TMT Acquisition PLC — Interim / Quarterly Report 2021

Nov 9, 2021

TMT Acquisition Plc

Interim Report and Financial Statements

For the period from 25 March to 30 September 2021

Company Number: 13292061

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TMT Acquisition Plc

Contents

Page

2 Interim Management Report
3 Responsibility Statement of the Directors in respect of the Interim Report and Financial Statements
4 Statement of Comprehensive Income for the period from 25 March to 30 September 2021
5 Statement of Financial Position as at 30 September 2021
6 Statement of Changes in Equity for the period from 25 March to 30 September 2021
7 Statement of Cash Flows for the period from 25 March to 30 September 2021
8 Notes to the Interim Financial Statements for the period from 25 March to 30 September 2021

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TMT Acquisition Plc

Interim Management Report

For the period from 25 March to 30 September 2021

TMT Acquisition was incorporated in March 2021 to pursue opportunities to acquire businesses in the technology, media and telecom sector ("TMT sector") with a focus on disruptive digitally enabled media and technology businesses. The Directors have stated their intention to consider making an acquisition of the following types of businesses:

• Platform and marketplace businesses;
• Tech-enabled disruptive businesses;
• E-Commerce businesses; and
• On-line B2B and enterprise solutions businesses.

From incorporation on 25 March 2021, the Company prepared for a listing on the standard segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (the "LSE"). The interim results for the period ending 30 September 2021 reflect part of the costs to list. During this period the Company recorded a net loss of £0.04 million being the minimal running costs of the Company. The Directors draw no salary, so any ongoing costs relate to administrative expenses and listing fees.

On 11 October, the Company was admitted to listing on the standard segment of the Official List and to trading on the main market for listed securities of the LSE, raising gross proceeds of £5 million (net proceeds of £4.73 million) from institutional investors. As at 31 October 2021, current assets were approximately £4.83 million.

Harry Hyman

Non-Executive Chairman

5 November 2021

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TMT Acquisition Plc

Statement of Directors' responsibilities

For the period from 25 March to 30 September 2021

The Directors are responsible for preparing the Interim Report and Financial Statements in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations issued by the International Accounting Standards Board (IASB), in accordance with the Companies Act 2006.

Under Company law the Directors must not approve the Interim Report and Financial Statements unless they are satisfied that they give a true and fair view of the Company and of the profit or loss of the Company for that period. The Directors are also required to prepare the Interim Report and Financial Statements in accordance with the Listing Rules and the Disclosure and Transparency and Guidance Rules of the FCA of the London Stock Exchange for companies whose share are admitted to the Standard Segment of the Official List.

In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the Interim Report and Financial Statements; and
• prepare the Interim Report and Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Interim Report and Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

Each of the Directors, confirm that, to the best of their knowledge and belief:

• the Interim Report and Financial Statements are prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position, and loss of the Company for the period; and
• the Interim Report and Financial Statements includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face.

Harry Hyman

Non-Executive Chairman

5 November 2021

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TMT Acquisition Plc

Statement of Comprehensive Income

For the period from 25 March to 30 September 2021

| | Note | Unaudited
25 March to
30 September
2021
£ |
| --- | --- | --- |
| Continuing operations | | |
| Administrative expenses | 4 | (41,080) |
| Operating loss before tax | | (41,080) |
| Taxation | | - |
| Total comprehensive loss for the period attributable to the equity owners | | (41,080) |
| Loss per share | | |
| Basic and diluted | 5 | (0.02) |

The above results were derived from continuing operations.

The notes on pages 8 to 10 form part of these Interim Financial Statements.

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TMT Acquisition Plc
Statement of Financial Position
As at 30 September 2021

| Company Number: 13292061 | | Unaudited
As at
30 September
2021 |
| --- | --- | --- |
| | Note | £ |
| ASSETS | | |
| Current assets | | |
| Cash and cash equivalents | 6 | 68,520 |
| Total current assets | | 68,520 |
| Total assets | | 68,520 |
| LIABILITIES | | |
| Current liabilities | | |
| Trade and other payables | 7 | 9,600 |
| Total current liabilities | | 9,600 |
| Total liabilities | | 9,600 |
| NET ASSETS | | 58,920 |
| EQUITY | | |
| Share capital | 8 | 100,000 |
| Accumulated losses | 9 | 58,920 |
| TOTAL EQUITY | | 68,520 |

The Interim Report and Financial Statements were approved by the Board of Directors and authorised for issue on 5 November 2021.

Harry Hyman
Non-Executive Chairman

The notes on pages 8 to 10 form part of these Interim Financial Statements.

5

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TMT Acquisition Plc
Statement of Changes in Equity
For the period from 25 March to 30 September 2021

| | Share Capital
£ | Accumulated Losses
£ | Total Equity
£ |
| --- | --- | --- | --- |
| As at 25 March 2021 | - | - | - |
| Transactions with owners | | | |
| Issue of ordinary shares | 100,000 | (41,080) | 58,920 |
| As at 30 September 2021 | 100,000 | (41,080) | 58,920 |

The notes on pages 8 to 10 form part of these Interim Financial Statements.

6

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TMT Acquisition Plc
Statement of Cash Flows
For the period from 25 March to 30 September 2021

| | Note | Unaudited
25 March to
30 September
2021 |
| --- | --- | --- |
| | | £ |
| Cash flow from operating activities | | |
| Operating loss | | (41,080) |
| Cash outflow from operating activities | | (41,080) |
| Changes in working capital | | |
| Increase in trade and other payables | 7 | 9,600 |
| Net cash used in operating activities | | (31,480) |
| Cash flows from financing activities | | |
| Proceeds from issue of shares, net of issue costs | | 100,000 |
| Net cash generated from financing activities | | 100,000 |
| Net increase in cash and cash equivalents | | 68,520 |
| Cash and cash equivalents at the beginning of the period | | - |
| Cash and cash equivalents at the end of the period | | 68,520 |

The notes on pages 8 to 10 form part of these Interim Financial Statements.

7

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TMT Acquisition Plc

Notes to the Interim Financial Statements

For the period from 25 March to 30 September 2021

1. Company information

TMT Acquisition plc (the "Company") is a public company listed on the London Stock Exchange in England and Wales. The Company is domiciled in England and its registered office is 15 Fetter Lane, London, United Kingdom, EC4A 1BW.

The principal activity of the Company is that of identifying and acquiring investment projects.

The Company was incorporated on 25 March 2021 and as such the interim financial results cover the period from 25 March 2021 to 30 September 2021. There are no comparative figures as this is the Company's first interim period.

1. Accounting policies

2.1 Basis of preparation

These financial statements of the Company have been prepared on a going concern basis in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations issued by the International Accounting Standards Board (IASB), in accordance with the Companies Act 2006.

Measurement bases

The financial statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The preparation of the financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 3.

2.2 Significant accounting policies

The accounting policies applied in preparing the Interim Financial Statements are consistent with those that have been adopted in the historical financial information included in the Company's Prospectus, which is available at www.tmtacquisition.com.

1. Significant judgments and estimates

The preparation of the Company's financial statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the statement of financial position date, amounts reported for revenues and expenses during the period, and the disclosure of contingent liabilities, at the reporting date.

Estimates and judgements are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Directors consider that there are no critical accounting judgements or estimates relating to the financial information of the Company.

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TMT Acquisition Plc

Notes to the Interim Financial Statements (continued)

For the period from 25 March to 30 September 2021

4. Loss before income tax

The loss before income tax is stated after charging:

| | Unaudited
25 March to
30 September
2021
£ |
| --- | --- |
| Fees payable to the Company's auditors – Reporting Accountant fees | 24,000 |

5. Loss per share

The loss per share has been calculated using the loss for the period and the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the period, as follows:

| | Unaudited
25 March to
30 September
2021
£ |
| --- | --- |
| Loss for the period attributable to equity holders of the Company | (41,080) |
| Weighted average number of ordinary shares | 1,851,852 |
| Loss per share | (0.02) |

6. Cash and cash equivalents

| | Unaudited
25 March to
30 September
2021
£ |
| --- | --- |
| Cash at bank | 68,520 |
| | 68,520 |

All bank balances are denominated in pounds sterling.

7. Trade and other payables

| | Unaudited
25 March to
30 September
2021
£ |
| --- | --- |
| Amounts falling due in one year: | |
| Trade payables | 9,600 |
| | 9,600 |

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TMT Acquisition Plc

Notes to the Interim Financial Statements (continued)

For the period from 25 March to 30 September 2021

8. Share capital

	Number of Shares	Share Capital £
Issued and fully paid Ordinary shares of £0.08 each	2	-
Issued and fully paid Ordinary shares of £0.04 each	2,499,998	100,000
At 30 September 2021	2,500,000	100,000

The Company was incorporated on 25 March 2021. On incorporation, 2 ordinary shares of £0.04 par value were issued at par.

On 13 May 2021, a further 2,499,998 ordinary shares of £0.04 par value were issued at par.

The holders of ordinary shares are entitled to one voting right per share.

9. Reserves

Accumulated losses

Includes all losses incurred since incorporation.

10. Ultimate controlling party

The Company has no ultimate controlling party.

11. Subsequent events

On 11 October 2021, the Company issued 25,000,000 ordinary shares, raising £5 million before expenses. On the same day, the Company announced that the entire issued share capital of 27,500,000 ordinary shares was admitted to trading on the main market for listed securities of the London Stock Exchange.