Thalassa Holdings Ltd.
News Detail
DGAP-UK-Regulatory News vom 09.06.2022
Thalassa Holdings Ltd: Final Results for Year Ended 31 December 2021
The notes on pages 27 to 46 form an integral part of this consolidated financial information CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2021
The notes on pages 27 to 46 form an integral part of this consolidated financial information CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 31 December 2021
The notes on pages 27 to 46 form an integral part of this consolidated financial information These financial statements were approved and authorised by the board on 9 June 2022. Signed on behalf of the board by: C. Duncan Soukup Chairman CONSOLIDATED STATEMENT OF CASH FLOWS
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| Notes | 2021 | 2020 | |
| GBP | GBP | ||
| Profit/(Loss) before income tax from: | |||
| Continuing operations | (1,435,978) | (2,384,843) | |
| Discontinued operations | (285,509) | (549,558) | |
| Profit/(Loss) before income tax including discountinued operations | (1,721,487) | (2,934,401) | |
| Adjustments for: | |||
| Impairment losses on goodwill | 149,992 | - | |
| (Increase)/decrease in trade and other receivables | (311,077) | 550,655 | |
| (Decrease)/increase in trade and other payables | 347,870 | (487,960) | |
| Loss/(gain) on disposal of PPE | - | - | |
| Gain/(loss) on disposal of AFS investments | 117,541 | 1,397,459 | |
| Net exchange differences | (93,995) | 877,877 | |
| Depreciation | 11 | 210,401 | 337,628 |
| Share of losses of associate/gain on disposal | (9,156) | (473,619) | |
| Fair value movement on AFS financial assets | (704,554) | 947,733 | |
| Cash generated by operations | (2,014,465) | 215,372 | |
| Taxation | 132,240 | 80,081 | |
| Net cash flow from operating activities | (1,882,225) | 295,453 | |
| Sale/(purchase) of property, plant and equipment | (1,564,752) | (286,447) | |
| Sale/(purchase) of intangible assets | (212,433) | (568,007) | |
| Sale/(purchase) of investment property | - | 2,729,329 | |
| Net (purchase)/sale of AFS financial assets | 97,010 | (1,910,769) | |
| Investments in subsidiaries | (815,428) | (5,971,421) | |
| Proceeds from disposal of Alina Holdings PLC | - | 89,304 | |
| Net cash flow in investing activities | (2,495,603) | (5,918,011) | |
| Cash flows from financing activities | |||
| Purchase of treasury shares | - | (1,995,622) | |
| Leasing Liabilities | - | (308,883) | |
| Proceeds from borrowings | 354,229 | 156,014 | |
| Repayment of borrowings | 2,167,225 | (2,209,397) | |
| Net cash flow from financing activities | 2,521,454 | (4,357,888) | |
| Net increase in cash and cash equivalents | (1,856,374) | (9,980,446) | |
| Cash and cash equivalents at the start of the year | 7,116,110 | 18,353,767 | |
| Effects of exchange rate changes on cash and cash equivalents | 138,472 | (1,257,211) | |
| Cash and cash equivalents at the end of the year | 5,398,208 | 7,116,110 |
The notes on pages 27 to 46 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2021
| Attributable | to owners | of the Company | |||||||
| Non- | Total | ||||||||
| Share | Share | Treasury | Other | Foreign Exchange | Retained | controlling | Shareholders | ||
| Capital | Premium | Shares | Reserves | Reserve | Earnings | Total | Interest | Equity | |
| GBP | GBP | GBP | GBP | GBP | GBP | GBP | GBP | GBP | |
| Balance as at 31 December 2019 |
163,523 | 28,093,398 | (6,563,313) | 325,398 | 3,926,880 | (6,110,435) | 19,835,451 | 465,777 | 20,301,228 |
| Redemption of Capital | (34,546) | (6,375,612) | - | - | - | - | (6,410,158) | - | (6,410,158) |
| Purchase of treasury shares | - | - | (1,995,622) | - | - | - | (1,995,622) | - | (1,995,622) |
| Disposal of subsidiary with NCI | - | - | - | - | - | 110,508 | 110,508 | (699,958) | (589,450) |
| Total comprehensive income | - | - | - | (246,682) | (229,183) | 571,248 | 95,383 | 111,883 | 207,266 |
| Balance as at 31 December 2020 |
128,977 | 21,717,786 | (8,558,935) | 78,716 | 3,697,697 | (5,428,679) | 11,635,562 | (122,298) | 11,513,264 |
| Disposal of subsidiary with NCI (note 7) | - | - | - | (1,775,036) | - | 697,579 | (1,077,457) | 122,298 | (955,159) |
| Exchange on conversion to GBP * | - | - | - | 3,776 | - | 3,776 | - | 3,776 | |
| Total comprehensive income | - | - | - | - | 134,698 | 456,740 | 591,438 | - | 591,438 |
| Balance as at 31 December 2021 |
128,977 | 21,717,786 | (8,558,935) | (1,696,320) | 3,836,171 | (4,274,360) | 11,153,319 | - | 11,153,319 |
*Upon conversion to GBP, the variance between opening and closing rate for the reserves was taken to the Foreign Exchange Reserve
The notes on pages 27 to 46 form an integral part of this consolidated financial information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2021
Autonomous Robotics Limited (“ARL” – formerly GO Science 2013 Ltd) is a wholly owned subsidiary of Thalassa and is an Autonomous Underwater Vehicle (”AUV”) research and development company.
Apeiron Holdings is a BVI registered business and is a wholly owned by Thalassa. Until the 17th December 2021, it owned 84% of Apeiron AG which is a company registered in Switzerland. Apeiron AG was merged with id4 AG during the period and the resulting company (named id4 AG) was sold to Anemoi International Limited on the 17th December 2021.
Aperion Holdings is the 100% shareholder of Alfalfa AG, a company registered in Switzerland.
WGP Geosolutions Limited is a wholly owned subsidiary of Thalassa which has an additional subsidiary, WGP Group AT GmbH, both currently non-operational.
The financial statements are expressed in GBP from 2021 and the comparatives have been restated. Historically the financial statements have been expressed in US dollars being the functional currency of the company and its subsidiaries other than DOAExploration Ltd, and Autonomous Robotics Limited which have a functional currency of pound sterling, WGP Group AT GmbH, WGP Geosolutions Ltd and Anemoi SA of Euro and Apeiron AG and id4 of Swiss francs.
The change to presenting in GBP is due to the lack of USD as a functional currency in either Thalassa or its subsidiaries
The following exchange rates were used in the translation of the accounts: -
Year end GBPUSD exchange rate as at 31 Dec 2021: 1.350 (2020:1.365).
Average GBPUSD exchange rate as at 31 Dec 2021: 1.357 (2020:1.344).
Year end GBPEUR exchange rate as at 31 Dec 2021: 1.189 (2020:1.117).
Average GBPEUR exchange rate as at 31 Dec 2021: 1.154 (2020:1.149).
Year end GBPCHF exchange rate as at 31 Dec 2021: 1.234 (2020:1.208).
Average GBPCHF exchange rate as at 31 Dec 2021: 1.221 (2020:1.246).
The principal accounting policies are summarised below. They have been applied consistently throughout the period covered by these financial statements.
2.1 FUNCTIONAL CURRENCY
The presentational currency of the financial statements is GBP, whereas the functional currency of the Company is US Dollars. Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the presentational currency at the spot exchange rate on the balance sheet date. Any resulting exchange differences are included in the statement of comprehensive income. Non-monetary assets and liabilities, other than those measured at fair value, are not retranslated subsequent to initial recognition.
2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group has changed to UK Adopted International Accounting Standards for the year ended 31 December 2021 from InternationalFinancial Reporting Standards (IFRSs) as adopted by the European Union for the year eded 31 December 2020.
Standards There were a number of standards and interpretations which were in issue during the current period but were not effective at that date and have not been adopted for these Financial Statements. The Directors have assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have concluded that none of these pronouncements will cause material adjustments to the Group’s Financial Statements. They may result in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted by the Group and will be incorporated in the preparation of the Group Financial Statements from the effective dates noted below.
The new standards include:
IFRS16 Leases (amendments) 1 & 2
IAS 39 Financial instruments recognition and measurement 1
IFRS 9 Financial instruments (amendments) 1
IFRS 7 Financial instruments disclosures (amendments) 1
IFRS 4 Insurance contracts 1
IFRS 3 Business combinations 2
IAS 37 Provisions, contingent liabilities and contingent assets 2
IFRS 17 Insurance contracts 2
IAS 1 Presentation of financial statements 3
IAS 8 Accounting policies, changes in accounting estimates and errors 3
1 Effective for annual periods beginning on or after 1 January 2021
2 Effective for annual periods beginning on or after 1 January 2022
3 Effective for annual periods beginning on or after 1 January 2023
Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of incomefrom the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income ofsubsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non- controllinginterests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with thoseused by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in theperiod in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revisionaffects both current and future periods.
The key judgement areas relate to the carrying value of provisions for loans receivable. Plant and Equipment is reviewed annually for indication of impairment.. Intellectual property is amortised and also reviewed annually for indication of impairment. Loans receivable are reviewed for potential recovery and impairments included where necessary. Capitalised research and development costs are reviewed annually for indication if impairment.
Judgement is also made in respect of the accounting treatment of the THAL Discretionary Trust. Management’s assessment is based onvarious indicators including activities, decision-making, benefits and risks of the Trust. Based on this assessment, managementconsider that the THAL Discretionary Trust should not be consolidated.
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.
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 2.16)less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash- generatingunits) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indicationthat the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment lossis allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based onthe carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidatedstatement of income. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss ondisposal.
DEVELOPMENT COSTS
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. Such intangible assets are carried at cost less amortisation. Amortisation is charged to ‘Administrative expenses’ in the Statement of Comprehensive Income on a straight-line basis over the intangible assets’ useful economic life. The amortisation is based on a straight-line method typically over a period of 1-10 years depending on the life of the related asset.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs are capitalised as an intangible asset only if the following conditions are met:
• an asset is created that can be identified;
• it is probable that the asset created will generate future economic benefit;
• the development cost of the asset can be measured reliably;
• it meets the Group’s criteria for technical and commercial feasibility; and
• sufficient resources are available to meet the development costs to either sell or use as an asset.
OTHER INTANGIBLE ASSETS
Other intangible assets, including patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged tothe statement of income in the period in which it arises. A previously recognised impairment loss is reversed only if there has been achange in the estimates used to determine the recoverable amount of an asset, however not to an amount higher than the carryingamount that would have been determined (net of any depreciation / amortisation), had no impairment loss been recognised for the asset in aprior period. A reversal of an impairment loss is credited to the statement of income in the period in which it arises.
The convertible loan notes held until December were revalued on a discounted cashflow basis at a market rate of 10%. The final value of the convertible element had been calculated using the Black-Sholes model to provide a fair value adjustment through the income statement. Since the year end they have been converted into 334,956 shares of $1 each.
In respect of contracts which are long term in nature and contracts for ongoing services, revenue, restricted to the amounts of costs thatcan be recovered, is recognised according to the value of work performed in the period. Revenue in respect of such contracts is calculated onthe basis of time spent on the project and estimated work to completion.
Where the outcome of contracts which are long term in nature and contracts for ongoing services cannot be estimated reliably, revenue isrecognised only to the extent of the costs recognised that are recoverable.
Where payments are received in advance in excess of revenue recognised in the period, this is reflected as a liability on the statement offinancial position as deferred revenue.
Rental income from investment properties leased out under operating leases is recognised net of VAT, returns, rebates and discounts in the Income Statement on a straight-line basis over the term of the lease. The directors consider this is in line with when the Company’s performance obligations are satisfied. Standard payments terms are that services are paid in advance. When the Group provides lease incentives to its tenants the cost of incentives are recognised over the lease term, on a straight-line basis, as a reduction to income.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based ontax rates and laws that are enacted or substantively enacted by the reporting date. Tax is charged or credited directly to equity if it relates toitems that are credited or charged to equity. Otherwise tax is recognised in the income statement.
Deferred tax is provided in full using the liability method on all timing differences which result in an obligation at the reporting date to pay moretax, or the right to pay less tax, at a future date, at rates that are expected to apply when they crystalise based on current tax rates.Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profits will beavailable against which those deductible temporary differences can be utilised. Deferred tax is not provided when the amountsinvolved are not significant.
DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and have a functional currency of GBP. Exchangedifferences on the retranslation of operations denominated in foreign currencies are included in Other Comprehensive Income.
Year end GBPUSD exchange rate as at 31 Dec 2021: 1.350 (2020:1.365).
Average GBPUSD exchange rate as at 31 Dec 2021: 1.357 (2020:1.344).
Year end GBPEUR exchange rate as at 31 Dec 2021: 1.189 (2020:1.117).
Average GBPEUR exchange rate as at 31 Dec 2021: 1.154 (2020:1.149).
Year end GBPCHF exchange rate as at 31 Dec 2021: 1.234 (2020:1.208).
Average GBPCHF exchange rate as at 31 Dec 2021: 1.221 (2020:1.246).
2.13 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognised on the Group’s statement of financial position when the Group becomes party to thecontractual provisions of the instrument.
Loans and receivables are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest, and are reduced by appropriate provisions for estimated irrecoverable amounts. Such provisions are recognised in the statement ofincome.
Available for sale financial assets comprise investments which do have a fixed maturity and are classified as non current assets if they are intended to be held for the medium to long term. They are measured at fair value through profit or loss.
Trade receivables are initially measured at fair value and are subsequently measured at amortised cost less appropriate provisionsfor estimated irrecoverable amounts. Such provisions are recognised in the statement of income.
Cash and cash equivalents comprise cash in hand and demand deposits and other short-term highly liquid investments withmaturities of three months or less at inception that are readily convertible to a known amount of cash and are subject to an insignificant riskof changes in value.
Trade payables are not interest-bearing and are initially valued at their fair value and are subsequently measured at amortised cost.
Equity instruments are recorded at fair value, being the proceeds received, net of direct issue costs.
Share Capital – Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options areshown in equity as a deduction, net of taxation, from the proceeds.
Treasury shares – Where any Group company purchases the Company’s equity share capital, the consideration paid, including anydirectly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until theshares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costsand the related income tax effects, is included in equity attributable to the Company’s equity holders.
Financial instruments require classification of fair value as determined by reference to the source of inputs used to derive the fair value. Thisclassification uses the following three-level hierarchy:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 — inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) orindirectly (i.e., derived from prices);
Level 3 — inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Borrowings are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests and the fairvalue of the acquirer’s previously held equity interest (if any) over the net of the acquisition- date amounts of the identifiable assets acquiredand the liabilities assumed.
The financial statements have been prepared on the going concern basis as management consider that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business. The Group has fully assessed its financial commitments and at the year end had net cash reserves of £1.0m plus a further £3.5m of available for sale investments. Whilst the on-going impact of COVID-19 is still affecting global markets alongside the Ukraine War, management is fully confident that it will be able to mitigate any potential downside.
In arriving at this conclusion management have prepared cash flow forecasts considering operating cash flows and capital expenditure requirements over the Group, as well as available working capital.
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.
As per the notes the segment relating to software services was discontinued through divestment from the group on 17 December 2021.
Information related to each reportable segment is set out below.
The costs related to the sale of id4 AG to Anemoi International Limited were borne by Anemoi International Ltd.
The applicable tax rates in relation to the Group’s profits are BVI 0%, UK 19% and Swiss 12.3% (2020: 0%,19% and 12.3%).
Autonomous Robotics Ltd has unprovided trading losses carried forward of approximately £4.4m available for utilisation against future trading profits.
The intangible assets held by the group increased as a result of capitalising the development costs and patent fees of Autonomous Robotics Ltd, alongside the introduction and build of a new finance system in Thalassa Holdings Ltd. Goodwill related to the acquisition of iD4 Ltd in December 2019 and alongside the development costs of id4 were removed upon disposal of the subsidiary in December 2021.
11. PROPERTY, PLANT AND EQUIPMENT
As outlined in note 2.7, an assessment is made at each financial reporting date as to whether there is any indication of impairment of any asset. An impairment review of the Group’s equipment has been undertaken, taking into account obsolescence, market conditions, value in use and useful economic life. As a result there has been no impairment charge in 2021 (2020: $nil).
AFS investments have been valued incorporating Level 1 inputs in accordance with IFRS7.
Equity investments that are held for trading.
The Loan is to the THAL Discretionary Trust, interest is payable at 3% per annum (reviewed periodically).
The THAL Discretionary Trust is a trust, independent of Thalassa, established for the benefit of individuals or parties to whom the Trustees wish to make awards at their discretion.
In September 2020 a loan was issued to Tappit Technologies (UK) Ltd for £3m, security is in the form of a convertible loan note and incurs a non-compounding interest charge of 8% with a maturity date 36 months post agreement date. For the period in question, interest of £294k (2020: £43k) was accrued. Upon the earlier of maturity or earlier upon certain qualifying events the outstanding balance plus accrued interest will convert at a discounted rate of 20% from the lowest price paid by qualifying finance for the most senior ranked shares. The Tappit Technologies (UK) Ltd loan notes have been were revalued in 2020 at fair value using a discounted cash flow method at the market rate of 10% on final value. The discount element of the final conversion has been valued using the Black-Scholes method to provide the fair value adjustment noted in the table above. A fair value exercise was undertaken for 2021 under the same method with no adjustment necessary due to there being no new shares or financing.
Upon formation of Anemoi International Ltd, a 10% fixed rate cumulative convertible loan note was issued for $350k, as per the terms of the agreement the notes were converted to preference shares during the period but prior to the sale of id4 to Anemoi International Ltd on 17 December 2021 – see note 22.
During the period the warrants held by Thalassa for Anemoi International Ltd, were transferred to the Anemoi Discretionary Trust in exchange for a debt of $345,000. The debt is repayable on the exercising of the warrants by the beneficiaries of the Trust.
The Directors consider that the carrying value of trade and other receivables approximate to their fair value.
18. LEASES AS LESSEE
Thalassa’s subsidiary, Autonomous Robotics Ltd, entered into a lease for the rent of the top floor of Eastleigh Court near Warminster in January 2018 for £10,000 per annum. However, the rent is being accrued and will only become payable upon successful completion of the fund raising exercise.
Previously, this lease was classified as an operating lease under IAS 17.
Thalassa’s subsidiary id4 entered into a lease in January 2021, for the buildings surrounding and including Villa Kramerstein on the banks of Lake Lucerne in Switzerland. Prior to the sale of id4, the lease was transferred to another subsidiary of Thalassa, Alfalfa AG. Since the accounting date, some of the buildings have been sublet and therefore the income matches the expenditure.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see note 11)
Amounts recognised in profit or loss
19. SHARE CAPITAL
On 21 October 2020, the Company returned capital to shareholders by means of a mandatory pro-rata redemption of 33.65% of the ordinary shares (excluding shares held in treasury) equivalent to 4,715,269 Ordinary Shares in aggregate. The Return of Capital was made as a capital distribution in specie to Shareholders of shares which the Company held in Alina Holdings PLC (formally “The Local Shopping REIT plc”) and Anemoi International Limited.
The recording error by the registrar was noted on 17 December 2020 and corrected across the Company as at 15 January 2021. It was not considered a material difference and therefore a company announcement was not made.
Treasury shares represents the cost of the Company buying back its shares. There were 12,906,521 shares held in Treasury as at 31 December 2020 (2019: 9,325,239 shares) which comprised 61.9% of the total issued share capital (2019: 36.5%). In total 3,581,282 of its shares were purchased in 2020 (2019: 1,609,992 shares).
Under the Company’s memorandum of association, the Company is authorised to issue 100,000,000 shares
of one class with a par value of US$0.01 each. Under the Company’s articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided that any such redemption is pro rata to each shareholders’ then percentage holding in the Company.
Share capital represents 7,945,838 ordinary shares of $ 0.01 each.
The shares have been translated at the exchange rate at the point of issue and the period end movements taken to the foreign exchange reserve. The average rate noted above therefore reflects the aggregate rate at which the final share capital balance is recognised.
At 31 December 2020, the Group had capital of £11,153,319 (2020: £11,513,264). The Group does not have any externally imposedcapital requirements.
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.
On 17 December 2021, the acquisition of id4 was complete by Anemoi International Ltd with consideration in the form of shares issued to Thalassa and its subsidiary Aperion BVI totalling 36.92% of the voting rights. The investment is recognised using the equity method as described in note 2.16.
On the same date the loan notes issued to Anemoi International Ltd were converted as per the terms of the agreement. 334,956 notes of USD1 were converted in to 334,956 Class A Preference Shares of no par value each fully paid.
Movement on interests in associates can therefore be summarised as follows:
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.
During the period Graham Cole, non-executive director, invoiced the Group £18,419 of which £6.3k was owed as at 31 December 2021 (2020: £15.4k).
During the period David Thomas, non-executive director, invoiced the Group £18,419 of which £18,419 was owed as at 31 December 2021 (2020: £29.3k).
The main risks arising from the Group’s financial instruments are interest rate risk, foreign exchange risk, credit risk and liquidity risk.
INTEREST RATE RISK
The Group does not undertake any hedging against interest rate risk. The Group finances its operations from the cash balances on thecurrent and deposit accounts. The Group had total borrowings of £4.5m as at 31 December 2021 (2020: £3.4m).
Interest rate sensitivity
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s short-term credit facilities.
The impact of changes in interest rates on the cost is as follows:
FOREIGN EXCHANGE RISK
The Group undertakes FOREX and asset risk management activities from time to time to mitigate foreign exchange risk.
An increase in foreign exchange rates of 5% at 31 December 2021 would have decreased the profit and net assets by £141,705 (2020: £79,251). A decrease of 5% would have had an equal and opposite impact. The majority of the Group’s balances are held in USD. As 31 December 2021 approximately 10% (2020: 10%) of amounts owing to suppliers are held in GBP, 17% in EUR (2020: 22%) and 21% in CHF (2020: 0%).
CREDIT RISK
Group credit risk is predominantly a matter of individual corporate risk. However, Group companies also operate in frontier andchallenging regions which has the potential to add risk and uncertainty both from an operational and financial point of view. Whenever andwherever possible the Group attempts to mitigate this risk.
In line with other international companies, the Group is exposed to geopolitical risks and the possibility of sanctions which could adverselyaffect our ability to perform operations or collect receivables from our clients. This risk is un-insurable and un-hedgeable.
LIQUIDITY RISK
The Group’s strategy for managing cash is to maximise interest income whilst ensuring its availability to match the profile of the Group’sexpenditure. All financial liabilities are generally payable within 30 days and do not attract any other contractual cash flows. Based oncurrent forecasts the Group has sufficient cash to meet future obligations.
DIRECTORS, SECRETARY AND ADVISERS
for the year ended 31 December 2021
- GENERAL INFORMATION
Autonomous Robotics Limited (“ARL” – formerly GO Science 2013 Ltd) is a wholly owned subsidiary of Thalassa and is an Autonomous Underwater Vehicle (”AUV”) research and development company.
Apeiron Holdings is a BVI registered business and is a wholly owned by Thalassa. Until the 17th December 2021, it owned 84% of Apeiron AG which is a company registered in Switzerland. Apeiron AG was merged with id4 AG during the period and the resulting company (named id4 AG) was sold to Anemoi International Limited on the 17th December 2021.
Aperion Holdings is the 100% shareholder of Alfalfa AG, a company registered in Switzerland.
WGP Geosolutions Limited is a wholly owned subsidiary of Thalassa which has an additional subsidiary, WGP Group AT GmbH, both currently non-operational.
- ACCOUNTING POLICIES
The financial statements are expressed in GBP from 2021 and the comparatives have been restated. Historically the financial statements have been expressed in US dollars being the functional currency of the company and its subsidiaries other than DOAExploration Ltd, and Autonomous Robotics Limited which have a functional currency of pound sterling, WGP Group AT GmbH, WGP Geosolutions Ltd and Anemoi SA of Euro and Apeiron AG and id4 of Swiss francs.
The change to presenting in GBP is due to the lack of USD as a functional currency in either Thalassa or its subsidiaries
The following exchange rates were used in the translation of the accounts: -
Year end GBPUSD exchange rate as at 31 Dec 2021: 1.350 (2020:1.365).
Average GBPUSD exchange rate as at 31 Dec 2021: 1.357 (2020:1.344).
Year end GBPEUR exchange rate as at 31 Dec 2021: 1.189 (2020:1.117).
Average GBPEUR exchange rate as at 31 Dec 2021: 1.154 (2020:1.149).
Year end GBPCHF exchange rate as at 31 Dec 2021: 1.234 (2020:1.208).
Average GBPCHF exchange rate as at 31 Dec 2021: 1.221 (2020:1.246).
The principal accounting policies are summarised below. They have been applied consistently throughout the period covered by these financial statements.
2.1 FUNCTIONAL CURRENCY
2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group has changed to UK Adopted International Accounting Standards for the year ended 31 December 2021 from InternationalFinancial Reporting Standards (IFRSs) as adopted by the European Union for the year eded 31 December 2020.
Standards There were a number of standards and interpretations which were in issue during the current period but were not effective at that date and have not been adopted for these Financial Statements. The Directors have assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have concluded that none of these pronouncements will cause material adjustments to the Group’s Financial Statements. They may result in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted by the Group and will be incorporated in the preparation of the Group Financial Statements from the effective dates noted below.
The new standards include:
IFRS16 Leases (amendments) 1 & 2
IAS 39 Financial instruments recognition and measurement 1
IFRS 9 Financial instruments (amendments) 1
IFRS 7 Financial instruments disclosures (amendments) 1
IFRS 4 Insurance contracts 1
IFRS 3 Business combinations 2
IAS 37 Provisions, contingent liabilities and contingent assets 2
IFRS 17 Insurance contracts 2
IAS 1 Presentation of financial statements 3
IAS 8 Accounting policies, changes in accounting estimates and errors 3
1 Effective for annual periods beginning on or after 1 January 2021
2 Effective for annual periods beginning on or after 1 January 2022
3 Effective for annual periods beginning on or after 1 January 2023
2.3 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (itssubsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as toobtain benefits from its activities.Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of incomefrom the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income ofsubsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non- controllinginterests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with thoseused by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
2.4 JUDGEMENT AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires the Directors to make judgements, estimates andassumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates andassociated assumptions are based on historical experience and various other factors that are believed to be reasonable under thecircumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are notreadily apparent from other sources. Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in theperiod in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revisionaffects both current and future periods.
The key judgement areas relate to the carrying value of provisions for loans receivable. Plant and Equipment is reviewed annually for indication of impairment.. Intellectual property is amortised and also reviewed annually for indication of impairment. Loans receivable are reviewed for potential recovery and impairments included where necessary. Capitalised research and development costs are reviewed annually for indication if impairment.
Judgement is also made in respect of the accounting treatment of the THAL Discretionary Trust. Management’s assessment is based onvarious indicators including activities, decision-making, benefits and risks of the Trust. Based on this assessment, managementconsider that the THAL Discretionary Trust should not be consolidated.
2.5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less depreciation and any provision for impairment. Cost includes the purchase price,including import duties, non-refundable purchase taxes and directly attributable costs incurred in bringing the asset to the location andcondition necessary for it to be capable of operating in the manner intended. Cost also includes capitalised interest on borrowings, appliedonly during the period of construction.Fixed assets are depreciated on a straight line basis between 3 and 15 years from the point at which the asset is put into use.
2.6 INTANGIBLE ASSETS
GOODWILLGoodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 2.16)less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash- generatingunits) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indicationthat the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment lossis allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based onthe carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidatedstatement of income. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss ondisposal.
DEVELOPMENT COSTS
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. Such intangible assets are carried at cost less amortisation. Amortisation is charged to ‘Administrative expenses’ in the Statement of Comprehensive Income on a straight-line basis over the intangible assets’ useful economic life. The amortisation is based on a straight-line method typically over a period of 1-10 years depending on the life of the related asset.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs are capitalised as an intangible asset only if the following conditions are met:
• an asset is created that can be identified;
• it is probable that the asset created will generate future economic benefit;
• the development cost of the asset can be measured reliably;
• it meets the Group’s criteria for technical and commercial feasibility; and
• sufficient resources are available to meet the development costs to either sell or use as an asset.
OTHER INTANGIBLE ASSETS
Other intangible assets, including patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses
2.7 IMPAIRMENT OF ASSETS
An assessment is made at each reporting date of whether there is any indication of impairment of any asset, or whether there is anyindication that an impairment loss previously recognised for an asset in a prior period may no longer exist or may have decreased. If anysuch indication exists, the asset’s recoverable amount is estimated. An asset’s recoverable amount is calculated as the higher of theasset’s value in use or its net selling price.An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged tothe statement of income in the period in which it arises. A previously recognised impairment loss is reversed only if there has been achange in the estimates used to determine the recoverable amount of an asset, however not to an amount higher than the carryingamount that would have been determined (net of any depreciation / amortisation), had no impairment loss been recognised for the asset in aprior period. A reversal of an impairment loss is credited to the statement of income in the period in which it arises.
2.8 INVESTMENTS
Available for sale investments are initially measured at cost, including transaction costs. Gains and losses arising from changes in fairvalue of available for sale investments are recognised at fair value through profit or loss.The convertible loan notes held until December were revalued on a discounted cashflow basis at a market rate of 10%. The final value of the convertible element had been calculated using the Black-Sholes model to provide a fair value adjustment through the income statement. Since the year end they have been converted into 334,956 shares of $1 each.
2.9 REVENUE
Revenue is measured at the fair value of the consideration received or receivable.In respect of contracts which are long term in nature and contracts for ongoing services, revenue, restricted to the amounts of costs thatcan be recovered, is recognised according to the value of work performed in the period. Revenue in respect of such contracts is calculated onthe basis of time spent on the project and estimated work to completion.
Where the outcome of contracts which are long term in nature and contracts for ongoing services cannot be estimated reliably, revenue isrecognised only to the extent of the costs recognised that are recoverable.
Where payments are received in advance in excess of revenue recognised in the period, this is reflected as a liability on the statement offinancial position as deferred revenue.
Rental income from investment properties leased out under operating leases is recognised net of VAT, returns, rebates and discounts in the Income Statement on a straight-line basis over the term of the lease. The directors consider this is in line with when the Company’s performance obligations are satisfied. Standard payments terms are that services are paid in advance. When the Group provides lease incentives to its tenants the cost of incentives are recognised over the lease term, on a straight-line basis, as a reduction to income.
2.10 TAXATION
The Company is incorporated in the BVI as an IBC and as such is not subject to tax in the BVI. DOA Exploration Ltd and AutonomousRobotics Ltd are incorporated in the UK and are therefore subject to UK tax regulations. Apeiron AG and id4 AG are incorporated in Switzerland in the canton of Lucern and are subject to Swiss tax regulations.Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based ontax rates and laws that are enacted or substantively enacted by the reporting date. Tax is charged or credited directly to equity if it relates toitems that are credited or charged to equity. Otherwise tax is recognised in the income statement.
Deferred tax is provided in full using the liability method on all timing differences which result in an obligation at the reporting date to pay moretax, or the right to pay less tax, at a future date, at rates that are expected to apply when they crystalise based on current tax rates.Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profits will beavailable against which those deductible temporary differences can be utilised. Deferred tax is not provided when the amountsinvolved are not significant.
2.11 FOREIGN CURRENCY
Transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rate of exchange prevailingon the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies areretranslated at the rates prevailing on the financial reporting date. Exchange differences arising are included in the statement of incomefor the period.DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and have a functional currency of GBP. Exchangedifferences on the retranslation of operations denominated in foreign currencies are included in Other Comprehensive Income.
Year end GBPUSD exchange rate as at 31 Dec 2021: 1.350 (2020:1.365).
Average GBPUSD exchange rate as at 31 Dec 2021: 1.357 (2020:1.344).
Year end GBPEUR exchange rate as at 31 Dec 2021: 1.189 (2020:1.117).
Average GBPEUR exchange rate as at 31 Dec 2021: 1.154 (2020:1.149).
Year end GBPCHF exchange rate as at 31 Dec 2021: 1.234 (2020:1.208).
Average GBPCHF exchange rate as at 31 Dec 2021: 1.221 (2020:1.246).
2.12 BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of thoseassets until such a time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised inprofit and loss in the period incurred.
2.13 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Loans and receivables are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest, and are reduced by appropriate provisions for estimated irrecoverable amounts. Such provisions are recognised in the statement ofincome.
Available for sale financial assets comprise investments which do have a fixed maturity and are classified as non current assets if they are intended to be held for the medium to long term. They are measured at fair value through profit or loss.
Trade receivables are initially measured at fair value and are subsequently measured at amortised cost less appropriate provisionsfor estimated irrecoverable amounts. Such provisions are recognised in the statement of income.
Cash and cash equivalents comprise cash in hand and demand deposits and other short-term highly liquid investments withmaturities of three months or less at inception that are readily convertible to a known amount of cash and are subject to an insignificant riskof changes in value.
Trade payables are not interest-bearing and are initially valued at their fair value and are subsequently measured at amortised cost.
Equity instruments are recorded at fair value, being the proceeds received, net of direct issue costs.
Share Capital – Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options areshown in equity as a deduction, net of taxation, from the proceeds.
Treasury shares – Where any Group company purchases the Company’s equity share capital, the consideration paid, including anydirectly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until theshares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costsand the related income tax effects, is included in equity attributable to the Company’s equity holders.
Financial instruments require classification of fair value as determined by reference to the source of inputs used to derive the fair value. Thisclassification uses the following three-level hierarchy:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 — inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) orindirectly (i.e., derived from prices);
Level 3 — inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Borrowings are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest.
2.14 BUSINESS COMBINATIONS
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination ismeasured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group,liabilities incurred by the Group to any former owners and the equity interests issued by the Group in exchange for control. Acquisition-related costs are generally recognised in profit or loss as incurred.At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests and the fairvalue of the acquirer’s previously held equity interest (if any) over the net of the acquisition- date amounts of the identifiable assets acquiredand the liabilities assumed.
2.15 GOING CONCERN
The financial statements have been prepared on the going concern basis as management consider that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business. The Group has fully assessed its financial commitments and at the year end had net cash reserves of £1.0m plus a further £3.5m of available for sale investments. Whilst the on-going impact of COVID-19 is still affecting global markets alongside the Ukraine War, management is fully confident that it will be able to mitigate any potential downside.
In arriving at this conclusion management have prepared cash flow forecasts considering operating cash flows and capital expenditure requirements over the Group, as well as available working capital.
2.16 INVESTMENT IN ASSOCIATED ENTITIES
Investments in associates are those over which the Group has significant influence. These are accounted for using the equity method of accounting. Significant influence is considered to be participation in the financial and operating policy decisions of the investee and is usually evidenced when the Group owns between 20% and 50% of that company’s voting rights.
Investments in associates are initially recorded at cost and the carrying amount is increased or decreased to recognise the Group’s share of the profits or losses of the associate after acquisition. At the date of acquisition any excess of the cost of acquisition over the Group’s share of the fair values of the identifiable net assets of the associate is recognised as goodwill. The carrying amount of these investments is reduced to recognise any impairment of the value of the individual investment. If the Group’s share of losses exceeds its interest in an associate the carrying value of that investment is reduced to nil and the recognition of any further losses is discontinued unless the Group has an obligation to make further funding contributions to that associate.
The Group’s share of associates’ post acquisition profits or losses is recognised in profit or loss and the post acquisition movements in other comprehensive income is recognised within other comprehensive income.
- SEGMENT INFORMATION
As per the notes the segment relating to software services was discontinued through divestment from the group on 17 December 2021.
Information related to each reportable segment is set out below.
| Sale of | Rental | ||||
| Total | Services | Income | |||
| GBP | GBP | GBP | |||
| Revenue | 56,233 | 28,000 | 28,233 | ||
| Rental Income | Other non-reportable segments | Total Continuing Operations | Software - discontinued operations | Total | |
| GBP | GBP | GBP | GBP | GBP | |
| Segment income statement | |||||
| Revenue | 28,233 | 110,423 | 138,656 | 28,000 | 166,656 |
| Expenses | (9,852) | 602,667 | 592,815 | (318,827) | 273,988 |
| Depreciation | (87,509) | (13,953) | (101,462) | (14,280) | (115,742) |
| Profit/loss before tax | (69,128) | 699,137 | 630,009 | (305,107) | 324,902 |
| Attributable income tax expense | - | 132,240 | 132,240 | (402) | 131,838 |
| Profit/loss for the period | (69,128) | 831,377 | 762,249 | (305,509) | 456,740 |
| Rental Income | Other non-reportable segments | Total Continuing Operations | Software - discontinued operations | Total | |
| GBP | GBP | GBP | GBP | GBP | |
| Segment statement of financial position | |||||
| Non-current assets | 1,357,726 | 1,210,886 | 2,568,612 | - | 2,568,612 |
| Current assets | 371,928 | 14,913,043 | 15,284,971 | - | 15,284,971 |
| Assets | 1,729,654 | 16,123,929 | 17,853,583 | - | 17,853,583 |
| Current liabilities | 504,568 | 4,943,361 | 5,447,929 | - | 5,447,929 |
| Non-current liabilities | 1,232,886 | 19,449 | 1,252,335 | - | 1,252,335 |
| Liabilities | 1,737,454 | 4,962,810 | 6,700,264 | - | 6,700,264 |
| Net assets | (7,800) | 11,161,119 | 11,153,319 | - | 11,153,319 |
| Shareholders' equity | (7,800) | 11,161,119 | 11,153,319 | - | 11,153,319 |
| Total equity | (7,800) | 11,161,119 | 11,153,319 | - | 11,153,319 |
- EXCEPTIONAL COSTS
| 2021 | 2020 | |
| GBP | GBP | |
| Exceptional costs | ||
| Divestment related costs | - | 57,840 |
| Total Exceptional costs | - | 57,840 |
The costs related to the sale of id4 AG to Anemoi International Limited were borne by Anemoi International Ltd.
- EMPLOYEES
| The average number of employees (excluding the Directors) employed by the Group was:- | ||
| 2021 | 2020 | |
| Sales | - | - |
| Development | 4 | 3 |
| Admin | 5 | 5 |
| 9 | 8 |
| 2021 | 2020 | |
| GBP | GBP | |
| Loan interest receivable | 351,714 | 135,727 |
| Loan interest payable | (41,263) | (54,341) |
| Bank interest receivable | 1,515 | 22,540 |
| Bank interest payable | (3,852) | (43,021) |
| Lease liability | (29,150) | (1,041) |
| Gains/(Losses) on investments | (540,173) | 1,588,861 |
| Foreign currency gains/(losses) | (93,995) | 1,028,053 |
| (355,204) | 2,676,778 |
- DISCONTINUED OPERATIONS
| 2021 | 2020 | |
| GBP | GBP | |
| Analysis of profit for the year from discontinued operations | ||
| Revenue | 28,000 | 42,050 |
| Expenses | (333,509) | (459,248) |
| Profit before income tax | (305,509) | (417,198) |
| Income tax expense | - | (812) |
| Profit after income tax of discontinued operations | (305,509) | (418,010) |
| Gain on sale of the subsidiary after income tax | 2,440,728 | - |
| Profit from discontinued operation | 2,135,219 | (418,010) |
| Net cash inflow from operating activities | 8,519 | (821,000) |
| Net cash outflow from investing activities | (418,246) | (340,104) |
| Net cash inflow from financing activities | 344,799 | 1,059,234 |
| Net cash outflow in subsidiary | (64,928) | (101,870) |
| Details of the sale of the subsidiary | ||
| Consideration received | ||
| Shares in Anemoi International | 2,240,000 | - |
| Carrying amount of assets sold | 200,728 | - |
| Gain on sale | 2,440,728 | - |
On the 17th December 2021, Apeiron Holdings BVI, a 100% owned subsidiary of Thalassa, successfully completed the sale of its subsidiary id4 AG to Anemoi International Ltd. Consideration consisted of shares in Anemoi International Ltd to the value of £2.24m.
Prior to the disposal of the associate, the loan outstanding from Thalassa and Apeiron BVI was converted to a capital contribution under Swiss and BVI law, this loan was used to finance the losses bought forward in id4 AG of £697,597 and therefore they have been offset resulting in a decrease in capital of £1,077,457 before the removal of non-controlling interest.
- INCOME TAX EXPENSE
| 2021 | 2020 | |
| GBP | GBP | |
| Current tax from continuing operations | (132,240) | 81,467 |
| Current tax from discontinued operations | - | - |
| Total Tax | (132,240) | 81,467 |
| GBP | GBP | |
| Profit/(loss) before tax from continuing operations | (1,678,479) | 1,238,218 |
| Tax at applicable rates | (318,911) | 235,262 |
| Losses carried forward | 318,911 | (235,262) |
| R&D Tax Credits relating to current year | (132,240) | (84,031) |
| Overseas tax | - | 2,564 |
| Total Tax on continuing operations | (132,240) | (81,467) |
| GBP | GBP | |
| Profit before tax from discontinued operations | (305,509) | (647,175) |
| Tax at applicable rates | - | - |
| Total Tax on discontinued operations | - | - |
The applicable tax rates in relation to the Group’s profits are BVI 0%, UK 19% and Swiss 12.3% (2020: 0%,19% and 12.3%).
Autonomous Robotics Ltd has unprovided trading losses carried forward of approximately £4.4m available for utilisation against future trading profits.
- EARNINGS PER SHARE
| 2021 | 2020 | |
| GBP | GBP | |
| The calculation of earnings per share is based on the following loss attributable to ordinary shareholders and number of shares: |
||
| Profit/(loss) for the year from continuing operations | 762,249 | 1,238,219 |
| Profit/(loss) for the year from discontinued operations | (305,509) | (556,326) |
| Profit for the year | 456,740 | 681,893 |
| Weighted average number of shares of the Company | 7,945,838 | 14,139,629 |
| Earnings per share: | ||
| Basic and Diluted (GBP) from continuing operations | 0.10 | 0.09 |
| Basic and Diluted (GBP) from discontinued operations | (0.04) | (0.04) |
| Basic and Diluted (GBP) | 0.06 | 0.05 |
| Number of shares outstanding at the period end: | ||
| Number of shares in issue | 7,945,838 | 16,242,283 |
| Recording error | - | 106 |
| Treasury shares | - | (3,581,282) |
| Capital Redemption | - | (4,715,269) |
| Basic number of shares in issue | 7,945,838 | 7,945,838 |
- INTANGIBLE ASSETS AND GOODWILL
| Development | ||||||
| costs | Patents | Software | Sub-total | Goodwill | Total | |
| GBP | GBP | GBP | GBP | GBP | GBP | |
| At 31 December 2019 | ||||||
| Cost | 103,056 | 28,457 | - | 131,513 | 274,381 | 405,894 |
| Accumulated Impairment | - | - | - | - | (119,170) | (119,170) |
| Net book amount | 103,056 | 28,457 | - | 131,513 | 155,211 | 286,724 |
| Full-year ended 31 December 2020 | ||||||
| Opening net book amount | 103,056 | 28,457 | - | 131,513 | 155,211 | 286,724 |
| Additions | 510,974 | 52,557 | - | 563,531 | - | 563,531 |
| Revaluation of c'fwd amount | 42 | 12 | - | 54 | (5,219) | (5,165) |
| Closing net book amount | 614,072 | 81,026 | - | 695,098 | 149,992 | 845,090 |
| At 31 December 2020 | ||||||
| Cost | 614,072 | 81,026 | - | 695,098 | 265,154 | 960,252 |
| Accumulated Impairment | - | - | - | - | (115,162) | (115,162) |
| Net book amount | 614,072 | 81,026 | - | 695,098 | 149,992 | 845,090 |
| Full-year ended 31 December 2021 | ||||||
| Opening net book amount | 614,072 | 81,026 | - | 695,098 | 149,992 | 845,090 |
| Additions | 372,071 | 45,356 | 22,550 | 439,976 | - | 439,976 |
| Revaluation of c'fwd amount | - | - | - | - | - | |
| Disposal of subsidiaries | (223,785) | - | (223,785) | (147,384) | (371,169) | |
| Amortisation charge | - | - | (3,758) | (3,758) | (2,608) | (6,366) |
| Closing net book amount | 762,358 | 126,382 | 18,792 | 907,531 | - | 907,531 |
| At 31 December 2021 | ||||||
| Cost | 762,358 | 126,382 | 22,550 | 911,289 | - | 911,289 |
| Accumulated Amortisation | - | - | (3,758) | (3,758) | - | (3,758) |
| Net book amount | 762,358 | 126,382 | 18,792 | 907,531 | - | 907,531 |
The intangible assets held by the group increased as a result of capitalising the development costs and patent fees of Autonomous Robotics Ltd, alongside the introduction and build of a new finance system in Thalassa Holdings Ltd. Goodwill related to the acquisition of iD4 Ltd in December 2019 and alongside the development costs of id4 were removed upon disposal of the subsidiary in December 2021.
11. PROPERTY, PLANT AND EQUIPMENT
| Plant | ||||
| Land and | and | Motor | ||
| Total | buildings | Equipment | Vehicles | |
| Cost | GBP | GBP | GBP | GBP |
| Cost at 1 January 2020 | 294,055 | 55,534 | 125,670 | 112,851 |
| FX movement | (6,046) | 22 | (2,273) | (3,795) |
| 288,009 | 55,556 | 123,397 | 109,056 | |
| Adjustment on transition to IFRS16 | - | - | - | - |
| Additions | 286,501 | - | 14,296 | 272,205 |
| Cost at 31 December 2020 | 574,510 | 55,556 | 137,693 | 381,261 |
| Depreciation | ||||
| Depreciation at 1 January | 236,848 | 9,256 | 114,741 | 112,851 |
| FX movement | (6,237) | 4 | (2,446) | (3,795) |
| 230,611 | 9,260 | 112,295 | 109,056 | |
| Charge for the year on continuing operations | 34,999 | 8,706 | 4,964 | 21,329 |
| Reclassification | 2,170 | 553 | 262 | 1,355 |
| Depreciation at 31 December 2020 | 267,780 | 18,519 | 117,521 | 131,740 |
| Closing net book value at 31 December 2020 | 306,730 | 37,037 | 20,172 | 249,521 |
| Cost at 1 January 2021 | 574,510 | 55,556 | 137,693 | 381,261 |
| FX movement | 1,713 | - | 487 | 1,226 |
| 576,223 | 55,556 | 138,180 | 382,487 | |
| Adjustment on transition to IFRS16 | - | - | - | - |
| Additions | 1,460,666 | 1,357,726 | 708 | 102,232 |
| Disposal of Subsidiary | (19,312) | - | (19,312) | - |
| Cost at 31 December 2021 | 2,017,577 | 1,413,282 | 119,576 | 484,719 |
| Depreciation | ||||
| Depreciation at 1 January | 267,781 | 18,519 | 117,522 | 131,740 |
| FX movement | 2,215 | - | 989 | 1,226 |
| 269,996 | 18,519 | 118,511 | 132,966 | |
| Charge for the year on continuing operations | 95,116 | 9,392 | 3,940 | 81,784 |
| Foreign exchange effect on year end translation | (137) | (135) | 952 | (954) |
| Disposal of Subsidiary | (8,479) | - | (8,479) | - |
| Depreciation at 31 December 2021 | 356,496 | 27,776 | 114,924 | 213,796 |
| Closing net book value at 31 December 2021 | 1,661,081 | 1,385,506 | 4,652 | 270,923 |
As outlined in note 2.7, an assessment is made at each financial reporting date as to whether there is any indication of impairment of any asset. An impairment review of the Group’s equipment has been undertaken, taking into account obsolescence, market conditions, value in use and useful economic life. As a result there has been no impairment charge in 2021 (2020: $nil).
- INVESTMENTS – AVAILABLE FOR SALE FINANCIAL ASSETS
AFS investments have been valued incorporating Level 1 inputs in accordance with IFRS7.
Equity investments that are held for trading.
| 2021 | 2020 | |
| GBP | GBP | |
| Available for sale investments | ||
| At the beginning of the period | 1,417,003 | 3,517,803 |
| Additions | 3,445,080 | 21,234,657 |
| Unrealised gain/(losses) | (518,523) | 157,488 |
| Disposals | (3,172,142) | (23,492,945) |
| Forex on opening balance | 15,928 | - |
| At 31 December | 1,187,346 | 1,417,003 |
- LOANS AND PORTFOLIO HOLDINGS
| 2021 | 2020 | |
| GBP | GBP | |
| Loans at 1 January | 1,279,849 | 1,285,293 |
| Accrued interest | 39,365 | 37,779 |
| Forex on opening balance | 14,385 | (43,223) |
| Loans at 31 December | 1,333,599 | 1,279,849 |
| Portfolio Holdings at 1 January | 4,292,777 | - |
| Issued | 255,607 | 7,810,868 |
| Interest | 293,767 | 66,118 |
| Repaid | (475,861) | (4,790,611) |
| Forex | 5,384 | 424,068 |
| Fair Value Adjustment | - | 782,334 |
| Portfolio holdings at 31 December | 4,371,674 | 4,292,777 |
| Total of loans and holdings | 5,705,273 | 5,572,626 |
The Loan is to the THAL Discretionary Trust, interest is payable at 3% per annum (reviewed periodically).
The THAL Discretionary Trust is a trust, independent of Thalassa, established for the benefit of individuals or parties to whom the Trustees wish to make awards at their discretion.
In September 2020 a loan was issued to Tappit Technologies (UK) Ltd for £3m, security is in the form of a convertible loan note and incurs a non-compounding interest charge of 8% with a maturity date 36 months post agreement date. For the period in question, interest of £294k (2020: £43k) was accrued. Upon the earlier of maturity or earlier upon certain qualifying events the outstanding balance plus accrued interest will convert at a discounted rate of 20% from the lowest price paid by qualifying finance for the most senior ranked shares. The Tappit Technologies (UK) Ltd loan notes have been were revalued in 2020 at fair value using a discounted cash flow method at the market rate of 10% on final value. The discount element of the final conversion has been valued using the Black-Scholes method to provide the fair value adjustment noted in the table above. A fair value exercise was undertaken for 2021 under the same method with no adjustment necessary due to there being no new shares or financing.
Upon formation of Anemoi International Ltd, a 10% fixed rate cumulative convertible loan note was issued for $350k, as per the terms of the agreement the notes were converted to preference shares during the period but prior to the sale of id4 to Anemoi International Ltd on 17 December 2021 – see note 22.
During the period the warrants held by Thalassa for Anemoi International Ltd, were transferred to the Anemoi Discretionary Trust in exchange for a debt of $345,000. The debt is repayable on the exercising of the warrants by the beneficiaries of the Trust.
- TRADE AND OTHER RECEIVABLES
| 2021 | 2020 | |
| GBP | GBP | |
| Trade receivables | 123,344 | 47,640 |
| Trade receivables | 123,344 | 47,640 |
| Other receivables | 49,608 | 246,887 |
| Corporation tax | 128,893 | 87,057 |
| Prepayments | 507,762 | 116,946 |
| Total trade and other receivables | 809,607 | 498,530 |
The Directors consider that the carrying value of trade and other receivables approximate to their fair value.
- TRADE AND OTHER PAYABLES
| 2021 | 2020 | |
| GBP | GBP | |
| Trade payables | 666,526 | 369,535 |
| Other payables | 279,254 | 47,466 |
| Accruals | 167,509 | 348,418 |
| Total trade and other payables | 1,113,289 | 765,419 |
- BORROWINGS
| 2021 | 2020 | |
| Non-current liabilities | GBP | GBP |
| Credit facility | - | - |
| Lease liabilities | 1,252,335 | 28,816 |
| 1,252,335 | 28,816 | |
| 2021 | 2020 | |
| Current liabilities | GBP | GBP |
| Credit facility | 4,324,649 | 3,439,454 |
| Lease liabilities | 150,911 | 9,136 |
| 4,475,560 | 3,448,590 |
| In December 2020 the group entered into a fixed-term advance GBP currency denominated credit facility. |
| The total available amount under the facility is GBP£10.3m of which £4.4m was drawn down as at 21 December 2021 (2020:£3.4m). The facility carries an interest rate of 0.7547% |
- FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
| 2021 | 2020 | |
| GBP | GBP | |
| Non current assets | ||
| Available for sale financial assets | 1,187,346 | 1,417,003 |
| Investments in associated entities | 2,325,457 | - |
| Portfolio Holdings | 4,371,674 | 4,292,777 |
| At 31 December | 7,884,477 | 5,709,780 |
| 2021 | 2020 | |
| Amounts recognised in profit or loss:- | GBP | GBP |
| Available for sale financial assets | (502,595) | 1,642,130 |
| Investments in associated entities | (213,100) | - |
| Portfolio Holdings | 181,563 | 850,099 |
| (534,132) | 2,492,229 |
18. LEASES AS LESSEE
Thalassa’s subsidiary, Autonomous Robotics Ltd, entered into a lease for the rent of the top floor of Eastleigh Court near Warminster in January 2018 for £10,000 per annum. However, the rent is being accrued and will only become payable upon successful completion of the fund raising exercise.
Previously, this lease was classified as an operating lease under IAS 17.
Thalassa’s subsidiary id4 entered into a lease in January 2021, for the buildings surrounding and including Villa Kramerstein on the banks of Lake Lucerne in Switzerland. Prior to the sale of id4, the lease was transferred to another subsidiary of Thalassa, Alfalfa AG. Since the accounting date, some of the buildings have been sublet and therefore the income matches the expenditure.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see note 11)
| Land and | |
| buildings | |
| GBP | |
| Balance at 1 January 2020 | 61,040 |
| Forex movement | 2,150 |
| Depreciation charge for the year | (12,637) |
| Balance at 31 December 2020 | 50,553 |
Amounts recognised in profit or loss
| 2021 - Leases under IFRS 16 | GBP |
| Interest on lease liabilities | (38,150) |
| Expenses related to short-term leases | (81,115) |
| Right of use asset | (9,259) |
| (128,524) |
19. SHARE CAPITAL
| As at | As at | ||
| 31 Dec 2021 | 31 Dec 2020 | ||
| GBP | GBP | ||
| Authorised share capital: | |||
| 100,000,000 ordinary shares of $0.01 each | 1,000,000 | 1,000,000 | |
| Exchange Rate for Conversion | 1.61674 | 1.61674 | |
| 100,000,000 ordinary shares of $0.01 each in GBP | 618,529 | 618,529 | |
| Allotted, issued and fully paid: | |||
| 20,852,359 ordinary shares of $0.01 each | 208,522 | 208,522 | |
| Average Exchange Rate for Conversion | 1.61674 | 1.61674 | |
| 20,852,359 ordinary shares of $0.01 each in GBP | 128,977 | 128,977 | |
| Number of | |||
| Number | Treasury | Treasury | |
| of shares | shares | shares GBP | |
| Balance at 31 December 2019 | 16,242,283 | 9,325,239 | 6,184,015 |
| Capital Redemption | (4,715,269) | - | - |
| Recording error | 106 | ||
| Shares purchased | (3,581,282) | 3,581,282 | 2,374,920 |
| Balance at 31 December 2020 | 7,945,838 | 12,906,521 | 8,558,935 |
| Capital Redemption | - | - | - |
| Recording error | - | - | - |
| Shares purchased | - | - | - |
| Balance at 31 December 2021 | 7,945,838 | 12,906,521 | 8,558,935 |
On 21 October 2020, the Company returned capital to shareholders by means of a mandatory pro-rata redemption of 33.65% of the ordinary shares (excluding shares held in treasury) equivalent to 4,715,269 Ordinary Shares in aggregate. The Return of Capital was made as a capital distribution in specie to Shareholders of shares which the Company held in Alina Holdings PLC (formally “The Local Shopping REIT plc”) and Anemoi International Limited.
The recording error by the registrar was noted on 17 December 2020 and corrected across the Company as at 15 January 2021. It was not considered a material difference and therefore a company announcement was not made.
Treasury shares represents the cost of the Company buying back its shares. There were 12,906,521 shares held in Treasury as at 31 December 2020 (2019: 9,325,239 shares) which comprised 61.9% of the total issued share capital (2019: 36.5%). In total 3,581,282 of its shares were purchased in 2020 (2019: 1,609,992 shares).
Under the Company’s memorandum of association, the Company is authorised to issue 100,000,000 shares
of one class with a par value of US$0.01 each. Under the Company’s articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided that any such redemption is pro rata to each shareholders’ then percentage holding in the Company.
Share capital represents 7,945,838 ordinary shares of $ 0.01 each.
The shares have been translated at the exchange rate at the point of issue and the period end movements taken to the foreign exchange reserve. The average rate noted above therefore reflects the aggregate rate at which the final share capital balance is recognised.
- CAPITAL MANAGEMENT
At 31 December 2020, the Group had capital of £11,153,319 (2020: £11,513,264). The Group does not have any externally imposedcapital requirements.
- INVESTMENT IN SUBSIDIARIES
| Effective | |||
| Share holding | |||
| Name of subsidiary | Place of incorporation | 2021 | 2020 |
| DOA Alpha Ltd (formerlyWGP Group Ltd) | British Virgin Islands | 100% | 100% |
| DOA Exploration Ltd (formerly WGP Exploration Ltd) | United Kingdom | 100% | 100% |
| DOA Gamma Ltd (formerly WGP Professional Svces Ltd) struck off 01/11/21 | British Virgin Islands | 0% | 100% |
| DOA Delta Ltd (formerly WGP Survey Ltd) | British Virgin Islands | 100% | 100% |
| Apeiron Holdings (BVI) Ltd (formerly Autonomous Holdings Ltd) | British Virgin Islands | 100% | 100% |
| Autonomous Robotics Ltd | United Kingdom | 100% | 100% |
| WGP Geosolutions Limited | Cyprus | 100% | 100% |
| WGP Group AT GmbH | Austria | 100% | 100% |
| Anemoi S.A. struck off 06/21 | Luxembourg | 0% | 100% |
| LML Acquisition Co Plc - dissolved 24/08/21 | United Kingdom | 0% | 99% |
| Apeiron Holdings A.G. | Switzerland | 0% | 84% |
| id4 AG | Switzerland | 0% | 84% |
| Alfalfa AG | Switzerland | 100% | 0% |
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards (“IFRS”)., through application of the appropriate standard the investments in subsidiaries are held at cost within the Group financial statements.
Due to the pre- or early stage revenue producing status, and therefore book value, of Autonomous Robotics Limited the directors of the Group feel that the IFRS cost basis does not represent a market value of the subsidiaries.
- ASSOCIATED ENTITIES
On 17 December 2021, the acquisition of id4 was complete by Anemoi International Ltd with consideration in the form of shares issued to Thalassa and its subsidiary Aperion BVI totalling 36.92% of the voting rights. The investment is recognised using the equity method as described in note 2.16.
On the same date the loan notes issued to Anemoi International Ltd were converted as per the terms of the agreement. 334,956 notes of USD1 were converted in to 334,956 Class A Preference Shares of no par value each fully paid.
Movement on interests in associates can therefore be summarised as follows:
| 2021 | 2020 | |
| GBP | GBP | |
| Fair value of investment at 17 December 2021 | 2,086,448 | - |
| Share of losses for the 15 days attributable to the Group | (9,156) | - |
| Conversion of loan notes to preference shares | 248,165 | - |
| 2,325,457 | - |
There are no other entities in which the Group holds 20% or more of the equity, or otherwise exercises significant influence over the affairs of the entity.
- RELATED PARTY TRANSACTIONS
During the period Graham Cole, non-executive director, invoiced the Group £18,419 of which £6.3k was owed as at 31 December 2021 (2020: £15.4k).
During the period David Thomas, non-executive director, invoiced the Group £18,419 of which £18,419 was owed as at 31 December 2021 (2020: £29.3k).
- FINANCIAL INSTRUMENTS
The main risks arising from the Group’s financial instruments are interest rate risk, foreign exchange risk, credit risk and liquidity risk.
INTEREST RATE RISK
The Group does not undertake any hedging against interest rate risk. The Group finances its operations from the cash balances on thecurrent and deposit accounts. The Group had total borrowings of £4.5m as at 31 December 2021 (2020: £3.4m).
Interest rate sensitivity
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s short-term credit facilities.
The impact of changes in interest rates on the cost is as follows:
| For the year ended December 31, 2021 | Change in interest rate cost |
| GBP '000 | |
| Interest rate translations of: | |
| +10 basis points | 4 |
| -10 basis points | (4) |
| +100 basis points | 38 |
| -100 basis points | (38) |
FOREIGN EXCHANGE RISK
The Group undertakes FOREX and asset risk management activities from time to time to mitigate foreign exchange risk.
An increase in foreign exchange rates of 5% at 31 December 2021 would have decreased the profit and net assets by £141,705 (2020: £79,251). A decrease of 5% would have had an equal and opposite impact. The majority of the Group’s balances are held in USD. As 31 December 2021 approximately 10% (2020: 10%) of amounts owing to suppliers are held in GBP, 17% in EUR (2020: 22%) and 21% in CHF (2020: 0%).
CREDIT RISK
Group credit risk is predominantly a matter of individual corporate risk. However, Group companies also operate in frontier andchallenging regions which has the potential to add risk and uncertainty both from an operational and financial point of view. Whenever andwherever possible the Group attempts to mitigate this risk.
In line with other international companies, the Group is exposed to geopolitical risks and the possibility of sanctions which could adverselyaffect our ability to perform operations or collect receivables from our clients. This risk is un-insurable and un-hedgeable.
LIQUIDITY RISK
The Group’s strategy for managing cash is to maximise interest income whilst ensuring its availability to match the profile of the Group’sexpenditure. All financial liabilities are generally payable within 30 days and do not attract any other contractual cash flows. Based oncurrent forecasts the Group has sufficient cash to meet future obligations.
- SUBSEQUENT EVENTS
- COPIES OF THE CONSOLIDATED FINANCIAL STATEMENTS
- CONTROLLING PARTIES
DIRECTORS, SECRETARY AND ADVISERS
Directors C Duncan Soukup, Chairman
Graham Cole FCA, FCISI, Director
David M Thomas, Director
Kenneth Morgan, Director
Registered Office Folio Chambers
P.O. Box 800, Road Town, Tortola,
British Virgin Islands
Broker WH Ireland Limited
24 Martin Lane London EC4R0DR
Solicitors to the Company Locke Lord (UK) LLP
(as to English Law) 201 Bishopsgate, London EC2M 3AB
Solicitors to the Company Conyers Dill & Pearman
(as to BVI Law) Romasco Place, Wickhams Cay 1 PO Box3140
Road Town, Tortola
British Virgin Islands VG1110
Auditors Jeffreys Henry LLP
Finsgate 5-7 Cranwood Street
London EC1V 9EE
Registrars Link Market Services 12 CastleStreet
St Helier Jersey JE2 3RT
Company websites www.thalassaholdingsltd.com
www.autonomousroboticsltd.com
| ISIN: | VGG878801114 |
| Category Code: | ACS |
| TIDM: | THAL |
| LEI Code: | 2138002739WFQPLBEQ42 |
| OAM Categories: | 1.1. Annual financial and audit reports |
| Sequence No.: | 167348 |
| EQS News ID: | 1372143 |
| End of Announcement | EQS News Service |
