TIDMTNT
RNS Number : 4162O
Tintra PLC
02 October 2023
2 October 2023
Tintra plc
("Tintra", the "Group" or the "Company")
Audited Accounts for the Year to 31 January 2023
The board of directors (the "Board") of Tintra, the rapidly
innovating Deep Tech & Banking business, announces the
publication of its audited annual report and accounts for the year
to 31 January 2023 (the "Annual Report").
The Annual Report will be published on the Company's website in
compliance with its articles of association and the electronic
communications provisions of the Companies Act 2006. A copy of the
Annual Report can also be accessed through the link below.
http://www.rns-pdf.londonstockexchange.com/rns/4162O_1-2023-10-2.pdf
Key extracts from the Annual Report can also be viewed below,
including from the Independent Auditor's Report as well as a
summary of the primary variances from the unaudited results or the
same period that were announced on 31 July 2023.
Extract from the Independent Auditor's Report - Basis for
qualified opinion & Emphasis of Matter
" Basis for qualified opinion
During the year, the group divested of its holding in
subsidiaries, St. Daniel House Ltd ("SDH") and Prize Provision
Services Limited ("PPSL"). Following these transactions, management
were unable to determine whether any adjustment to these amounts
were necessary by alternative means that the classification of
results for the period and the resulting gain or loss on disposal
is correctly attributed to support the recognition and
classification of items included in the Group's loss for the year
of GBP1,589,000.
Consequently, we were unable to determine whether any adjustment
to these amounts were necessary.
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's Responsibilities section of our report. We are
independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as
applied to listed entities, and we have fulfilled our ethical
responsibilities in accordance with those requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the group's and parent
company's ability to continue to adopt the going concern basis of
accounting included reviewing forecasts, holding discussions with
management and reviewing the current position of the group, for
reasonableness.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions other than
noted below that, individually or collectively, may cast
significant doubt on the group's and parent company's ability to
continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue. Our
responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report .
Emphasis of matter
We draw attention to Page 27 to the financial statements which
describes a post balance sheet event relating to the issue of two
statutory demands totalling GBP2,936,433 against the Company. A
settlement agreed with FLF had been reached whereby the Company
agreed to repay GBP3,030,000 to fully settle its liability. As of
the date of issue of this statutory report, full repayment has not
yet been made to FLF by the Company. Our opinion is not modified in
respect of this matter ."
The full Independent Auditor's Report can be viewed in the
weblink to the Annual Report above.
Summary of Primary Variances from Previously Announced Unaudited
Results for the Period
The loss for the year from continuing operations was confirmed
at GBP2.905m (compared to GBP2.224m in the unaudited statements),
with the total comprehensive loss for the year at GBP1.589m
(compared to (0.908m), due to increased audit costs and a loss of
GBP360k on the fair value of financial assets (compared to a gain
of GBP281k).
Current assets are recorded at GBP10.537m (compared to
GBP10.498m), with a reclassification of GBP1.221m of cash and cash
equivalents (GBP8.776m v GBP9.997m) to receivables (GBP1.761m v
GBP0.501m). Investments in debt instruments has reduced to
GBP1.557m (compared to GBP2.198m) due to a fair value reduction, as
set out above. GBP39k was reclassified from an intangible fixed
asset to a prepayment.
Net cash used in operations has increased to GBP4.202m (compared
to GBP2.795m), due to the reclassification of GBP1.221m of cash and
cash equivalents to receivables, as set out above.
For further information, contact:
Tintra PLC
(Investor Relations)
ir@tintra.com
Website www.tintra.com 020 3795 0421
Allenby Capital Limited
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss / Vivek
Bhardwaj 020 3328 5656
Financial Summary & Highlights
Financial Key Performance Indicators
For the year to 31 January 2023 the Group's performance was as
follows:
Key Performance Indicators 2023 2022
GBP'000 GBP'000
Revenue - 351
--------- ---------
Gross loss - (118)
--------- ---------
Loss from continuing operations (2,905) (954)
--------- ---------
Normalised EBITDA loss (1,650) (395)
--------- ---------
Normalised EBITDA loss 2023 2022
consists of: GBP'000 GBP'000
Operating loss (2,972) (895)
--------- ---------
Less Depreciation 5 2
--------- ---------
Less Amortisation - 5
--------- ---------
Exceptional items 1,317 493
--------- ---------
Total (1,650) (395)
--------- ---------
During the second full year of rationalisation of old businesses
into a Research & Development business, the Company had not
expected to make a profit during this transitionary period, as it
focuses on delivering on its mission to drive financial inclusion
through the Global South and to be the first global Web 3.0
clearing bank based around artificial intelligence innovations. It
does not expect to do so for the remainder of 2023.
Financial & Operational Points of Note
In addition to its rationalisation work in the prior year, in
the year ending 31 January 2023 the Company:
Brought in four key, strategic investors from North America, the
Gulf and Southeast Asia, setting in place its foundation for
critical research and discovery work, and the start of the
implementation plan that aims for initial beta go-live by calendar
year 2024.
Exited its prior arrangement with Tintra Acquisitions Limited
("TAL"), a company that is outside of the Group, and which had
invested GBP750,000 in the Group to 31 January 2022, rationalising
TAL's shareholder base and maintaining any control positions at
less than 29.9%
Divested the legacy business units, St Daniel House Limited and
Prize Provision Services Limited
Raised seed capital and funding of GBP11.65million in addition
to that raised to 31 January 2022, to further support Tintra during
its initial Research & Development phase, including:
o Agreed a Share Placement Deed with a potential strategic
investor that was then exited as a post balance sheet event in
response to broader shareholder feedback.
Announced key appointments of (i) two PhD level officers to its
senior leadership team, focussing on Science and Innovation, to
execute its plan to build global banking infrastructure driven by
Artificial Intelligence and Natural Language Processing tools and
(ii) two PhD specialists in geo-politics and geo-economics to its
Non-Executive Board, both bringing key advisory skills ([1])
Filed more than a dozen new patent applications globally based
around 4 unique inventions. that the Company has created as part of
its rapid research and development program
Established footprints in key locations of Qatar, Mauritius and
Singapore to supplement its ongoing work on regulatory licence
applications in both the UK and Puerto Rico jurisdictions:
o Mauritius: granted permission by the Mauritius Financial
Services Commission to commence business under its Payment
Intermediary Services License regime.
o Qatar: Tintra Middle East LLC, a wholly owned subsidiary of
the Company was granted a license by the Qatar Financial Commission
to provide Professional Services - Fintech Services, to develop
APIs and to develop a platform for facilitating real-time
transactional capability of mobile devices and e-commerce.
o Singapore: incorporated a new subsidiary, Tintra Consult
(Singapore) PTE as part of its growth strategy and to enable it to
hire a small team to begin the process of understanding the
regulatory landscape prior to the Company making a bank licence
application there in due course. ([2])
Continued to develop its planned regulatory licence applications
in the UK (Authorised E-Money Licence, ahead of a banking licence
application in future and an International Financial Entities
license in Puerto Rico
Established the Tintra Foundation, whose mission is to promote
awareness of the value of Indigenous knowledge and support its
preservation. Through sharing and valuing indigenous knowledge,
storytelling and supporting indigenous groups to preserve their
culture, knowledge and language, we aim for conservation of
indigenous culture, following their own methods, to become a
mainstream approach.
As a post balance sheet event on 7 September 2023, the Company
announced that, following a period of lengthy and extensive
negotiations, it had reached an in principle agreement on the terms
of a possible cash offer by LRB 35 Limited ("LRB"), an unquoted
special purpose vehicle formed for this purpose, currently
controlled by its directors, Tariq Al Abdulla and Andrew Bascombe,
but with backing from other existing non-management shareholders of
Tintra, to acquire the entire issued, and to be issued, share
capital of the Company. In accordance with Rule 2.6(a) of the Code,
LRB is required, by not later than 5.00 p.m. on 5 October 2023,
either to announce a firm intention to make an offer for the
Company in accordance with Rule 2.7 of the Code or to announce that
it does not intend to make an offer for the Company, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline can be extended with the consent
of the Panel on Takeovers and Mergers in accordance with Rule
2.6(c) of the Code.
As a consequence of this announcement, an "offer period" then
commenced in respect of Tintra in accordance with the Code and the
attention of Tintra shareholders was drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.
Shareholders should note there is no certainty any formal offer
will be made, even if the pre-conditions referred to above are
satisfied or waived. Accordingly, shareholders are advised to take
no action at this time. Further updates shall become available on
the Company's website here .
Strategic Report
Chairman's Statement
During the year to 31 January 2023, the Company continued its
focus on the transformative change management process, focusing the
business on the one core aim of building a deep tech-based banking
business of the future. The ground that the Company has covered in
past 23 months since becoming Tintra plc is quite astounding, with
it now being a key player in the development of banking system
infrastructure.
As expected, the Company has not traded save to an extent in the
discontinued operation Prize Provisions Services Limited, and as
such has no material revenues during this research &
development phase. The year has been driven by putting in place the
essential building blocks for that technology and banking
infrastructure, including key talent hiring at all levels, securing
our first regulatory licences, contracting for our major banking
infrastructure system and significant work that has taken place to
build the functional requirements for that.
The Company is building infrastructure that has the potential to
change the way the world banks. It won't happen overnight but the
pace at which these innovations are happening is meaningful.
Current Trading, Outlook and Transformation
The board of directors are delighted with the significant
progress that has been made in the Group's transformation during
the period. The legacy issues of the past are behind us. As I
stated last year, the importance of making sure the new Tintra was
built on a very clean foundation remains paramount. It is important
to remember that at the same time as rapid transformation in our
new mission, we have had immense amounts of work to resolve old
legacy matters.
We continued to build resilience in our talent pool through
additions to the Group's Board and advisory team, highly skilled
PhD senior management team leads and key roles throughout the
business as building blocks for the new bank systems and
infrastructure.
The Board are delighted with the securing of operating licences
in two key jurisdictions and remain positive about ongoing work to
secure operating licences in at least 3 other regions and
countries.
As expected, the strategic financing and commercial agreement
with Tintra Acquisitions Limited announced in March 2021 led to
other substantial investments in Tintra and its exciting
transformation program. In the year, the Company brought in four
new strategic investors from North America, the Gulf and Southeast
Asia, which set in place its foundation for critical research and
discovery work.
The Company raised net seed capital and funding in the year of
GBP11.65 million ([3]) in addition to that from Tintra Acquisitions
Limited, to further support Tintra during its initial Research
& Development phase. That capital included US$3.0 million from
Fintech Leaders Fund, with which the Company later reached an
agreement for full & final settlement as described in the Chief
Financial Officer's report as a Post Balance Sheet Event, full
repayment of which as at the date of issue of this report has not
yet been made.
Discussions with the four strategic key investors continue
regarding the next phase of the Company's development ahead of the
platform infrastructure going live in 4th quarter of 2024.
The Company's strategic business plan and clear vision for
executing on it remains in place.
Consolidated Statement of Profit and Loss and Other
Comprehensive Income
for year ended 31 January 2023
2023 2022
Notes GBP000 GBP000
Continuing operations
Revenue 3,4 - 351
Cost of sales 3,5 - (469)
Gross loss - (118)
Administrative expenses
Other administrative expenses 3,5 (2,612) (1,098)
Loss on disposal of fixed assets 12 - (15)
Impairment of goodwill 15 - (334)
Total administrative expenses (2,612) (1,447)
Fair value gain/(Loss) on financial assets 16 (360) 670
Operating loss (2,972) (895)
Finance expenses 7 (46) (59)
Other income 113 -
Loss before tax (2,905) (954)
Income tax expense 10 - -
Loss for the year from continuing operations (2,905) (954)
Discontinuing operations
Gain from discontinued operations, net of tax 9 1,316 500
Loss for the year (1,589) (454)
======= =======
Other comprehensive loss:
Other comprehensive profit for the year, net of income tax - -
Total comprehensive loss for the year (1,589) (454)
======= =======
Attributable to:
Owners of Tintra PLC (1,589) (454)
Non-controlling interest - -
------- -------
(1,589) (454)
======= =======
2023 2022
Notes GBP GBP
Loss per share
Basic loss per ordinary share (pence per share) 11 (0.11) (0.05)
Diluted loss per ordinary share (pence per share) 11 (0.11) (0.05)
Loss per share from continuing operations
Basic loss per ordinary share (pence per share) 11 (0.19) (0.11)
Diluted loss per ordinary share (pence per share) 11 (0.19) (0.11)
Earnings per share from discontinued operations
Basic earnings per ordinary share (pence per share) 11 0.09 0.06
Diluted earnings per ordinary share (pence per share) 11 0.09 0.06
Consolidated Statement of Financial Position
At 31 January 2023
2023 2022
Notes GBP000 GBP000
Non-current assets
Property, plant and equipment 12 42 40
Goodwill 15 - -
Other intangible assets 13 - -
Non-current other receivables 18 - 35
Investments in debt instruments 16 1,557 1,917
-------- -------
Total non-current assets 1,599 1,992
-------- -------
Current assets
Trade and other receivables 18 1,761 151
Cash and cash equivalents 19 8,776 512
-------- -------
10,537 663
Disposal group classified as held for sale 14 - 367
Total current assets 10,537 1,030
-------- -------
Total assets 12,136 3,022
-------- -------
Current liabilities
Trade and other payables 20 (11,235) (2,126)
Bank and other borrowings 21 (7) (7)
-------- -------
(11,242) (2,133)
Disposal group classified as held for sale 14 - (279)
Total current liabilities (11,242) (2,412)
-------- -------
Non-current liabilities
Bank and other borrowings 21 (428) (434)
Total liabilities (11,670) (2,846)
-------- -------
Net assets 466 176
======== =======
Equity attributable to owners of the parent
Share capital 23 3,239 3,230
Share premium 23 7,122 5,252
Other reserves 25 141 141
Retained deficit (10,036) (8,447)
Total equity attributable to owners of the parent 466 176
======== =======
Consolidated Cash Flow Statement
for year ended 31 January 2023
2023 2022
Notes GBP000 GBP000
Cash flows used in operating activities
Profit/(loss) before tax
Continuing operations (2,905) (954)
Discontinued operations 9 1,316 500
(1,589) (454)
Adjustments for:
Depreciation 12 5 2
Amortisation 13 - 5
Financial expenses 7 51 (28)
Fair value adjustments 16 360 (670)
Loss on disposal of fixed assets - 30
Gain on disposals of subsidiaries (1,159) 848
Movement in working capital :
Increase in trade and other receivables (1,595) (361)
Decrease/(increase) in non-current receivables 35 (35)
Decrease in trade and other payables (299) (1,880)
Cash used in operations (4,191) (2,543)
Interest paid 7 (11) -
------- -------
Net cash used in operating activities (4,202) (2,543)
------- -------
Cash flows from/(used in) investing activities:
Acquisition of plant and equipment 12 (7) (40)
Proceed from disposal of subsidiaries 50 -
Net cash disposed of in subsidiaries (5) -
Net cash from/(used in) investing activities 38 (40)
------- -------
Cash flows from financing activities:
Issue of share capital 23 1,879 2,035
Cash from financial liabilities issued 20 10,592 -
Cash from loan notes (31) 134
Repayment of bank loans 21 (12) (6)
Net cash from financing activities 12,428 2,163
------- -------
Net increase/(decrease) in cash and cash equivalents 8,264 (420)
Cash and cash equivalents at start of period 512 932
Cash and cash equivalents at end of period 19 8,776 512
======= =======
([1]) Dr Vanessa Neumann, has taken on special advisory
responsibilities for the Group; Dr. Andrew Bowen resigned from the
Board in August 2023
([2]) In March 2023, the Company also announced that is it
setting up a strategic banking hub in Rwanda, following discussions
with government departments, including with the Rwandan Central
Bank and Rwanda Development Board
[3] As a PBSE, a further investment from a Gulf based investor
was announced which at the time of the publication of these
statutory accounts was in the process of completing.
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END
ACSEALEAEENDFFA
(END) Dow Jones Newswires
October 02, 2023 10:30 ET (14:30 GMT)
Tintra (LSE:TNT)
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