RNS Number : 9429J

Tally Central Ltd

29 April 2022

TALLY CENTRAL LTD

Half Year Report

for the six months ended 31 December 2021

Tally Central Ltd (formerly "Tally Ltd" during the period) ("Tally", or the "Company"), the money innovator and operating authority of the full-reserve monetary system and physical gold digital currency, tally^®, announces its unaudited results for the six months ended 31 December 2021.

Highlights for the period:

·      Tally issued 68,929,587 new ordinary shares at 2p each during the period increasing the total shares on issue to 736,993,979 representing a company valuation of £14.7m at the end of the period (up 10% from £13.3m as at 31 December 2020).

·      The new issue of shares comprised subscriptions for £60,000 at 2p each for 3m shares, and 3m warrants at 2x the IPO price within three years from IPO date, as part of the end of a capital raising round that commenced prior to the start of the reporting period. In addition, the Company issued 929,587 at 2p each worth a total £18,592 as a share-based employee bonus to three employees.

·      New shares issued during the period included for an investment of £1.3m at 2p per share made on 31 December 2021 by Yarramen Corp Limited, a company owned by the family trust of Tally CEO & Founder, Cameron Parry, which investment was funded by a loan from Tally repayable by 31 October 2025 with monthly interest payable calculated at 2% p.a., for the sole purpose of participating in the placing of 65 million shares and 65 million warrants on the same terms and conditions as Tally's other funding round completed during the reporting period. The loan is secured by the total 100,545,988 Tally shares and 600,100 shares in Railsbank Technology Ltd ("Railsbank") held by the CEO and his family trust.

·      Tally sold 2,724,400 (27,244 pre sub-division) Railsbank shares (30 June 2021 holding: 5,724,400 shares) for a total gross cash consideration of $3,827,638 million (£2,746,189) before costs.  The price per share achieved on the September 2021 disposal of $1.404947 was 1,112% higher than the original investment cost ($0.1263 post sub-division) in early 2018.

·      The Company entered into an agreement to sell its shareholding in Geomysore Services (India) Pvt Ltd ("Geomysore) to Bombay Stock Exchange-listed Deccan Gold Mines Ltd.

·      Tally continued development of its proprietary platform technology "Teco" and released Tally's market leading 1-year fixed rate savings product paying 2%p.a. on GBP value, for the UK market.

·    Tally's AGM was held on 30 December with all resolutions unanimously passed, including approval of the change of name from Tally Ltd and adoption of new articles of association suitable for a standard listing of the Company on the Main Market of the London Stock Exchange in 2022.

Key financials

The loss after tax for the period was £1,285,890 compared to £697,794 for the 6-month period to 31 December 2020.

Cash at bank increased from £200,680 to £578,295.  Financial assets (tally - representing physical gold owned by the Company) held at fair value increased from £52,884 to £935,960.

Chief Executive Officer of Tally Central Ltd, Cameron Parry, commented:

"During the six-month reporting period Tally saw significant activity regarding its investment assets whilst making excellent progress with its proprietary platform technology, "Teco".

During the period, the Company completed the sale of part of its remaining shareholding in Railsbank Technology Ltd ("Railsbank"), injecting net proceeds of £2.73m and increasing Tally's total cash return from its original £1.27m investment made in early 2018, to over £5 million, with approximately one quarter of the Company's original shareholding remaining.  Tally also entered into an agreement to sell its shareholding in Geomysore to BSE-listed Deccan Gold Mines Ltd.

The reporting period ended with the initial integration of part of the back office and customer transaction data with Teco.  The reporting period also saw the release to Tally customers of the Company's market leading one-year fixed savings product paying a fixed-rate 2%p.a. on the GBP value of the savings amount.

Post balance date, Tally continued to build evidence of product demand in the UK through the controlled uptake of hundreds of new customers each week, whilst reducing the average cost per account open, and continuing to build data around its core business model and growth in TIC (Tally In Circulation i.e. assets under management)."

For further information or if shareholders have any queries, please contact our office via corporate@tallymoney.com 

Enquiries:

Cameron Parry (Chief Executive Officer)                                 +44 (0)20 3490 6210

corporate@tallymoney.com                                                    www.tallymoney.com 

		Six months ended 31 December 2021	Six months ended 31 December 2020	Year ended  30 June  2021
		Unaudited	Unaudited	Audited
Note		£	£	£
Revenue		23,950	4,830	59,685
Administrative expenses                             10		(1,323,180)	(586,371)	(1,649,767)
Profit/(loss) from operating activities		(1,299,230)	(581,541)	(1,590,082)
Finance income		-	-	195
Finance costs		(14,399)	(59,416)	(71,093)
Net finance income/(costs)		(14,399)	(59,416)	(70,898)
Share of loss of associates		(13,826)	(18,214)	(30,219)
Fair value adjustment on assets held for sale		-	(4,183)	(4,183)
Gain on disposal of investments		(13,735)	(28,859)	3,089,935
Gain/(loss) on financial assets at fair value		55,300	(5,581)	(30,807)
Impairment of goodwill		-	-	(178,719)
Profit/(loss) before tax		(1,285,890)	(697,794)	1,185,027
Tax		-	-	108,522
Profit/(loss) after tax		(1,285,890)	(697,794)	1,293,549
Other comprehensive loss Foreign exchange translation		(197)	(635)	(1,025)
Total comprehensive profit/(loss)		(1,286,087)	(698,429)	1,292,524
Basic earnings/(loss) per share (p)		(0.10)	(0.11)	0.20

	Note	31 December 2021 Unaudited £	30 June 2021 Audited £
Non-current assets
Intangible assets	5	1,260,120	1,125,621
Tangible assets		29,593	20,637
Loans receivable	7/9	1,300,000	-
Right of use asset	11	159,280	59,287
Investment in associates	3	3,298,584	3,297,415
Investments at fair value through profit or loss	3	3,023,992	5,770,181
Total non-current assets		9,071,569	10,273,141
Current assets
Assets held for sale	3	594,251	594,251
Financial assets at fair value through profit or loss	4	935,960	52,884
Trade and other receivables		46,429	63,802
Cash and cash equivalents		578,295	200,680
Total current assets		2,154,935	911,617
Total assets		11,226,504	11,184,758
Current liabilities
Trade and other payables		259,908	425,569
Lease liabilities	11	79,542	40,334
Total current liabilities		339,450	465,903
Non-current liabilities
Lease liabilities	11	82,804	20,880
Total non-current liabilities		82,804	20,880
Total net assets		10,804,250	10,697,975
Equity
Share capital		-	-
Share premium	9	32,075,022	30,699,730
Reserves		22,283	22,480
Share based payment reserve		68,422	51,352
Accumulated losses		(21,361,477)	(20,075,587)
Total equity		10,804,250	10,697,975

These financial statements were approved by the Board of Directors on the 29^th of April 2022 and were signed on its behalf by: 

_______________________

Cameron Parry

Director

		Share capital £	Share premium £	Share based payment reserve £	Foreign exchange translation  reserve £	Accumulated losses £	Total  equity £
Balance at 1 July 2020		-	30,017,276	-	23,505	(21,369,136)	8,671,645
Loss for the period		-	-	-	-	(697,794)	(697,794)
Other comprehensive loss - foreign exchange translation variances		-	-	-	(635)	-	(635)
Total comprehensive loss		-	-	-	(635)	(697,794)	(698,429)
Issue of ordinary shares (note 9b)		-	315,300	-	-	-	315,300
Cost of issue		-	(13,200)	-	-	-	(13,200)
Total contributions by and distributions to owners		-	-	-	-	-	-
Balance at 31 December 2020		-	30,319,376	-	22,870	(22,066,930)	8,275,316

		Share capital £	Share premium £	Share based payment reserve £	Foreign exchange translation  reserve £	Accumulated losses £	Total  equity £
Balance at 1 July 2021		-	30,699,730	51,352	22,480	(20,075,587)	10,697,975
Loss for the period		-	-	-	-	(1,285,890)	(1,285,890)
Other comprehensive loss - foreign exchange translation variances		-	-	-	(197)	-	(197)
Total comprehensive loss		-	-	-	(197)	(1,285,890)	(1,286,087)
Issue of ordinary shares (note 9b)		-	1,378,592	-	-	-	1,378,592
Cost of issue		-	(3,300)	-	-	-	(3,300)
Issue of warrants		-	-	17,070	-	-	17,070
Total contributions by and distributions to owners		-	-	-	-	-	-
Balance at 31 December 2021		-	32,075,022	68,422	22,283	(21,361,477)	10,804,250

	Note	Six months ended  31 December 2021	Six months ended  31 December 2020	Year  ended  30 June 2021
		Unaudited £	Unaudited £	Audited £
Cash flows from operating activities
Profit/(loss) for the year		(1,285,890)	(697,794)	1,293,549
Adjustments for:
Depreciation		44,066	21,421	44,698
Amortisation	5	212,861	119,121	289,540
Share of loss of associate	3	13,826	18,214	30,219
Fair value adjustment		-	(439)	4,183
Fair value movement on investments and financial assets	3/4	(41,565)	34,440	(3,059,128)
Exceptional costs		-	-	-
Share-based payments to consultants		-	4,000	49,873
Net financing charge		14,399	59,416	70,898
Impairment of goodwill		-	-	178,719
Foreign exchange variances		(197)	(635)	(1,025)
Operating loss before changes in working capital and provisions		(1,042,500)	(442,256)	(1,098,474)
Change in trade and other receivables		17,373	(41,469)	9,014
Change in trade and other payables		(165,661)	(70,614)	(19,293)
Net cash used in operating activities		(1,190,788)	(554,339)	(1,108,753)
Cash flows from investing activities
Net financing charge		(14,399)	(59,416)	(70,898)
Acquisition of intangible assets	5	(330,290)	(276,678)	(500,929)
Acquisition of tangible assets		(13,202)	(7,440)	(14,624)
Acquisition of financial assets at fair value	4	(827,776)	(261,063)	(23,104)
Investments in assets classified as held for sale		-	-	(35,100)
Investments in associates	3	(14,995)	-	-
Exceptional costs	3	(13,735)	(28,859)	(28,859)
Disposal of investments at fair value	3	2,746,189	1,923,927	1,923,927
Net cash from/(used in) investing activities		1,531,792	1,290,471	1,250,413
Cash flows from financing activities
Proceeds from the issue of shares	9	78,592	302,375	573,041
Cost of issue	9	(3,300)	(13,200)	(25,200)
Repayments of loan facility		-	(506,250)	(506,250)
Repayment of lease liabilities		(38,681)	(19,024)	(38,507)
Net cash from financing activities		36,611	(236,099)	3,084
Net increase / decrease in cash and cash equivalents		377,615	500,033	144,744
Cash and cash equivalents at 1 January/July		200,680	55,936	55,936
Cash and cash equivalents at period end		578,295	555,969	200,680

Non-cash transaction

The Company issued 6,000,000 warrants in the year in settlement of an agreement with one employee in relation to the acquisition of intangible assets totalling £17,070 as per note 9.

1.    Basis of preparation and changes to the Group's accounting policies

Basis of Preparation:

As permitted, the Group has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The half-yearly financial statements have been prepared on the historical cost basis except for the following items in the statement of financial position and statement of comprehensive income:

●     Share-based payments are measured at fair value;

●     Financial assets and investments at fair value through profit or loss;

●     Assets held for sale, held at the lower of the carrying value or fair value less costs to sell

●     Investment in associates measured using the equity accounting method.

The financial statements are presented in pounds sterling ("GBP" or "£"), which is the currency of the primary economic environment in which the Group operates. All amounts have been rounded to the nearest pound, unless otherwise stated. The unaudited condensed consolidated half yearly financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the annual financial statements for the year ended 30 June 2021, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.   As required by accounting standards, the Company has disclosed comparative data for the statement of comprehensive income for the trading company for the six months ended 31 December 2020.

The unaudited condensed consolidated half yearly financial statements do not constitute statutory financial statements within the meaning of the Guernsey (Companies) Law, 2008, and have been prepared on a going concern basis in accordance with the recognition and measurement criteria of IFRSs. Statutory financial statements for the year ended 30 June 2021 were approved by the Board of Directors on 30 November 2021 and delivered to the Registrar of Companies. The report of the auditor on those financial statements was unqualified but included a material uncertainty paragraph in relation to going concern.

The same accounting policies, presentation and methods of computation are followed in these unaudited condensed consolidated half yearly financial statements as were applied in the preparation of the Group's annual audited financial statements for the year ended 30 June 2021.

These interim condensed consolidated financial statements were approved by the Board of Directors on the 29^th of April 2022 and will be available from the Company's website, https://www.tallymoney.com/investors/reports

New standards, interpretations and amendments adopted by the Group:

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 30 June 2021. One amendment has been made in line with IFRS 16 lease accounting- whereby a modification has been made in the accounts due to an extension of the current office lease being agreed as well as a second office lease being taken on. There have been no new standards which have materially impacted the interim financial statements.

 

2.      Judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. 

There have been no material changes in the estimates and assumptions as outlined in the audited financial statements for the year ended 30 June 2021.

3      Investments

Investments in Associates

Geomysore Services India Private Limited ("Geomysore"):

Tally Central Ltd has an equity interest in Geomysore equal to 19.17% (year ended 30 June 2021: 19.21%). Geomysore is an Indian gold exploration company based in Bengaluru (formerly called Bangalore) with an extensive portfolio of gold exploration projects including their most developed project being a planned mine development at Jonnagiri in Southern India.  Geomysore is accounted for as an associate because, while Tally Central Ltd has significant influence over Geomysore, it does not have control, and it is accounted for on an equity accounting basis. 

The share subscriptions by Tally Central Ltd and the other shareholders throughout the duration of the equity holding, the first subscribed initially by Tally Central Ltd in August 2013, has resulted in the Group's interest in Geomysore fluctuating on a regular basis.   During the period, the Company (Lionsgold India Holdings Ltd) made an additional investment in Geomysore of 1,500,200 INR for 1,154 shares (year ended 30 June 2021: nil).

During the period, Tally entered into an agreement to sell its shareholding in Geomysore to Bombay Stock Exchange-listed Deccan Gold Mines Ltd, which is currently going through a series of approval processes in India.  The sale price contemplated to be used for a share swap, has not been used to update the value of the asset at this stage.

The carrying value of the investment in associate is determined as follows:

		31 December 2021	30  June  2021	31  December  2020
		£	£	£
Investment in associate
Opening balance		3,297,415	3,309,420	3,327,634
Investment additions		14,995	-	-
Share of loss in associate		(13,826)	(12,005)	(18,214)
Total		3,298,584	3,297,415	3,309,420

The Board has considered the valuation of its investment in Geomysore and determined that its fair value is at least equal to the carrying value of £3,298,584 (June 2021: £3,297,415) and no impairment loss is warranted.   The areas of judgement for this have not changed from those stated in the audited financial statements for year ended 30 June 2021. 

Kalevala Gold Oy:

As at the balance sheet date, Tally Central Ltd held 31.52% (30 June 2021: 31.52%) of a Finnish operating company Kalevala Gold Oy ("Kalevala"). Kalevala was established to develop the various licences subject to the joint venture with Mineral Exploration Network (Finland) Limited ("MENF" or the "JV").

Kalevala has historically been accounted for as an associate due to the percentage holding and due to the fact that Tally Central Ltd, whilst having influence over Kalevala, does not have control and was accounted for on an equity accounting basis.

As at 31 December 2021, the Company was seeking a buyer for their investment in Kalevala, following interest from third parties during the prior year. Tally is currently in negotiations and a due diligence period for the potential sale of its interest in Kalevala.  The sale of the asset is expected to occur within 12 months of the reporting date and as a result, the investment value has been kept as held for sale. The amount stated as held for sale is considered to be the fair value of the asset as at the period end.

In reviewing the fair value of the asset the indicators of impairment under IAS 36 have been considered by the Board with respect to the carrying value of Kalevala.  From their review, the Board consider there are no indicators of impairment.

The carrying value of the investment in Kalevala is determined as follows:

		31  December 2021	30  June  2021
		£	£
Assets held for sale
Opening balance		594,251	563,334
Investment additions		-	35,100
Fair value adjustment		-	(4,183)
Total		594,251	594,251

Investments at fair value through profit and loss

Railsbank Technology Limited:

At the balance sheet date Tally Central Ltd held 3,000,000 (June 2021: 5,724,400 (57,244 pre sub-division) shares of Railsbank Technology Limited ("Railsbank"), the provider of a global payments and compliance platform API, that Tally's full-reserve monetary system integrates with.  

Management has assessed the level of influence that the Group has on Railsbank and determined that the Group has not exercised significant influence during the year.  The assessment also took into consideration board representation, the contractual terms and the substance of the arrangement.  Consequently, Railsbank has been classified as an investment.   The Company's investment in Railsbank is held at fair value through profit and loss.

In September 2021, Railsbank completed the second close of oversubscriptions following a Series B funding round of c$70 million, in which Tally sold 2,724,400 (previously would have been 27,244 @ US$140.4947) Railsbank shares for a total cash consideration of US$3,827,637.61 (£2,746,188.58) before costs.  The price per share achieved on the 3^rd of September 2021 disposal of $1.404947 was 1,112% higher than the original cost ($0.1263 post sub-division) and 233% higher than the price achieved on the November 2021 disposal ($0.6018 post sub-division).

The carrying value of the 3,000,000 (30,000 pre sub-division) Railsbank shares held as at 31 December 2021 of £3,023,992 (June 2021: £5,770,181) reflects the price per share of £1.01 ($1.40 @ GBP/USD: 1.38) achieved on the September 2021 disposal.  This remains unchanged from the price per share applied to the year end 30 June 2021 value and thus there has been no profit or loss recognised during the period to 31 December 2021.

The investment is entirely categorised as level 3 under the fair value hierarchy.

		Fair Value Level 1	Fair Value Level 2	Fair Value Level 3	Fair Value Total
		£	£	£	£
As at 1 July 2021		-	-	5,770,181	5,770,181
Disposals during the period		-	-	(2,746,189)	(2,746,189)
Gains and losses recognised in profit or loss		-	-	-	-
Fair value at 31 December 2021		-	-	3,023,992	3,023,992

		Fair Value Level 1	Fair Value Level 2		Fair Value Level 3		Fair Value Total
		£	£		£		£
As at 1 January 2021		-	-		2,651,387		2,651,387
Disposals during the period		-	-		-		-
Gains and losses recognised in profit or loss		-	-		3,118,794		3,118,794
Fair value at 30 June 2021		-	-		5,770,181		5,770,181

Exceptional costs Total costs incurred in the sale of the Railsbank shares in September 2021 were:				31 December 2021 £
	Stamp duty				13,735
	Total				13,735
		4.	Financial assets at fair value

The following table analyses the fair value of the Group's financial assets by category as defined in IFRS 13.

		Fair Value Level 1	Fair Value Level 2	Fair Value Level 3	Fair Value Total
		£	£	£	£
As at 1 July 2021		52,884	-	-	52,884
Net additions/(disposals) during the period		827,776	-	-	827,776
Gains and losses recognised in profit or loss		55,300	-	-	55,300
Fair value at 31 December 2021		935,960	-	-	935,960

		Fair Value Level 1		Fair Value Level 2		Fair Value Level 3		Fair Value Total
		£		£		£		£
As at 1 January 2021		316,069	-		-		316,069
Net additions/(disposals) during the period		(238,100)	-		-		(238,100)
Gains and losses recognised in profit or loss		(25,085)	-		-		(25,085)
Fair value at 30 June 2021		52,884	-		-		52,884
		Fair Value Level 1		Fair Value Level 2		Fair Value Level 3		Fair Value Total
		£		£		£		£
As at 1 July 2020		60,587	-		-		60,587
Net additions/(disposals) during the period		261,063	-		-		261,063
Gains and losses recognised in profit or loss		(5,581)	-		-		(5,581)
Fair value at 31 December 2020		316,069	-		-		316,069

The Level 1 financial assets are holdings in gold. The fair value at the period-end is the quoted market value.

5.         Intangible Assets

	Non-current assets		Internally Generated Software	Trademarks	Total
			£	£	£
	Balance at 1 July 2021		1,548,252	15,578	1,563,830
	Additions - internal development		347,360	-	347,360
	Balance at 31 December 2021		1,895,612	15,578	1,911,190
	Amortisation
	Balance at 1 July 2021		434,833	3,376	438,209
	Charge for the year		212,083	778	212,861
	Balance at 31 December 2021		646,916	4,154	651,070
	Net book value at 31 December 2021		1,248,696	11,424	1,260,120
	Net book value at 30 June 2021		1,113,419	12,202	1,125,621

 

Tally Central Ltd, designed and developed, through its 100% owned operating subsidiary TallyMoney Ltd, a full-reserve payments and monetary system and mobile phone app that allows customers to hold a Tally Account with individual account number and IBAN (International Bank Account Number) denominated in tally^® (1 tally® = 1 milligram of physical gold), sourced and vaulted on behalf of the customer. The app delivers the utility and convenience of everyday spending and saving, for the customer's physical gold held as tally on their behalf. Costs directly attributable to the continued development and enhancement of this platform have been capitalised under IAS 38.

The group estimates the useful life of the software to be at least 5 years based on the expected technical obsolescence of such assets. The software is amortised from the date that it was ready for use, being June 2019.

6.         Earnings/loss per share

The calculation of basic loss per share at 31 December 2021 was based on the loss of £1,285,890 ( profit of 1,293,549 as at 30 June 2021) and a weighted average number of ordinary shares outstanding of 1,233,721,513 (644,450,028 as at 30 June 2021).

	31 December  2021	30 June  2021
	£	£
Profit/(loss) attributable to ordinary shareholders	(1,285,890)	1,293,549
Weighted average number of ordinary shares	Number	Number
	'000	'000
Issued ordinary shares at 1 July	668,064	632,308
Effect of shares issued during the year	565,657	12,142
Weighted average number of shares at period end	1,233,722	644,450

7.         Related Parties

Key management personnel

As at the 31 December 2021 period end, there was one key management personnel employed by the Group who was not a Director.

Directors' remuneration and interests

Six months to 31 Dec 2021	Remuneration			Interests
Director	Cash-based payments	Share-based payments	Totals	Shares	Options
	£	£	£	No.	No.
Cameron Parry* (CEO)	77,914	-	77,914	100,545,988	10,000,000
Michael Joseph**	-	-	-	53,525,000	-
Alan Davies***	-	-	-	14,600,000	-
	77,914	-	77,914	168,670,988	10,000,000

* Cameron Parry invested cash of £5,000 and took out a loan from the Company of £1,300,000 to invest in shares during the period for a total of 65,250,000 new ordinary shares and 65,250,000 IPO warrants. The loan is due for repayment on 31 October 2025 and attracts monthly interest payments calculated at 2% p.a.  Any bonuses issued to the CEO are to be applied to early repayments during the term of the loan. The loan is secured by the total 100,545,988 Tally shares and 600,100 Railsbank shares held by the CEO/his family trust.

** Michael Joseph is to be paid £95,000 in shares for the 38-month period to end of Dec 2021 that he acted as NED, contingent upon, and only in the event of, the Company relisting on a recognised investment exchange, calculated at the IPO price per share.

*** Alan Davies is to be paid £25,000 in shares for the 10-month period to end of Dec 2021 that he acted as NED, contingent upon, and only in the event of, the Company relisting on a recognised investment exchange, calculated at the IPO price per share.

No new options were issued or exercised during the period.

Transactions with other related parties

On 26 August 2021, Mike Joseph provided an unsecured loan of £60,000 to Tally Central Ltd that had a flat interest rate of £3,000 (5%) payable for any period of up to 12 months. The total amount outstanding of the unsecured loan of £60,000 together with interest of £3,000 was repaid to Mike Joseph on 10^th September 2021.

First Equity Limited is an FCA-licensed London Stockbroking firm, established 1987, FCA Ref. No. 124394.  Tally Central Ltd CEO and Founder, Cameron Parry, owns more than 25% and less than 50% of First Equity Limited and he is Joint-CEO and an FCA approved person with the firm, FCA Ref. No. CJP01234. During the period First Equity Limited was engaged to assist with £55,000 of the capital raise Tally Central Ltd conducted in July 2021 and was paid £3,300 for those capital raising services.

Geomysore is a related party, as the Group holds a 19.17% equity investment in this entity (30 June 2021: 19.21%) as at the reporting date.  During the period, the Company (Lionsgold India Holdings Ltd) made an additional investment in Geomysore of 1,500,200 INR for 1,154 shares (year ended 30 June 2021: nil).

8.        Options and Warrants

a)        Options

The Company has the ability to issue options to Directors to compensate them for services rendered and incentivise them to add value to the Group's longer-term share value.

As at 31 December 2021, the following unexpired options were in existence over the shares of Tally Central Ltd:

Name

Date of Grant

Ordinary Shares under option

Expiry Date

Exercise Price £

Cameron Parry

18.01.17

10,000,000

31.12.22

0.022

Each option entitles the holder to subscribe for one ordinary share in Tally Central Ltd.  Options do not confer any voting rights on the holder. 

The number and weighted average exercise price of the options are as follows:
	Weighted average exercise price		Number of options	Weighted average exercise price	Number of options
	31 Dec 2021 £		31 Dec 2021 No	30 June 2021 £	30 June 2021 No
Options issued by Tally Central Ltd
Outstanding at the beginning of the period/year		0.0220	10,000,000	0.0220	10,000,000
		0.0220	10,000,000	0.0220	10,000,000

As at 31 Dec 2021, the weighted average remaining contractual life of the options was 1 year (30 June 2021 - 1.5 years).

b)         Warrants

As at 31 Dec 2021, the following warrants were in existence:

Date of grant	Warrants issued	Warrants exercised	Warrants expired	Warrants remaining	Expiry date	Exercise price £
08.11.2017	2,500,000	-	-	2,500,000	30.11.2022	0.011
08.11.2017	2,500,000	-	-	2,500,000	30.11.2022	0.022
29.11.2019	47,200,000	-	-	47,200,000	*	*
28.08.2020	12,100,000	-	-	12,100,000	**	**
28.08.2020	3,800,000	-	-	3,800,000	31.12.2022	0.015
04.12.2020	4,765,000	-	-	4,765,000	**	**
04.12.2020	1,000,000	-	-	1,000,000	31.12.2022	0.015
04.12.2020	1,450,000	-	-	1,450,000	31.12.2022	0.02
30.06.2021	21,041,611	-	-	21,041,611	**	**
30.07.2021	3,275,000	-	-	3,275,000	**	**
31.12.2021	71,000,000	-	-	71,000,000	**	**
	170,631,611	-	-	170,631,611

The warrants issued in 2017 were attached to the appointment of a global strategy consultant and shares issued to this individual. The fair value of these warrants is considered to be £nil as the amount paid for the share and warrant bundle is equivalent to the fair value of the share.

* the exercise price of the warrants issued on 29 November 2019 is 150% of the Company's Initial Public Offering ("IPO") price with a term of 2 years from IPO. As the IPO date and price is uncertain, these are not included in the above analysis.

** the exercise price of the warrants issued on 28^th August and 4^th December 2020 and on 30^th June, 30^th July and 31^st December 2021 is 200% of the Company's Initial Public Offering ("IPO") price with a term of 3 years from IPO. As the IPO date and price is uncertain, these are not included in the above analysis.

The number and weighted average exercise price of warrants are as follows:

Warrants in issue	Weighted average exercise price	Number of warrants	Weighted average exercise price	Number of warrants
	31 Dec 2021	31 Dec 2021	30 June 2021	30 June 2021
	£	No	£	No
Outstanding at 1 July	0.0163	96,356,611***	0.0163	96,356,611***
Issued during the period	****	74,275,000	-	-
	0.0163**	170,631,611	0.0163	96,356,611

***the warrants issued on 29 November 2019 have an exercise price of 150% of the Company's Initial Public Offering ("IPO") price and will expire two years from the date of the IPO exercise.   The warrants issued on 28 August and 4 December 2020 and on 30^th June 2021 have an exercise price of 200% of the Company's Initial Public Offering ("IPO") price and will expire three years from the date of the IPO exercise.  As the exercise price and the expiry date of these warrants will be determined by the eventual pricing and timing of the future IPO of the company, they have been excluded from the calculation of the weighted average exercise price and weighted average remaining contractual life of the total warrants outstanding.

****the warrants issued on 30^th July and 31^st December 2021 have an exercise price of 200% of the Company's Initial Public Offering ("IPO") price and will expire three years from the date of the IPO exercise.   As the exercise price and the expiry date of these warrants will be determined by the eventual pricing and timing of the future IPO of the company, they have been excluded from the calculation of the weighted average exercise price and weighted average remaining contractual life of the total warrants outstanding.

As at 31 December 2021, the weighted average remaining contractual life of the 11,250,000 warrants which do have a defined expiry date was 1 year (30 June 2021: 1 years and 6 months).

9.         Share capital and reserves

a)   Movement in issued and fully paid share capital:		Ordinary Shares no par value
In issue at 30 June 2021		668,064,392
Issued		68,929,587
In issue at 31 December 2021		736,993,979

All shares issued by the Company are 'ordinary' shares and rank equally in all respects, including for dividends, shareholder attendance and voter rights at meetings, on a return of capital and in a winding-up.

In July 2021, Tally Central Ltd completed the end of a pre-Series A funding round raising £60,000 during the reporting period, of which the board and management contributed £5,000, via the issue of 3,000,000 new ordinary shares at 2 pence per share. In Dec 2021 65,000,000 shares were issued to Cameron Parry resulting in a loan owed to the Company of £1,300,000, due for repayment on 31 October 2025 and attracting monthly interest payments calculated at 2% p.a.  Any bonuses issued to the CEO are to be applied to early repayments during the term of the loan. The loan is secured by the total 100,545,988 Tally shares and 600,100 shares in Railsbank Technology Ltd ("Railsbank") held by the CEO and his family trust. In addition, the Company issued 929,587 at 2p each worth a total £18,592 as a share-based employee bonus to three employees. These new shares rank pari-passu with all existing ordinary shares. As a result of the above events, the total shares in issue as at 31 December 2021 was 736,993,979 (30 June 2021: 668,064,392).

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the FCA, the issued ordinary share capital of Tally Central Ltd including the issue of the new ordinary shares is 736,993,979 Ordinary Shares with voting rights attached (one vote per share).  There are no shares held in treasury.

b)          Reserves

Share premium reserve

The share premium reserve comprises the excess of consideration received over the par value of the shares issued, plus the nominal value of share capital at the date of re-designation at no par value.

		Share premium reserve £
In issue at 30 June 2021		30,699,730
Pre-Series A funding round		60,000
Share-based employee bonus payments		18,592
Company loan to Cameron Parry		1,300,000
Cost of issue		(3,300)
In issue at 31 December 2021		32,075,022

Share based payment reserve

The share-based payment reserve comprises the fair value of warrants and options granted, less the fair value of lapsed and expired warrants and options.

		Share based payment reserve £
Balance at 30 June 2021		51,352
Warrants issued in settlement of employee agreement for intangible assets		17,070
Balance at 31 December 2021		68,422

Foreign exchange translation reserve

The foreign exchange translation reserve contains all foreign currency differences arising from the translation of the financial statements of foreign operations.  Changes arising from monetary items that are considered to be part of the net investment are also included in the foreign exchange translation reserve.

Reserves in the Consolidated Statement of Financial Position comprise the share-based payment reserve and the foreign exchange translation reserve.

10.       Administrative Expenses

	2021	2020
Administrative Expenses	£	£
Staff costs	610,393	218,506
Marketing	155,362	45,081
Banking & Platform Operations	129,084	113,400
Product & Technology Costs	28,819	17,161
Premise & Office Costs	31,668	9,660
Legal & Professional Fees	98,177	27,392
Accountancy & Audit Fees	12,750	14,629
Depreciation & Amortisation	256,927	140,542
	1,323,180	586,371

11.       Leases

The Group holds two leases that it accounts for under IFRS16, being its two leased offices (one lease as at 30 June 2021).  A second office lease was entered into in July 2021 and simultaneously the lease on the original office was extended by one year. To determine the split between principal and interest in the leases the Company applied an estimate of the interest it would have to pay in order to finance payments under the leases. The Company used an incremental borrowing rate of 4.10% (4.75% as at 30 June 2021) to make this estimation.

The leases include a break period after 18 months (12 months from reporting date). The Company is reasonably certain that the break clauses will not be initiated and as such have calculated the right-of-use asset over the full remaining 2.5 year term (from 1 July 2021).

	Dec 2021
	£
For the 6 month period
Cash outflow
Capital	41,634
Interest	3,003
	44,637
Depreciation charge	39,819
Interest charge	3,003
As at 31 December 2021
Right of use asset
At 30 June 2021	59,287
Revised as at 1 July 2021 (extension & 2nd lease)	199,099
Depreciation	39,819
At 31 December 2021	159,280
Lease liability
Less than 12 months	79,542
Greater than 12 months	82,804
Total	162,346
Actual lease liability - current	84,624
Actual lease liability - non- current	84,624

	June 2021
	£
For the year
Cash outflow
Capital	38,506
Interest	3,824
	42,330
Depreciation charge	39,525
Interest charge	3,824
As at 30 June 2021
Right of use asset
At 1 July 2020	98,812
Depreciation	39,525
At 30 June 2021	59,287
Lease liability
Less than 12 months	40,334
Greater than 12 months	20,880
Total	61,214
Actual lease liability - current	42,330
Actual lease liability - non- current	21,165

12.       Post Balance sheet events

Following the shareholder AGM held 30 December 2021 where all resolutions were unanimously passed and granting permission to do so, the Company adopted new articles of association suitable for the Company's planned listing on the London Stock Exchange Main Market and the Company's name changed from Tally Ltd on 8 February 2022 to Tally Central Ltd.

13.       Approval of half year report

The condensed consolidated half year report was approved by the Board of Directors on the 29^th of April 2022.

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