THALASSA HOLDINGS LIMITED
Thalassa Holdings Ltd (THAL)
Thalassa Holdings Ltd
Thalassa Holdings Ltd (Reuters: THAL.L, Bloomberg: THAL:LN) ("Thalassa” or the "Company")
AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023 The Company today announces its audited results for the year ended 31 December 2023. The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2023, which will be published today on the Company's website www.thalassaholdings.com. A copy has also been submitted to the National Storage Mechanism where it will be available for inspection. Cross-references in the extracted information below refer to pages and sections in the Company's Report and Accounts for the year ended 31 December 2023. GroupResults2023versus2022GBP GBP
*1basedonweightedaveragenumberofsharesinissueof7,945,838(2022:7,945,838) *2basedonactualnumberofsharesinissueasat31December2023of7,945,838(2022:7,945,838) 2023Macro-Highlights
2023Micro-Highlights
“Well,here’sanothernicemessyou’vegottenmeinto.”LaurelandHardy,Sonsofthedesert1933 OrTheGreatParadoxoftheUS Market!ByJeremy Grantham
https://www.gmo.com/europe/research-library/the-great-paradox-of-the-u.s.-market_viewpoints
ThefollowingthoughtsareextractsfromMarketWatchandGMO, and hopefully reflect Mr Grantham’s,and my view of the Market
BubblesandAI
astransformativeasthoseearlyinvestorscouldseeand sometimes even more so – but only after a substantial periodofdisappointmentduringwhichtheinitialbubble bursts.Thus, as the most remarkable example of the techbubble,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!
U.S.marketisthatwestartfromaShiller P/Eandcorporateprofitmarginsthatare nearrecordlevelsandthereforepredicting near perfection”.
‘Can’tgetbloodoutofa stone’
U.S.stockmarketlook“poor”asit’sgenerallyoverpriced andneverhasseen“asustainedrallystartingfroma34 Shiller P/E.”
Non-U.S.EquitiesandRealEstate
CHAIRMAN’S STATEMENT
Holdings 2023 results reflect limited movement in the carrying valueof Company’s unquoted Holdings,in particularAutonomous Robotics (ARL). In contrast, there have been large movements in the Company’s quoted Holdings, in particular:
In 2023, NWT’s shares performed well, rising 127.2% from 33p/share to close 2023 at 75p/share. THALown’s9.98%ofNWT,whichwebelievehassignificant growth potential,particularly in the USA.NWT’s fiscal year- end is 30April,such that 2024 results should be announced towards the end of September 2024.The Company had a soft first half, revenues declined 2%, but has indicated that several new Human Capital Management (HCM) ‘access control’contractsshoulddriverevenuegrowthinthesecond halfoftheyear.Attheprevailingmarketpriceof83.5p/share, the Company’s market capitalisation is ~£7.8m,plus debt of ~£5.6m,givinganEVof~£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 growthof~10%,andEBITDAmarginsrisingfrom6%/8%back towards10%to15%,or£3mto£4.5m,on£30mofrevenue 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 multipleon 2023 EBITDA of £1.1m is 12.2x,we believe that this reflects investor anticipation for improved results, and thatamoreconservativeEV/EBITDAmultipleof8xour£3m to£4.5m2028EBITDAestimateismoreappropriate,which inturnwould result inanEV of£24mto£36m,oranEquity valueof£20.4mto£32.4m,orasharepricetargetof£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.
Asreportedlastyear,theFlyingNodebespokeseismicsensor development project, supported by Net Zero Technology Centre (NZTC) and two major Energy Companies, was completed in 2022.Extensive field testing and analysis of the seismicdatawasperformedwhichculminatedinanoffshore trial at Fort William in Scotland. During this trial, the Flying Node seismic sensor was benchmark tested against industry standardoceanbottomnodesandcomparisonofthe
ThemechanicaldesignoftheFlyingNodewasalsomodified to optimise the seismic sensor performance and an updated batterysystemwas also developed.This resulted in the build andtestofaMK2versionoftheFlyingNodewhichwasused for the trials. The software team also progressed the development of the in-housenodecontrolandnavigationsoftware.Initialinwater testing of the software will start in the 2nd quarter of 2024. As also mentioned in the Summary above,a formal process tounlockthelatentpotentialvalueofARLisnowunderway and we look forward to reporting further during the coming months. Outlook AIis clearly the latest dot.com game in town.Nvidia (NVDA US)inparticular,isgrowingrevenuesandprofitsexponentially. NVDAistheproverbialbucketandspadesupplierinthislatest gold rush. However, how the buyers of their sophisticated chips will translate their substantial Capex into increased profits remains to be seen. AI is already impacting the way companies operate, and individualstransfer 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.
DuncanSoukup Chairman 29April2024 FINANCIAL REVIEW
GROUPRESULTS ContinuingOperations TotalRevenuefromcontinuingoperationsfortheyearto 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 Profit of £0.24m (2022: Gross Profit £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. OperatingLosswastherefore£0.9m(2022:loss£0.6m). NetFinancialIncome/(Expense) of £0.3m included net foreign exchange income,net interest expense andnetincomefromfinancialinvestmentsincludingfairvalue adjustments (2022: income £0.2m). OtherGains/(Losses)were gain £0.02m (2022: loss of £(0.9)m). ShareofLossesofAssociatedEntitieswas £0.31m (2022:£0.24). Loss Before Tax on continuing operations was £1.0m (2022:£1.5m). Taxoncontinuing operationsforthe periodwas acredit of £0.07mrelating a R&Dtax credit (2022:credit £0.05m).
LossfortheyearfromContinuingOperations wastherefore£0.89m(2022:£1.45m). Profit/(Loss)fortheyear This resulted in a Group loss for the year of £0.89m (2022: profit £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 includingcashof£0.1mequivalentto£0.004pershare(2022: £1.4m and £0.15 per share). Net Cash Flowfromoperationsamountedtoanoutflow of £0.4m as compared to £0.4m inflow in 2022. NetCashfromInvestingActivities,amounted to an outflow of £0.5m (2022 outflow £0.7m) relating to continuing operations in the purchase of available for sale investments. NetCashOutflowfromFinancingActivities amountedto£0.2m(2022:outflow£4.3m). Net Decrease in Cash and Cash Equivalentswas £1.0m resulting in Cash and Cash Equivalents at 31 December 2023 of £0.1m (2022: £4.6m). DIRECTORS’ REPORTTheDirectorspresenttheirreportandtheauditedfinancialstatementsfortheyearended31December2023.
RESULTSANDDIVIDENDS 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.
DIRECTORSANDDIRECTORS’INTERESTS The Directors of the Company who held office during the year and to date,including details of their interest in the share capital of the Company, are as follows:
SHAREBUY-BACK There were no share buy backs during the year ended 31 December2023,norfortheyearended31December 2022.
RELATEDPARTYTRANSACTIONS Detailsofallrelatedpartytransactionsaresetoutinnote22 to the financial statements.
OPERATIONALRISKS 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,MrC.DuncanSoukup,whoservesastheExecutive Chairman,to identify potential acquisition opportunities and toexecuteanyacquisition.Theunexpectedlossoftheservices 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. TheCompanymayinvestinoracquireunquotedcompanies, joint ventures or projects which, amongst other things, may be leveraged, have limited operating histories, have limited financial resources or may require additional capital.
Details of the financial instrument risks and strategy of the Group are set out in note 23.
GLOBALECONOMICRISK GlobalgeopoliticalrisksmayhaveanimpactontheCompany’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.
RISKSANDUNCERTAINTIES Asummaryof thekeyrisksandmitigation strategiesisbelow:
DIRECTORS’RESPONSIBILITIESSTATEMENT TheDirectorshaveelectedtopreparethefinancialstatements for the Group in accordance with UKAdopted International Accounting Standards (“IFRS”). TheDirectorsareresponsibleforkeepingproperaccounting records which disclose with reasonable accuracy at any time the financial position of the Group, for safeguarding the assetsandfortakingreasonablestepsforthepreventionand detection of fraud and other irregularities. International Accounting Standard 1 requires that financial statementspresentfairlyforeachfinancialperiodthe
Group’sfinancialposition,financialperformanceand cash flows.This requires the faithful representation of the effects of transactions, other events and conditions in accordancewiththedefinitionsandrecognitioncriteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s ‘Framework for the preparation and presentation of financial statements’. In virtuallyallcircumstances,a fairpresentationwillbeachieved by compliance with all applicable UK Adopted International Accounting Standards (“IFRS”). A fair presentation also requires the Directors to:
All of the current Directors have taken all the steps thatthey ought to have taken to make themselves aware of any informationneededbytheGroup’sauditorsforthepurposes of their audit and to establish that the auditors are aware of thatinformation.TheDirectorsarenotawareofanyrelevant audit information of which the auditors are unaware. The financial statements are published on the Group’s website. The maintenance and integrity of the Group’s websiteis the responsibility of the Directors.The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein.
RESPONSIBILITYSTATEMENT Weconfirm that tothe best ofour knowledge:
TheAnnualGeneralMeetingwillbeheldatAnjuna,28 Avenue de la Liberté,06360 Éze France on 12 June 2024. ApprovedbytheBoardandsignedonitsbehalf by
C.DuncanSoukup Chairman 29April2024 CORPORATE GOVERNANCE STATEMENT
The Company’s shares are admitted to the Official List ofthe UK Listing Authority and to trading on the LondonStockExchange’sMainMarket.TheBoardrecognises 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.
BOARDOVERVIEW 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(theCorporateGovernanceCodeforSmallandMid- Sized Quoted Companies 2018 published by the Quoted CompaniesAlliance)sofarasispracticableandtotheextent they consider appropriate with regards to the Company’s size,stageofdevelopmentandresources.However,giventhe modest size and simplicity of the Company, at present the BoardofDirectorsdonotconsideritnecessarytoadoptthe 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.
COMPOSITIONOFTHEBOARDANDBOARD COMMITTEES Asat the date of this report,the Board ofThalassa Holdings Ltd comprises of one Executive Director and two Non- Executive Directors, which complies with the QCA Code.
BOARDBALANCE ThecurrentBoardmembershipprovidesabalanceofindustry and financial expertise which is well suited to the Group’s activities.This will be monitored and adjusted to meet the Group’srequirements.The Board is supported by theAudit 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/.TheBoardseekstoensure that its membership has the skills and experience that it requires for its present and future business needs.
RE-ELECTIONOFDIRECTORS In line with the QCA Code,all Directors are subject to re- election each year, subject to satisfactory performance.
BOARDANDCOMMITTEEMEETINGS The Board meets sufficiently 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.
AUDITCOMMITTEE During the financial period to 31 December 2023,theAudit 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 financial performanceoftheGroupisproperlymeasuredandreported on and for reviewing reports from the Company’s auditors relatingtotheCompany’saccountingandinternalcontrols,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 19April 2023 and has indicated its independence to the Board.
REMUNERATIONCOMMITTEE During the financial 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 benefits, including bonuses and share based payments, of the Executive Directors, and for reviewing and making recommendations ontheCompany’sframeworkofexecutiveremuneration.The Committee has formal terms of reference. TheremunerationcommitteeisacommitteeoftheBoard.It is primarily responsible for making recommendations to the Boardonthetermsandconditionsofserviceoftheexecutive Directors,including their remuneration and grant of options. REGULATORYCOMPLIANCECOMMITTEE During the financial 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 RulesaredischargedbytheBoard.TheCommitteehasformal terms of reference.
ESG TheGrouphasnotcompliedwiththerecommendations 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 recognisestheimportanceofclimate-relatedmattersand, as a development stage business, intends to develop a plan to adopt theTCFD 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.
STATEMENTONCORPORATEGOVERNANCE 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 tothe risks inherent to the size and complexity ofThalassa’s operations. The Board considers it appropriate to adopt the principlesof the Quoted Companies Alliance Corporate Governance Code(“theQCACode”)publishedinApril2018.Theextent 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:
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.Thecurrentstrategyandbusinessoperationsof the Company are set out in the Chairman’s Statement on page 9. Shareholders and potential investors must realisethattheobjectivessetoutinthatdocumentaresimply that;“objectives”andthattheCompanymaywithoutprior
The Group’s strategy and business model and amendments thereto, are developed by the Executive Chairman and his seniormanagementteam,andapprovedbytheBoard. 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’sstrategy,managementwillseektomitigate/hedgerisk whenever possible. As a result of the Board’s view of the market,the Board has adopted a five-pronged approach to future investments:
The above outlined strategy is subject to change depending on the Board’s findings and prevailing market conditions.
The Board believes that the Annual Report and Accounts, andtheInterimReportpublishedatthehalf-year,playan important part in presenting all shareholders with an assessmentoftheGroup’spositionandprospects.Allreports and press releases are published in the Investor Relations section of the Company’s website.
TheGroupisawareofitscorporatesocialresponsibilitiesand theneedtomaintaineffectiveworkingrelationshipsacross 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’soperationsandworkingmethodologiestakeaccount of the need to balance the needs of all of these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Group for the benefit of its members as a whole.The Group endeavoursto take account of feedback received from stakeholders, making amendments where appropriate and where such amendments are consistent with the Group’s longer term strategy. TheGrouptakesdueaccountofanyimpactthatitsactivities 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.
TheBoardisresponsibleforthesystemsofriskmanagement 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 butnotabsoluteassuranceagainstmaterialmisstatement or loss.Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually. Abudgetingprocessiscompletedonceayearandisreviewed and approved by the Board.The Group’s results, compared withthebudget,arereportedtotheBoardonaregularbasis. 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 newrisksandopportunitiespresentedtotheGroup,making recommendations to the Board and/orAudit Committee as appropriate.
The Company receives comments from its external auditors on the state of its internal controls. The more significant risks to the Group’s operations and the managementofthesehavebeendisclosedintheChairman’s statement on page 9.
TheBoardcurrentlycomprisestwonon-executiveDirectors andanExecutiveChairman.Directors’biographiesaresetout in the Board of Directors section of the Company’s website. All of the Directors are subject to election by shareholdersat the first Annual General Meeting after their appointment totheBoardandwillcontinuetoseekre-electioneveryyear. 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 andstrategyoftheGroup,toreviewoperationalandfinancial 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. TheBoardconsidersitselftobesufficientlyindependent.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.
The Board considers that the Non-executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities,and bring considerable experience in technical, operational and financial matters. The Company has put in place anAudit Committee as well asRemunerationandListingComplianceCommittees.There sponsibilitiesofeachofthesecommitteesaredescribed in the Board of Directors section of the Company’s website. TheBoardregularlyreviewsthecompositionoftheBoardto ensurethatithasthenecessarybreadthanddepthofskillsto 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 operationalenvironmentandtotheDirectors’responsibilities as members of the Board. During the course of the year, Directors received updates from the Company Secretaryand various external advisers on a number of regulatory and corporate governance matters. Directors’ service contracts or appointment letters make provisionforaDirectortoseekpersonaladviceinfurtherance of his or her duties and responsibilities, normally via the Company Secretary.
The Board’s performance is measured by the success of the Company’s acquisitions and investments and the returnsthat they generate for shareholders and in comparison to peergroupcompanies. Thisperformanceispresentedin the Group’s monthly management accounts and reported, discussed and reviewed with the Board regularly.
TheBoardseekstomaintainthehigheststandardsofintegrity andprobityin 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. TheGroupiscommittedtoprovidingasafeenvironmentfor 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 theactions of the Board and management team.The Group has an anti-bribery policy and would report any instances of non-complianceto the Board.The Group has undertaken a reviewofitsrequirementsundertheGeneralDataProtection Regulation, implementing appropriate policies, procedures and training to ensure it is compliant.
TheBoardhasoverallresponsibilityforpromotingthesuccess of the Group.The Chairman has day-to-day responsibilityfor 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. ThereisaclearseparationoftherolesofExecutiveChairman 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 responsibilityfor 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 andhasresponsibilityfor, amongstotherthings, planning and reviewing the annual report and accounts and interim statements involving, where appropriate, the external auditors.TheCommitteealsoapprovesexternalauditors’fees andensurestheauditors’independenceaswellasfocusingon compliancewithlegalrequirementsandaccountingstandards. It is also responsible for ensuring that an effective system of internalcontrol is maintained.The ultimate responsibility for reviewing and approving the annual financial statements and interim statements remains with the Board. A summary of the responsibilities of theAudit Committee is setoutabove.TheCommitteehasformaltermsofreference, which are set out in the Board of Directors section of the Company’s website. The Remuneration Committee, which meets as required,has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Directors. It also supervises the Company’s share incentive schemes and sets performance conditions for share options granted under the schemes. A summary of responsibilities of the Remuneration Committee is set out above. The Committee has formal terms of reference. The Directors believe that the above disclosures constitute sufficient disclosure to meet the QCA Code’s requirement for a Remuneration Committee Report. Consequently, a separate Remuneration Committee Report is not presented in the Group’s Annual Report. TheListingComplianceCommittee,whichmeetsasrequired, is responsible for ensuring that the Company’s obligations under the Listing Rules are discharged by the Board.
TheBoardbelievesthattheAnnualReportandAccounts,and theInterimReportpublishedatthehalf-year,playanimportant part in presenting all shareholders with an assessment of the Group’sposition and prospects.TheAnnual 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. TheGroup’sfinancialreportsandnoticesofGeneralMeetings oftheCompanycanbefoundintheReportsandDocuments 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.DuncanSoukup Chairman 29April2024 INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS’OFTHALASSAHOLDINGSLTD
OPINION Wehaveaudited the financial statements ofThalassa Holdings Ltd(the ‘Company’)anditssubsidiaries(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 financial statements, including a summary of significant accounting policies.The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted in the United Kingdom (IFRS). In ouropinion,thefinancialstatements:
BASISFOR OPINION We conducted our audit in accordance with International StandardsonAuditing(UK)(ISAs(UK))andapplicable law. Our responsibilities under those standards are further describedintheAuditor’sresponsibilitiesfortheauditofthe financialstatementssectionofourreport.Weareindependent ofthegroupinaccordancewiththeethicalrequirementsthat are relevant to our audit of the financial statements in the UK,including the FRC’s Ethical Standard as applied to listed entities,andwehavefulfilledourotherethicalresponsibilities inaccordance with these requirements.We believe that the auditevidencewehaveobtainedissufficientandappropriate to provide a basis for our opinion.
CONCLUSIONSRELATINGTOGOING CONCERN In auditing the financial statements,we have concluded that the directors’ use of the going concern basis of accountingin the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included review of the expected cashflows for a period of 12 months from the date of this report compared with the liquid assets held by the Group. Basedontheworkwehaveperformed,wehavenotidentified any material uncertainties relating to events or conditions that,individually or collectively,may cast significant doubt on theGroup’sabilitytocontinueasagoingconcernforaperiod ofatleasttwelvemonthsfromwhenthefinancialstatements are authorised for issue.
OUR APPROACHTOTHEAUDIT Inplanningouraudit,wedeterminedmaterialityandassessed therisksofmaterialmisstatementinthefinancialstatements.In particular,welookedatwherethedirectorsmadesubjective judgements,for example in respect of significant accounting estimates.Asinallofouraudits,wealsoaddressedtheriskof managementoverrideofinternalcontrols,includingevaluating 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 performedsufficientworktobeabletoissueanopinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accountingprocesses and controls,and the industry in which they operate. Independent Auditors’ Report to the members ofThalassa Holdings Ltd (continued)
KEYAUDITMATTERS Key audit matters are those matters that,in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement we identified (whether or not due to fraud), including those whichhadthegreatesteffecton:theoverallauditstrategy;the allocation of resources in the audit;and directing the efforts oftheengagementteam.Thematteridentifiedwasaddressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
OURAPPLICATIONOFMATERIALITY Weapplytheconceptofmaterialitybothinplanning and performing our audit, and in evaluating the effect of misstatements.Weconsider materiality to be the magnitude by which misstatements,including omissions,could influence theeconomicdecisionsofreasonableusersthataretakenon the basis of the financial statements. Inordertoreducetoanappropriatelylowleveltheprobability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below theselevelswillnotnecessarilybeevaluatedasimmaterialas wealsotakeaccountofthenatureofidentifiedmisstatements, and the particular circumstances of their occurrence, when evaluatingtheir effect onthe financial statements asa whole. We consider gross assets to be the most significant determinantoftheGroup’sfinancialperformanceusedby the users of the financial statements. We have based materiality on 1.5% of gross assets for each of the operating components.OverallmaterialityfortheGroupwastherefore set at £180k. For each component, the materiality set was lowerthantheoverallgroupmateriality–typically25%ofthe 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 financial statements.We also reportto the Audit Committee on financial statement disclosure mattersidentifiedwhenassessingtheoverallconsistencyand presentation of the consolidated financial statements.
OTHER INFORMATION Thedirectors are responsible for the other information.The otherinformationcomprisestheinformationincludedin the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statementsdoesnotcovertheotherinformationand,except to the extent otherwise explicitly stated in our report, wedo not express any form of assurance conclusion thereon.In connection with our audit of the financial statements,our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.We have nothing to report in this regard.
RESPONSIBILITIESOFDIRECTORS As explained more fully in the directors’ responsibilities statement set out on page 13 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s 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 ceaseoperations,orhavenorealisticalternativebuttodoso. Thosechargedwithgovernanceareresponsibleforoverseeing the Group’s financial reporting process.
AUDITOR’SRESPONSIBILITIESFORTHE AUDITOFTHEFINANCIALSTATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from materialmisstatement,whetherduetofraudorerror,andto issueouropinioninanauditor’sreport.Reasonableassurance is a high level of assurance,but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detectamaterialmisstatementwhenitexists.Misstatements canarisefromfraudorerrorandareconsideredmaterial
Irregularities,includingfraud,areinstancesofnon-compliance with laws and regulations. We design procedures in linewith our responsibilities, outlined above, to detect material misstatementsinrespect of irregularities,including fraud.The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Becauseoftheinherentlimitationsofanaudit, thereisa risk that we will not detect all irregularities, including those leadingtoamaterialmisstatementinthefinancialstatements or non-compliance with regulation.This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instancesofnon-compliance.Theriskisalsogreaterregarding irregularitiesoccurringduetofraudratherthanerror,asfraud involves intentional concealment,forgery,collusion,omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s Report.
OTHERMATTERSTHATWEAREREQUIRED TO ADDRESS Wewereappointedon19April2023andthisisthesecond year of our engagement as auditors for the Group. WeconfirmthatweareindependentoftheGroupandhave notprovidedanyprohibitednon-auditservices,asdefinedby theEthicalStandardissuedbytheFinancialReportingCouncil. Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit.
USEOFOUR REPORT ThisreportismadesolelytotheGroup’smembers,asabody. Our audit work has been undertaken so that we might state to the Group’s members those matters we are required to statetotheminanauditor’sreportandfornootherpurpose. 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.
MarkWilsonMA,FCA (SeniorStatutoryAuditor) ForandonbehalfofRPGCrouchChapmanLLP CharteredAccountants RegisteredAuditor 40GracechurchStreet London EC3V0BT
29April2024 CONSOLIDATED STATEMENT OF INCOMEfortheyearended31December2023
Thenoteson pages29to46forman integralpartofthisconsolidatedfinancialinformation
CONSOLIDATEDSTATEMENTOF FINANCIAL POSITIONasat31December2023
The notes onpages29 to 46form anintegral part ofthis consolidated financial information. These financial statements were approved and authorised by the board on 29April 2024. Signed on behalf of the board by:
C.DuncanSoukup Chairman CONSOLIDATED STATEMENT OF CASH FLOWSfortheyearended31December2023
Prior year comparatives have been reclassified to conform to the current year presentation. The notes onpages 29 to 46 form anintegral part ofthis consolidated financial information. CONSOLIDATEDSTATEMENTOFCHANGES IN EQUITYfortheyearended31December2023
AttributabletoownersoftheCompany Foreign
*UponconversiontoGBP,thevariancebetweenopeningandclosingrateforthereserveswastakentotheForeignExchangeReserve
Thenoteson pages29to46formanintegralpartofthisconsolidatedfinancialinformation. NOTESTOTHECONSOLIDATED FINANCIAL STATEMENTSfortheyearended31December2023
ThalassaHoldingsLtd(the “Company”)isaBritishVirginIsland(“BVI”)Internationalbusinesscompany(“IBC”), incorporated andregistered 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 ofThalassa and is an Autonomous UnderwaterVehicle (”AUV”) research and development company. ApeironHoldings(BVI)LtdisaBVIregisteredbusinessandisawhollyownedbyThalassa. AperionHoldings(BVI)Ltdisthe100%shareholderofAlfalfaHoldingsAG,acompanyregisteredin Switzerland. WGP Geosolutions Limited is a wholly owned subsidiary ofThalassa which is non-operational and has an additional subsidiary,WGP Group AT GmbH which was dissolved on 24/08/2022. ThalassaHoldings(II)LtdisawhollyownedsubsidiaryofThalassawhichisnon-operational,incorporatedandregisteredintheBVI on 30 January 2023. DOAAlpha Ltd is a wholly owned subsidiary ofThalassa which is non-operational and registered in the BVI.It has two additional subsidiaries,DOAExplorationLtdregisteredinEnglandandWalesandDOADeltaLtdregisteredintheBVI,bothnon-operational.
TheGroup prepares itsaccounts inaccordancewithapplicable UKAdoptedInternationalAccounting Standards (“IFRS”). The financial statements have been expressed in GBP since 2021,being the functional currency ofDOA Exploration Ltd,and AutonomousRoboticsLimited.The underlying records of the Company and other subsidiaries are maintained in their respective functional currencies,being US Dollars except forWGP Geosolutions Ltd in Euro andAlfalfa HoldingsAG in Swiss francs. Theprincipal accounting policies are summarised below.They have been applied consistently throughout the period covered by these financial statements.
The presentational currency of the financial statements is GBP,whereas the functional currency of the Company is US Dollars. Transactionsinforeigncurrenciesareinitiallyrecordedinthefunctionalcurrencybyapplyingthespotexchangerateonthe 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 statementof comprehensive income. Non-monetary assets and liabilities, other than those measured at fair value, are not retranslated subsequent to initial recognition. DOAExplorationLtdandAutonomousRoboticsLtdareincorporatedintheUKandhaveafunctionalcurrencyofGBP.Exchange differences on the retranslation of operations denominated in foreign currencies are included in Other Comprehensive Income. Year-endGBPUSDexchangerateasat31Dec2023:1.2731(2022:1.2103) AverageGBPUSDexchangerateas at31 Dec2023:1.2417 (2022:1.2800) Year-endGBPEURexchangerateasat31Dec2023:1.1527(2022:1.1273) AverageGBPEURexchangerateas at31 Dec2023:1.1400 (2022:1.1599) Year-endGBPCHFexchangerateasat31Dec2023:1.0713(2022:1.1187) AverageGBPCHF exchange rate as at 31 Dec 2023:1.0950 (2022:1.1762)
ThefinancialstatementshavebeenpreparedonthegoingconcernbasisasmanagementconsiderthattheGroupwillcontinuein operationfortheforeseeablefutureandwillbeabletorealiseitsassetsanddischargeitsliabilitiesinthenormalcourseofbusiness. 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.
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. Standardsissuedbutnotyeteffective:Therewereanumberofstandardsandinterpretationswhichwereinissueduring thecurrentperiodbutwerenoteffectiveatthatdateandhavenotbeenadoptedfortheseFinancialStatements.TheDirectorshave assessedthefullimpactoftheseaccountingchangesontheCompany.Totheextentthattheymaybeapplicable,theDirectorshave concludedthatnoneofthesepronouncementswillcausematerialadjustmentstotheGroup’sFinancialStatements.Theymayresult inconsequentialchangestotheaccountingpoliciesandothernotedisclosures.Thenewstandardswillnotbeearlyadoptedbythe Groupandhave/willbeincorporatedinthepreparationoftheGroupFinancialStatementsfromtheeffectivedatesnoted below. The new or amended standards include: IFRS17 Insurancecontracts1 IAS 1 PresentationoffinancialstatementsandIFRSPracticeStatement21IAS 8 Accounting policies,changes in accounting estimates and errors 1IAS 12 IncomeTaxes 1 Standardsissuedbutnotyeteffective: IFRS16 Leases2 IAS1 Presentationoffinancial statements (Amendment –ClassificationofLiabilities as Currentor Non-Current) 2 IAS1 Presentationoffinancialstatements(Amendment–Non-currentLiabilitieswithCovenants)2 IAS21 LackofExchangeability3 1Effective for annualperiods beginning onorafter 1 January 2023 2Effective for annualperiods beginning onorafter 1 January 2024 3Effective for annualperiods beginning onorafter 1 January 2025
TheconsolidatedfinancialstatementsincorporatethefinancialstatementsoftheCompanyandentitiescontrolledbytheCompany (itssubsidiaries).ControlisachievedwheretheCompanyhasthepowertogovernthefinancialandoperatingpoliciesofanentity 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 incomefromtheeffectivedateofacquisitionanduptotheeffectivedateofdisposal,asappropriate.Totalcomprehensiveincome 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. Allintra-grouptransactions,balances,incomeand expensesare eliminatedinfullon consolidation.
The preparation of financial statements in conformity with IFRS requires the Directors to make judgements, estimates and assumptionsthat affect the application of policies and reported amounts of assets,liabilities,income and expenses.The estimates andassociatedassumptionsarebasedonhistoricalexperienceandvariousotherfactorsthatarebelievedtobereasonableunder 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 theperiodinwhichtheestimateisrevisediftherevisionaffectsonlythatperiod,orintheperiodoftherevisionandfutureperiods if the revision affects both current and future periods.
The key judgement areas relate to the carrying value of provisions for loans receivable.Plant and Equipment is reviewed annually for indication of impairment.. Intellectual property is amortised and also reviewed annually for indication of impairment. Loans receivablearereviewedforpotentialrecoveryandimpairmentsincludedwherenecessary.Capitalisedresearchanddevelopment costs are reviewed annually for indication if impairment. JudgementisalsomadeinrespectoftheaccountingtreatmentoftheTHALDiscretionaryTrust.Management’sassessmentisbased on various indicators including activities,decision-making,benefits and risks of theTrust.Based on this assessment,management consider that theTHAL DiscretionaryTrust should not be consolidated.
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 locationandconditionnecessaryforittobecapableofoperatinginthemannerintended.Costalsoincludescapitalisedintereston borrowings, applied only during the period of construction. Fixedassets are depreciatedona straightline basis between3 and 15years from thepoint at whichthe asset isput into use.
GOODWILL Goodwillarisingonanacquisitionofabusinessiscarriedatcostasestablishedatthedateofacquisitionofthebusiness(seenote 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 indicationthattheunitmaybeimpaired.Iftherecoverableamountofthecash-generatingunitislessthanitscarryingamount,the impairment loss is allocated first to reduce the carrying amount of any goodwill allocatedto the unit and then to the other assets oftheunitproratabasedonthecarryingamountofeachassetintheunit.Anyimpairmentlossforgoodwillisrecogniseddirectly inprofitorlossintheconsolidatedstatementofincome.Animpairmentlossrecognisedforgoodwillisnotreversedinsubsequent periods. Ondisposaloftherelevantcash-generatingunit,theattributableamountofgoodwillisincludedinthedeterminationoftheprofit or loss on disposal.
DEVELOPMENTCOSTS 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 measuredreliably.Suchintangible assets are carried at cost less amortisation.Amortisation is charged to‘Administrative expenses’ intheStatementofComprehensiveIncomeonastraight-linebasisovertheintangibleassets’usefuleconomiclife.Theamortisation is based on a straight-line method typically over a period of 1-10 years depending on the life of the related asset. Expenditureonresearchactivitiesisrecognisedasanexpenseintheperiodinwhichitisincurred. Development costs are capitalised as an intangible asset only if the following conditions are met:
OTHERINTANGIBLEASSETS Otherintangibleassets,includingpatentsandtrademarks,thatareacquiredbytheGroupandhavefiniteusefullivesaremeasured at cost less accumulated amortisation and any accumulated impairment losses.
Anassessmentismadeateachreportingdateofwhetherthereisanyindicationofimpairmentofanyasset,orwhetherthereisany indicationthatanimpairmentlosspreviouslyrecognisedforanassetinapriorperiodmaynolongerexistormayhavedecreased. Ifanysuch 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 therehasbeenachangeintheestimatesusedtodeterminetherecoverableamountofanasset,howevernottoanamounthigher thanthecarryingamountthatwouldhavebeendetermined(netofanydepreciation/amortisation),hadnoimpairmentlossbeen recognisedfortheassetinapriorperiod.Areversalofanimpairmentlossiscreditedtothestatementofincomeintheperiodin which it arises.
Availableforsaleinvestmentsareinitiallymeasuredatcost,includingtransactioncosts.Gainsandlossesarisingfromchangesinfair value of available for sale investments are recognised at fair value through profit or loss.
Revenueismeasuredatthefairvalue oftheconsiderationreceivedor receivable. Inrespectofcontractswhicharelongterminnatureandcontractsforongoingservices,revenue,restrictedtotheamountsofcosts thatcanberecovered,isrecognisedaccordingtothevalueofworkperformedintheperiod.Revenueinrespectofsuchcontracts 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 ofVAT,returns,rebates and discountsin the Income Statement on a straight-line basis over the term of the lease.The directors consider this is in line with whentheCompany’s performance obligations are satisfied.Standard payments terms are that services are paid in advance.When theGroupprovidesleaseincentivestoitstenantsthecostofincentivesarerecognisedovertheleaseterm,onastraight-linebasis, as a reduction to income.
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, basedontaxratesandlawsthatareenactedorsubstantivelyenactedbythereportingdate.Taxischargedorcrediteddirectlyto equity if it relates to items that are credited or charged to equity.Otherwise,tax is recognised in the income statement. Deferredtaxisprovidedinfullusingtheliabilitymethodonalltimingdifferenceswhichresultinanobligationatthereportingdate 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 currenttaxrates.Deferredtaxassetsarerecognisedforalldeductibletemporarydifferencestotheextentthatitisprobablethat taxableprofits will be available against which those deductible temporary differences can be utilised.Deferred tax is not provided when the amounts involved are not significant.
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.
FinancialassetsandliabilitiesarerecognisedontheGroup’sstatementoffinancialpositionwhentheGroupbecomespartytothe 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 payablesarenotinterest-bearingandareinitiallyvaluedattheirfairvalueandaresubsequentlymeasuredatamortised cost. Equityinstrumentsarerecordedatfairvalue,beingtheproceedsreceived,netofdirectissuecosts. 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. Treasuryshares–WhereanyGroupcompanypurchasestheCompany’sequitysharecapital,theconsiderationpaid,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: Level1 —quoted prices (unadjusted) inactive markets for identical assets or liabilities; Level2—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); Level3—inputsfortheassetorliabilitythatarenotbasedon observablemarketdata(unobservableinputs). Borrowingsareinitiallymeasuredatfairvalueandaresubsequentlymeasuredatamortisedcost,plusaccruedinterest.
Acquisitionsofbusinessesareaccountedforusingtheacquisitionmethod.Theconsiderationtransferredinabusinesscombination 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. Atthe acquisitiondate,the identifiable assetsacquired,and the liabilities assumed are recognised attheir fair value. Goodwill is measured as the excess of the sum of the consideration transferred,the amount of any non-controlling interests and thefairvalueoftheacquirer’spreviouslyheldequityinterest(ifany)overthenetoftheacquisition-dateamountsoftheidentifiable assets acquired, and the liabilities assumed.
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. InvestmentsinassociatesareinitiallyrecordedatcostandthecarryingamountisincreasedordecreasedtorecognisetheGroup’s shareof 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. TheGroup’sshareofassociates’post-acquisitionprofitsorlossesisrecognisedinprofitorlossandthepost-acquisitionmovements in other comprehensive income is recognised within other comprehensive income.
ManagementhavechosentoorganisetheGroupinformationbyrevenuegenerated.DuringtheyeartheGrouphadtwooperating segments comprised of rental income through theAperion Group and Product Development through the rest of the Group. Informationrelated toeachreportable segmentis set outbelow. Total
Theaveragenumberofemployees(excludingtheDirectors)employedbytheGroupwas:- 2023 2022 Sales - - Development 5 4 Admin - - 5 4
GBP GBP Loaninterestreceivable 45,239 (53,935) Loaninterestpayable - (27,791) Bank interest receivable 13,437 33,133 Bank interest payable (3,195) (1,653) Lease liability (79,369) (91,535) Gains/(Losses)oninvestments 279,667 435,545 Foreigncurrencygains/(losses) 48 (44,229)
255,827 249,535
2023 2022 GBP GBP Profit/(loss)beforetaxfromcontinuingoperations (891,705) (1,449,903)
Taxatapplicablerates (169,424) (275,482)
Lossescarriedforward 169,424 275,482 R&DTaxCreditsrelatingtocurrent year (72,036) (54,167)
TotalTaxoncontinuingoperations (72,036) (54,167)
TheapplicabletaxratesinrelationtotheGroup’sprofits areBVI0%,UK25%andSwiss12.3%(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.
TheintangibleassetsheldbythegroupincreasedasaresultofcapitalisingthedevelopmentcostsandpatentfeesofAutonomous Robotics Ltd,alongside the introduction and build of a new finance system inThalassa Holdings Ltd.in 2021.
Asoutlinedinnote2.7,anassessmentismadeateachfinancialreportingdateastowhetherthereisanyindicationofimpairment 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).
TheLoanistotheTHALDiscretionaryTrust,interestispayableat3%perannum(reviewedperiodically).TheTHALDiscretionary Trustis a trust,independent ofThalassa,established for the benefit of individuals or parties to whom theTrustees wish to make awards at their discretion. InSeptember2020aloanwasissuedtoTappitTechnologies(UK)Ltdfor£3m,intheformofaconvertibleloannoteandincurred anon-compoundinginterestchargeof8%withamaturitydate36monthspostagreementdate.AsofDecember312022,interest of£424k was accrued.TheTappitTechnologies (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-Scholesmethodtoprovidethefairvalueadjustmentnotedinthetableabove.Afairvalueexercisewasundertakenfor2021 underthesamemethodwithnoadjustmentnecessaryduetotherebeingnonewsharesorfinancing.Theoptionwasvaluedat Withoutpriornotification,Thalassawasadvisedon26thJanuary2023,thatMessrsTaylorandPittsofBegbiesTraynor(Central)LLP hadbeenappointedasadministratorsofTappitonthe20thJanuary2023andthatasaleofTappit’sbusinessandassetsbywayofa pre-packaged sale toTap 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 personalproperty up to the amount ofThalassa’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.
TheDirectorsconsiderthatthecarryingvalueof tradeandotherreceivablesisapproximatetotheirfairvalue.
17.LEASESASLESSEE Thalassa’ssubsidiary,AutonomousRoboticsLtd,enteredinto a lease for the rent of the top floor of Eastleigh Court nearWarminster inJanuary2018for£10,000perannum.However,therentisbeingaccruedandmaybecomepayableuponsuccessfulcompletion of the fund-raising exercise. Previously,thisleasewasclassifiedasanoperatingleaseunderIAS17. Thalassa’s subsidiary Alfalfa was transferred a lease prior to the sale of id4 which had been entered into January 2021, for the buildingssurroundingandincludingVilla KramersteinonthebanksofLakeLucerneinSwitzerland.Since theaccountingdate,some of the buildings have been sublet and therefore the income matches the expenditure. Right-of-useassets 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
TreasurysharesrepresentsthecostoftheCompanybuyingbackitsshares.Therewere12,906,521sharesheldinTreasuryasat31 December2023(2022:12,906,521shares)whichcomprised61.9%ofthetotalissuedsharecapital(2022:61.9%).Nopurchase tookplace in2023 (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 orotherwise disposeof anyunissued shares.Furthermore,theDirectors areauthorised topurchase,redeemorotherwise 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.Thedirectorsmaydisposeofanysharesheldastreasurysharesonsuchtermsandconditionsastheymayfromtimetotime 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. Sharecapitalrepresents7,945,838ordinarysharesof $0.01each. The shares have been translated at the exchange rate at the point of issue and the period end movements taken to the foreign exchangereserve.The average rate noted above therefore reflects the aggregate rate at which the final share capital balance is recognised. Thefollowing describesthe nature andpurpose ofeach reserve within equity: RetainedEarnings:Allothernetgainsandlossesandtransactionswithowners(e.g.dividends)notrecognisedelsewhere FX Reserves:Gains/losses arising on retranslating the net assets of overseas operations into the reporting currency. Share Premium:Amount subscribed for share capital inexcess ofnominal value. OtherReserves:Otherreservesinclude,1.RevaluationReserves(gains/lossesarisingontherevaluationofthegroup’sproperty).2. Capital Contribution related to the merger of id4AG intoApeiron HoldingsAG.
TheGroup’scapitalcomprisesordinarysharecapital,retainedearningsandcapitalreserves.TheGroup’sobjectiveswhenmanaging capitalaretoprovideanoptimumreturntoshareholdersovertheshorttomediumtermthroughcapitalgrowthandincomewhilst ensuringtheprotection 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. At31December2023,theGrouphadcapitalof£9,206,379(2022:£10,298,100).TheGroupdoesnothaveanyexternallyimposed capital requirements.
DetailsoftheCompany’ssubsidiariesattheyearendareasfollows: Effective Shareholding
TheGroup preparesitsaccountsinaccordancewithapplicableUKAdoptedInternationalAccounting Standards(“IFRS”).,through application of the appropriate standard the investments in subsidiaries are held at cost within the Group financial statements. Duetothepre-orearlystagerevenueproducingstatus,andthereforebookvalue,ofAutonomousRoboticsLimitedthedirectors of the Group feel that the IFRS cost basis does not represent a market value of the subsidiaries.
On17 December 2021,the acquisition of id4 was complete byAnemoi International Ltd with consideration in the form of shares issuedtoThalassaanditssubsidiaryAperionBVItotalling36.92%ofthevotingrights.Furtherpurchasesweremadein2023totalling 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 toAnemoi International Ltd were converted as per the terms of the agreement.334,956 notes of USD1 were converted in to 334,956 ClassA Preference Shares of no par value each fully paid. AtheniumConsultancyLtd,inwhichtheGroupowns35%shares,wasincorporatedon12October2021. Movement on interests in associates can therefore be summarised as follows:
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.
Under the consultancy and administrative services agreement entered into on 3 January 2011 with a company in which the Chairmanhasabeneficialinterest,theGroupaccrued£252,523in2023(2022:£307,076)(totalaccrualat31December2023of £648,440 (2022:£404,727)). During the period DavidThomas,non-executive director,invoiced the Group £Nil of which £Nil was owed as at 31 December 2023 (2022: £Nil) and £20,000 accrued. DuringtheperiodKennethMorgan,non-executivedirector,invoicedtheGroup£Nilofwhich£Nilwasowedasat31December 2023 (2022: £Nil) and £8,012 accrued. AtheniumConsultancyLtd,a companyinwhichtheGroupownssharesinvoicedthegroupforfinancialandcorporateadministration 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) fromAnemoi International Ltd,a company in which through its subsidiaryApeiron 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 fromThalassa. AsattheyearendtheGroupwasdue£18,505(2022:£17,073)fromAlinaHoldingsLimited,acompanyundercommondirectorship. During the year services amounting to £98,957 (2022:£91,167) were charged fromThalassa. ARLowedrentof£10,000duringtheperiodfortradingpremisesfromEastleighCourtLimited.ThebeneficiariesofEastleighCourt 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). Duringthe period £28,000 was paid to Offshore Robotics related to David Grant’s director fees for his directorship ofARL,2023 fees were £36,000 of which £7,323 was owed as at 31 December 2023 (2022:£9,640) and £4,500 accrued.
TheGroup’sfinancialinstrumentscomprisecashandcashequivalentstogetherwithvariousitemssuchastradeandotherreceivables andtrade 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. ThemainrisksarisingfromtheGroup’sfinancialinstrumentsareinterestraterisk,foreignexchangerisk,creditriskandliquidityrisk.
INTERESTRATERISK TheGroupdoesnotundertakeanyhedgingagainstinterestraterisk.TheGroupfinancesitsoperationsfromthecashbalanceson the current and deposit accounts.The Group had total borrowings of £Nil as at 31 December 2023 (2022:£Nil).
FOREIGNEXCHANGERISK TheGroupundertakes FOREXand assetrisk managementactivities fromtime totime tomitigate foreign exchangerisk. Anincreasein foreignexchange ratesof5% at31 December2023would haveincreased theprofitand netassets by£760 (2022: £8,718decrease).Adecreaseof5%wouldhavehadanequalandoppositeimpact. As31December2023approximately59%(2022:68%)ofamountsowingtosuppliersareheldinGBP,21%inEUR(2022:8%),6% inUSD(2022:6%),0%inNOK (2022:1%)and14%inCHF (2022:17%).
CREDITRISK Groupcreditriskispredominantlyamatterofindividualcorporaterisk. However, Groupcompaniesalsooperateinfrontier and challenging regions which has the potential to add risk and uncertainty both from an operational and financial point of view. Whenever and wherever possible the Group attempts to mitigate this risk. In line with other international companies,the Group is exposed to geopolitical risks and the possibility of sanctions which could adversely affect our ability to perform operations or collect receivables from our clients.This risk is uninsurable and unhedgeable. LIQUIDITYRISK The Group’s strategy for managing cash is to maximise interest income whilst ensuring its availability to match the profile of the Group’sexpenditure.Allfinancialliabilitiesaregenerallypayablewithin30daysanddonotattractanyothercontractualcashflows. Based on current forecasts the Group has sufficient cash to meet future obligations.
AlfalfaHoldingsAG,subject to local government approval,has agreed to the surrender of its lease of theVilla Kramerstein estate. Once surrendered,Alfalfa HoldingsAG will enter into a one-year lease of the ground floor of one of the estate buildings.
TheconsolidatedfinancialstatementsareavailableontheCompany’swebsite:www.thalassaholdingsltd.com.
There is no one controlling party. Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ISIN: | VGG878801114 |
| Category Code: | ACS |
| TIDM: | THAL |
| LEI Code: | 2138002739WFQPLBEQ42 |
| Sequence No.: | 318914 |
| EQS News ID: | 1893323 |
| End of Announcement | EQS News Service |
