Annual Report and Accounts
Year to 31 December 2023
THALASSA
Acknowledgement : Bob Rich, Caroonist, Hedgeye
2 Thalassa Holdings Ltd | Annual Report and Accounts 2023
CONTENTS
Page
Highlights 3-8
Chairman’s Statement 9
Financial Review 10
Directors’ Report 11-14
Corporate Governance Statement 15-19
Independent Auditor’s Report on the Financial Statements 20-23
Consolidated Statement of Income 24
Consolidated Statement of Comprehensive Income 25
Consolidated Statement of Financial Position 26
Consolidated Statement of Cash Flows 27
Consolidated Statement of Changes in Equity 28
Notes to the Consolidated Financial Statements 29-46
Directors, Secretary and Advisers 47
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 3
2023 HIGHLIGHTS
Group Results 2023 versus 2022 GBP GBP
• Prot /(loss) after tax for the year (£0.89)m vs (£1.45)m
• Group Earnings Per Share (basic and diluted)
*1
(£0.11) vs (£0.18)
• Book value per share
*2
£1.16 vs £1.30
• Investment Holdings £8.0m vs £7.7m
• Cash £0.1m vs £1.4m
*1 based on weighted average number of shares in issue of 7,945,838 (2022: 7,945,838)
*2 based on actual number of shares in issue as at 31 December 2023 of 7,945,838 (2022: 7,945,838)
4 Thalassa Holdings Ltd | Annual Report and Accounts 2023
2023 Macro-Highlights
• U.S. Stocks rose 26.4% (including dividends), the biggest
rally in the US Market Index since 2019.
• Stocks were up 12.1% in the fourth quarter, the index’s
best quarterly performance since late 2020.
• Since hitting their bear-market low in October 2022,
stocks rallied 36%.
• Technology stocks posted a huge year, surging 59.1% for
their best performance since 2009. Along with Nvidia
which soared 239.0%, chip manufacturer Advanced
Micro Devices AMD jumped 128%.
• Communications Services ranked second among
stock sectors, gaining 54.5%, led by rallies in Alphabet
GOOGL, Meta Platforms META, and Netix NFLX.
• The so-called “Magnicent Seven” stocks
contributed nearly half of the stock
market’soverallgain.
• Large-growth stocks gained 47.3%, blowing away large-
value stocks by 36 percentage points—the second-
biggest advantage for growth in 25 years.
• Utilities stocks stumbled, losing 7%—their worst year
since 2008—dragged down by higher interest rates.
• Dividend stocks lagged the broader market. The
Morningstar US Dividend Composite Index rose 11%.
• Volatility remained very high in bonds, with some parts
of the bond market staging a round trip over the year.
The yield on the U.S. Treasury 10-year note started and
nished 2023 near 3.8%, but during the year rose to a
17-year high near 5%.
• Credit-sensitive corners of the bond market performed
strongly as the economy avoided recession. High-yield
bonds gained 13.5%, making for their best year since
2019.
2023 HIGHLIGHTS CONTINUED
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 5
• In the nal months of the year, the market’s rally did
broaden beyond the Magnicent Seven. However, this
small group of stocks was still responsible for 47.8% of
the US Market Index’s 26.5% gain in 2023.
• On the other side of the fence, 2022’s leaders were
left in the dust in 2023. The biggest performance
differential came among energy stocks. The Morningstar
US Energy Index surged 62.5% in 2022, but in 2023, the
sector barely held in positive territory as oil prices slid.
While many energy stocks had pushed into overvalued
territory as a result of the 2022 rally; at the outset of
2024 the sector was broadly seen as undervalued.
2023 Micro-Highlights
• ARL
•• proof of concept, fully functional Seismic Node
completed
•• completion of upgraded software targeted for
Q3/Q4 2024
•• retention of Investment Bank to assist in growth
capital fundraising initiated
•• discussions with potential Strategic Partners
initiated
• Tappit restitution agreement
•• Chairman has contributed £0.3m YTD 2024, of
up to a possible £3m pending of sale of personal
property.
• Small gain on hedging achieved in 2023 ~£20K.
• Strategic Business Review initiated with the objective of
reducing costs and scaling the business. As part of the
Group’s cost saving exercise, migration of the Group’s
accounting software from Oracle NetSuite to Intuit
QuickBooks has nearly been completed.
• Chairman waived 2021 consultancy. 2022, 2023, and
YTD 2024 consultancy have been accrued but not paid.
Equity conversion terms under discussion.
6 Thalassa Holdings Ltd | Annual Report and Accounts 2023
“Well, here’s another nice mess you’ve gotten me into.”
Laurel and Hardy, Sons of the desert 1933
Or
The Great Paradox of the US Market!
By Jeremy Grantham
https://www.gmo.com/europe/research-library/the-great-paradox-of-the-u.s.-market_viewpoints
The following thoughts are extracts from Market Watch and GMO,
and hopefully reect Mr Grantham’s, and my view of the Market
• U.S. stocks appear expensive after investor mania surrounding articial-intelligence interrupted the bursting of an initial
market bubble that was deating in 2022.
• “Prices reect near perfection, yet today’s world is particularly imperfect and dangerous,” Jeremy Grantham.
• AI, “a new bubble within a bubble like this, even one limited to a handful of stocks, is totally unprecedented, so looking at
history books may have its limits.”
• In January 2022, Grantham warned that the U.S. was nearing the end of a “super bubble” across major asset classes. Both
stocks and bonds plunged that year as the Federal Reserve aggressively hiked interest rates in a bid to tame surging ination.
But the launch of ChatGPT in late 2022 paused the deation of the equities bubble that he saw, according to his note.
• “We paused in December 2022 to admire the AI stocks,” he said. “Even though, I admit, there is no clear historical analogy to
this strange new beast, the best guess is still that this second investment bubble — in AI — will at least temporarily deate
and probably facilitate a more normal ending to the original bubble.”
• The U.S. stock market has risen to records this year, with the S&P 500 SPX booking an all-time closing peak on March 7
and the technology-heavy Nasdaq Composite COMP scoring a fresh closing high at the start of this month. The Dow Jones
Industrial Average DJIA also notched a record close this year, on Feb. 23.
2023 HIGHLIGHTS CONTINUED
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 7
Bubbles and AI
• Looking backwards, what happened to our 2021
bubble? The Covid stimulus bubble appeared to be
bursting conventionally enough in 2022 – in the rst
half of 2022 the S&P declined more than any rst half
since 1939 when Europe was entering World War II.
Previously in 2021, the market displayed all the classic
signs of a bubble peaking: extreme investor euphoria; a
rush to IPO and SPAC; and highly volatile speculative
leaders beginning to fall in early 2021, even as blue chips
continued to rise enough to carry the whole market to
a handsome gain that year – a feature hitherto unique
to the late-stage major bubbles of 1929, 1972, 2000,
and now 2021. But this historically familiar pattern was
rudely interrupted in December 2022 by the launch of
ChatGPT and consequent public awareness of a new
transformative technology – AI, which seems likely to
be every bit as powerful and world-changing as the
internet, and quite possibly much more so.
• But every technological revolution like this – going back
from the internet to telephones, railroads, or canals –
has been accompanied by early massive hype and a
stock market bubble as investors focus on the ultimate
possibilities of the technology, pricing most of the very
long-term potential immediately into current market
prices. And many such revolutions are in the end often
as transformative as those early investors could see and
sometimes even more so – but only after a substantial
period of disappointment during which the initial bubble
bursts. Thus, as the most remarkable example of the
tech bubble, Amazon led the speculative market, rising
21 times from the beginning of 1998 to its 1999 peak,
only to decline by an almost inconceivable 92% from
2000 to 2002, before inheriting half the retail world!
• So, it is likely to be with the current AI bubble. But a new
bubble within a bubble like this, even one limited to a
handful of stocks, is totally unprecedented, so looking
at history books may have its limits. But even though,
I admit, there is no clear historical analogy to this
strange new beast, the best guess is still that this second
investment bubble – in AI – will at least temporarily
deate and probably facilitate a more normal ending
to the original bubble, which we paused in December
2022 to admire the AI stocks. It also seems likely that
the after-effects of interest rate rises and the ridiculous
speculation of 2020-2021 and now (November 2023
through today) will eventually end in a recession.
• The broad U.S. stock market is expensive, with a Shiller
price-to-earnings ratio of 34 as of March 1, 2024, which
is “the top 1% of history,” while total prots are also
near record levels.
8 Thalassa Holdings Ltd | Annual Report and Accounts 2023
• “Theparadoxthatworriesmehereforthe
U.S.marketisthatwestartfromaShiller
P/Eandcorporateprotmarginsthatare
nearrecordlevelsandthereforepredicting
nearperfection”.
• “If margins and multiples are both at record levels at
the same time, it really is double counting and double
jeopardy — for waiting somewhere in the future is
another July 1982 or March 2009, with simultaneous
record-low multiples and badly depressed margins.”
‘Can’t get blood out of a stone’
• When the price of an asset doubles, its future return is
halved, Grantham said in his latest paper.
• “The simple rule is, you can’t get blood out of a stone”.
• To Grantham’s thinking, the long-term prospects for the
U.S. stock market look “poor” as it’s generally overpriced
and never has seen “a sustained rally starting from a 34
Shiller P/E.”
• “The only bull markets that continued up from levels
like this were the last 18 months in Japan until 1989,
and the U.S. tech bubble of 1998 and 1999, and we
know how those ended,” he said. “Separately, there
has also never been a sustained rally starting from full
employment.”
• While AI seems likely to be at least “as powerful and
world-changing as the internet,” tech revolutions tend
to see “early massive hype and a stock-market bubble”.
• He cited Amazon.com Inc. AMZN as an example of
speculation in the late 1990s, noting its stock plunged
before the company rebounded into the giant online
retailer it is today.
• “As the most remarkable example of the tech bubble,
Amazon led the speculative market, rising 21 times
from the beginning of 1998 to its 1999 peak, only to
decline by an almost inconceivable 92% from 2000 to
2002, before inheriting half the retail world!”
• In his paper, the GMO co-founder didn’t stop at warning
about looming dangers for U.S. stocks should the “AI
bubble” burst and nish the job deating the “original
bubble” that had worried him.
• “It also seems likely that the after-effects of interest-rate
rises and the ridiculous speculation of 2020-2021 and
now (November 2023 through today) will eventually
end in a recession,” Grantham cautioned.
• On a brighter note, Grantham said there’s “a reasonable
choice of relatively attractive investments” in the U.S.
equities market, such as “quality” stocks. He also cited
resource equities, “climate-related investments,” such as
solar stocks, and “deep value” as areas of the market
to consider.
• “U.S. quality stocks have a long history of slightly
underperforming in bull markets and substantially
outperforming in bear markets,” he said, “although they
did unusually well in the recent run-up.”
Non-U.S. Equities and Real Estate
• If things are so good, why on earth is the rest of the
world so down at heel, with very average economic
strength and average protability and with both getting
weaker? The UK and Japan are both in technical
recessions; the EU, especially Germany, also looks weak;
and China, which has done a lot of the heavy lifting in
global growth for the last few decades, is pretty much
a basket case for a while (although getting very cheap
in its stock market). Global residential real estate looks
particularly tricky also, although it often takes a very
long time for prices to catch up or down with mortgage
costs. Can any young couple in the developed world
today buy a new home comparable to those bought at
the same age by their parents? Peak prices as a multiple
of family income multiplied by an old-fashioned looking
mortgage rate (now 6.8% in the U.S.) makes for a very
tough affordability calculation. And as for ofce space,
forget about it. With the double problem of higher
rates and Covid-induced work-from-home, no one is
condent of anything, no one will build anything new,
and all sit holding their breath as appraisals start to come
down and bank loans to commercial property look
increasingly dicey. And in China, extreme overbuilding
threatens both housing and commercial real estate.
• Throw in a couple of wars that refuse quick endings and
rising possibilities of expanded military confrontations
with Russia and China, and you can see why the rest of
the world is sober and much more reasonably priced
than the U.S. (Understanding U.S. optimism is much
more difcult.) To be more precise, I would say that in
contrast to extreme overpricing of U.S. equities, those
overseas are a little overpriced, offering uninspired
but positive returns. The positive exceptions to this
general, moderate overpricing are at the value or low-
growth end of emerging market equities and non-U.S.
developed equities (including Japan), which are not only
much cheaper than the high-growth varieties but are
selling in a range from fair price to actually cheaper than
normal.
2023 HIGHLIGHTS CONTINUED
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 9
CHAIRMAN’S STATEMENT
Holdings
2023 results reect limited movement in the carrying value
of Company’s unquoted Holdings, in particular Autonomous
Robotics (ARL).
In contrast, there have been large movements in the
Company’s quoted Holdings, in particular:
• NewmarkSecurityplc(NWTLN)
In 2023, NWT’s shares performed well, rising 127.2% from
33p/share to close 2023 at 75p/share.
THAL own’s 9.98% of NWT, which we believe has signicant
growth potential, particularly in the USA. NWT’s scal year-
end is 30 April, such that 2024 results should be announced
towards the end of September 2024. The Company had a
soft rst half, revenues declined 2%, but has indicated that
several new Human Capital Management (HCM) ‘access
control’ contracts should drive revenue growth in the second
half of the year. At the prevailing market price of 83.5p/share,
the Company’s market capitalisation is ~£7.8m, plus debt of
~£5.6m, giving an EV of ~£13.4m.
Based on trailing twelve-month numbers the stock does not
look undervalued. However, looking out over the next few
years, we see the potential for sustainable annual revenue
growth of ~10%, and EBITDA margins rising from 6%/8% back
towards 10% to 15%, or £3m to £4.5m, on £30m of revenue
by 2028. Based on our estimates, the Company should be
able to pay down debt at a rate of £0.5m per annum, or
roughly £2m over the next 4 years. Whilst the EV/EBITDA
multiple on 2023 EBITDA of £1.1m is 12.2x, we believe that
this reects investor anticipation for improved results, and
that a more conservative EV/EBITDA multiple of 8x our £3m
to £4.5m 2028 EBITDA estimate is more appropriate, which
in turn would result in an EV of £24m to £36m, or an Equity
value of £20.4m to £32.4m, or a share price target of £2.125/
share to £3.75/share (9.6m shares outstanding). Based on
our estimates, we anticipate a potential 154.5% to 349.1%
increase in the upside value of NWT’s shares over the next
4 years, or a potential compound annual return of between
26.3% and 45.6%, from the prevailing market price of 83.5p/
share.
• AutonomousRoboticsLtd.(ARL)
As reported last year, 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 modied
to optimise the seismic sensor performance and an updated
battery system was also developed. This resulted in the build
and test of a MK2 version of the Flying Node which was used
for the trials.
The software team also progressed the development of the
in-house node control and navigation software. Initial in water
testing of the software will start in the 2nd quarter of 2024.
As also mentioned in the Summary above, a formal process
to unlock the latent potential value of ARL is now under way
and we look forward to reporting further during the coming
months.
Outlook
AI is clearly the latest dot.com game in town. Nvidia (NVDA
US) in particular, is growing revenues and prots exponentially.
NVDA is the proverbial bucket and spade supplier in this latest
gold rush. However, how the buyers of their sophisticated
chips will translate their substantial Capex into increased
prots remains to be seen.
AI is already impacting the way companies operate, and
individuals transfer and use information; whether the outcome
will ultimately be positive for companies and consumers
remains, in our opinion, to be seen?
Add geo-political risk and the potential for increased
economic tension between China, the US, and Europe and
suddenly the stock market outlook clouds.
DuncanSoukup
Chairman
29April2024
10 Thalassa Holdings Ltd | Annual Report and Accounts 2023
GROUP RESULTS
ContinuingOperations
TotalRevenue from continuing operations for the year to
31 December 2023 was £0.25m (2022: £0.30m) related to
rental income in Switzerland.
Costof Sales on continuing operations were £(0.01)m
(2022: £(0.10)m), resulting in a Gross Prot of £0.24m
(2022: Gross Prot £0.20m).
Administrative Expenses on continuing operations
before exceptional costs were £0.9m (2022: £0.5m) and
Depreciation £0.3m compared to £0.3m in 2022.
OperatingLoss was therefore £0.9m (2022: loss £0.6m).
Net Financial Income/(Expense) of £0.3m
included net foreign exchange income, net interest expense
and net income from nancial investments including fair value
adjustments (2022: income £0.2m).
Other Gains/(Losses) were gain £0.02m (2022: loss
of £(0.9)m).
Share of Losses of Associated Entities was
£0.31m (2022: £0.24).
LossBeforeTaxon continuing operations was £1.0m
(2022: £1.5m).
Tax on continuing operations for the period was a credit of
£0.07m relating a R&D tax credit (2022: credit £0.05m).
LossfortheyearfromContinuingOperations
was therefore £0.89m (2022: £1.45m).
Prot/(Loss)fortheyear
This resulted in a Group loss for the year of £0.89m (2022:
prot £1.45m).
NetAssetsat 31 December 2023 amounted to £9.2m
(2022: £10.3m) resulting in net assets per share of £1.16
based on 7,945,838 shares in issue versus £1.30 in 2022
including cash of £0.1m equivalent to £0.004 per share (2022:
£1.4m and £0.15 per share).
NetCashFlow from operations amounted to an outow
of £0.4m as compared to £0.4m inow in 2022.
Net Cash from Investing Activities, amounted
to an outow of £0.5m (2022 outow £0.7m) relating to
continuing operations in the purchase of available for sale
investments.
Net Cash Outow from Financing Activities
amounted to £0.2m (2022: outow £4.3m).
Net Decrease in Cash and Cash Equivalents
was £1.0m resulting in Cash and Cash Equivalents at 31
December 2023 of £0.1m (2022: £4.6m).
FINANCIAL REVIEW
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 11
DIRECTORS’ REPORT
The Directors present their report and the audited nancial statements for the year ended 31 December 2023.
RESULTS AND DIVIDENDS
The Group made a loss attributable to shareholders of the
parent for the year ended 31 December 2023 of £0.9m
(2022: loss £1.4m). The Directors do not recommend the
payment of a dividend.
DIRECTORS AND DIRECTORS’ INTERESTS
The Directors of the Company who held ofce during the year and to date, including details of their interest in the share capital
of the Company, are as follows:
Name Date Appointed Shares held
Executive Director
C Duncan Soukup 26 September 2007 2,396,970
Non-Executive Directors
David M Thomas 2 April 2008 -
Kenneth Morgan 24 May 2022 -
DIRECTORS’ REMUNERATION
2023 2022
Director Consultancy Director Consultancy
Fees Fees Fees Fees
£ £ £ £
Executive Directors
Duncan Soukup 105,422 147,101 133,000 174,076
Non-Executive Directors
Graham Cole - - 10,307 -
David Thomas 20,000 - 20,635 -
Kenneth Morgan 8,012 - 5,091 -
Totalremuneration 133,434 147,101 169,033 174,076
12 Thalassa Holdings Ltd | Annual Report and Accounts 2023
DIRECTORS’ REPORT CONTINUED
SUBSTANTIAL SHAREHOLDINGS
As of 31 December 2023, the Company had been advised of the following substantial shareholders
Holding %
Duncan Soukup 2,396,970 30.2%
THAL Discretionary Trust* 2,042,720 25.7%
Hargreaves Landsdowne (Nominees) Limited 568,933 7.2%
Mark Costar 530,807 6.7%
JIM Nominees Limited 354,062 4.5%
Other 2,052,346 25.7%
Totalnumberofvotingsharesinissue 7,945,838 100%
* C.Duncan Soukup is a trustee of THAL Discretionary Trust
SHARE BUY-BACK
There were no share buy backs during the year ended 31
December 2023, nor for the year ended 31 December 2022.
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
Global geopolitical risks may have an impact on the Company’s
investments and the Board continues to evaluate the effects
of these impacts on the investments and will act accordingly
to mitigate any potential loss.
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 13
RISKS AND UNCERTAINTIES
A summary of the key risks and mitigation strategies is below:
Rank Risk Mitigation
1. Insufcient 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. The sale of The Chairman’s personal property currently
being negotiated does not complete. The Chairman
announced that he would contribute net cash proceeds
from the sale of personal property up to the amount of
£3m (£0.3m of which has already been contributed).
The Board has a high degree of condence, from the latest
communication between the buyer and seller and state
of draft transaction documents, that the contract relating
to the sale of the relevant property will be signed in the
next month and the sale completed within several days of
signing, although this cannot be guaranteed and is beyond
the control of the Board.
3. Growth capital fundraising being contemplated for one of
the Group’s holdings is not successful, limiting its ability to
accelerate development of its product and production, to
unlock the latent potential value of its technology.
Discussions are taking place with investment banks and
placement agents with the bandwidth to approach their
extensive networks of capital providers, as well as targeting
potential investors and strategic partners directly.
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 benets 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 qualied. In addition the
Company appoints relevant professional advisers (legal, tax,
accounting etc) in the jurisdictions in which we operate.
5. Signicant changes in the political environment, including
the impact of Brexit and the Ukraine and Gaza conict,
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 STATEMENT
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 denitions 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:
14 Thalassa Holdings Ltd | Annual Report and Accounts 2023
DIRECTORS’ REPORT CONTINUED
• 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 specic requirements in IFRSs as applied by the
UK is insufcient 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.
RESPONSIBILITY STATEMENT
We conrm that to the best of our knowledge:
• The nancial statements, prepared in accordance with
the Relevant Financial Reporting Framework, give a true
and fair view of the assets, liabilities, nancial position
and prot or loss of the Company and the undertakings
included in the consolidation taken as a whole;
• The strategic report/directors report includes a fair
review of the development and performance of the
business and the position of the Company, and the
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks
and uncertainties that they face; and
• The Annual Report and nancial statements, taken
as a whole, are fair, balanced and understandable and
provide the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy.
AGM
The Annual General Meeting will be held at Anjuna, 28
Avenue de la Liberté, 06360 Éze France on 12 June 2024.
ApprovedbytheBoardandsignedonitsbehalf
by
C.DuncanSoukup
Chairman
29April2024
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 15
The Company’s shares are admitted to the Ofcial 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.
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 sufciently regularly to discharge its duties
effectively, formally and informally.
The Board held two full meetings for regular business during
2023, in addition to a number of informal ones.
AUDIT COMMITTEE
During the nancial period to 31 December 2023, the Audit
Committee consisted of the Board, which included two
independent Directors.
The key functions of the audit committee are for monitoring
the quality of internal controls and ensuring that the 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.
The external auditor, RPG Crouch Chapman, was appointed
on 19 April 2023 and has indicated its independence to the
Board.
REMUNERATION COMMITTEE
During the nancial period to 31 December 2023, the
Remuneration Committee consisted of David Thomas and
any other one director from the Board. It is responsible for
determining the remuneration and other benets, 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.
CORPORATE GOVERNANCE STATEMENT
16 Thalassa Holdings Ltd | Annual Report and Accounts 2023
CORPORATE GOVERNANCE STATEMENT
CONTINUED
REGULATORY COMPLIANCE COMMITTEE
During the nancial period to 31 December 2023, the
Regulatory Compliance Committee consisted of any two
directors from the Board. The committee is responsible for
ensuring that the Company’s obligations under the Listing
Rules are discharged by the Board. The Committee has formal
terms of reference.
ESG
The Group has not complied with the recommendations
of the Taskforce for Climate-related Financial Disclosures
(“TCFD”) in the current year, as required by LR14.3.27R
issued by the Financial Conduct Authority. The Board
recognises the importance of climate-related matters and,
as a development stage business, intends to develop a plan
to adopt the TCFD recommendations in full over the next
few years. With reference to the four pillars of the TCFD
recommendations, matters of governance, risk assessment,
and strategy have already been covered elsewhere in this
report, and the development of metrics and targets is under
consideration.
STATEMENT ON CORPORATE GOVERNANCE
The corporate governance framework which Thalassa has
implemented, including in relation to board leadership and
effectiveness, remuneration and internal control, is based
upon practices which the board believes are proportionate
to the risks inherent to the size and complexity of Thalassa’s
operations.
The Board considers it appropriate to adopt the principles
of the Quoted Companies Alliance Corporate Governance
Code (“the QCA Code”) published in April 2018. The extent
of compliance with the ten principles that comprise the
QCA Code, together with an explanation of any areas of
non-compliance, and any steps taken or intended to move
towards full compliance, are set out below:
1. Establish a strategy and business model
which promote long-term value for
shareholders.
The Company is a Holding Company which has in the past
and will in the future seek to acquire assets which in the
opinion of the Board should generate long term gains for its
shareholders. The current strategy and business operations of
the Company are set out in the Chairman’s Statement on
page 9. 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
notication 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 identies 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.
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 17
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
benet 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 signicant risks to the Group’s operations and the
management of these have been disclosed in the Chairman’s
statement on page 9.
5. Maintain the Board as a well-functioning,
balanced team led by the Chair.
The Board currently comprises two non-executive Directors
and an Executive Chairman. Directors’ biographies are set out
in the Board of Directors section of the Company’s website.
All of the Directors are subject to election by shareholders
at the 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 2023 is set out above.
The Board considers itself to be sufciently 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 sufcient 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
18 Thalassa Holdings Ltd | Annual Report and Accounts 2023
CORPORATE GOVERNANCE STATEMENT
CONTINUED
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 responsibilities of the Audit Committee is
set out above. The Committee has formal terms of reference,
which are set out in the Board of Directors section of the
Company’s website.
The Remuneration Committee, which meets as required,
has responsibility for making recommendations to the Board
on the compensation of senior executives and determining,
within agreed terms of reference, the specic 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.
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 19
A summary of responsibilities of the Remuneration
Committee is set out above. The Committee has formal
terms of reference.
The Directors believe that the above disclosures constitute
sufcient disclosure to meet the QCA Code’s requirement
for a Remuneration Committee Report. Consequently, a
separate Remuneration Committee Report is not presented
in the Group’s Annual Report.
The Listing Compliance Committee, which meets as required,
is responsible for ensuring that the Company’s obligations
under the Listing Rules are discharged by the Board.
10. Communicate how the Group is governed
and is performing by maintaining a
dialogue with shareholders and other
relevant stakeholders.
The Board believes that the Annual Report and Accounts, and
the Interim Report published at the half-year, play an important
part in presenting all shareholders with an assessment of the
Group’s position and prospects. The Annual Report includes
a Corporate Governance Statement which refers to the
activities of both the Audit Committee and Remuneration
Committee. All reports and press releases are published in
the Investor Relations section of the Group’s website.
The Group’s 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
29April2024
20 Thalassa Holdings Ltd | Annual Report and Accounts 2023
OPINION
We have audited the nancial statements of Thalassa Holdings
Ltd (the ‘Company’) and its subsidiaries (the ‘Group’) for
the year ended 31 December 2023 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 signicant
accounting policies. The nancial reporting framework that
has been applied in their preparation is applicable law and
International Financial Reporting Standards as adopted in the
United Kingdom (IFRS).
In our opinion, the nancial statements:
• give a true and fair view of the state of the Group’s
affairs as at 31 December 2023 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 fullled our other ethical responsibilities
in accordance with these requirements. We believe that the
audit evidence we have obtained is sufcient 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 cashows for a
period of 12 months from the date of this report compared
with the liquid assets held by the Group.
Based on the work we have performed, we have not identied
any material uncertainties relating to events or conditions
that, individually or collectively, may cast signicant 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 signicant 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 sufcient 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.
Independent Auditors’ Report to the members of Thalassa
Holdings Ltd (continued)
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgement, were of most signicance in our audit of the
nancial statements of the current period and include the
most signicant assessed risks of material misstatement we
identied (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 identied 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
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 21
Keyauditmatter Howouraudit
addressedthismatter
Capitalisation of
development costs
The Group held £1.7m (2022:
£1.2m) 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 £2.0m (2022: £2.3m)
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:
• Undertaking impairment
reviews;
• Reviewing current year
performance of the
associated company
and expected future
cashows; and
• Reperformed calculations
for the fair value.
Carrying value of loans
receivable
The Group held £1.5m (2022:
£1.5m) of loans at the balance
sheet date.
Loans should initially be held at
amortised costs, plus accrued
interest, less any provisions for
bad debt identied.
Our work included:
• Obtaining and reviewing
loan agreements to
ensure year end balances
are reasonable;
• Assessing each loan for
recoverability to ensure
all loan balances are
recoverable;
• 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 inuence
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 identied 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 signicant
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 £180k. For each component, the materiality set was
lower than the overall group materiality – typically 25% of the
group materiality threshold.
We agreed with the Audit Committee that we would
report on all differences in excess of 5% of materiality
relating to the Group nancial statements. We also report
to the Audit Committee on nancial statement disclosure
matters identied when assessing the overall consistency and
presentation of the consolidated nancial statements.
22 Thalassa Holdings Ltd | Annual Report and Accounts 2023
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 13 the directors are responsible
for the preparation of the nancial statements and for being
satised 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 inuence 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 identied 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
identication 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 reected 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 second
year of our engagement as auditors for the Group.
We conrm that we are independent of the Group and have
not provided any prohibited non-audit services, as dened by
the Ethical Standard issued by the Financial Reporting Council.
Our audit report is consistent with our additional report to
the Audit Committee explaining the results of our audit.
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS’ OF THALASSA HOLDINGS LTD
CONTINUED
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 23
USE OF OUR REPORT
This report is made solely to the Group’s members, as a body.
Our audit work has been undertaken so that we might state
to the Group’s members those matters we are required to
state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Group and
the Group’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
MarkWilsonMA,FCA
(Senior Statutory Auditor)
ForandonbehalfofRPGCrouchChapmanLLP
Chartered Accountants
Registered Auditor
40 Gracechurch Street
London
EC3V 0BT
29April2024
24 Thalassa Holdings Ltd | Annual Report and Accounts 2023
CONSOLIDATED STATEMENT OF INCOME
for the year ended 31 December 2023
2023 2022
Notes GBP GBP
ContinuingOperations
Revenue 3 252,129 295,968
Cost of sales (12,926) (95,925)
Grossprot  239,203 200,043
Total administrative expenses (912,140) (531,024)
Operatinglossbeforedepreciation  (672,937) (330,981)
Depreciation and Amortisation 9&10 (256,425) (305,848)
Operatingloss  (929,362) (636,829)
Net nancial income/(expense) 6 255,827 249,535
Other gains/(losses) 17,734 (881,118)
Share of losses of associated entities (307,940) (235,658)
Prot/(loss)beforetaxation  (963,741) (1,504,070)
Taxation 7 72,036 54,167
Prot/(loss)fortheyear  (891,705) (1,449,903)
Attributableto:
Equity shareholders of the parent (891,705) (1,449,903)
Non-controlling interest - -
(891,705) (1,449,903)
Earningspershare-GBP(usingweightedaveragenumberofshares)
Basic and Diluted - Continuing Operations (0.11) (0.18)
BasicandDiluted 8 (0.11) (0.18)
The notes on pages 29 to 46 form an integral part of this consolidated nancial information
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 25
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
for the year ended 31 December 2023
2023 2022
GBP GBP
Prot/(loss)forthenancialyear (891,705) (1,449,903)
Othercomprehensiveincome:
Exchange differences on re-translating foreign operations (200,015) 594,684
Totalcomprehensiveincome (1,091,720) (855,219)
Attributableto:
Equity shareholders of the parent (1,091,720) (855,219)
Non-Controlling interest - -
TotalComprehensiveincome (1,091,720) (855,219)
The notes on pages 29 to 46 form an integral part of this consolidated nancial information.
26 Thalassa Holdings Ltd | Annual Report and Accounts 2023
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
as at 31 December 2023
2023 2022
Notes GBP GBP
Assets
Non-current assets
Intangible assets 9 1,697,313 1,319,695
Property, plant and equipment 10 1,729,924 2,030,733
Loans 12 4,785,629 4,816,940
Investments in associated entities 21 2,019,367 2,356,526
Total non-current assets 10,232,233 10,523,894
Current assets
Trade and other receivables 13 788,782 765,302
Available for sale nancial assets 11 1,159,250 504,877
Cash and cash equivalents 143,295 1,383,687
Total current assets 2,091,327 2,653,866
Liabilities
Current liabilities
Trade and other payables 14 1,539,749 1,210,810
Lease liabilities 15 173,325 158,473
Total current liabilities 1,713,074 1,369,283
Net current assets 378,253 1,284,583
Non-current liabilities
Lease liabilities 15 1,404,107 1,510,377
Total non-current liabilities 1,404,107 1,510,377
Net assets 9,206,379 10,298,100
Shareholders’ Equity
Share capital 18 128,977 128,977
Share premium 21,717,786 21,717,786
Treasury shares 18 (8,558,935) (8,558,935)
Other reserves (1,696,321) (1,696,320)
Foreign exchange reserve 4,230,840 4,430,855
Retained earnings (6,615,968) (5,724,263)
Total shareholders’ equity 9,206,379 10,298,100
Total equity 9,206,379 10,298,100
The notes on pages 29 to 46 form an integral part of this consolidated nancial information.
These nancial statements were approved and authorised by the board on 29 April 2024.
Signedonbehalfoftheboardby:
C.DuncanSoukup
Chairman
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 27
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2023
Notes 2023 2022
GBP GBP
Cashowsfromoperatingactivities
OperatingProt/(Loss)beforenancing (929,362) (636,829)
Adjustmentsfor:
(Increase)/decrease in trade and other receivables (23,480) 44,305
(Decrease)/increase in trade and other payables 328,938 97,521
Gain/(loss) on disposal of AFS investments - 471,589
Net exchange differences (65,125) (19,253)
Other income 17,734 25,486
Depreciation and amortisation 9&10 256,425 306,497
Fair value movement on AFS nancial assets - 64,817
Cashgeneratedbyoperations  (414,870) 354,134
Taxation 72,036 54,167
Netcashowfromoperatingactivities  (342,834) 408,301
Sale/(purchase) of property, plant and equipment (2,320) (517,376)
Sale/(purchase) of intangible assets (385,983) (418,408)
Net (purchase)/sale of AFS nancial assets (177,912) 273,745
Investments in subsidiaries 29,217 (31,071)
Netcashowininvestingactivities  (536,998) (693,110)
Cashowsfromnancingactivities
Proceeds from borrowings 13,437 33,133
Repayment of borrowings (173,982) (4,357,529)
Netcashowfromnancingactivities  (160,545) (4,324,396)
Netincreaseincashandcashequivalents (1,040,377) (4,609,205)
Cash and cash equivalents at the start of the year 1,383,687 5,398,208
Effects of exchange rate changes on cash and cash equivalents (200,015) 594,684
Cashandcashequivalentsattheendoftheyear  143,295 1,383,687
Prior year comparatives have been reclassied to conform to the current year presentation.
The notes on pages 29 to 46 form an integral part of this consolidated nancial information.
28 Thalassa Holdings Ltd | Annual Report and Accounts 2023
CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY
for the year ended 31 December 2023
Attributable to owners of the Company
Foreign
Share Share Treasury Other Exchange Retained
Capital Premium Shares Reserves Reserve Earnings Total
GBP GBP GBP GBP GBP GBP GBP
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
Total comprehensive income - - - - 594,684 (1,449,903)
(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
Exchange on conversion to GBP - - - (1) - -
(1)
Total comprehensive income - - - - (200,015) (891,705) (1,091,720)
Balanceasat
31December2023 128,977 21,717,786 (8,558,935) (1,696,321) 4,230,840 (6,615,968) 9,206,379
* 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 29 to 46 form an integral part of this consolidated nancial information.
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 29
1. GENERAL INFORMATION
Thalassa Holdings Ltd (the “Company”) is a British Virgin Island (“BVI”) International business company (“IBC”), incorporated
and registered in the BVI on 26 September 2007. The Company is a holding company with various interests across a number of
industries. Company number 1433759.
Autonomous Robotics Limited (“ARL” – formerly GO Science 2013 Ltd) is a wholly owned subsidiary of Thalassa and is an
Autonomous Underwater Vehicle (”AUV”) research and development company.
Apeiron Holdings (BVI) Ltd is a BVI registered business and is a wholly owned by Thalassa.
Aperion Holdings (BVI) Ltd is the 100% shareholder of Alfalfa Holdings AG, a company registered in Switzerland.
WGP Geosolutions Limited is a wholly owned subsidiary of Thalassa which is non-operational and has an additional subsidiary,
WGP Group AT GmbH which was dissolved on 24/08/2022.
Thalassa Holdings (II) Ltd is a wholly owned subsidiary of Thalassa which is non-operational, incorporated and registered in the BVI
on 30 January 2023.
DOA Alpha Ltd is a wholly owned subsidiary of Thalassa which is non-operational and registered in the BVI. It has two additional
subsidiaries, DOA Exploration Ltd registered in England and Wales and DOA Delta Ltd registered in the BVI, both non-operational.
2. ACCOUNTING POLICIES
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards (“IFRS”).
The financial statements have been expressed in GBP since 2021, being the functional currency of DOA Exploration Ltd, and
Autonomous Robotics Limited. The underlying records of the Company and other subsidiaries are maintained in their respective
functional currencies, being US Dollars except for WGP Geosolutions Ltd in Euro and Alfalfa Holdings AG in Swiss francs.
The principal accounting policies are summarised below. They have been applied consistently throughout the period covered by
these financial statements.
2.1. FX ACCOUNTING POLICY
The presentational currency of the financial statements is GBP, whereas the functional currency of the Company is US Dollars.
Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate on the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the presentational
currency at the spot exchange rate on the balance sheet date. Any resulting exchange differences are included in the statement
of comprehensive income. Non-monetary assets and liabilities, other than those measured at fair value, are not retranslated
subsequent to initial recognition.
DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and have a functional currency of GBP. Exchange
differences on the retranslation of operations denominated in foreign currencies are included in Other Comprehensive Income.
Year-end GBPUSD exchange rate as at 31 Dec 2023: 1.2731 (2022: 1.2103)
Average GBPUSD exchange rate as at 31 Dec 2023: 1.2417 (2022: 1.2800)
Year-end GBPEUR exchange rate as at 31 Dec 2023: 1.1527 (2022: 1.1273)
Average GBPEUR exchange rate as at 31 Dec 2023: 1.1400 (2022: 1.1599)
Year-end GBPCHF exchange rate as at 31 Dec 2023: 1.0713 (2022: 1.1187)
Average GBPCHF exchange rate as at 31 Dec 2023: 1.0950 (2022: 1.1762)
2.2. 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 £0.1m plus a further £3.0m
of available for sale investments.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2023
30 Thalassa Holdings Ltd | Annual Report and Accounts 2023
2.3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group changed to UK-adopted International Accounting Standards with effect from 1 January 2021 from EU-adopted
International Financial Reporting Standards (IFRSs). At that date, there were no differences between UK-adopted IFRS and EU-
adopted IFRS.
Standards issued but not yet effective: There were a number of standards and interpretations which were in issue during
the current period but were not effective at that date and have not been adopted for these Financial Statements. The Directors have
assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have
concluded that none of these pronouncements will cause material adjustments to the Group’s Financial Statements. They may result
in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted by the
Group and have / will be incorporated in the preparation of the Group Financial Statements from the effective dates noted below.
The new or amended standards include:
IFRS 17 Insurance contracts
1
IAS 1 Presentation of financial statements and IFRS Practice Statement 2
1
IAS 8 Accounting policies, changes in accounting estimates and errors
1
IAS 12 Income Taxes
1
Standards issued but not yet effective:
IFRS 16 Leases
2
IAS 1 Presentation of financial statements (Amendment – Classification of Liabilities as Current or Non-Current)
2
IAS 1 Presentation of financial statements (Amendment – Non-current Liabilities with Covenants)
2
IAS 21 Lack of Exchangeability
3
1
Effective for annual periods beginning on or after 1 January 2023
2
Effective for annual periods beginning on or after 1 January 2024
3
Effective for annual periods beginning on or after 1 January 2025
2.4. 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.
2.5. 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.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2023
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 31
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.
2.6. 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.
2.7. 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
2.14) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-
generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets
of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly
in profit or loss in the consolidated statement of income. An impairment loss recognised for goodwill is not reversed in subsequent
periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit
or loss on disposal.
DEVELOPMENT COSTS
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is
probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be
measured reliably. Such intangible assets are carried at cost less amortisation. Amortisation is charged to ‘Administrative expenses’
in the Statement of Comprehensive Income on a straight-line basis over the intangible assets’ useful economic life. The amortisation
is based on a straight-line method typically over a period of 1-10 years depending on the life of the related asset.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
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.
32 Thalassa Holdings Ltd | Annual Report and Accounts 2023
OTHER INTANGIBLE ASSETS
Other intangible assets, including patents and trademarks, that are acquired by the Group and have finite useful lives are measured
at cost less accumulated amortisation and any accumulated impairment losses.
2.8. 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.
2.9. 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.
2.10. REVENUE
Revenue is measured at the fair value of the consideration received or receivable.
In respect of contracts which are long term in nature and contracts for ongoing services, revenue, restricted to the amounts of costs
that can be recovered, is recognised according to the value of work performed in the period. Revenue in respect of such contracts
is calculated on the basis of time spent on the project and estimated work to completion.
Where the outcome of contracts which are long term in nature and contracts for ongoing services cannot be estimated reliably,
revenue is recognised only to the extent of the costs recognised that are recoverable.
Where payments are received in advance in excess of revenue recognised in the period, this is reflected as a liability on the
statement of financial position as deferred revenue.
Rental income from investment properties leased out under operating leases is recognised net of VAT, returns, rebates and
discounts in the Income Statement on a straight-line basis over the term of the lease. The directors consider this is in line with
when the Company’s performance obligations are satisfied. Standard payments terms are that services are paid in advance. When
the Group provides lease incentives to its tenants the cost of incentives are recognised over the lease term, on a straight-line basis,
as a reduction to income.
2.11. TAXATION
The Company is incorporated in the BVI as an IBC and as such is not subject to tax in the BVI. DOA Exploration Ltd and
Autonomous Robotics Ltd are incorporated in the UK and are therefore subject to UK tax regulations. Alfalfa Holdings AG is
incorporated in Switzerland in the canton of Lucerne and are subject to Swiss tax regulations.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities,
based on tax rates and laws that are enacted or substantively enacted by the reporting date. Tax is charged or credited directly to
equity if it relates to items that are credited or charged to equity. Otherwise, tax is recognised in the income statement.
Deferred tax is provided in full using the liability method on all timing differences which result in an obligation at the reporting date
to pay more tax, or the right to pay less tax, at a future date, at rates that are expected to apply when they crystalise based on
current tax rates. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised. Deferred tax is not provided
when the amounts involved are not significant.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2023
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 33
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 non-current assets if
they are intended to be held for the medium to long term. They are measured at fair value through profit or loss.
Trade receivables are initially measured at fair value and are subsequently measured at amortised cost less appropriate
provisions for estimated irrecoverable amounts. Such provisions are recognised in the statement of income.
Cash and cash equivalents comprise cash in hand and demand deposits and other short-term highly liquid investments
with maturities of three months or less at inception that are readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
Trade payables are not interest-bearing and are initially valued at their fair value and are subsequently measured at amortised
cost.
Equity instruments are recorded at fair value, being the proceeds received, net of direct issue costs.
Share Capital – Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of taxation, from the proceeds.
Treasury shares – Where any Group company purchases the Company’s equity share capital, the consideration paid, including
any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity
holders until the shares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction
costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
Financial instruments require classification of fair value as determined by reference to the source of inputs used to derive the fair
value. This classification uses the following three-level hierarchy:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 — inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e.,
as prices) or indirectly (i.e., derived from prices);
Level 3 — inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Borrowings are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest.
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.
34 Thalassa Holdings Ltd | Annual Report and Accounts 2023
2.15. INVESTMENT IN ASSOCIATED ENTITIES
Investments in associates are those over which the Group has significant influence. These are accounted for using the equity
method of accounting. Significant influence is considered to be participation in the financial and operating policy decisions of the
investee and is usually evidenced when the Group owns between 20% and 50% of that company’s voting rights.
Investments in associates are initially recorded at cost and the carrying amount is increased or decreased to recognise the Group’s
share of the profits or losses of the associate after acquisition. At the date of acquisition any excess of the cost of acquisition over
the Group’s share of the fair values of the identifiable net assets of the associate is recognised as goodwill. The carrying amount of
these investments is reduced to recognise any impairment of the value of the individual investment. If the Group’s share of losses
exceeds its interest in an associate the carrying value of that investment is reduced to nil and the recognition of any further losses
is discontinued unless the Group has an obligation to make further funding contributions to that associate.
The Group’s share of associates’ post-acquisition profits or losses is recognised in profit or loss and the post-acquisition movements
in other comprehensive income is recognised within other comprehensive income.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2023
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 35
3. SEGMENT INFORMATION
Management have chosen to organise the Group information by revenue generated. During the year the Group had two operating
segments comprised of rental income through the Aperion Group and Product Development through the rest of the Group.
Information related to each reportable segment is set out below.
Total
Rental Product Continuing
Income Development Operations
GBP GBP GBP
Segment income statement
Revenue 252,163 (34) 252,129
Expenses (111,825) (847,620) (959,445)
Depreciation (208,054) (48,371) (256,425)
Profit/(loss) before tax (67,716) (896,025) (963,741)
Attributable income tax expense (448) 72,484 72,036
Profit/(loss) for the period (68,164) (823,541) (891,705)
Total
Rental Product Continuing
Income Development Operations
GBP GBP GBP
Segment statement of financial position
Non-current assets 1,862,213 8,370,020 10,232,233
Current assets (79,165) 2,170,492 2,019,327
Assets 1,783,048 10,540,512 12,323,560
Current liabilities 576,153 1,136,921 1,713,074
Non-current liabilities 1,404,107 - 1,404,107
Liabilities 1,980,260 1,136,921 3,117,181
Net assets (197,212) 9,403,591 9,206,379
Shareholders’ equity (197,212) 9,403,591 9,206,379
Total equity (197,212) 9,403,591 9,206,379
36 Thalassa Holdings Ltd | Annual Report and Accounts 2023
4. OPERATING LOSS FOR THE PERIOD
The operating loss for the year is stated after charging:
2023 2022
GBP GBP
Wages and salaries 674,018 213,582
Social security costs 31,361 27,573
Pension costs 12,538 10,844
Audit fees 40,117 35,839
Legal and professional fees 323,841 419,051
5. EMPLOYEES
The average number of employees (excluding the Directors) employed by the Group was:-
2023 2022
Sales - -
Development 5 4
Admin - -
5 4
6. NET FINANCIAL EXPENSE
2023 2022
GBP GBP
Loan interest receivable 45,239 (53,935)
Loan interest payable - (27,791)
Bank interest receivable 13,437 33,133
Bank interest payable (3,195) (1,653)
Lease liability (79,369) (91,535)
Gains/(Losses) on investments 279,667 435,545
Foreign currency gains/(losses) 48 (44,229)
255,827 249,535
7. INCOME TAX EXPENSE
2023 2022
GBP GBP
Profit/(loss) before tax from continuing operations (891,705) (1,449,903)
Tax at applicable rates (169,424) (275,482)
Losses carried forward 169,424 275,482
R&D Tax Credits relating to current year (72,036) (54,167)
Total Tax on continuing operations (72,036) (54,167)
The applicable tax rates in relation to the Group’s profits are BVI 0%, UK 25% and Swiss 12.3% (2022: 0%,19% and 12.3%).
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 2023
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 37
8. EARNINGS PER SHARE
2023 2022
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 (891,705) (1,449,903)
Profit/(loss) for the year (891,705) (1,449,903)
Weighted average number of shares of the Company 7,945,838 7,945,838
Earnings per share:
Basic and Diluted (GBP) from continuing operations (0.11) (0.18)
Basic and Diluted (GBP) (0.11) (0.18)
Number of shares outstanding at the period end:
Number of shares in issue 7,945,838 7,945,838
Basic number of shares in issue 7,945,838 7,945,838
38 Thalassa Holdings Ltd | Annual Report and Accounts 2023
9. INTANGIBLE ASSETS AND GOODWILL
Development
costs Patents Software Total
GBP GBP GBP GBP
At 31 December 2021
Cost 762,358 126,382 22,550 911,289
Accumulated Impairment - - (3,758) (3,758)
Net book amount 762,358 126,382 18,792 907,531
Full-year ended
31 December 2022
Opening net book amount 762,358 126,382 18,792 907,531
Additions 391,289 27,119 - 418,408
Revaluation of c’fwd amount - - 2,546 2,546
Amortisation charge - - (8,790) (8,790)
Closing net book amount 1,153,647 153,501 12,548 1,319,695
At 31 December 2022
Cost 1,153,647 153,501 25,096 1,332,244
Accumulated Impairment - - (12,548) (12,548)
Net book amount 1,153,647 153,501 12,548 1,319,696
Full-year ended
31 December 2023
Opening net book amount 1,153,647 153,501 12,548 1,319,696
Additions 358,590 27,393 - 385,983
Amortisation charge - - (8,366) (8,366)
Closing net book amount 1,512,237 180,894 4,182 1,697,312
At 31 December 2023
Cost 1,512,237 180,894 25,096 1,718,227
Accumulated Amortisation - - (20,914) (20,914)
Net book amount 1,512,237 180,894 4,182 1,697,313
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.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2023
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 39
10. PROPERTY, PLANT AND EQUIPMENT
Plant
Land and and Motor
Total buildings Equipment Vehicles
Cost GBP GBP GBP GBP
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 2,066,129 130,483 540,076
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
Cost at 1 January 2023 2,736,688 2,066,129 130,483 540,076
FX movement 65,882 80,862 (14,980)
2,802,570 2,146,991 130,483 525,096
Additions 2,320 - 2,320 -
Reclassification of Motor Vehicles to Afs investments (288,583) - - (288,583)
Cost at 31 December 2023 2,516,307 2,146,991 132,803 236,513
Depreciation
Depreciation at 1 January 705,955 235,540 127,934 342,481
FX movement 8,044 (694) 8,738
713,999 234,846 127,934 351,219
Charge for the year on continuing operations 248,059 217,312 2,303 28,444
Foreign exchange effect on year end translation (8,795) 10,142 - (18,937)
Reclassification of Motor Vehicles to Afs investments (166,880) - - (166,880)
Depreciation at 31 December 2023 786,383 462,300 130,237 193,846
Closing net book value at 31 December 2023 1,729,924 1,684,691 2,566 42,667
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 2023 (2022: £nil).
40 Thalassa Holdings Ltd | Annual Report and Accounts 2023
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.
2023 2022
GBP GBP
Available for sale investments
At the beginning of the period 504,877 1,187,345
Additions 880,004 3,554,617
Unrealised gain/(losses) 283,031 87,635
Disposals (636,895) (4,461,505)
Reclassification of Motor Vehicles to Afs investments 120,244 -
Forex on opening balance 7,989 136,785
At 31 December 1,159,250 504,877
12. LOANS AND PORTFOLIO HOLDINGS
2023 2022
GBP GBP
Loans at 1 January 1,532,469 1,333,599
Accrued interest 45,239 45,235
Forex on opening balance (76,550) 153,635
Loans at 31 December 1,501,158 1,532,469
Portfolio Holdings at 1 January 3,284,471 4,371,674
Issued - 746,009
Interest - 325,237
Repaid - (92)
Reclassification of portfolio cash - (754,473)
Forex - 28,157
Written off - Tappit Loan Interest & Option - (1,432,041)
Portfolio holdings at 31 December 3,284,471 3,284,471
Total of loans and holdings 4,785,629 4,816,940
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 2023
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 41
Without prior notification, Thalassa was advised on 26th January 2023, that Messrs Taylor and Pitts of Begbies Traynor (Central) LLP
had been appointed as administrators of Tappit on the 20th January 2023 and that a sale of Tappit’s business and assets by way of a
pre-packaged sale to Tap Holdco Limited completed on the same date.
Thalassa announced on 27th January 2023 that the position was being written down to £0 in the books. The Chairman,
commensurately announced that on an exceptional and purely moral basis he would contribute net proceeds from the sale of
personal property up to the amount of Thalassa’s initial investment of £3m. As a result, only the value of the accrued interest and
Option value, totalling £1,432,041 has been written off, above.
13. TRADE AND OTHER RECEIVABLES
2023 2022
GBP GBP
Trade receivables 139,250 86,669
Trade receivables 139,250 86,669
Other receivables 439,319 440,181
Corporation tax 72,983 106,663
Prepayments 137,230 131,789
Total trade and other receivables 788,782 765,302
The Directors consider that the carrying value of trade and other receivables is approximate to their fair value.
14. TRADE AND OTHER PAYABLES
2023 2022
GBP GBP
Trade payables 251,827 677,135
Other payables 310,548 307,259
Accruals 977,374 226,416
Total trade and other payables 1,539,749 1,210,810
15. LEASE LIABILITIES
2023 2022
Non-current liabilities GBP GBP
Lease liabilities 1,404,107 1,510,377
1,404,107 1,510,377
2023 2022
Current liabilities GBP GBP
Lease liabilities 173,325 158,473
173,325 158,473
42 Thalassa Holdings Ltd | Annual Report and Accounts 2023
16. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets mandatorily measured at FVPL include the following:-
2023 2022
GBP GBP
Non current assets
Investments in associated entities 2,019,367 2,356,526
Portfolio Holdings 3,284,471 4,038,944
Current assets
Available for sale financial assets 1,159,250 504,877
At 31 December 6,463,088 6,900,347
2023 2022
Amounts recognised in profit or loss:-
GBP GBP
Available for sale financial assets 283,031 224,420
Investments in associated entities (307,940) (235,658)
Portfolio Holdings - 101,691
(24,909) 90,453
17. 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 may become payable upon successful completion
of the fund-raising exercise.
Previously, this lease was classified as an operating lease under IAS 17.
Thalassa’s subsidiary Alfalfa was transferred a lease prior to the sale of id4 which had been entered into January 2021, for the
buildings surrounding and including Villa Kramerstein on the banks of Lake Lucerne in Switzerland. Since the accounting date, some
of the buildings have been sublet and therefore the income matches the expenditure.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property,
plant and equipment (see note 10).
Land and
buildings
GBP
Balance at 1 January 2023 1,830,589
Depreciation charge for the year (217,313)
Foreign exchange effect on year end translation 71,415
Balance at 31 December 2023 1,684,691
Amounts recognised in profit or loss
2023 - Leases under IFRS 16 GBP
Interest on lease liabilities (79,369)
Expenses related to short-term leases (30,840)
Right of use asset (186,007)
(296,216)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2023
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 43
18. SHARE CAPITAL
As at As at
31 Dec 2023 31 Dec 2022
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 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
Shares purchased - - -
Balance at 31 December 2023 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 2023 (2022: 12,906,521 shares) which comprised 61.9% of the total issued share capital (2022: 61.9%). No purchase
took place in 2023 (2022: 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.
44 Thalassa Holdings Ltd | Annual Report and Accounts 2023
19. 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 2023, the Group had capital of £9,206,379 (2022: £10,298,100). The Group does not have any externally imposed
capital requirements.
20. 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 2023 2022
DOA Alpha Ltd (formerly WGP Group Ltd) British Virgin Islands 100% 100%
DOA Exploration Ltd (formerly WGP Exploration Ltd) England & Wales 100% 100%
DOA Delta Ltd (formerly WGP Survey Ltd) British Virgin Islands 100% 100%
Apeiron Holdings (BVI) Ltd (formerly Autonomous Holdings Ltd) British Virgin Islands 100% 100%
Autonomous Robotics Ltd England & Wales 100% 100%
WGP Geosolutions Limited Cyprus 100% 100%
Alfalfa Holdings AG Switzerland 100% 100%
Thalassa Holdings (II) Ltd British Virgin Islands 100% 0%
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards (“IFRS”)., through
application of the appropriate standard the investments in subsidiaries are held at cost within the Group financial statements.
Due to the pre- or early stage revenue producing status, and therefore book value, of Autonomous Robotics Limited the directors
of the Group feel that the IFRS cost basis does not represent a market value of the subsidiaries.
21. ASSOCIATED ENTITIES
On 17 December 2021, the acquisition of id4 was complete by Anemoi International Ltd with consideration in the form of shares
issued to Thalassa and its subsidiary Aperion BVI totalling 36.92% of the voting rights. Further purchases were made in 2023 totalling
40.77% of the voting rights. The investment is recognised using the equity method as described in note 2.15.
On the same date the loan notes issued to Anemoi International Ltd were converted as per the terms of the agreement. 334,956
notes of USD1 were converted in to 334,956 Class A Preference Shares of no par value each fully paid.
Athenium Consultancy Ltd, in which the Group owns 35% shares, was incorporated on 12 October 2021.
Movement on interests in associates can therefore be summarised as follows:
2023 2022
GBP GBP
Fair value of investment at 1 January 2,356,526 2,325,457
Share of profits/(losses) for the year attributable to the Group (307,862) (235,659)
Purchases 68,642 -
Exchange Variance (97,939) 266,728
2,019,367 2,356,526
There are no other entities in which the Group holds 20% or more of the equity, or otherwise exercises significant influence over
the affairs of the entity.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2023
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 45
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 £252,523 in 2023 (2022: £307,076) (total accrual at 31 December 2023 of
£648,440 (2022: £404,727)).
During the period David Thomas, non-executive director, invoiced the Group £Nil of which £Nil was owed as at 31 December
2023 (2022: £Nil) and £20,000 accrued.
During the period Kenneth Morgan, non-executive director, invoiced the Group £Nil of which £Nil was owed as at 31 December
2023 (2022: £Nil) and £8,012 accrued.
Athenium Consultancy Ltd, a company in which the Group owns shares invoiced the group for financial and corporate administration
services totalling £181,500 for the period (Dec 2022: £165,000). As at the year end the Group owed £97,499 (2022: £46,647).
The Group was due £15,151 (2022: £2,894) 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 £41,217 (2022: £22,013) were charged from Thalassa.
As at the year end the Group was due £18,505 (2022: £17,073) from Alina Holdings Limited, a company under common directorship.
During the year services amounting to £98,957 (2022: £91,167) 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 (total accrual at 31 December 2023 of £60,000 (2022: £50,000)).
During the period Nicholas Dale, director of Alfalfa, invoiced the Group 2023 fees of £4,631 of which £Nil was owed as at 31
December 2023 (2022: £Nil) (Nicholas Dale resigned as director in 2024).
During the period £28,000 was paid to Offshore Robotics related to David Grant’s director fees for his directorship of ARL, 2023
fees were £36,000 of which £7,323 was owed as at 31 December 2023 (2022: £9,640) and £4,500 accrued.
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 2023 (2022: £Nil).
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 2023 would have increased the profit and net assets by £760 (2022:
£8,718 decrease). A decrease of 5% would have had an equal and opposite impact.
As 31 December 2023 approximately 59% (2022: 68%) of amounts owing to suppliers are held in GBP, 21% in EUR (2022: 8%), 6%
in USD (2022: 6%), 0% in NOK (2022: 1%) and 14% in CHF (2022: 17%).
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.
46 Thalassa Holdings Ltd | Annual Report and Accounts 2023
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.
24. SUBSEQUENT EVENTS
Alfalfa Holdings AG, subject to local government approval, has agreed to the surrender of its lease of the Villa Kramerstein estate.
Once surrendered, Alfalfa Holdings AG will enter into a one-year lease of the ground floor of one of the estate buildings.
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.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2023
Annual Report and Accounts 2023 | Thalassa Holdings Ltd 47
DIRECTORS, SECRETARY AND ADVISERS
Directors C Duncan Soukup, Chairman
David M Thomas, Director
Kenneth Morgan, Director
Registered Office Folio Chambers
P.O. Box 800, Road Town, Tortola,
British Virgin Islands
Company Secretary Duncan Soukup
Broker WH Ireland Limited
24 Martin Lane, London EC4R 0DR
Solicitors to the Company Locke Lord (UK) LLP
(as to English Law) 201 Bishopsgate, London EC2M 3AB
Solicitors to the Company Conyers Dill & Pearman
(as to BVI Law) Romasco Place, Wickhams Cay 1 PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
Auditors RPG Crouch Chapman LLP
40 Gracechurch Street
London EC3V 0BT
Registrars Link Market Services
12 Castle Street
St Helier Jersey JE2 3RT
Company websites www.thalassaholdingsltd.com
www.autonomousroboticsltd.com
NP0424-3984
www.thalassaholdingsltd.com
THALASSA
THALASSA
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