NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL REPORT FOR THE SIX MONTHS ENDING 31 JULY 2021; FURTHER DETAIL IS SET OUT IN THE GROUP'S FULL YEAR ACCOUNTS AND FINANCIAL STATEMENT OF 31 JANUARY 2021, THE METHODOLOGY BEING UNCHANGED SINCE THEN

Tintra PLC is a public company limited by shares incorporated and domiciled in the United Kingdom and registered in England and Wales under the Companies Act 2006.

 The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group").  The parent company financial statements present information about the Company as a separate entity and not about its group.

The Group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards in conformity with the requirements of the Companies Act 2006. 

1    Basis of Preparation

These interim results for the six months ended 31 July 2021 have been prepared using the historical cost and fair value conventions on the basis of the accounting policies set out below.  This interim report has been prepared in accordance with International Financial Reporting Standards ("IFRSs"); it is not in accordance with IAS 34 and therefore is not fully compliant with IFRS.

These interim results have been prepared under the historical cost convention. Areas where other bases are applied are identified in the accounting policies below.

The financial information for the year ended 31 January 2021 does not constitute the Company's statutory accounts for that year, but is derived from those accounts.  Statutory accounts for 31 January 2021 have been delivered to the Registrar of Companies.  The auditors reported on those accounts, which can be found on our website.

This announcement contains certain forward-looking statements with respect to the operations, performance and financial position of the Group.  By their nature, these statements involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated.  The forward-looking statements reflect knowledge and information available at the date of the preparation of this announcement and the Company undertakes no obligation to update these forward-looking statements.  Nothing in this Interim Financial Report should be construed as a profit forecast.

The unaudited interim financial report, which is the responsibility of the directors and was approved by them on 28 October 2021, does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006.

This report is available on Tintra PLC's website at www.tintra.com. Copies are available from the Company at its registered office: 2^nd Floor Berkeley Square House, Berkeley Square, London, W1J 6BD.

1.1          Change in accounting policy

There have been no changes in accounting policies since 31 January 2020 apart from those due to the adoption of new or amended accounting standards. These include adoption of certain IFRS standards that are not yet effective will be adopted by the Group in future periods, as set out in the Group's full year accounts dated 31 January 2021.

1.2          Going concern

In these financial statements the Group reported an operating loss of £704,000 (H1 2020: £423,000) and has net liabilities of £1,314,000 (H1 2020: £1,305,000). In the Chairman's Statement and Strategic Report in the Group's full year's accounts dated 31 January 2021, the need to deliver improved revenue, profit and cash inflows was set out together with confirmation of the strengthening of the Group through a strategic financing and commercial agreement with Tintra Acquisitions Limited, which facilitated their investment of funding of working capital of £750,000 since 25 March 2021.

The Directors have prepared cash flow projections for the divisions of the Company and Group for the period to 31 July 2022 which indicate that the Group will generate significantly improved revenue, profit and cash inflows in that period commencing during Q1 2022. The Directors are also confident that there is sufficient working capital to fund the Group's plans through the end of 2022 and in the interim an institutional round of funding is expected during H2 2021.

The Directors are therefore confident that the Group will be able to generate sufficient resources to meet the Group's future cash flow requirements and settle its liabilities as they fall due. Therefore, the Directors are of the opinion that the Group has adequate resources to continue in operation for the foreseeable future and they consider it appropriate to adopt the going concern basis in preparing the financial statements.

1.3          Revenue

Lottery administration

Prize Provision Services Limited provides lottery administration services to societies, for example charities, grass roots sports clubs, benevolent funds, schools etc. Draws take place weekly. It costs £1 per entry "line" with the total amount referred to as "Proceeds".

The performance obligation of Prize Provision Services Limited is to place each "line" a player has signed up for into the appropriate lottery draw. The performance obligation is fulfilled each time a customer's "line" appears in a weekly draw, i.e. revenue is recognised only at that point.

·      Revenue recognised equates to the total Proceeds in the draws undertaken in the period to 31 July 2021.

·      One off set-up costs on new contracts are recognised over the life of the initial contract.

Payment processing

Payment processing revenue represents the consideration received or receivable from the merchants for services provided. Key revenue streams the Company reports are transaction service charges that relate to services provided to process transactions between the customer and an acquiring bank, which is a bank that accepts card payments from the card-issuing banks. Revenue is recognised when the transactions are successfully processed and is recognised per transaction. Process fees are charged per transaction for providing gateway services.

Payment solutions

Payment solutions revenue is recognised at the point when a chargeable transaction occurs. A handling fee is charged as a percentage of the value of the transaction as contractually agreed with the customer and the revenue is recognised at the point of that transaction. Where a customer has a foreign exchange requirement revenue is recognised when the transaction occurs and is calculated as the net margin between the agreed exchange rate charged to the customer and the exchange rate incurred from any third-party provider for undertaking the transaction. 

Legal Services

Legal Services revenue is recognised on receipt of funds due from third-party providers in relation to the settlement of a claim made or in regard to costs in relation to a claim. Standard fees are paid by third-parties in advance of any settlement, and this is recognised as revenue in addition to a percentage fee charged on the value of the final settlement itself. 

2    Earnings per share

The calculation of basic earnings per share and diluted earnings per share is based on the results and weighted average number of ordinary shares as follows:

The denominator at 31 July 2021 includes 462,311 shares issued at a price of 10 pence to Tintra Acquisitions Limited in settlement of invoiced Management Services for a total value of £46,231.10 as announced on 20 April 2021. Included in exceptional items is an adjustment under IFRIC 19 of £194,000 for the value of the shares issued to Tintra.

As of 31 July 2021, the Shareholdings of the Board and Significant Shareholders (as defined in the AIM Rules for Companies) was as follows, to the best of the Company's knowledge:

1.     Includes Ordinary Shares held by Moorhen Limited, a company controlled by Mr Jackson and 33,333 Ordinary Shares, Post Changes, to be held by Tilly Beazley, Mr Jackson's wife.

2.     Includes 100,000 Ordinary Shares held by MDC Nominees Limited, a company controlled by Mr Botros. Mr Botros is a subsidiary director of the Group.

3.     Includes Ordinary Shares held by Management Express Limited, a company controlled by Mr Rose. Mr Rose is a subsidiary director of the Group.

4.     J M Malone is Mr Botros' wife. Includes 160,000 Ordinary Shares held by Bluedale Corporate Limited, a company controlled by Ms Malone.

*      Director of the Company.  

3    Equity Share Capital

At 31 January 2021 there were a total of 20,000 share options in issue and allocated. As the exercise price for the options was greater than the average share price (assuming a value of 0p for the period of suspension during the year), the options are not dilutive and therefore dilutive earnings per share is the same as basic earnings per share.

Deferred shares carry no voting rights, have no rights to participate in dividend distributions, have the right to participate in capital distributions on winding up to a maximum of £1,000,000 paid in respect of each ordinary share and are non-redeemable.

As of 31 July 2021, the issued share capital comprised 4,669,808 ordinary shares of 1 pence each with one voting right per share ("Ordinary Shares").  The Company does not hold any Ordinary Shares in treasury.  The total number of Ordinary Shares and voting rights in the Company is therefore 4,669,808.  

4    Discontinued operations

Other transactions and balances

Phillite D UK Limited

Included in trade debtors is an amount of £135,306 (Jul 2020: £820,000 and Jan 2021: £130,600) in trade receivables due from Phillite D UK Limited, a company in which John Botros is a director.  The outstanding balance before any impairments is £837,000 (Jul 2020: £1,148,000 and Jan 2021: £832,000).

Organisational and Structural Changes during the six months to 31 July 2021

Disposal of subsidiaries

MDC Nominees Limited

On 23 March 2021 the Group disposed of Market Access Limited to MDC Nominees Limited, a company controlled by J M Botros for a consideration of £1.

St Frances House Limited

On 13 July 2021 the Group announced it had entered into an agreement to dispose of the Company's loss-making legal services subsidiary, St. Frances House Ltd. ("SFH") for a total cash consideration of £85,000, to Bryncae Legal Limited.

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