TIDMVOX
RNS Number : 7886X
Vox Valor Capital Limited
28 April 2023
Vox Valor Capital Limited
("Vox Valor" or the "Company")
Annual Results
Vox Valor (LSE: VOX), is pleased to announce its audited final
results for the financial year ended 31 December 2022.
Period Highlights:
-- For the financial year ended 31 December 2022, Vox Valor
reported revenue of USD 13.8 million, versus USD 7.0m in the
previous financial period, and a gross profit of USD 29k versus an
operating loss of USD 336k in the previous financial period.
-- Total comprehensive income for the year was a loss of USD
5.5m (versus a loss of USD 1.6m in the previous financial period),
which is mainly caused by non-recurring expenditure and accounting
write-offs and impairments in relation to the reverse take-over and
the divestment of Mobile Marketing LLC.
-- During the financial year that ended 31 December 2022, Vox
Valor completed the acquisition of Vox Capital (including the Mobio
Global mobile marketing group), which transaction constituted a
reverse take-over transaction (the "RTO"), and Vox Valor ceased its
business operations in Russia and divested its 100% shareholding in
Mobile Marketing LLC (the Russian operating subsidiary of Mobio
Global Limited) in August 2022. Both the RTO transaction and the
divestment of Mobile Marketing LLC have resulted in non-recurring
expenditure and certain non-cash impairments that had a significant
impact on the financial results of the Company.
Post Period Highlights:
-- The Company has entered into two non-binding term sheets in
relation to the acquisition of two mobile game development and
publishing businesses. These term sheets are non-binding, subject
to final documentation and due diligence and subject to financing
and board approval. The Company will make a further announcement
once binding agreements have been entered into.
Commenting on the results John Booth, Chairman, said:
"On behalf of the entire board of directors I am pleased to
announce the first results of Vox Valor as a publicly listed group.
During 2022, we completed the reverse take-over transaction and
divested Mobile Marketing LLC. The group has reported strong
revenue growth and reached an operating profit. For the year ahead,
we look forward to seeing Vox Valor grow further both organically
and through mergers and acquisitions."
For additional information please contact:
John Booth (Chairman)
Konstantin Khomyakov (CFO)
Tel: +1 (345) 949-4544
Email: ir@voxvalor.com
Novum Securities Limited
David Coffman / George Duxberry
Tel: +44 (0)207 399 9400
About Vox Valor Capital Limited
Vox Valor Capital Limited is the holding company for Vox Capital
Limited and its subsidiary companies (together the "Vox Group").
The Vox Group has a focus on making acquisitions of majority stakes
in the marketing technology, digital content, mobile games/apps and
digital marketing sector. Digital marketing technology and services
and digital content/mobile games are large and fast-growing
industries. The Vox Group's management team has a successful track
record of operating, financing, and exiting businesses in this
sector and has a network in this sector which generates a steady
flow of leads and introductions to potential acquisition
candidates. The Vox Group will target the acquisition of privately
held businesses that can benefit from the access to liquidity and
international scaling expertise that the Vox Group and its
management team can provide.
Chairmans statement
Vox Valor Capital Limited is pleased to announce that its
audited financial statements for the year ended 31 December 2022
have been published and are available on its website at
www.voxvalor.com/investors.
We are very pleased to report a strong increase in revenues and
the group achieving a modest operating profit. These results are
very encouraging as this revenue growth and operating profit
improvement has been achieved under very challenging circumstances
as the operations of Vox Valor's mobile marketing unit Mobio Global
were disrupted by Mobio Global ceasing its operations in Russia and
the sale of Mobile Marketing LLC. For the current financial year,
we are looking forward to growing Vox Valor both organically and
through potential acquisitions.
Summary of Trading Results and Outlook
For the financial year ended 31 December 2022, Vox Valor
reported revenue of USD 13.8 million (versus USD 7.0m in the
previous financial period) and a gross profit of USD 29k (versus an
operating loss of USD 336k in the previous financial period).
Total comprehensive income for the year was a loss of USD 5.5m
(versus a loss of USD 1.6m in the previous financial period), which
is mainly caused by non-recurring expenditure and accounting
write-offs and impairments in relation to the reverse takeover
("RTO") and the divestment of Mobile Marketing LLC.
During the financial year that ended 31 December 2022, Vox Valor
completed the acquisition of Vox Capital (including the Mobio
Global mobile marketing group), which transaction constituted an
reverse take-over transaction (the "RTO") under the Listing Rules.,
and Vox Valor ceased its business operations in Russia and divested
its 100% shareholding in Mobile Marketing LLC (the Russian
operating subsidiary of Mobio Global Limited) in August 2022. Both
the RTO transaction and the divestment of Mobile Marketing LLC have
resulted in non-recurring expenditure and certain non-cash
impairments that had a significant impact on the financial results
of the Company.
Financial Statements
Consolidated statement of profit or loss and other comprehensive
income
for the year ended 31 December 2022
Notes 31 December 30 September
2022 2021
------ ------------- -------------
Operating income and expenses
Sales revenue 1 13,829,357 6,965,362
Total income 13,829,357 6,965,362
------------- -------------
Operating expenses 2 (12,585,236) (6,252,373)
Administrative expenses 4 (670,594) (655,901)
Contractors fees (346,514) (281,838)
Right-of-use assets expenses (38,290) (50,226)
Depreciation of tangible/intangible
assets (23,664) (32,347)
Professional services (67,873) (12,716)
Audit and accountancy fees (68,142) (10,299)
Marketing expenses - (4,851)
Other expenses - (464)
Total operating costs (13,800,313) (7,301,015)
------------- -------------
OPERATING PROFIT / (LOSS) 29,044 (335,653)
------------- -------------
Non-operational income and expenses
Non-operating income 7 70,989 64,424
Non-operating expenses 7 (8,387) (1,982,294)
RTO Expenses 5 (2,723,648) -
------------- -------------
NET NON-OPERATING RESULT (2,661,046) (1,917,970)
------------- -------------
Financial income and expenses
Interest income / (expenses) 8 (490,194) (215,235)
Convertible note interest accruals - (5,569)
Financial income / (expenses) 6 (73,394) 22,816
NET FINANCIAL RESULT (563,588) (197,988)
------------- -------------
PROFIT / (LOSS) BEFORE TAX (3,195,590) (2,451,511)
------------- -------------
Profit tax (15,492) (36,488)
Deferred taxes 9 65,312 29,891
PROFIT / (LOSS) FOR THE PERIOD (3,145,770) (2,458,108)
------------- -------------
OTHER COMPREHENSIVE INCOME
Revaluation reserve (393) 8 54,19 6
Transactions with owners (business
restructuring) 10 (1,509,883) -
Exchange differences on translating
foreign operations 30 222,601 (222,601)
Translation difference (1,077,074) 203,721
------------- -------------
OTHER COMPREHENSIVE INCOME (2,364,749) 835,709
============= =============
TOTAL COMPREHENSIVE INCOME / (LOSS)
FOR THE PERIOD (5,510,519) (1,622,399)
------------- -------------
Basic and diluted loss per share 11 (0.14) (0.12)
============= =============
Consolidated statement of financial position as at 31 December
2022
Notes 31 December 30 September
2022 2021
------ ------------ --------------
ASSETS
Non-current assets
Investments 16 10,156,381 11, 770 , 347
Goodwill 12 - 1,923,299
Right-of-use assets 15 66,156 118,867
Deferred tax assets 9 58,162 42,174
Tangible fixed assets 13 3,391 21,568
Intangible assets 14 7,038 7,176
Other long-term financial assets - 2,684
13, 886 ,1
Total non-current assets 10,291,128 15
------------ --------------
Current assets
Trade and other receivables 17 2,930,095 1,743,871
Cash at bank 18 911,686 756,159
Inventories - 33
Other short-term assets 19 3,516 1 36,176
------------ --------------
Total current assets 3,845,297 2,636,239
------------ --------------
16,522, 3
TOTAL ASSETS 14,136,425 54
------------ --------------
EQUITY AND LIABILITIES
EQUITY
Share Capital 28 194,426 187,128
Share premium 28 13,660,572 12,705,270
Share based payments 1,926,720 -
Revaluation reserve 854,196 8 54 ,19 6
Convertible notes reserve - 393
(2,288,96 9
Retained earnings (6,944,622) )
Exchange differences on translating
foreign operations 30 - (222,601)
Translation difference (873,353) 436,473
------------ --------------
TOTAL EQUITY 8,817,939 11,671,890
------------ --------------
LIABILITIES
Non-current liabilities
Contingent consideration - 1,307,503
Loans (long term) 21 2,055,712 1,000,000
Convertible notes - 202,434
Other long-term liabilities 23 53,722 77,658
------------ --------------
Total non-current liabilities 2,109,434 2,587,595
------------ --------------
Current liabilities
Trade and other payables 20 2,905,091 1,965,047
Loans (short term) 21 81,608 22,565
Accrued expenses 34,235 10,656
Current tax liabilities 17,823 13,762
23,
Other short-term liabilities 24 170,295 250 , 839
------------ --------------
Total current liabilities 3,209,052 2,262,869
------------ --------------
TOTAL LIABILITIES 5,318,486 4,850,464
------------ --------------
16,5 22 ,
TOTAL EQUITY AND LIABILITIES 14,136,425 3 54
------------ --------------
Consolidated statement of changes in equity for the year ended
31 December 2022
Share Share Share Revaluation Convertible Retained Exchange Translation Total
Capital premium based reserve notes earnings differences difference equity
payments reserve on
translating
foreign
operations
-------- ----------- ---------- ------------ ------------ ------------ ------------ ------------ ------------
Balance at
30 September
2021 187,128 12,705,270 - 854,196 393 (2,288,969) (222,601) 436,473 11,671,890
-------- ----------- ---------- ------------ ------------ ------------ ------------ ------------ ------------
Transactions
with owners 7,298 955,301 1,926,720 - - - - - 2,889,319
Results from
activities - - - - - (3,145,770) - - (3,145,770)
Other
comprehensive
income - - - - (393) (1,509,883) 222,601 (1,309,825) (2,597,500)
Balance at
31 December
2022 194,426 13,660,572 1,926,720 854,196 - (6,944,622) - (873,353) 8,817,939
======== =========== ========== ============ ============ ============ ============ ============ ============
Share Share Revaluation Convertible Retained Exchange Translation Total
Capital premium reserve notes earnings differences difference equity
reserve on
translating
foreign
operations
-------- --------- ------------ ------------ ------------ ------------ ------------ -----------
Balance at 30
September
2020 64,621 - - - 169,139 - - 233,760
-------- --------- ------------ ------------ ------------ ------------ ------------ -----------
Transactions
with 1 2 ,9
owners 122,507 38 ,022 - - - - - 13,060,529
(2, 458
Results from , 108
activities - - - - (2,458,108) - - )
Other
comprehensive 8 54,19
income - - 6 393 - (222,601) 203,721 835,109
Balance at 30 1 2 (2,2
September ,9 38 8 54,19 8 8,969
2021 187,128 ,022 6 393 ) (222,601) 203,721 11,671,890
======== ========= ============ ============ ============ ============ ============ ===========
Consolidated statement of cash flows for the year ended 31
December 2022
Notes 31 December 30 September
2022 2021
------- ------------ --------------
OPERATING ACTIVITIES
Profit / (loss) before taxation (3,195,590) (2, 4 51,511)
Adjustments for
Depreciation of tangible/intangible
fixed assets 23,664 3 2 , 34 7
Depreciation of right-of-use assets 38,290 50, 22 6
Interest not paid (received) 51,562 2 2 , 565
Inventories 33 (33)
(1, 6 8 5
Trade and other receivables (1,186,224) , 844 )
1,94 8 , 67
Trade and other payables 940,044 1
Other assets 132,660 (138,860)
Other liabilities (24,284) 328,5 00
Accrued expenses 23,579 1 0 , 656
Accrued interest - 5,570
Tax accruals - 13, 762
Non-operating expenses 3,148,046 1,938,096
Cash generated from operations (48,220) 74, 14 5
------------ --------------
Taxes reclaimed (paid) - -
------------ --------------
Total cash flow from operating
activities (48,220) 74 , 14 5
------------ --------------
INVESTMENT ACTIVITIES
Purchase /disposal of property,
plant and equipment (3,391) ( 1 6,773)
Purchase /disposal of other intangible (8, 6 5 2
assets (15,276) )
Acquisition of subsidiaries, net
of cash acquired (291,747) (319 ,836)
Total cash flow from investment
activities (310,414) (345,261)
------------ --------------
FINANCING ACTIVITIES
Capital increase - 122,507
Loans given / received 625,000 1,000,000
Financial obligations (right-of-use) (71,103) (64,553)
Interest paid (right-of-use) (5,032) (8,853)
Convertible notes - 194,340
------------ --------------
Total cash flow from financing
activities 548,865 1,243,441
------------ --------------
NET CASH FLOW 190,231 972,325
------------ --------------
Exchange differences and translation
differences on funds (34,704) (216,297)
------------ --------------
MOVEMENTS IN CASH FUND 155,527 756,028
------------ --------------
Balance as of beginning of the period 756,159 131
Movement for the period 155,527 756,028
------------ --------------
Balance as of the end 911,686 756,159
------------ --------------
Notes to the consolidated financial statements, comprising
significant accounting policies and other explanatory information
for the year ended 31 December 2022
GENERAL INFORMATION
Vox Valor Capital LTD (the "Company").
Vox Valor Capital LTD (former Vertu Capital Limited) was
incorporated in the Cayman Islands on 12 September 2014 as an
exempted company with limited liability under the Companies Law.
The Company's registered office is Forbes Hare Trust Company
Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street,
Grand Cayman KY1-9006, Cayman Islands, registration number
291725.
The Group comprises from the parent company Vox Valor Capital
LTD and the following subsidiaries:
-- Vertu Capital Holding Ltd United Kingdom 100% ownership by
Vox Valor Capital LTD
-- Vox Capital Ltd United Kingdom 100% ownership by Vox Valor
Capital LTD
-- Vox Valor Capital Pte Limited Singapore 100% ownership by Vox
Capital Ltd
-- Initium HK Limited Hong Kong 100% ownership by Vox Capital
Ltd
-- Mobio Global Limited United Kingdom 100% ownership by Vox
Capital Ltd
-- Mobio (Singapore) Pte Ltd Singapore 100% ownership by Mobio Global Limited
-- Mobio Global Inc . USA 100% ownership by Mobio Global
Limited
The principal activity of the Group is businesses in the digital
marketing, advertising and content sector. The Group focuses on
App, Mobile, Performance and has been providing the services for
the promotion of mobile apps and games.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of the Group are: Pieter van der Pijl,
Stefans Keiss, and Sergey Konovalov.
Management (Directors)
-- John G Booth (Chairman and Non-Executive Director)
-- Rumit Shah (Non-Executive Director)
-- Simon Retter (Non-Executive Director)
-- Konstantin Khomyakov (Finance Director)
Going concern
At the time of approving the financial statements, the
Management has a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future. Thus, the Management continues to adopt the going concern
basis of accounting in preparing the financial statements.
ACCOUNTING POLICIES
The Consolidated Financial Statements have been prepared in
accordance with UK-adopted International Accounting Standards
("IFRS") and interpretations issued by the International Accounting
Standards Board ("IASB") and interpretations issued by the
International Financial Reporting Standards Interpretations
Committee ("IFRIC").
The presentation al currency of the Group is US dollars
(USD).
The notes are an integral part of the financial statements.
Reporting period
These financial statements are presented as a continuation of
the financial statements of Vox Capital Ltd.
These financial statements represent the financial reporting
period of the Group from 30 September 2021 till 31 December 2022.
The end of the reporting period of Vox Capital Ltd has been changed
from 30 September to 31 December.
The Group has consolidated financial information of Vox Capital
Ltd for the period from 30 September 2021 till 31 December 2022 (15
months) and subsidiaries for the period from 1 January to 31
December. Due to disposal of the investment in Mobile Marketing LLC
on August 2, 2022, income and expenses of Mobile Marketing LLC for
7 months of 2022 are taken into account in the consolidated
financial statements.
General
An asset is disclosed in the statement of financial position
when it is probable that the expected future economic benefits
attributable to the asset will flow to the entity and the cost of
the asset can be reliably measured. A liability is disclosed in the
statement of financial position when it is expected to result in an
outflow from the entity of resources embodying economic benefits
and the amount of the obligations can be measured with sufficient
reliability.
If a transaction results in transfer of future economic benefits
and/or when all risks associated with assets or liabilities have
been transferred to a third party, the asset or liability is no
longer included in the statement of financial position. Assets and
liabilities are not included in the statement of financial position
if economic benefits are not probable or cannot be measured with
sufficient reliability.
The income and expenses are accounted for during the period to
which they relate. Revenue is recognized when control over service
is transferred to a customer.
The Management is required to form an opinion and make estimates
and assumptions for assets, liabilities, income, and expenses. The
actual result may differ from these estimates. The estimates and
the underlying assumptions are constantly assessed. Revisions are
recognised during a corresponding revision period as well as any
future periods affected by the revision. The nature of these
estimates and judgements, including related assumptions, is
disclosed in the notes to corresponding items in the financial
statement.
Basis of consolidation
On 30 June 2021 the Company announced its intention to acquire
Vox Capital Ltd, the parent company that wholly owns a mobile
marketing agency, Mobio Global, and has shareholdings in an
influencer marketing automation platform and a mobile app
monetisation platform. The Acquisition is constituted a Reverse
Takeover (RTO) under the Listing Rules as the value of the
consideration exceed the Company's market capitalisation and it
result in a fundamental change in the business of the Company as it
will own an operating business. On 30 September 2022, the Company
entered into a sale and purchase agreement with the Vox
Sellers.
Consolidated financial statements reflect the substance of the
transaction. The substance of the transaction is Vox Capital Ltd,
the accounting acquirer (operating company) has made a share-based
payment to acquire a listing along with the listed company's cash
balances and other net assets. The transaction is therefore
accounted for in accordance with IFRS 2.
Vox Valor Capital LTD, the listed company still becomes a legal
parent and continues to have filing obligations. As required by
IFRS 10 'Consolidated Financial Statements' the legal parent has to
prepare consolidated financial statements. Based on the IFRIC
agenda decision, these consolidated financial statements are
prepared using some of the guidance in IFRS 3 on reverse
acquisition, but without recognizing goodwill. Therefore:
-- the consolidated financial statements of Vox Valor Capital
LTD, the legal parent (listed shell company) are presented as a
continuation of the financial statements of Vox, the operating
company (the legal subsidiary, which is considered the accounting
acquirer),
-- the transaction price is allocated to the identifiable assets
and liabilities of the listed shell company on the basis of their
fair values at the date of purchase,
-- any excess of the transaction price over the fair value of
the assets and liabilities of the listed shell company represents a
cost for obtaining a listing. This is accounted for as an expense
as it does not represent an asset under IFRS,
-- no goodwill is recognized.
The Consolidated Financial Statements incorporate the financial
information of Vox Capital Ltd and all its subsidiary undertakings.
Subsidiary undertakings include entities over which the Group has
effective control. The Company controls a group when it is exposed
to, or has right to, variable returns from its involvement with the
Group and has the ability to affect those returns through its power
over the Group. In assessing control, the Group takes into
consideration potential voting rights.
-- The Company acquired Vox Valor Capital LTD on 30 September (holding company)
-- The Company acquired Vertu Capital Holding Ltd on 30 September (holding company)
-- The Company acquired Vox Valor Capital Singapore Pte Limited
on 8 October 2020 (holding company)
-- The Company acquired Initium HK Limited on 14 December 2020 (holding company)
-- The Company acquired Mobio (Singapore) PTE LTD on 14 October 2020.
-- The Company acquired Mobile Marketing, LLC on 14 October 2020 and sold on 2 August 2022
-- The Company acquired Mobio Global Inc. on 27 April 2022
Principles for foreign currency translation
The financial statements of the Group are presented in US
dollars, which is the Group's presentation currency.
Receivables, liabilities, and obligations denominated in any
currency other than USD are translated at the exchange rates
prevailing as of the reporting date.
Transactions in any currency other than USD during the financial
year are recognized in the financial statements at the average
annual exchange rate. The exchange differences resulting from the
translation as of the reporting date, taking into account possible
hedging transactions, are recorded in the consolidated statement of
profit or loss and other comprehensive income.
The nominal value of the share capital and other share
components of the subsidiaries are denominated in Singapore dollars
(SGD) and in the pounds of sterling (GBP) and translated into USD
using historical exchange rate; the exchange differences resulting
from this translation are recorded in the Exchange differences on
translating foreign operations in the statement of financial
position.
Cross-rates USD/RUB are taken from the Central bank of the
Russian Federation official site Official exchange rates on
selected date | Bank of Russia (cbr.ru) . Cross-rates GBP/USD,
USD/SGD and average rate GBP/USD are taken from
https://www.exchangerates.org.uk/ and closing rate GBP/USD is taken
from the site Currency Exchange Rates - International Money
Transfer | Xe .com.
GBP/USD 3 1 . 3 0 . 09
12 .202 .202 1
2
-------------- --------- ---------
Closing rate 1. 2101 1.3 468
Average rate 1. 2369 1. 3727
Revenue
The Group's revenue comprises primary income from the provision
of mobile marketing services in 2022 and 2021. Revenue is
recognized when the related services are delivered based on the
specific terms of the contract. The Group uses a number of
different information technology ("IT") systems to track certain
actions as specified in customer contracts. The calculation of
charges for mobile marketing services is carried out automatically
by the technology platform based on pre-defined key parameters,
including unit price and volume. These IT systems are complex and
process large volumes of data.
Records of mobile marketing services charges are generated in an
aggregated amount for each category and are manually entered into
the accounting system on a monthly basis.
Revenue recognition
Revenue is measured based on specific contract terms and
excludes amounts collected on behalf of any third parties. Revenue
is recognized when control over service is transferred to a
customer.
The following is a description of principal activities from
which the Group generates its revenue.
Revenue from mobile advertising services
Revenue from mobile marketing services primarily includes the
income generated as a result of providing mobile marketing services
by the Group. The Group utilizes a combination of pricing models
and revenue is recognized when the related services are delivered
based on specific contract terms, which are commonly based on:
a) specified actions (i.e., cost per action ("CPA") or other
preferences agreed with advertisers), or
b) agreed rebates to be earned from certain publishers.
Specified actions
Revenue is recognized on a CPA basis once agreed actions
(download, activation, registration, etc.) are performed.
Individually, none of the factors can considered presumptive or
determinative, because the Group is the primary obligor responsible
for (1) identifying and contracting third-party advertisers
considered as customers by the Group; (2) identifying mobile
publishers to provide mobile spaces where mobile publishers are
considered as suppliers; (3) establishing prices under the CPA
model; (4) performing all billing and collection activities,
including retaining credit risk; and (5) bearing sole
responsibility for the fulfillment of advertising services, the
Group acts as the principal of these arrangements and therefore
recognizes the revenue earned and costs incurred related to these
transactions on a gross basis.
Principal versus agent considerations - revenue from provision
of mobile marketing services
Determining whether the Group is acting as a principal or as an
agent in the provision of mobile marketing services requires
judgements and considerations of all relevant facts and
circumstances. The Group is a principal to a transaction if the
Group obtains control over the services before they are transferred
to customers. If the level of control cannot be determined, if the
Group is primarily obligated in a transaction, has latitude to
establish prices and select publishers, or several but not all of
these factors are present, the Group records revenues on a gross
basis. Otherwise, the Group records the net amount earned as
commissions from services provided.
Segment reporting
In a manner consistent with the way in which information is
reported internally to the Management (chief operating decision
maker) for the purpose of resource allocation and performance
assessment, the Group has one reportable segment, which is Mobile
marketing business.
Mobile marketing business: this segment delivers mobile
advertising services to customers globally through a
Software-as-a-Service ("SaaS") programmatic advertising platform,
top media and affiliate ad-serving platform.
No segment assets and liabilities information are provided as no
such information is regularly provided to the Management for the
purpose of decision-making, resources allocation, and performance
assessment.
Revenue may be disaggregated by timing of revenue
recognition:
- Point in time, and
- Over time.
Notes #1 specifies information about the geographical location
of the Group's revenue from external customers. The geographical
location of customers is based on the location of the customers'
headquarters.
Cost of sales (operating expenses)
Cost of sales represents the direct expenses that are
attributable to the services delivered. They consist primarily of
payments to platforms and publishers under the terms of the revenue
agreements. The cost of sales can include commissions where
applicable.
Financial instruments
The Group classifies financial instruments, or their component
parts, on initial recognition as a financial asset, a financial
liability, or an equity instrument in accordance with the terms of
the contractual arrangement. Financial instruments are recognised
on trade date when the Group becomes a party to the contractual
provisions of the instrument. Financial instruments are recognised
initially at fair value plus, in the case of a financial instrument
not at fair value through profit and loss, transaction costs that
are directly attributable to the acquisition or issue of the
financial instrument. Financial instruments are derecognised on the
trade date when the Group is no longer a party to the contractual
provisions of the instrument.
Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at
transaction price less attributable transaction costs. Trade and
other payables are recognised initially at transaction price plus
attributable transaction costs. Subsequent to initial recognition
they are measured at amortised cost using the effective interest
method, less any expected credit losses in the case of trade
receivables. If the arrangement constitutes a financing
transaction, for example if payment is deferred beyond normal
business terms, then it is measured at the present value of future
payments discounted at a market rate of interest for a similar debt
instrument.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at the
present value of future payments discounted at a market rate of
interest. Subsequent to initial recognition, interest-bearing
borrowings are stated at amortised costs using the effective
interest method, less any impairment losses.
Other financial commitments
Financial commitments that are not held for trading purpose are
carried at amortised cost using the effective interest rate
method.
Goodwill and Other Purchased Intangibles
Goodwill, representing the excess of purchase price and
acquisition costs over the fair value of net assets of businesses
acquired, and other purchased intangibles.
The Group annually reviews the recoverability of all long-term
assets, whenever events or changes in circumstances indicate that
the carrying amount of an asset might not be recoverable. The Group
determines whether there has been an impairment by comparing the
anticipated discounted future net cash flows to the related asset's
carrying value. If an asset is considered impaired, the asset is
written down to fair value which is either determined based on
discounted cash flows or appraised values, depending on the nature
of the asset.
Other purchased intangibles assessment
The Group annually reviews the recoverability of all long-term
assets, whenever events or changes in circumstances indicate that
the carrying amount of an asset might not be recoverable. The Group
determines whether there has been an impairment by comparing the
anticipated undiscounted future net cash flows to the related
asset's carrying value. If an asset is considered impaired, the
asset is written down to fair value which is either determined
based on discounted cash flows or appraised values, depending on
the nature of the asset.
Intangible fixed assets
Concessions, Intellectual Property and Licenses are stated at
cost less accumulated amortisation.
Amortisation is recognized in the income statements on a
straight-line over the estimated useful life as follows:
-- Trademarks - 10 years.
-- Licenses - validity period.
-- Programs - 5 years.
Tangible fixed assets
Tangible fixed assets are stated at their historical cost less
accumulated depreciation. Depreciation is recognized in the income
statement in a straight-line basis over the estimated useful lives
of each item of tangible fixed assets. The minimum cost to
recognize an objects as a fixed asset is 3,000 USD. The annual
depreciation rates applied are:
-- Technical and office equipment, computers - 3 years.
Leases
All leases are accounted for by recognising a right-of-use asset
and a lease liability except for:
-- Leases of low value assets; and
-- Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of
contractual payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate inherent in
the lease unless (as is typically the case) this is not readily
determinable, in which case the Group's incremental borrowing rate
placed at the official site of the Bank of England.
Variable lease payments are only included in the measurement of
the lease liability if they depend on an index or on market rate.
In such cases, the initial measurement of the lease liability
assumes the variable element will remain unchanged throughout the
lease term. Other variable lease payments are expensed in the
period to which they relate.
Right-of-use assets are initially measured at the amount of
lease liability, reduced for any lease incentives received, and
increased for:
-- Lease payments made at or before commencement of the lease.
-- Initial direct costs incurred; and
-- The amount of any provision recognised where the Group is
contractually required to dismantle, remove, or restore the leased
asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as
a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use
assets are amortised on a straight-line basis over the remaining
term of the lease or over the remaining economic life of the asset
if, rarely, this is judged to be shorter than the lease term. When
the Group revises its estimate of the term of any lease (because,
for example, it re-assesses the probability of a lessee extension
or termination option being exercised), it adjusts the carrying
amount of the lease liability to reflect the payments to be made
over the revised term, which are discounted at the same discount
rate that applied on lease commencement. The carrying value of
lease liabilities is similarly revised when the variable element of
future lease payments dependent on a rate or index is revised. In
both cases an equivalent adjustment is made to the carrying value
of the right-of-use asset, with the revised carrying amount being
amortised over the remaining (revised) lease term.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and
lease liabilities for short-term leases that have a lease term of
12 months or less and low-value assets, including IT equipment. The
Group would recognise the lease payments associated with these
leases as an expense on a straight-line basis over the lease
term.
Receivables
Upon initial recognition the receivables are included at fair
value and then valued at amortised cost. The fair value and
amortised cost equal the face value. Any provision for doubtful
accounts deemed necessary is deducted. These provisions are
determined by individual assessment of the receivables. All
receivables are due within one year.
Cash
Cash and cash equivalents comprise cash balances and call
deposits. Bank overdrafts that are repayable on demand and form an
integral part of the Group's cash management are included as a
component of cash and cash equivalents for the purpose only on the
cash flow statement.
The cash flow statement from operating activities is reported
using the indirect method.
Provisions
These are recognised when the Group has a present legal or
constructive obligation as a result of past events, when it is
probable that an outflow of resources will be required to settle
the obligation, and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditure
expected to be required to settle the obligation, using a pre-tax
rate that reflects current market assessments of the time value of
money and the risks specific to the obligation. The increase in the
provision due to the passage of time is recognised as a finance
cost.
Deferred taxes
A deferred tax liability / asset is recognized for any
differences in commercial and fiscal valuation of the Group's
assets and liabilities.
Taxation
Current tax is the tax currently payable based on the taxable
profit for the year.
The Group recognises current tax assets and liabilities of
entities in different jurisdictions separately as there is no legal
right of offset. Deferred tax is provided in full on temporary
differences between the carrying amounts of assets and liabilities
and their tax bases, except when, at the initial recognition of the
asset or liability, there is no effect on accounting or taxable
profit or loss under a business combination. Deferred tax is
determined using tax rates and laws that have been substantially
enacted by the statement of financial position date, and that are
expected to apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax
credits to the Group, are recognised as deferred tax assets, to the
extent that it is probable that there will be future taxable
profits against which the temporary differences can be utilised.
Changes in deferred tax assets or liabilities are recognised as a
component of the tax expense in the statement of comprehensive
income, except where they relate to items that are charged or
credited directly to equity, in which case the related deferred tax
is also charged or credited directly to equity.
Inventories
Inventories are stated at the lower of cost and net realizable
value. Net realizable value is the estimated selling price in the
ordinary course of business, less applicable variable selling
expenses. Cost of inventory is determined on the weighted average
cost basis.
Financial income and expenses
Financing income includes forex exchange and financial expenses
include bank fee.
Possible impact of amendments, new standards and interpretations
issued but not yet effective for the accounting period beginning on
31 December 2022
Up to date of issue of the financial statements, the IASB has
issued a number of amendments and new standards, IFRS 17, Insurance
contracts, which are not yet effective for the year ended 31
December 2022 and which have not been adopted in these financial
statements.
These developments include the following which may be relevant
to the Company (effective for accounting periods beginning on or
after 1 January 2022):
- Amendments to IFRS 3, Reference to the Conceptual
Framework
- Amendments to IFRS 4, Insurance costs
- Amendments to IFRS 16, Leases
- Amendments to IAS 1, Presentation of Financial Statements
- Amendments to IAS 8, Accounting Policies, Changes in
Accounting Estimates and Errors
- Amendments to IAS 12, Income taxes
- Amendments to IAS 16, Property, Plant and Equipment: Proceeds
before Intended Use
- Amendments to IAS 37, Onerous Contracts - Cost of Fulfilling a
Contract
- Annual Improvements to IFRSs 2018-2020 Cycle 1.
The Company is in the process of making an assessment of what
the impact of these amendments, new standards and interpretations
is expected to be in the period of initial application. So far it
has concluded that the adoption of them is unlikely to have a
significant impact on the financial statements.
ACCOUNTS BREAKDOWN AND NOTES
1. Revenue
Revenue arises from:
Country 31 December 30 September
2022 2021
--------------------- ------------ -------------
UK 9,817,001 167,520
Russian Federation* 3,711,116 6,539,087
Singapore 297,932 258,755
USA 3,308 -
------------ -------------
Total 13,829,357 6,965,362
------------ -------------
Revenue is segmented by the country where it was received.
(*) Reflected the revenue received in the Russian Federation for
the period from January 1 to August 2, 2022 (date of disposal of
Mobile Marketing LLC).
2. Operating expenses
Country 31 December 30 September
2022 2021
--------------------- ------------ -------------
UK 9,336,308 1 , 545,175
Russian Federation* 2,424,584 4,695,363
Singapore 815,484 11,835
USA 8,860 -
--------------------- ------------ -------------
Total 12,585,236 6,252,373
------------ -------------
Expenses 31 December 30 September
2022 2021
----------------------------------- ------------ -------------
Platforms and publishers'
fees 10,976,611 5, 615,118
( 230,797
Premium receivable from platforms (82,439) )
Contractor fees 1,327,870 366,483
Salary 306,220 398,864
Insurance contributions 50,806 66,282
Other 6,168 36,423
------------------------------------ ------------ -------------
Total 12,585,236 6,252,373
------------ -------------
Operating expenses include the cost of the services of third
parties for the placement of advertising and information materials
of the Group's clients and the salaries expenses and social
contributions of employees.
(*) Reflected the amount of operating expenses incurred in the
Russian Federation for the period from January 1 to August 2, 2022
(date of disposal of Mobile Marketing LLC).
3. Operating segments
The operating segments identifies based on internal reporting
for decision-making. The Group is operated as one business with key
decisions irrespective of the geography where work for clients is
carried out. The Management (chief operating decision maker)
considers that the Group has one operating segment. Therefore, no
additional disclosure has been represented.
Geographical disclosures are presented in the notes 1,2.
4. Administrative expenses
31 December 30 September
2022 2021
------------ -------------
Salary 184,052 195,551
Insurance contributions 30,619 20,558
Directors' remuneration 236,637 139,851
IT services and license fees 94,283 45,016
Audit and accounting fees 68,064 76,542
Business travel expenses 12,690 8,478
Material costs 5,879 10,084
Recruitment costs 3,602 66,995
Staff education and training 2,497 45,928
Other administrative expenses 32,271 46,898
------------ -------------
Total 670,594 655,901
------------ -------------
Staff details (administrative and operating)
Number of staff 31 December 30 September
2022 2021
-------------- ---------------
UK 2 2
including Director 2 2
Russian Federation - 34
including Director - 1
Singapore - -
USA 4 -
including Director 1 -
-------------- ---------------
Total 6 36
-------------- ---------------
Staff cost (operating and 31 December 30 September
administrative) 2022 2021
-------------- ---------------
Salary 490,272 195,551
Directors' Remuneration 236,637 139,851
Insurance contributions 81,425 20,558
-------------- ---------------
Total 808,334 355,960
-------------- ---------------
Current year audit fees USD 44,804 (equivalent of GBP40k),
comparative USD 32,323 (equivalent of GBP24k).
Prior to their appointment as auditors for the year ended 31
December 2021 the auditors provided non-audit services as Reporting
Accountants. USD 121,212 (equivalent of GBP90k) was charged in year
ended 31 December 2022 following the completion of the RTO on
September 2022.
5. Reverse acquisition (RTO)
31 December
2022
Acquisition of Vox Capital Ltd (note 29) 1,856,898
Consulting fees 866,750
------------
Total 2,723,648
------------
6. Finance income and financial expenses
31 December 30 September
2022 2021
------------ -------------
Finance income
FX differences - 41 ,808
Total - 4 1 ,808
------------ -------------
Finance expenses
FX differences 60,552 684
Bank fee 12,842 18,308
------------ -------------
Total 73,394 18,992
------------ -------------
7. Non-operating income and expenses
31 December 30 September
2022 2021
------------ -------------
Non-operating income
Accounts payable writing-off - 60,503
Provision for bad debts 67,767 -
Other non-operating income 3,222 3,921
Total 70,989 64,424
------------ -------------
Non-operating expenses
Goodwill impairment - 1,948,096
Provision for bad debts 6,702 30,208
Other non-operating expenses 1,685 3,990
------------ -------------
Total 8,387 1,982,294
------------ -------------
8. Interest income and expenses
31 December 30 September
2022 2021
------------ -------------
Interest income
Interest on the bank account 139 4,818
Influence LLC, loan agreement 4 dd
19.08.2020 133 210
Interest income total 272 5,0 28
------------ -------------
Interest expenses 31 December 30 September
2022 2021
------------ -------------
TDFD loan interest 303,711 211,410
Loan Note Interest Expense 172,440 -
AdTech loan 7,179 -
Mobile Marketing LLC 2,104 -
Rent interest 5,032 8,853
------------ -------------
Total 490,466 220,263
------------ -------------
9. Taxation
31 December 30 September
2022 2021
------------ ------------
Profit tax
UK corporation tax (19%)* 12 , 584 (13,998)
Russian corporation tax (20%) (10 , 253) ( 22,490 )
Singapore corporation tax (17%) (17 , 823) -
USA corporation tax (21%) - -
------------ ------------
( 15 , 492
Total current tax ) ( 36,488 )
Deferred tax UK 33 ,520 10,787
Deferred tax Russia 9,866 19 , 104
Deferred tax Singapore 866 -
Deferred tax USA 2 1 , 090 -
------------ ------------
Deferred tax in Profit and Loss report 65,312 29 , 891
Taxation on profit on ordinary activities 49,820 (6 , 597)
============ ============
Deferred tax in Statement of financial
position - opening balance 4 2,1 74 12 , 761
Deferred tax in Statement of Profit
and Loss during reporting period 65,312 29,891
Translation difference (16,148) (478)
Deferred tax in Statement of financial
position - disposed companies (33,176) -
------------ ------------
Deferred tax in Statement of financial
position for the period 5 8 , 162 4 2,1 74
------------ ------------
(*) Local reporting period for the Mobio Global UK is a
financial year since June 1 until May 31 and the final amount of
the profit tax payable will be calculated till the reporting date.
According to the results of the local financial year for 2021, the
Company received a loss, thus the amount of tax accrued in the
reporting last year is reversed in the current year.
Reconciliation of tax expense 2022
Mobio Mobile Mobio Mobio Consolidation Total
Global Marketing Singapore USA adjustments
---------- ----------- ----------- ---------- -------------- ------------
Profit on ordinary
activities before
taxation (176,422) (5,782) 92,125 (100,285) (2,461,213) (2,651,577)
---------- ----------- ----------- ---------- -------------- ------------
Tax rate 19% 20% 17% 21% - -
---------- ----------- ----------- ---------- -------------- ------------
Profit on ordinary
activities multiplies
by standard
rate (33,520) (1,157) 15,661 (21,060) - (83,942)
---------- ----------- ----------- ---------- -------------- ------------
Effects of:
(a) Taxes not
recognized - - (1 296) - - (1,296)
(b) Tax effect
of permanent
difference /
temporary - (1,544) - - - (1,544)
(c) Actual taxes
in reporting
package (14,308) (9,077) (866) (21,060) - (45,311)
(d) Profit tax
to be paid - 10,253 17,823 - - 28,076
(e) Translation
difference (19,212) (789) - - - (20,001)
---------- -------------- ------------
Total (33,520) (1,157) 15,661 (21,060) - (40,076)
---------- ----------- ----------- ---------- -------------- ------------
Taxes in reporting
package (c+d+e) (33,520) 387 16,957 (21,060) - (37,236)
---------- ----------- ----------- ---------- -------------- ------------
Profit tax 2021
cancelling (12,584) - - - - (12,584)
---------- ----------- ----------- ---------- -------------- ------------
Total taxes
in reporting
package (46,104) 387 16,957 (21,060) - (49,820)
---------- ----------- ----------- ---------- -------------- ------------
Reconciliation of tax expense 2021
Mobio Mobile Mobio Total
Global Marketing Singapore
--------- ----------- ----------- ---------
Profit on ordinary activities before
taxation 16,899 (26,211) 130 (9,182)
--------- ----------- ----------- ---------
Tax rate 19% 20% 17%
--------- ----------- ----------- ---------
Profit on ordinary activities multiplies
by standard rate
--------- ----------- ----------- ---------
Effects of:
(a) Taxes not recognized - - 22 22
(b) Tax effect of permanent difference
/ temporary - (8,628) - (8,628)
( 10,605
(c) Actual taxes in reporting package ) (18, 941) - (29,546)
(d) Profit tax to be paid 13,998 22,490 - 36,488
(e) Translation difference (182) (163) - (345)
---------
( 22
Total 3,211 (5,242) ) (2,009)
--------- ----------- ----------- ---------
6 ,
Taxes in reporting package (c+d+e) 3,211 3,386 - 597
--------- ----------- ----------- ---------
Due to operational losses there were no profit tax implications
related to Vox Capital Ltd, Vox Valor Capital Ltd and Vertu Capital
Holding Ltd.
Net deferred tax assets recognized as of 31 December 2022 , was
not impaired.
9.1. Deferred taxes
As of 1 Movements during reporting As of 31
January 202 period December
2 202 2
------------- ------------------------------------------ ----------
Deferred Charge Translation Deferred Deferred
tax BS to difference tax writing-off tax BS
profit (investment
or loss disposal)
------------- --------- ------------ ----------------- ----------
Right-of-use
assets 2,139 (949) 62 (312) 940
Property , plant
and equipment (4,500) 2,110 (546) 2,936 -
Intangible assets - (2,356) 44 974 (1,338)
Trade receivables
(payables) 31,040 (25,831) 4,421 (36,627) (26,997)
Borrowings 147 (27) 27 (147) -
Provisions 13,348 (13,553) 205 - -
Losses of previous
years - 87,026 (1,469) - 85,557
Translation difference
effect - 18,892 (18,892) - -
------------- --------- ------------ ----------------- ----------
Total 42,174 65,312 (16,148) (33,176) 58,162
------------- --------- ------------ ----------------- ----------
As of 1 Movements during As of 31
January 2021 reporting period December
2021
-------------- ------------------------- ----------
Deferred Charge Translation Deferred
tax BS to profit difference tax BS
or loss
-------------- ----------- ------------ ----------
Right-of-use assets 3,863 (1,717) (7) 2,139
Property , plant and
equipment (6,508) 1,988 20 (4,500)
Trade receivables (payables) (8,554) 40,104 (5 10 ) 31,040
Borrowings (2,650) 2,817 (20) 147
Provisions 7,400 6,042 (94) 13,348
Losses of previous years 19,210 (19,343) 133 -
-------------- ----------- ------------ ----------
Total 12,761 29,891 (478) 42,174
-------------- ----------- ------------ ----------
10. Transactions with owners (business restructuring)
Investment in Mobile Marketing LLC disposal
Given the current geopolitical context and uncertainty
surrounding the sanction regime, on 22 July 2022 the Group disposed
of Mobile Marketing LLC to Sergey Konovalov ( international group
member, the ultimate beneficiary) , which became effective with the
Russian registry on 2 August 2022. The consideration due from
Sergey Konovalov to Mobio Global LTD as a result of the transfer
was 303,660 USD. Mobio Global LTD applied the transfer
consideration to repay part of the amounts owed (being at least
303,660 USD) by Mobio Global LTD to Vox Capital Ltd in respect
intra-Group balances.
In connection with the deal on selling shares of Mobile
Marketing LLC on August 2, 2022, the relevant amount of Contingent
shares consideration was written-off the balance.
The sale of a subsidiary to an ultimate beneficiary is accounted
for as an equity transaction with owners. The effect of
restructuring of the business is as follows:
2022
------------
Income from investment in Mobile Marketing LLC (Russia)
sale 303,660
( 1 , 923
Goodwill writing-off ,299)
Mobile Marketing LLC (Russia) net assets (702,268)
Contingent shares consideration Mobio Russia writing-off 1,195,583
Total effect on business restructuring (1,126,323)
------------
Investment in Storiesgain Pte Ltd disposal
Storiesgain Pte Ltd is incorporated in Singapore. Its registered
office is 68 Circular Road, #02-01, Singapore, 049422. The
principal activity of Storiesgain Pte Ltd is advertising activities
with other information technology and computer service activities
as the secondary activity. As of 30 September 2021 the number of
shares held in Storiesgain Pte Ltd was 20 and represented a 18.00%
holding. The shares in Storiesgain Pte Ltd was directly held by
Initium HK Limited. In accordance with Shares sale and purchase
agreement dated June 25, 2022 the shares in Storiesgain Pte Ltd
were sold to an independent buyer. The amount of remuneration due
to the Group is 122,400.
The sale of a subsidiary to an ultimate beneficiary is accounted
for as an equity transaction with owners. The effect of
restructuring of the business is as follows:
The sale of a subsidiary to an ultimate beneficiary is accounted
for as an equity transaction with owners. The effect of
restructuring of the business is as follows:
2022
----------
Income from investment in Storiesgain sale 122,400
Cost of investment (505,960)
Effect on business restructuring (383,560)
----------
Total effect on business restructuring is a loss in amount of
USD 1,509,883.
11. Earnings per share
Basic (losses)/earnings per share is calculated by dividing the
profit/(loss) attributable to equity shareholders by the weighted
average number of shares outstanding during the year.
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. As at 31
December 2022 the Group has outstanding Warrants issued to the NED
Directors (Non-executive directors) and Stonedale Management and
Investments Limited Ltd (Stonedale), which when exercised will
convert into Ordinary Shares. Total number of Warrants in issue is
45,833,333.
Stonedale Warrant Instrument
The Group and Stonedale entered into a warrant deed dated 30
September 2022, pursuant to which the Company had granted to
Stonedale the Fee Warrants. The Fee Warrants represent 0.87 per
cent of the Enlarged Ordinary Share Capital. The Fee Warrants are
capable of being exercised for a price of GBP0.012 and for a term
of three years from the date of Admission.
NED Warrant Instrument
The Group and the NED Directors entered into a warrant deed
dated 30 September 2022, pursuant to which the Company had granted
to NED Directors the NED Warrants. The NED Warrants represent 1.06
per cent of the Enlarged Ordinary Share Capital. The NED Warrants
are capable of being exercised for a price of GBP0.012 and for a
term of three years from the date of Admission.
31 December 31 December
2022 2021
-------------- ---------------
Loss for the period after tax for
the purposes of basic and diluted
earnings per share (3,145,770) (2,458,108)
Number of ordinary shares 2,368,395,171 2,141,913,820
Weighted average number of ordinary
shares in issue for the purposes
of basic earnings per share 2,195,443,485 2 ,133,633,256
-------------- ---------------
Loss per share ( cent) (0.14) (0.12)
-------------- ---------------
During a period where the Group or Company makes a loss,
accounting standards require that 'dilutive' shares for the Group
be excluded in the earnings per share calculation, because they
will reduce the reported loss per share; consequently, all
per-share measures in the current period are based on the weighted
number of ordinary shares in issue.
12. Goodwill
Information on goodwill occurred as a result of subsidiaries
acquisition is presented in the table below:
31 December 30 September
2022 2021
------------- -------------
Goodwill as of year beginning 1,923 ,299 -
------------- -------------
Additions to Mobile Marketing LLC
(Russia) - 1,923 ,299
Additions to Mobio (Singapore) PTE
LTD - 1,948,096
Translation differences - -
Impairment (1,948,096)
Sale (1,923,299) -
------------- -------------
Goodwill of period end - 1,923 ,299
-------------- -------------
Goodwill impairment test
On 22 July 2022 the Group disposed of Mobile Marketing LLC to
Sergey Konovalov ( international group member, the ultimate
beneficiary) . The amount of goodwill relating to Mobile Marketing
LLC was written-off and reflected as an equity transaction with
owners (Note 10.1).
As at 30 September 2021 the carrying values of the Group's
goodwill was amounted to 1,923,299 USD relating to the acquisition
of businesses of Mobile Marketing LLC (Russia) and Mobio Singapore
(Singapore). The goodwill recognized from the acquisition of
businesses have been allocated to the only the cash-generating unit
(CGU) of the business.
The Management performs impairment assessments of goodwill
annually, using the value in use method by preparing discounted
cash flow forecasts derived from the most recent financial forecast
approved by the Management. The preparation of discounted cash flow
forecasts involves the exercise of significant judgement,
particularly in estimating the revenue growth rates and the
discount rates applied.
The recoverable amount of CGU is determined based on
value-in-use calculations. These calculations use cash flow
projection based on financial forecast approved by management
covering an eight-year period. The key assumptions used in the
estimation of the recoverable amount are pre-tax discount rate and
budgeted revenue growth rate (average of financial forecasts
period) set out below. The expected revenue growth rate is
following the business plan approved by the Group. Pre-tax discount
rate represents the current market assessment of the risks specific
to the CGU, regarding the time value of money and individual risks
of the underlying assets which have not been incorporated in the
cash flow estimates.
In percent Pre-tax discount rate 12.41% (industry average
33.6%). Budgeted revenue growth rate (average of financial
forecasts period) is 22% (industry average is 10.6%). The estimated
recoverable amount of the CGU (Mobio (Singapore) PTE LTD) is less
than its carrying amount resulting in attributable goodwill
impairment of 1,948,096 USD.
13. Tangible fixed assets
31 December 2022 30 September 2021
---------------------- ----------------------
Computers, Total Computers, Total
Cost phones phones
----------- --------- ----------- ---------
As of beginning of the
period 93,346 93,346 - -
Additions from the subsidiaries - - 77,150 77,150
Additions 7,110 7,110 16,773 16,773
Disposals (14,443) (14,443) - -
Disposals - subsidiaries
sale (83,986) (83,986) - -
Translation difference 1,364 1,364 (577) (577)
As of period end 3,391 3,391 93,346 93,346
----------- --------- ----------- ---------
Depreciation
As of beginning of the ( 71,778 ( 71,778
period ) ) - -
( 53,028 ( 53,028
Additions from the subsidiaries - - ) )
( 19,213 ( 19,213
Depreciation charge (9,497) (9,497) ) )
Disposals 14,443 14,443 - -
Disposals - subsidiaries
sale 67,938 67,938 - -
Translation difference (1,106) (1,106) 463 463
( 71,778 ( 71,778
As of period end - - ) )
----------- --------- ----------- ---------
Net book value
----------- --------- ----------- ---------
As of beginning of the
period 21,568 21,568 - -
----------- --------- ----------- ---------
As of period end 3,391 3,391 21,568 21,568
----------- --------- ----------- ---------
Tangible fixed assets are amortized over 3 years. Depreciation
expenses are included in profit and loss under the
<<Depreciation of tangible / intangible assets>>.
14. Intangible assets
Intangible assets movement as of 31 December 2022:
Cost Trademark Programs Licenses Total
---------- --------- --------- ---------
As of 30 September 2021 316 29,382 5,452 35,150
---------- --------- --------- ---------
Additions - - 17,472 17,472
Disposals - - (5,275) (5,275)
Disposals - subsidiaries
sale (321) (29,835) (2,456) (32,612)
Translation difference 5 453 (249) 209
As of 31 December 2022 - - 14,944 14,944
---------- --------- --------- ---------
Depreciation
---------- --------- --------- ---------
As of 30 September 2021 (100) (24,487) (3,387) (27,974)
---------- --------- --------- ---------
Depreciation charge (19) (2,948) (11,200) (14,167)
Disposals - - 5,275 5,275
Disposals - subsidiaries
sale 120 27,812 1,282 29,214
Translation difference (1) (377) 124 (254)
---------- --------- --------- ---------
As of 31 December 2022 - - (7,906) (7,906)
---------- --------- --------- ---------
Net book value
As of 30 September 2021 216 4,895 2,065 7,176
---------- --------- --------- ---------
As of 31 December 2022 - - 7,038 7,038
---------- --------- --------- ---------
Intangible assets movement as of 30 September 2022:
Cost Trademark Programs Licenses Total
---------- ---------- --------- ----------
As of 30 September 2020 - - - -
---------- ---------- --------- ----------
Additions 295 27,394 9,498 37, 187
Disposals - - (4,068) (4,068)
Translation difference 2 1 1 ,988 22 2 ,031
3 5, 1
As of 30 September 2021 316 29,382 5,452 50
---------- ---------- --------- ----------
Amortisation
---------- ---------- --------- ----------
As of 30 September 2020 - - - -
---------- ---------- --------- ----------
(7 ,0 ( 29,022
Amortisation charge ( 89 ) ( 21,850) 8 3 ) )
Disposals (8) (1,523) 3,702 2,171
Translation difference (3) ( 1 ,114) (6) ( 1 ,123)
(2 7,97
As of 30 September 2021 (100) (24,487) (3,387) 4)
---------- ---------- --------- ----------
Net book value
---------- ---------- --------- ----------
As of 30 September 2020 - - - -
---------- ---------- --------- ----------
As of 30 September 2021 216 4,895 2,065 7,176
---------- ---------- --------- ----------
Amortization is recognized in the income statements using the
straight-line method over the estimated useful life :
-- Trademarks - 10 years.
-- Licenses - validity period.
-- Programs - 5 years.
15. Right-of-use assets
Right-of-use assets movement as of 31 December 2022:
Cost Leased property Leased server Total
---------------- -------------- ----------
As of 30 September 2021 92,170 93,261 185,431
---------------- -------------- ----------
Additions - 77,850 77,850
Disposals (23,561) (94,698) (118,259)
Disposals - subsidiaries sale (70,029) - (70,029)
Translation difference 1,420 1,038 2,458
As of 31 December 2022 - 77,451 77,451
---------------- -------------- ----------
Depreciation
---------------- -------------- ----------
As of 30 September 2021 (23,042) (43,522) (66,564)
---------------- -------------- ----------
Depreciation charge (18,854) (19,436) (38,290)
Disposals 23,561 52,084 75,645
Disposals - subsidiaries sale 18,854 - 18,854
Translation difference (519) (421) (940)
As of 31 December 2022 - (11,295) (11,295)
---------------- -------------- ----------
Net book value
---------------- -------------- ----------
As of 30 September 2021 69,128 49,739 118,867
---------------- -------------- ----------
As of 31 December 2022 - 66,156 66,156
---------------- -------------- ----------
Right-of-use assets movement as of 30 September 2021:
Cost Leased property Leased server Total
---------------- -------------- -----------
As of 30 September 202 0 - - -
Additions 1 6 0,938 86,950 2 4 7 ,888
Disposals (73 , 534) - (73,534)
Translation difference 4,7 66 6 ,311 1 1,077
As of 30 September 2021 92 , 170 93 , 261 1 85 ,431
---------------- -------------- -----------
Depreciation
As of 30 September 202 0 - - -
(3 7,076 ( 37,653 ( 74,729
Depreciation charge ) ) )
Disposals 14,503 (4,546) 9,957
Translation difference (469) (1,323) (1,792)
( 6 6 ,564
As of 30 September 2021 (23 , 042) (43 , 522) )
---------------- -------------- -----------
Net book value
---------------- -------------- -----------
As of 30 September 2020 - - -
---------------- -------------- -----------
As of 30 September 2021 69 , 128 49 , 739 118 , 867
---------------- -------------- -----------
Lease liabilities in respect of right-of-use assets:
Leased property Leased server Total
---------------- -------------- --------
As of 3 1 December 202 2 - 71,103 71,103
including:
long-term - 53,722 53,722
short-term - 17,381 17,381
As of 30 September 202 1 64,267 59,696 123,963
including:
long-term 40,243 37,415 77,658
short-term 24,024 22,281 46,305
Interest expense recognized: Leased property Leased server Total
---------------- -------------- --------
As of 31 December 202 2 2,999 2,033 5,032
As of 30 September 202 1 5,562 3,291 8,853
The discount rate 2022 used in determining the present value of
the lease liability was determined based on the borrowing rates
placed at Bank of England official site (
https://www.bankofengland.co.uk/statistics/effective-interest-rates
) and consisted as follows:
- Server lease right: 3.11% .
The discount rate 2021 used in determining the present value of
the lease liability was determined based on the borrowing rates
placed at the Bank of Russia official site and consisted of:
- for the leased server: 4.65%
- for the leased property (rental agreement 2021): 7.67%
16. Investments in subsidiaries
Subsidiary undertakings Country of incorporation
31 December 30 September
2022 2021
------------ -------------
Vertu Capital Holding
Ltd. United Kingdom 100% 100%
Vox Capital Ltd United Kingdom 100% -
Mobio Global Ltd United Kingdom 100% -
Vox Valor Capital Singapore 100% -
Pte Ltd
Initium HK Ltd Hong Kong 100% -
Vox Valor Capital Pte. Limited and Initium HK Limited are
companies holding investments in stock.
Mobio Global Limited was created as an acquisition purposes
vehicle. During the period ended 30 September 2021, Mobio Global
has acquired two subsidiaries, Mobile Marketing LLC and Mobio
(Singapore) PTE LTD. Remuneration was paid partly in cash in the
amount of 890,881 USD and partly by assuming liability from the
shareholder (in the amount of 2,529,250 USD) and assuming
contingent shares consideration (liability) in amount of 1,320,735
USD. Accordance with Sale-Purchase agreement dated July 22, 2022
the 100% shares in Mobile Marketing LLC was sold. The shares
transferred to the buyer from the moment the corresponding entry
was made in the Unified State Register of Legal Entities, on August
2, 2022.
On April 27, 2022, the Company purchased the shares in Mobio
Global Inc. (USA), the total purchase price is 30,000 USD.
Subsidiary undertakings Country of incorporation
31 December 30 September
2022 2021
------------ -------------
Mobile Marketing
LLC Russian Federation - 100%
Mobio (Singapore)
PTE LTD Singapore 100% 100%
Mobio Global Inc. USA 100% 100%
The registered office of Mobile Marketing LLC is off. XLVII,
floor 7, build.1, Novodmitrovskaya str., 2, Moscow, 127015, Russian
Federation.
The registered office of Mobio (Singapore) PTE LTD is 1 George
Street #10-01, One George Street, Singapore 049145.
The registered office of Mobio Global Inc. is 850 New Burton
Road, Suite 201, Dover, DE 19904. USA
Investments at fair value
Investments at fair value 31 December 30 September
2022 2021
---------------------------- ------------ -------------
11 , 647 ,
Airnow PLC shares 10,156,281 947
Storiesgain Pte Ltd shares - 122 , 400
11 , 770
Total 10,156,281 , 347
------------ -------------
Airnow PLC is incorporated in the United Kingdom. Its registered
office is Salisbury House, London Wall, London, EC2M 5PS. The
principal activity of Airnow PLC is the development of services to
the mobile app community. The number of shares held in Airnow PLC
is 5,736,847 and represents a 6.37% holding. The shares in Airnow
PLC are directly held by Vox Valor Capital Singapore Pte Limited.
There is no amount still to be paid in respect of these shares. No
amount is owed either to or from Airnow PLC by the Vox Group.
17. Trade and other receivables
31 December 30 September
2022 2021
------------ -------------
Trade receivables 2,924,351 1,752,347
Provision for bad debts (6,702) (66,739)
Prepayments 12,446 58,263
------------ -------------
Total 2,930,095 1,743,871
------------ -------------
All of the trade receivables were non-interest bearing and
receivable under normal commercial terms. The Directors consider
that the carrying value of trade and other receivables approximates
to their fair value. The ageing of trade receivables is detailed
below:
As of 31 December 2022
< 60 days < 90 < 180 > 180 Total
days days days
---------- ------ ------ -------- ----------
Trade receivables 2,917,649 - - 6,702 2,924,351
Provision for bad
debts - - - (6,702) (6,702)
---------- ------ ------ -------- ----------
Total 2,917,649 - - - 2,917,649
---------- ------ ------ -------- ----------
As of 30 September 2021
< 60 days < 90 < 180 > 180 Total
days days days
---------- -------- ------- --------- ----------
1 , 575
Trade receivables , 580 110,028 54,594 12 , 145 1,752,347
Provision for bad ( 54 , ( 12,145
debts - - 594 ) ) (66,739)
---------- -------- ------- --------- ----------
110 ,
Total 1,575,580 028 - - 1,685,608
---------- -------- ------- --------- ----------
18. Cash and cash equivalents
31 December 30 September
2022 2020
------------ -------------
Cash at bank and in hand 911,686 756,159
------------ -------------
Total 911,686 756,159
------------ -------------
19. Other short-term assets
31 December 30 September
2022 2021
------------ -------------
VAT - 124,271
Profit tax overpayment - 3,834
Social tax prepayment - 3,962
Other debtors 3,516 4,109
------------ -------------
Total 3,516 136,176
------------ -------------
20. Trade and other payables
31 December 30 September
2022 2021
------------ -------------
Trade payables 298,546 121,858
Contract liabilities 2,593,207 1,714,339
Other taxes and social security costs 8,068 125,838
Other payables and accruals 5,270 3,012
------------ -------------
Total 2,905,091 1,965,047
------------ -------------
The fair value of trade and other payables approximates to book
value at each year end. Trade payables are non-interest bearing and
are normally settled monthly.
21. Loans and borrowings
Long-term 31 December 30 September
2022 2021
------------ -------------
Triple Dragon Funding Delta Limited
(TDFD) 1,625,000 1,000,000
AdTech Solutions Limited 385,000 -
Mobile Marketing LLC 45,712 -
Total 2,055,712 1,000,000
------------ -------------
Short-term 31 December 30 September
2022 2021
------------ -------------
AdTech Solutions Limited 38,038 22,565
Mobile Marketing LLC 46,570 -
Total 81,608 22,565
------------ -------------
During the year ended 31 December 2022, the Group used a lending
facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD
facility is secured by a floating charge that covers the property
and undertakings of Vox Capital Ltd and Mobio Global Ltd. Interest
is charged on the loan at a rate of 2.25% per calendar month.
On July 27, 2022 the loan agreement between Mobio Global LTD
(borrower) and Mobile Marketing LLC (lender) dated 06.10.2020 was
assigned to Adtech Solutions Limited. Final repayment date is March
1, 2024. Interest is charged on the loan at a rate of 7.5% per
calendar month.
As of 31 December 2022 the debts on loan between Mobile
Marketing LLC and Vox Capital Ltd (loan agreement dated 16 December
2020) is reflected as a loans and borrowings with third parties as
Mobile Marketing LLC is no longer the part of the Group. Interest
is charged on the loan at a rate of 7.5% per calendar month.
22. Convertible notes
31 December 30 September
2022 2021
------------- -------------
Net proceeds of issue - 194,340
Equity component - ( 393 )
Liability component - 193,947
Interest to period end - 5,569
Revaluation at year end - 2,918
-------------- -------------
Convertible notes liability - 202,434
-------------- -------------
Vox Capital Ltd issued the following convertible notes:
- August 13, 2021 EUR 169,500 Slowdive LTD
- October 20, 2021 USD 150,000 private investor
- October 25, 2021 USD 150,000 private investor
- December 02, 2021 EUR 80,000 Mutual Investments SIA
- December 28, 2021 EUR 440,000 Rare Pepe Collection
The convertible loan born interest from 6% till 20% per annum,
payable on repayment, and was converted into Vox Capital Ltd
shares. The convertible loans, save for $75,000, was converted into
shares before acquisition.
23. Other long-term and lease liabilities
Lease liabilities
31 December 30 September
2022 2021
------------ -------------
Non-current liabilities
Lease liabilities 53,722 77,658
Current liabilities
Lease liabilities 17,381 46,305
------------ -------------
Total 71,103 123,963
------------ -------------
As at the year ended 31 December 2022 the Group leases a server
for the purpose of storing files and documents. The Group does not
lease any premises in London, Singapore and USA.
As at the year ended 30 September 2021 the Group leased an
office building in Moscow for use by its staff. It also leased a
server for the purpose of storing files and documents. The Group
did not lease any premises in London and Singapore.
Interest expense recognized: Leased property Leased server Total
---------------- -------------- ------
As of 31 December 202 2 2,999 2,033 5,032
As of 30 September 202 1 5,562 3,291 8,853
The discount rate 2022 used in determining the present value of
the lease liability was determined based on the borrowing rates
placed at Bank of England official site (
https://www.bankofengland.co.uk/statistics/effective-interest-rates
) and consisted as follows:
- Server lease right: 3.11% .
The discount rate 2021 used in determining the present value of
the lease liability was determined based on the borrowing rates
placed at the Bank of Russia official site and consisted of:
- for the leased server: 4.65%
- for the leased property (rental agreement 2021): 7.67%
24. Other short-term liabilities
31 December 30 September
2022 2021
------------ -------------
VAT payable (tax agent) 152,914 168,283
Salary liabilities - 2,569
Provision for vacation - 30,718
Current lease liabilities 17,381 46,305
Other liabilities - 2,964
------------ -------------
Total 170,295 25 0,839
------------ -------------
25. Financial instruments
The Group's financial instruments may be analysed as
follows:
Financial assets 31 December 30 September
2022 2021
------------ -------------
Financial assets measured at amortised
cost :
Cash at bank and in hand 911,686 756 ,1 59
Trade receivables 2,917,649 1,685,608
Other receivables 12,446 58,263
------------ -------------
Total 3,841,781 2,500,030
------------ -------------
Financial liabilities 31 December 30 September
2022 2021
------------ -------------
Financial liabilities measured at
amortised cost :
Trade payables 298,546 121,858
Contract liabilities 2,593,207 1,714,339
Other taxes and social security costs 8,068 125,838
Lease liabilities 71,103 123,963
------------ -------------
Total 2,970,924 2,085,998
------------ -------------
The Group's income, expense, gains and losses in respect of
financial assets measured at fair value through profit or loss
realised fair value gains of nil (2021: nil).
26. Financial risk management
The Group is exposed to a variety of financial risks through its
use of financial instruments which result from its operating
activities. All the Group's financial instruments are classified
trade and other receivables. The Group does not actively engage in
the trading of financial assets for speculative purposes. The most
significant financial risks to which the Group is exposed are
described below:
Credit risk
Generally, the Group's maximum exposure to credit risk is
limited to the carrying amount of the financial assets recognised
at the reporting date, as summarised below:
31 December 30 September
2022 2021
------------ -------------
Trade receivables 2,917,649 1,685,608
Prepayments 12,446 58,263
------------ -------------
Total 2,930,095 1,743,871
------------ -------------
Credit risk is the risk of financial risk to the Group if a
counter party to a financial instrument fails to meet its
contractual obligation. The nature of the Group's debtor balances,
the time taken for payment by clients and the associated credit
risk are dependent on the type of engagement.
The Group's trade and other receivables are actively monitored.
The ageing profit of trade receivables is monitored regularly by
Directors. Any debtors over 30 days are reviewed by Directors every
month and explanations sought for any balances that have not been
recovered.
Unbilled revenue is recognised by the Group only when all
conditions for revenue recognition have been met in line with the
Group's accounting policy.
The Directors are of the opinion that there is no material
credit risk at the Group level.
Liquidity risk
Liquidity risk is the situation where the Group may encounter
difficulty in meeting its obligations associated with its financial
liabilities. The Group seeks to manage financial risks to ensure
sufficient liquidity is available to meet any foreseeable needs and
to invest cash assets safely and profitably.
The tables below break down the Group's financial liabilities
into relevant maturity groups based on their contractual
maturities.
The amounts disclosed in the tables below are the contractual
undiscounted cash flows. Balances due within 12 months equal their
carrying balances, because the impact of discounting is not
significant.
Contractual maturities of financial liabilities as of 31
December 2022
Less than 6-12 Between Between Carrying
6 months months 1 and 2 and amount
2 years 5 years
---------- -------- --------- --------- ----------
Trade and other
payables 2,905,091 - - - 2,905,091
Corporation tax
payable 17,823 - - - 17,823
Lease liabilities 9,426 7,955 20,298 33,424 71,103
---------- -------- --------- --------- ----------
Total 2,932,340 7,955 20,298 33,424 2,994,017
---------- -------- --------- --------- ----------
Contractual maturities of financial liabilities as of 30
September 2021
Less than 6-12 Between Between Carrying
6 months months 1 and 2 and amount
2 years 5 years
----------- -------- --------- --------- ---------
Trade and other 1 , 9 1 , 9
payables 65,047 - - - 65,047
Corporation tax
payable 13,762 - - - 13,762
Lease liabilities 19,979 26,326 55,212 22,446 123,963
----------- -------- --------- --------- ---------
22,44 2 ,1
Total 1,9 98,788 26,326 55,212 6 02 ,772
----------- -------- --------- --------- ---------
Interest rate risk
The Group is not exposed to material interest rate risk as its
liabilities are either non-interest bearing or subject to fixed
interest rates.
Foreign currency risk
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
the Russian Ruble . The Group monitors exchange rate movements
closely and ensures adequate funds are maintained in appropriate
currencies to meet known liabilities.
The Group's exposure to foreign currency risk at the end of the
respective reporting period, expressed in Currency Units, was as
follows:
Cash & cash equivalents RUB GBP EUR
--------- -------- --------
41 , 820
30 September 2021 , 662 1 , 284 105,394
31 December 2022 - 157,104 11,291
--------- -------- --------
The Group is exposed to foreign currency risk on the
relationship between the functional currencies of the Group
companies and the other currencies in which the Group's material
assets and liabilities are denominated. The table below summaries
the effect on profit and loss had the functional currency of the
Group weakened or strengthened against these other currencies, with
all other variables held constant.
202
202 2 202 2 2
------ --------- --------
RUB GBP EUR
------ --------- --------
10% weakening of functional currency - (15,710) (1,129)
------ --------- --------
10% strengthening of functional
currency - 15,710 1,129
------ --------- --------
202
202 1 202 1 1
------------ ------ ---------
RUB GBP EUR
------------ ------ ---------
( 4,182,066
10% weakening of functional currency ) (128) (10,539)
------------ ------ ---------
10% strengthening of functional
currency 4,182,066 128 10,539
------------ ------ ---------
The impact of a change of 10% has been selected as this has been
considered reasonable given the current level of exchange rates and
the volatility observed both on a historical basis and market
expectations for future movements.
Reputational risks
The Management of the Group believes that at present there are
no facts that could have a significant negative impact on the
decrease in the number of its customers due to a negative
perception of the quality of services provided, adherence to the
terms of rendering services, as well as the participation of the
Group in any price agreement. Accordingly, reputational risks are
assessed by the Group as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities
approximates their carrying value.
Country risks
4 February 2022 Russia declared a war operation in Ukraine and
launched full-scale military invasion., multilateral sanctions and
restrictions were imposed on work with certain Russian legal
entities and individuals. These circumstances caused unpredictable
volatility in the stock and currency markets, in energy prices,
general price level, the Bank of Russia's key interest rate and
restrictions on flow of certain groups of goods. It is expected
that these events may affect the business of companies in various
countries and industries.
One of the Directors of the Group is a citizen of the Russian
Federation. He is not subject to the sanctions imposed by the
United Kingdom and other countries. Since 2 August 2022 the Group
does not provide to and receive services from Russian
companies.
The Management analyzes the current situation and possible
solutions. At present, the duration of these events cannot be
predicted and their impact on the future financial position and
performance of the Group cannot be reliably assessed.
Other risks
The industry risk is currently assessed as low, and the volume
of advertising on the Internet is growing. However, it should be
taken into consideration that the industry is affected by changing
legislation on the regulation of the advertising services provision
and compliance with information security of data. Also, the Group
business depends on the availability, performance and reliability
of internet, mobile and other infrastructures (speed, data capacity
and security) that are not under the Group control.
The Group makes every effort to comply with the requirements of
the legislation and to maintenance of a reliability for providing
advertising internet services.
27. Related party disclosures
Parties are generally considered to be related if one party has
the ability to control the other party or can exercise significant
influence in making financial and operational decisions.
The related parties of the Group are:
-- Petrus Cornelis Johannes Van Der Pijl - Director,
international group member (the ultimate beneficiary).
-- Stefans Keiss - international group member (the ultimate beneficiary).
-- S Konovalov - international group member (the ultimate beneficiary).
-- Vox Valor Capital Pte. LTD - international group member.
-- Vox Capital LTD - international group member. The shareholder of the Mobio Global LTD.
-- Vox Valor Capital LTD - international group member.
-- Vox Capital Holding LTD - international group member.
-- Vox Valor Holding LTD - international group member.
The affiliated parties of the Company are:
-- Mobile Marketing LLC - through S. Konovalov.
-- Influence LLC - through S. Konovalov.
-- Adtech solutions limited - through S. Konovalov
-- Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van Der Pijl
-- Triple Dragon Limited - through Petrus Cornelis Johannes Van Der Pijl
-- Triple Dragon Funding Delta Limited - through Petrus Cornelis Johannes Van Der Pijl
26.1. Transactions with related parties
-- Trade and other receivables - related parties (immediate
parent company for the Group) as of December 31, 2022 :
Related
Creditor party Description 2022 2021
-------------- ------------------- --------------------- ------ -------
Vox Capital Mobio Global "Setfords Law" LTD
Ltd LTD costs due from PLC 8,591 9,604
Loan agreement dated
Vox Capital Mobile Marketing 16.12.2020
Ltd LLC Principal amount - 40,000
Loan agreement dated
Vox Capital Mobile Marketing 16.12.2020
Ltd LLC Interest (7.5%) - 3,106
--------------------- ------ -------
Total: 8,591 52,710
-- Trade and other payables - related parties (immediate parent
company for the Group) as of December 31, 2022
Related
Debtor party Description 2022 2021
-------------- --------------- ---------------------- ---------- -------
Vox Capital Mobio Global 3,016
Ltd LTD Intercompany payments 2,448,048 , 947
3,016
Total: 2,448,048 , 947
26.2. Transactions with affiliated parties
-- Trade and other receivables - affiliated parties as of December 31, 2022 :
Affiliated
Debtor party Description 2022 2021
-------------------- ------------------- ------------------ -------- -----
Mobio Global Triple Dragon Service agreement 650,586 -
LTD Services
OÜ
Mobio Global Mobile Marketing Service agreement 185,696 -
LTD LLC
Mobio (Singapore) Triple Dragon Service agreement 44,500 -
Pte LTD Services
OÜ
Total: 880,782 -
-- Trade and other payables - affiliated parties as of December 31, 2022 :
Affiliated
Creditor party Description 2022 2021
-------------------- ------------------- -------------------- -------- -----
Mobio Global Triple Dragon Service agreement 145,623 -
LTD Services
OÜ
Mobio (Singapore) Triple Dragon Service agreement 125,094 -
Pte LTD Services
OÜ
Mobio Global Mobile Marketing Audit fees charging 37,168 -
LTD LLC
Mobio (Singapore) Mobile Marketing Audit fees charging 15,924 -
Pte LTD LL
Total: 323,809 -
-- Other short-term assets and financial assets - affiliated parties as of December 31, 2022 :
Affiliated
Debtor party Description 2022 2021
------------------- ------------------- ------------------------ ------ --------
Mobio Global Mobile Marketing Other short-term assets 3,516 -
LTD LLC
Mobile Marketing Influence Loan agreement ( long
LLC LLC term) - 2 , 684
Mobile Marketing Influence Loan agreement ( short
LLC LLC term) - 208
Total: 3,516 2,892
-- Loans - affiliated parties as of December 31, 2022 :
Affiliated
Creditor party Description 2022 2021
--------------- ------------------- --------------------------- ---------- ----------
Mobio Global Adtech solutions Loan agreement - principal 385,000 -
LTD limited
Mobio Global Adtech solutions Loan agreement - interest 46,570 -
LTD limited
Triple Dragon
Vox Capital Funding
Ltd Delta Limited Loan agreement - principal 1,625,000 1,000,000
Triple Dragon
Vox Capital Funding
Ltd Delta Limited Loan agreement - interest 35,038 22,565
Vox Capital Mobile Marketing Loan agreement - principal 40,000 -
Ltd LLC
Vox Capital Mobile Marketing Loan agreement - interest 5,712 -
Ltd LLC
Total: 2,137,320 1,022,565
-- Income and expenses - affiliated parties as of December 31, 2022 :
Affiliated
Parent company party Description 2022 2021
-------------------- ------------------- ------------------- ------------ -----
Mobio Global Triple Dragon Sales revenue 5,256,060 -
LTD Services
OÜ
Mobio (Singapore) Triple Dragon Sales revenue 44,500 -
Pte LTD Services
OÜ
Mobio Global Triple Dragon Operating expenses (1,806,281) -
LTD Services
OÜ
Mobio (Singapore) Triple Dragon Operating expenses (680,484) -
Pte LTD Limited
Vox Capital Triple Dragon Interest expenses (303,711) -
Ltd Funding
Delta Limited
Mobio Global Adtech solutions Interest expenses (12,748) -
LTD limited
Mobile Marketing Influence
LLC LLC Interest income 133 210
Remuneration paid to key management personnel :
Director's
fees
Holding Subsidiary Total
company companies
--------- ----------- --------
Directors remuneration 2022 177,503 59,134 236,637
Directors remuneration 2021 106,829 33,022 139,851
28. Share capital
31 December 30 September
2022 2021
------------ -------------
Share capital 194,426 187,128
Share premium 13,660,572 12,705,270
------------ -------------
Total 13,854,998 12,892,398
------------ -------------
Capital reduction
Given the current geopolitical context and uncertainty
surrounding the sanction regime, 22 July 2022 the Group disposed of
Mobile Marketing LLC to Sergey Konovalov. The consideration due
from Sergey Konovalov to Mobio Global LTD as a result of the
transfer was USD 303,660. Sergey Konovalov confirmed that he was
willing to cancel 143,778 of his shares in the Vox Capital Ltd to
finance the acquisition of Mobile Marketing LLC and Mobio Global
LTD applied the transfer consideration to repay part of the amounts
owed (being at least USD 303,660) by Mobio Global LTD to Vox
Capital Ltd in respect intra-Group balances. As a result of that
Vox Capital Ltd made the following reduction of capital:
(a) a reduction its share capital from GBP147,989.27 to
GBP146,551.49 by cancelling and extinguishing 143,778 ordinary
shares of GBP0.01 each; and
(b) a reduction of the share premium account from
GBP9,712,093.16 by GBP248,286.72 to GBP9,463,806.44.
29. Reverse acquisition
On 30 September 2022, the Company acquired the entire issued
share capital of Vox Capital Ltd and its subsidiaries, a private
company incorporated in United Kingdom, by way of a share-for-share
exchange. Although the transaction resulted in the Vox Capital Ltd
becoming a wholly owned subsidiary of the Company, the transaction
constitutes a reverse acquisition in as much as the shareholders
Vox Capital Ltd owned, post transaction, a majority of the issued
ordinary shares of the Company.
In substance, the shareholders of the Vox Capital Ltd acquired a
controlling interest in the Company and the transaction has
therefore been accounted for as a reverse acquisition.
Accordingly, this reverse acquisition does not constitute a
business combination and was accounted for in accordance with IFRS
2 Share-based payment and IFRIC guidance, with the difference
between the equity value given up by the Vox Capital Ltd
shareholders and the share of the fair value of net assets gained
by the Vox Capital Ltd shareholders charged to the statement of
comprehensive income as the cost of acquiring an Standard list
quoted listing in the form of a share based payment expense.
In accordance with reverse acquisition accounting principles,
these consolidated financial statements represent a continuation of
the consolidated financial statements of Vox Capital Ltd and
include:
a. the assets and liabilities of Vox Capital Ltd at their
pre-acquisition carrying amounts and the results for both periods;
and
b. the assets and liabilities of the Company as at 30 September
2021 and as at 31 December 2022.
Share-base-payment components of the reverse acquisition
transaction are measured under IFRS 2. Equity-settled transactions
are measured at the fair value of the assets and services acquired,
if this fair value is reliably determinable. Fair value of The
Company assets includes identifiable net assets and possibly
unidentified assets or services, such as costs of listing.
The fair value of net assets of Vertu Capital Ltd at the date of
acquisition was as follows:
GBP USD
1.1150
Cash and cash equivalents 151 , 255 168,649
Other assets 5,386 6,005
Liabilities (94,020) (104,832)
---------- ----------
Net assets 62,621 69,822
In accordance with Prospectus, published on 30 September
2022:
GBP USD
--------------
1.1150
-------------- ----------
(1) Shares in issue at the date of Prospectus 143,999,998
(2) Issue Price 1.2p
Total Consideration Shares to be issued
(3) on Admission 2,203,564,840
(4) The fair value of the consideration given 26,442,750
up
Fair value of the outstanding shares of the Company just before
the transaction (Share based payments):
(5) (4) / (3) = 0.012
(6) (1) * (5) = 1,728,000 1,926,720
Identifiable assets and liabilities (net assets) of The Company
at their fair value at the date of transaction:
(7) Net current assets 62,621 69,822
Reverse acquisition expenses (6) - (7)
= 1,665,379 1,856,898
For calculation of the amounts into presentational currency, the
GBP/USD rate as of 30 September 2022 was taken from
https://www.exchangerates.org.uk/.
30. Exchange differences on translation foreign operations
31 December 30 September
2022 2021
------------ -------------
Translation adjustment of the amount
of investment
to Mobio Group 222,601 (222,601)
------------ -------------
Total - (222,601)
------------ -------------
In accordance with the Share purchase agreement (SPA) dated 14
October 2020, the amount of Investment acquired companies valuated
in USD ($). The amount of Investment taken into account of Mobio
Global LTD in GBP (GBP) using the conversing date GBP/USD on the
date of transaction.
Since the Investment is a non-monetary item, it is reported at
the historical rate of the transaction and is not revalued in local
report of Mobio Global LTD (IAS 21, paragraph 23).
In accordance with paragraph 39 of IAS 21: "Assets and
liabilities for each statement of financial position presented
shall be translated at the closing rate at the date of that
statement of financial position". The translation of the amount of
Investment to presentation currency significantly changes the price
specified in the SPA. The difference between the SPA price and the
amount at the exchange rate at the reporting date is shown as other
components of equity.
Disclosure on December 31, 2022
Notes Date Amount GBP Amount $
Amount of Investment, beginning GBP 3 ,
of the year 30.09.2021 669 , 330 $4,740,866
( GBP 1
741
Investment disposal 453) ($2 250 000)
( GBP 1
927
Investment impairment 878) ($2 490 866)
Total investment 31.12.2022 - -
------------- -------------
Cumulated exchange differences
on translating foreign operations $ 222,60
reversing 1
Disclosure on 30 September 2021
Notes Date Rate Amount GBP Amount $
Amount of Investment on the
date of transaction 14.10.2020 1.29320 GBP 3,781,987 $4,890,866
Early payment discount 31.12.2020 1.33149 ( GBP 112,656) ($150,000)
--------------- -------------
GBP 3 ,
Total investment 669 , 330 $4,740,866
--------------- -------------
Investment recalculation to
the presentation currency
using the closing rate date 1. 3
as of 31.12.2021 527 $ 4,963,467
-------------
Including:
Investment $4,740,866
Exchange differences on translating
foreign operations ( $ 222,601)
31. Capital management
The Group's objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so
that they can continue to provide returns to shareholders and
benefits for other stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce
debt.
32. Environmental, Social and Governance (ESG).
Environment
Carbon footprint reduction.
Vox Valor Capital is committed to cutting its carbon footprint
across the Group, whilst also seeking to become more energy
efficient. The Company has used online video conferencing platforms
throughout the pandemic and, where practicable, will continue to
promote this for the majority of internal meetings to minimize
travel footprint.
Reducing waste.
All staff actively engage in the recycling of all waste
materials wherever possible.
Software development and servicing marketing campaigns for
customers. Business activity of the Group includes mainly working
on computers with relatively small negative effect on the
environment. Management uses new technologies providing economy on
electric resources.
Social
Diversity & Inclusion
Vox Valor Capital is committed to the equal treatment of all
employees and prospective employees regardless of their background,
gender, race, marital status, ethnic origin, disability or sexual
orientation. The Company recognizes how important its people are in
the success of the business. The Group is proud to recruit, develop
and retain the most talented people from all different backgrounds.
Vox Valor Capital understands the importance of diversity across
the business to foster collaboration and a culture which strives to
deliver the Group's strategy.
Career development
The Board believes that good progression opportunities for our
team members are offered within the Group's businesses.
Health and Safety
Vox Valor Capital holds health and safety as a standing focus,
for employees. All health and safety incidents are reported to the
senior management regularly.
Anti-slavery statement
The Group is committed to effective systems and controls being
in place to ensure the Modern Slavery Act 2015 is upheld throughout
the business and that partners and affiliates, throughout the
supply chain, have similarly high standards and respect all local
and international laws and regulations.
Governance
Corporate governance statement
The Board believes in the value and importance of strong
corporate governance, at executive level and throughout the
operation of the business, and in our accountability to all
stakeholders.
Future ESG goals
The Company recognizes that further progress can be made towards
a sustainable future and has set the following goals:
- encourage employees to use recyclable or biodegradable
materials,
- continue to recruit locally,
- continue promoting recycling across the Group,
- establish an ESG/sustainability committee.
33. Climate change
The Company takes into account the interconnection of climate
risks with other types of risks and, on this basis, manages them as
part of its overall risk management process. This analyses both
transition risks (political, legal, technological, market,
reputational, related to changes in demand and consumer
preferences) and physical risks (related to the physical effects of
climate change, natural disasters, extreme weather conditions) that
may affect the company's operations. At the same time, the approach
to identifying and assessing climate risks is based on the TCFD
recommendations.
The Company's strategy on this issue is based on the results of
a regular inventory of climate risks and their analysis, taking
into account business continuity conditions and the impact on
business processes for strategic and financial planning. The
Company forecasts and takes into account macroeconomic and industry
trends, long-term market trends and basic factors underlying the
dynamics of demand, supply and demand for information products.
Based on this approach, the Company develops a Risk and
Opportunity Management Program, the results of which are submitted
for discussion by the Board of Directors with a regular assessment
of the quality of such management
34. Events after the reporting date
On 23 February 2023, Vertu Capital Holding Ltd. (UK) was
disposed. No significant financial effect will be recognized in the
financial statements for the year ending 31 December 2023 for that
disposal.
On 31 January 2023 Group the Term sheet with Company 1. Company
1 is a music mobile app developer that believes that making music
should be accessible everywhere and to everyone. Company 1 apps are
easy and fun to use. They are among the leading music apps on
Google Play and the App Store. The Transaction is expected to be
completed on or before 31 May 2023.
On 31 January 2023 Group the Term sheet with Company 2. Company
2 create exclusive mobile games because they believe that this is
the true future of game development. Created over a hundred mobile
apps and games. Some of the products were ranked the Top-1 in App
Store. The Transaction is expected to be completed on or before 30
June 2023.
In the period between the reporting date and the date of signing
the financial statements for the reporting year, there were no
other facts of economic activity that could have an impact on the
financial condition, cash flow or performance of the organization
and which should be reflected.
VOX VALOR CAPITAL LIMITED
STANDALONE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
Statement of financial position as at 31 December 2022
All in GBP Notes 31 December 31 December
2022 2021
------- ------------ ------------
ASSETS
Non-current assets
Investments 26,442,751 1
------------ ------------
26,442,751 1
------------ ------------
Current assets
Other receivables - -
Other receivables - related parties 6,434 165,739
Prepayments 5,336 5,336
Cash and cash equivalents 145,564 145,739
------------ ------------
157,334 316,814
------------ ------------
Current liabilities
Other payables 122,492 72,006
Accruals & Provision 12,000 12,000
------------ ------------
134,492 84,006
------------ ------------
NET ASSETS 26,465,593 232,808
------------ ------------
Equity attributable to owners
of the parent:
Share capital 1,440,000 1,440,000
Consideration Shares 26,442,750 -
Accumulated losses (1,417,157) (1,207,192)
TOTAL EQUITY 26,465,593 232,808
------------ ------------
Statement of changes in equity for the year ended 31 December
2022
All in GBP Notes Share Consideration Retained Total
Capital Shares earnings equity
------- ---------- -------------- ------------ -----------
Balance at 1 January 2022 1,440,000 - (1,207,192) 232,808
---------- -------------- ------------ -----------
Proceeds from issuance of
ordinary shares - 26,442,750 - 26,442,750
Retained earnings - - (209,965) (209,965)
Other comprehensive income - - - -
Balance at 31 December
2022 1,440,000 26,442,750 (1,417,157) 26,465,593
========== ============== ============ ===========
All in GBP Notes Share Consideration Retained Total
Capital Shares earnings equity
------- ---------- -------------- ------------ ----------
Balance at 1 January 2021 1,200,000 - (1,060,921) 139,079
---------- -------------- ------------ ----------
Proceeds from issuance of
ordinary shares 240,000 - - 240,000
Retained earnings - - (146,271) (146,271)
Other comprehensive income - - - -
Balance at 31 December
2021 1,440,000 - (1,207,192) 232,808
========== ============== ============ ==========
Notes to the financial statements, comprising significant
accounting policies and other explanatory information for the year
ended 31 December 2022
GENERAL INFORMATION
Vox Valor Capital LTD (the "Company").
Vox Valor Capital LTD (old name Vertu Capital Limited) was
incorporated in the Cayman Islands on 12 September 2014 as an
exempted company with limited liability under the Companies Law.
The registered office of the Company is Forbes Hare Trust Company
Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street,
Grand Cayman KY1-9006, Cayman Islands, registration number
291725.
Subsidiaries:
-- Vertu Capital Holding Ltd United Kingdom 100% ownership by
Vox Valor Capital LTD
-- Vox Capital Plc United Kingdom 100% ownership by Vox Valor
Capital LTD
Originally, the Company's nature of operations is to act as a
special purpose acquisition company. On 30 September 2022, the
Company purchased Vox Capital Plc and from that moment the
principal activity of the Company is a business in the digital
marketing, advertising and content sector.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of The Company are: Pieter Van Der Pijl,
Stefans Keiss, and Sergey Konovalov.
Management (Directors)
Before 30 September 2022:
-- Kiat Wai Du,
-- Shunita Maghji
-- Simon Retter
Since 30 September 2022:
-- John G Booth (Chairman and Non-Executive Director)
-- Rumit Shah (Non-Executive Director)
-- Simon Retter (Non-Executive Director)
-- Konstantin Khomyakov (Finance Director)
Going concern
At the reporting date, the Company had cash balance of
GBP145,564.
These financial statements have been prepared on a going concern
basis, which assumes that the Company will continue to be able to
meet its liabilities as and when they fall due in the foreseeable
future.
ACCOUNTING POLICIES
The Financial Statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and IFRS
Interpretations Committee ("IFRIC") interpretations.
The financial statements are presented in British Pound Sterling
( GBP ).
The notes are an integral part of the financial statements.
Reporting period
These financial statements represent the financial reporting
period for the Company from January 1 till December 31, 2022.
General
An asset is disclosed in the statement of financial position
when it is probable that the expected future economic benefits
attributable to the asset will flow to the entity and the cost of
the asset can be reliably measured. A liability is disclosed in the
statement of financial position when it is expected to result in an
outflow from the entity of resources embodying economic benefits
and the amount of the obligations can be measured with sufficient
reliability.
If a transaction results in transfer of future economic benefits
and/or when all risks associated with assets or liabilities have
been transferred to a third party, the asset or liability is no
longer included in the statement of financial position. Assets and
liabilities are not included in the statement of financial position
if economic benefits are not probable or cannot be measured with
sufficient reliability.
The income and expenses are accounted for during the period to
which they relate. Revenue is recognized when control over service
is transferred to a customer.
The Management is required to form an opinion and make estimates
and assumptions for assets, liabilities, income, and expenses. The
actual result may differ from these estimates. The estimates and
the underlying assumptions are constantly assessed. Revisions are
recognised during a corresponding revision period as well as any
future periods affected by the revision. The nature of these
estimates and judgements, including related assumptions, is
disclosed in the notes to corresponding items in the financial
statement.
Investments
Interests in subsidiaries, associates and jointly controlled
entities are initially measured at cost and subsequently measured
at cost less any accumulated impairment losses. The investments are
assessed for impairment at each reporting date and any impairment
losses or reversals of impairment losses are recognized immediately
in profit or loss (IAS 36 Impairment of Assets). Impairment losses
are reflected in non-operating expenses of Statement of profit and
loss and other comprehensive income. Reversals of impairment losses
are reflected in non-operating income.
A subsidiary is an entity controlled by the company. Control is
the power to govern the financial and operating policies of the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary not a
joint venture, in which the company holds a long-term interest and
where the company has significant influence. The company considers
that it has significant influence where it has the power to
participate in the financial and operating decisions of the
associate.
Entities in which the company has a long-term interest and
shares control under a contractual arrangement are classified as
jointly controlled entities.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call
deposits. Bank overdrafts that are repayable on demand and form an
integral part of the Company's cash management are included as a
component of cash and cash equivalents for the purpose only on the
cash flow statement.
The cash flow statement from operating activities is reported
using the indirect method.
Financial instruments
Financial assets and financial instruments are recognised on the
statement of financial position when the Company becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as
subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition
depends on the financial asset's contractual cash flow
characteristics and the Company's business model for managing
them.
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
As at the reporting date, the Company did not have any financial
assets subsequently measured at fair value.
Financial liabilities
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting date.
Deferred income tax is provided for using the liability method
on temporary differences at the reporting date between the tax
basis of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred income tax liabilities are
recognised in full for all temporary differences. Deferred income
tax assets are recognised for all deductible temporary differences
carried forward of unused tax credits and unused tax losses to the
extent that it is probable that taxable profits will be available
against which the deductible temporary differences, and
carry-forward of unused tax credits and unused losses can be
utilised.
The carrying amount of deferred income tax assets is assessed at
each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each
reporting date and are recognised to the extent that is probable
that future taxable profits will allow the deferred income tax
asset to be recovered.
Operating segments
The operating segments identifies based on internal reporting
for decision-making. The Company is operated as one business with
key decisions irrespective of the geography where work for clients
is carried out. The Management (chief operating decision maker)
considers that The Company has one operating segment.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and
interpretations have been issued by International Accounting
Standards Board but are not yet effective and in some cases have
not yet been adopted. The Directors do not expect that the adoption
of these standards will have a material impact on the financial
statements of the Company in future periods.
ACCOUNTS BREAKDOWN AND NOTES
1. Other operating expenses
Expenses All in 31 December 31 December
GBP 2022 2021
------------------------------ ------------ ------------
Brokerage fees - 21,511
Registrar & Depository Fees - 15,555
Directors' fees - 35,000
Regulatory charges - 21,177
Maintenance fee - -
Secretarial fees - 4,056
Provision for audit fees - 14,000
Listing charges - 24,945
Office rental - 8,453
Loss on foreign exchange - -
Penalty - 1,225
RTO expenses 209,909 349
Bank charges 175 349
Unrealised Currency Gains (119) 1,225
Total 209,965 146,271
------------ ------------
All expenses incurred during the reporting year were re-charged
to Vox Capital Ltd as Reverse takeover (RTO) expenses
2. Income tax expense
The Company is regarded as resident for the tax purposes in
Cayman Islands. No tax is applicable to the Company for the year
ended 31 December 2022.
The Company has incurred indefinitely available tax losses of
GBP1,359,678 (2021: GBP1,207,192) to carry forward against future
taxable income. No deferred income tax asset has been recognised in
respect of the losses carried forward, due to the uncertainty as to
whether the Company will generate sufficient future profits in the
foreseeable future to prudently justify this.
3. Investments in subsidiaries
As at the year ended 31 December 2022, the Company had the
subsidiaries:
Subsidiary undertakings Country of incorporation
31 December 31 December
2022 2021
------------ ------------
Vertu Capital Holding United Kingdom 100% -
Ltd.
Vox Capital Pte United Kingdom 100% 100%
Investment:
All in GBP 31 December 31 December
2022 2021
------------ ------------
Vertu Capital Holding Ltd. 1 1
Vox Capital Pte. 26,442,750 -
Total 26,442,751 1
------------ ------------
On 30 September 2022, the Company entered into a sale and
purchase agreement with the Vox Sellers pursuant to which the
Company agreed to acquire the entire issued share capital of Vox
Capital Ltd for GBP26,442,749.57, it was satisfied by the issue of
the Consideration Shares at the Issue Price. The Acquisition was
constituted a reverse takeover for the purposes of Listing Rule
5.6.4 and therefore the Company has re applied for the admission of
its Ordinary Share capital to the Standard Segment of the Official
List and to trading on the Main Market.
Vox Capital Pte was incorporated on 7 May 2020 as a vehicle to
consolidate businesses in the digital marketing, advertising and
content sector. To date, Vox Capital has acquired a 100% interest
in Mobio Global Limited (Mobio), a UK digital marketing company and
has also acquired an equity interest in another trading business:
Airnow PLC, a UK based app monetisation and marketing group.
4. Other receivables
All in GBP 31 December 31 December
2022 2021
------------ ------------
Other receivables - 50
Prepayments 5,336 5,336
------------ ------------
Total 5,336 5,386
------------ ------------
All of the trade receivables were non-interest bearing and
receivable under normal commercial terms. The Directors consider
that the carrying value of trade and other receivables approximates
to their fair value.
Other receivables - related parties
All in GBP 31 December 31 December
2022 2021
Vertu Capital Holdings Limited 6,434 165,030
Total 6,434 165,030
------------ ------------
5. Cash and cash equivalents
All in GBP 31 December 31 December
2022 2021
------------ ------------
Cash at bank 145,564 145,739
------------ ------------
Total 145,564 145,739
------------ ------------
6. Other payables
All in GBP 31 December 31 December
2022 2021
------------ ------------
Non-trade creditors 26,848 26,848
Other creditors 95,644 45,159
Total 122,492 72,007
------------ ------------
The fair value of trade and other payables approximates to book
value at each year end. Trade payables are non-interest bearing and
are normally settled monthly.
7. Financial instruments
The Company's financial instruments may be analysed as
follows:
Financial assets 31 December 31 December
2022 2021
------------ ------------
Financial assets measured at amortised All in GBP All in GBP
cost :
Cash at bank 145,564 145,739
Other receivables 5,336 5,386
------------ ------------
Total 150,900 151,125
------------ ------------
Financial liabilities 31 December 31 December
2022 2021
------------ ------------
Financial liabilities measured at All in GBP All in GBP
amortised cost :
Other payables 122,492 72,007
Total 122,492 72,007
------------ ------------
The Company's income, expense, gains and losses in respect of
financial assets measured at fair value through profit or loss
realised fair value gains of nil (2021: nil).
8. Financial risk management
The Company is exposed to a variety of financial risks through
its use of financial instruments which result from its operating
activities. All the Company's financial instruments are classified
trade and other receivables. The Company does not actively engage
in the trading of financial assets for speculative purposes. The
most significant financial risks to which the Company is exposed
are described below:
Credit risk
The Company's credit risk is primarily attributable to deposits
with banks. The Company manages its deposits with banks or
financial institutions by monitoring credit ratings and limiting
the aggregate risk to any individual counterparty. The Company's
exposure to credit risk on cash and cash equivalents is considered
low as the bank accounts are with banks with high credit
ratings.
Liquidity risk
Liquidity risk is the situation where the Company may encounter
difficulty in meeting its obligations associated with its financial
liabilities. The Company seeks to manage financial risks to ensure
sufficient liquidity is available to meet any foreseeable needs and
to invest cash assets safely and profitably.
Interest rate risk
The Company is not exposed to material interest rate risk as its
liabilities are either non-interest bearing or subject to fixed
interest rates.
Reputational risks
The Management of the Company believes that at present there are
no facts that could have a significant negative impact on the
decrease in the number of its customers due to a negative
perception of the quality of services provided, adherence to the
terms of rendering services, as well as the participation of The
Company in any price agreement. Accordingly, reputational risks are
assessed by the Company as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities
approximates their carrying value.
Country risks
4 February 2022 Russia declared a war operation in Ukraine and
launched full-scale military invasion, multilateral sanctions and
restrictions were imposed on work with certain Russian legal
entities and individuals. These circumstances caused unpredictable
volatility in the stock and currency markets, in energy prices,
general price level, the Bank of Russia's key interest rate and
restrictions on flow of certain groups of goods. It is expected
that these events may affect the business of companies in various
countries and industries.
One of the Directors of the Company is a citizen of the Russian
Federation. He is not subject to the sanctions imposed by the
United Kingdom and other countries. The Company does not provide to
and receive services from Russian companies.
The Management analyzes the current situation and possible
solutions. At present, the duration of these events cannot be
predicted and their impact on the future financial position and
performance of the Company cannot be reliably assessed.
Other risks
The industry risk is currently assessed as low, and the volume
of advertising on the Internet is growing. However, it should be
taken into consideration that the industry is affected by changing
legislation on the regulation of the advertising services provision
and compliance with information security of data. Also, The Company
business depends on the availability, performance and reliability
of internet, mobile and other infrastructures (speed, data capacity
and security) that are not under The Company control.
The Company makes every effort to comply with the requirements
of the legislation and to maintenance of a reliability for
providing advertising internet services.
9. Related parties transactions
Parties are generally considered to be related if one party has
the ability to control the other party or can exercise significant
influence in making financial and operational decisions.
The related parties of The Company are:
-- Petrus Cornelis Johannes Van Der Pijl - the ultimate beneficiary
-- Stefans Keiss - the ultimate beneficiary
-- Sergey Konovalov - the ultimate beneficiary
-- Vox Valor Holding LTD
-- Vertu Capital Holding LTD
-- Vox Capital Plc
-- Mobio Global LTD
-- Mobio (Singapore) Pte LTD
-- Mobio Global Inc.
-- Vox Valor Capital Pte LTD
-- Initium HK LTD
-- Airnow Plc
Transactions with related parties
Other receivables - related parties
All in GBP 31 December 31 December
2022 2021
Vertu Capital Holdings Limited 6,434 165,030
Total 6,434 165,030
------------ ------------
10. Share capital
All in GBP Number of Share capital
shares
------------ --------------
As at 31 December 2021 143,999,998 1,440,000
Additional - -
------------ --------------
As at 31 December 2021 143,999,998 1,440,000
------------ --------------
11. Consideration Shares
On 30 September 2022, the Company entered into a sale and
purchase agreement with the Vox Sellers pursuant to which the
Company agreed to acquire the entire issued share capital of Vox
Capital Ltd (Vox Capital) for GBP26,442,749.57, it was satisfied by
the issue of the Consideration Shares at the Issue Price 1,2p.
12. Capital management
The Company's objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so
that they can continue to provide returns to shareholders and
benefits for other stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, The
Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to
reduce debt.
13. Events after the reporting date
On 23 February 2023, Vertu Capital Holding Ltd. (UK) was
disposed.
In the period between the reporting date and the date of signing
the financial statements for the reporting year, there were no
other facts of economic activity that could have an impact on the
financial condition, cash flow or performance of the organization
and which should be reflected.
The Company intends to expand its presence in the international
advertising market in the coming years.
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END
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