RNS Number : 4648M
Vox Valor Capital Limited
30 April 2024
 

30 April 2024

Vox Valor Capital Limited

("Vox Valor" or the "Company")

 

Annual Results 2023

 

Vox Valor (LSE: VOX), is pleased to announce its audited final results for the financial year ended 31 December 2023.

Period Highlights:

·      Revenue decreased to USD 5.6m for the year ended 31 December 2023 (2022: USD 13.8m) due to the disposal of the Russian subsidiary of the Group.

·      Operating costs reduced from USD 13.8m to USD 5.7m to give an operating loss of USD 90k (2022: gross profit of USD 29k).

·      Comprehensive Income USD 469k (loss of USD 5.7m 31 December 2022) principally due to forex gains of $653k (2022: forex loss of $1.1m).

 

Commenting on the results John Booth, Chairman, said:

"For the year ahead, we look forward to seeing Vox Valor grow further both organically and through mergers and acquisitions. The Company is continuing to identify potential acquisitions that are complimentary to the Group's strategy where it can generate meaningful synergies from its mobile marketing expertise and technology. The organic growth plans of the Group include the expansion of the Group's mobile marketing services and technology offer (Mobio) in the UK, Europe and the United States."

 

For additional information please contact:

 

Vox Valor Capital Limited

Konstantin Khomyakov

Tel: +1 (345) 949-4544

Email: kk@voxvalor.com

 

Novum Securities Limited

David Coffman / George Duxberry

Financial Adviser

Tel: +44 (0)207 399 9400

 

Hybridan LLP

Claire Louise Noyce

Corporate Broker

Tel: 0203 764 2341

 

 

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.

 

 

Chairman's Report

Vox Valor Capital Limited ("Vox Valor" or "the Company") is pleased to announce that its audited financial statements for the year ended 31 December 2023 have been published and are available on its website at www.voxvalor.com/investors.

The Vox Valor Group ("Vox Valor Group" or "the Group") is active in providing mobile marketing and advertising related services and these are conducted through its 100% owned UK operating subsidiary Mobio Global Limited ("Mobio Global"). Mobio Global has two operating subsidiaries in the United States and Singapore. The Group employs 30 contractors and employees in total across its subsidiaries.

The Group was formed in 2022 upon the reverse takeover ("RTO") of Vox Capital Limited, a company that acquired Mobio in 2020 as part of its strategy to grow its mobile marketing and advertising technology service and product offering and to grow Mobio into the European and American markets. Prior to the completion of the RTO, Mobio Global divested its Russian operations and management increased its efforts to grow Mobio in the UK, the European Union and North America.

Vox Valor is continuously evaluating potential acquisition opportunities to acquire mobile or digital content businesses, such as mobile game or application developers or publishers in order to extract operational synergies from being vertically integrated in owning mobile/digital content business and the Mobio digital marketing and advertising services and technology offering.

This strategy is based on leveraging Mobio's experience in mobile marketing with the need of mobile content businesses, such as mobile game and app developers, to acquire new users for their games and apps. The Company will make further announcement as and when any acquisition opportunities, which are being analysed, are closed.

Through Mobio, the Vox Valor Group provides a wide range of mobile marketing services, including user acquisition services, app store optimisation services, mobile retargeting, digital strategy consulting services, marketing creatives, video production services and in app advertising services.

These services are instrumental for clients to acquire new users, control their mobile marketing spend or 'cost per install' and scale the user base and revenue of their mobile games or applications.

Mobio has very significant experience in providing user acquisitions services by developing and executing mobile marketing campaigns for its clients. In addition, Mobio also provides services that are complementary to its clients core mobile marketing strategies, such as app store optimisation services (which aim to improve organic user growth by optimising the presence of its clients' apps and games in the major app stores) and retargeting services (using its proprietary Feedwise platform to re-engage with app users).

Mobio complements its service offering with mobile advertising creatives and video creative productions for those clients that are not able or do not want to develop such marketing assets in-house and also offers digital marketing strategy or consulting services to some of those clients.

In 2023, Mobio implemented the Mobio Growth Lab initiative, which is a dynamic incubator that helps Mobio's client (including new or early-stage clients) to grow their install base and profit levels through a step-by-step process to support them in every stage of the product and marketing life cycle.

The Vox Valor Group is pleased to report improved and positive total comprehensive profit for the year ended 31 December 2023 of USD 469k versus a loss of USD 5.7 million for the year ended 31 December 2022. While revenue decreased from USD 13.8 million during for the year ended 31 December 2022to USD 5.6 million for the year ended 31 December 2023 due to the disposal of the Russian subsidiary of the Group, the Company managed to reduce the operating expenses from USD 13.8 million to USD 5.7 million.

Vox Valor announced that it had signed two term sheets for potential acquisitions during the year ended 31 December 2023, which the Company has either terminated or the term sheet expired and therefore no merger and acquisitions activities took place in 2023. The Company is continuing to identify potential acquisitions that are complimentary to the Group's strategy where it can generate meaningful synergies from its mobile marketing expertise and technology.

For the next financial year, we are looking forward to growing Vox Valor both organically and through potential acquisitions. The organic growth plans of the Group include the expansion of the Group's mobile marketing services and technology offer (Mobio) in the UK, Europe and the United States.

 

Summary of Trading Results and Outlook

For the financial year ended 31 December 2023, Vox Valor reported revenue of USD 5.6 million (versus USD 13.8 million in the previous financial period) and an operating loss of USD 90k (versus a gross profit of USD 29k in the previous financial period).

Total comprehensive income for the year was a profit of USD 469k (versus a loss of USD 5.7 million in the previous financial period), which is still mainly caused by non-recurring expenditure and accounting write-offs and impairments in relation to the reverse takeover ("RTO").

 

Financial Statements

Consolidated statement of profit or loss and other comprehensive income

for the year ended 31 December 2023

 


Notes

 

31 December 2023

 

31 December 2022

Operating income and expenses






Sales revenue

1


5,572,881


13,829,357

Total income



5,572,881

 

13,829,357







Operating expenses

2


(4,307,382)


(12,585,236)

Administrative expenses

4


(821,068)


(670,594)

Contractors' fees



(306,965)


(346,514)

Professional services



(128,048)


(67,873)

Audit and accountancy fees



(49,758)


(68,142)

Right-of-use assets expenses



(19,906)


(38,290)

Depreciation of tangible/intangible assets



(17,143)


(23,664)

London Stock Exchange fee



(12,439)


-

Total operating costs



(5,662,709)


(13,800,313)

 






OPERATING PROFIT / (LOSS)


 

(89,828)

 

29,044

 






Non-operational income and expenses






Non-operating income

5


15,987


70,989

Non-operating expenses

5

 

(30,942)


(8,387)

RTO Expenses

6

 

(29,544)


(2,723,648)

NET NON-OPERATING RESULT


 

(44,499)


(2,661,046)

 






Financial income and expenses






Interest income / (expenses)

7


(527,877)


(490,194)

Financial income / (expenses)

8


92,619


(73,394)

NET FINANCIAL RESULT


 

(435,258)

 

(563,588)

 






PROFIT / (LOSS) BEFORE TAX


 

(569,585)

 

(3,195,590)

 






Profit tax



(239)


(15,492)

Deferred taxes

9


382,369


65,312

PROFIT / (LOSS) FOR THE PERIOD


 

(187,455)

 

(3,145,770)

 






OTHER COMPREHENSIVE INCOME






Revaluation reserve



-


(393)

Transactions with owners (business restructuring)

10


3,896


(1,509,883)

Exchange differences on translating foreign operations



-


222,601

Translation difference



652,910


(1,077,074)

OTHER COMPREHENSIVE INCOME


 

656,806

 

(2,364,749)

 


 

 

 

 

TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD


 

469,351

 

(5,510,519)

 


 

 

 

 

Basic and diluted loss per share

11

 

(0,01)

 

(0,14)



 

Consolidated statement of financial position as at 31 December 2023

 

 

 

Notes

 

31 December 2023

 

31 December 2022

ASSETS

 






Non-current assets

 






Investments


12


10,641,147


10,156,381

Deferred tax assets


9.1


448,155


58,162

Right-of-use assets


15


49,232


66,156

Intangible assets


14


9,114


7,038

Tangible fixed assets


13


1,784


3,391

Total non-current assets

 

 

 

11,149,432

 

10,291,128

 







Current assets

 






Trade and other receivables


16


1,296,517


2,930,095

Cash at bank


17


144,182


911,686

Other short-term assets




-


3,516

Total current assets

 

 

 

1,440,699

 

3,845,297

TOTAL ASSETS

 

 

 

12,590,131

 

14,136,425

 







EQUITY AND LIABILITIES

 













EQUITY

 






Share Capital


25


194,426


194,426

Share premium


25


13,424,392


13,660,572

Share based payments




1,926,720


1,926,720

Revaluation reserve




854,196


854,196

Retained earnings




(7,128,181)


(6,944,622)

Translation difference




(220,443)


(873,353)

TOTAL EQUITY

 

 

 

9,051,110

 

8,817,939

 







LIABILITIES

 






Non-current liabilities

 






Loans (long term)


19


2,567,010


2,055,712

Other long-term liabilities


20


32,619


53,722

Total non-current liabilities

 

 

 

2,599,629

 

2,109,434

 







Current liabilities

 






Trade and other payables


18


618,358


2,905,091

Loans (short term)


19


94,950


81,608

Accrued expenses




20,448


34,235

Current tax liabilities




18,062


17,823

Other short-term liabilities


21


187,574


170,295

Total current liabilities

 

 

 

939,392

 

3,209,052

 







TOTAL LIABILITIES

 

 

 

3,539,021

 

5,318,486

TOTAL EQUITY AND LIABILITIES

 

 

 

12,590,131

 

14,136,425



 


Consolidated statement of changes in equity for the year ended 31 December 2023

 

 


Notes

 

Share Capital

Share premium

Share based payments

Revaluation reserve

Convertible notes reserve

Retained earnings

Exchange differences on translating foreign operations

Translation difference

Total equity

Balance at 1 January 2023

 

 

194,426

13,660,572

1,926,720

854,196

-

(6,944,622)

-

(873,353)

8,817,939

Transactions with owners

 


-

(236,180)

-

-

-

-

-

-

(236,180)

Results from activities

 


-

-

-

-

-

(187,455)

-

-

(187,455)

Other comprehensive income

 


-

-

-

-

-

3,896

-

652,910

656,806

Balance at 31 December 2023

 

 

194,426

13,424,392

1,926,720

854,196

-

(7,128,181)

-

(220,443)

9,051,110

 

 

 


Notes

 

Share Capital

Share premium

Share based payments

Revaluation reserve

Convertible notes reserve

Retained earnings

Exchange differences on translating foreign operations

Translation difference

Total equity

Balance at 30 September 2021

 

 

187,128

12,938,022

-

854,196

393

(2,288,969)

(222,601)

203,721

11,671,890

Transactions with owners

 


7,298

722,550

1,926,720

-

-

-

-

-

2,656,568

Results from activities

 


-

-

-

-

-

(3,145,770)

-

-

(3,145,770)

Other comprehensive income

 


-

-

-

-

(393)

(1,509,883)

222,601

(1,077,074)

(2,364,749)

Balance at 31 December 2022

 

 

194,426

13,660,572

1,926,720

854,196

-

(6,944,622)

-

(873,353)

8,817,939

 



 


Consolidated statement of cash flows for the year ended 31 December 2023

 


Notes


31 December 2023

 

31 December 2022

OPERATING ACTIVITIES

 





Profit / (loss) before taxation



(569,585)


(3,195,590)

Adjustments for

 





Depreciation of tangible/intangible fixed assets



17,143


23,664

Depreciation of right-of-use assets



19,906


38,290

Interest not paid (received)



124,048


51,562

Inventories



-


33

Trade and other receivables



1,633,578


(1,186,224)

Trade and other payables



(2,286,733)


940,044

Other assets



3,516


132,660

Other liabilities



18,282


(24,284)

Accrued expenses



(13,787)


23,579

Non-operating expenses



-


3,148,046

Cash generated from operations

 


(1,053,632)

 

(48,220)

 






Taxes reclaimed (paid)



-


-

Total cash flow from operating activities

 


(1,053,632)

 

(48,220)

 






INVESTMENT ACTIVITIES

 





Purchase /disposal of property, plant and equipment



-


(3,391)

Purchase /disposal of other intangible assets



(17,072)


(15,276)

Acquisition of subsidiaries, net of cash acquired



-


(291,747)

Total cash flow from investment activities

 


(17,072)

 

(310,414)

 






FINANCING ACTIVITIES

 





Loans given / received



495,000


625,000

Financial obligations (right-of-use)



(20,229)


(71,103)

Interest paid (right-of-use)



(1,877)


(5,032)

Total cash flow from financing activities

 


472,894

 

548,865

 






NET CASH FLOW

 

 

(597,810)

 

190,231

 






Exchange differences and translation differences on funds



(169,694)


(34,704)

MOVEMENTS IN CASH FUND

 


(767,504)

 

155,527

 






Balance as of beginning of the period



911,686

 

756,159

Movement for the period



(767,504)


155,527

Balance as of the end



144,182

 

911,686



 

Notes to the consolidated financial statements, comprising significant accounting policies and other explanatory information for the year ended 31 December 2023

 

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:

·      Mobio (Singapore) Pte Ltd         Singapore         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 Global Inc           .                       USA                 100% ownership by Mobio Global Limited

On 18 October 2023 the Sale-purchase agreement was concluded on sale 100% shares of Mobio (Singapore) Pte. Ltd from Mobio Global Ltd to Vox Valor Capital Ltd.

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.

Vox Valor Capital Ltd operates as a vehicle to consolidate businesses in the digital marketing, advertising and content sector. To reporting date, the Group has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company and has also acquired an equity interest in another UK based app monetisation and marketing group.

The Group's strategy for the next period will be to operate Mobio and seek to acquire other complementary businesses in the digital marketing, advertising and content sector. Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to any future acquisition.

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) (resigned on 31 August 2023)

·      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 presentational 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 1 January 2023 till 31 December 2023. The end of the reporting period of Vox Capital Ltd has been changed in 2022 from 30 September to 31 December, so the comparative period is from 1 October 2021 to 31 December 2022 for Vox Capital Ltd and subsidiaries for the period from 1 January to 31 December.

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 was 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 owns 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.

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) and disposed on 23 February 2023

·      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 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 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

 

31.12.2023

 

31.12.2022

Closing rate


1.2731


1.2101

Average rate


1.2439


1.2369

Revenue

The Group's revenue comprises primary income from the provision of mobile marketing services in 2023 and 2022. 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 object 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 2023

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 2023 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 2024):

- Amendments to IAS 1, Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants

- Amendments toIFRS 16, Lease Liability in a Sale and Leaseback

- Amendments to IAS 7 and IFRS 7, Disclosures: Supplier Finance Arrangements

- Amendments to IAS 21, Lack of exchangeability

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 2023

 

31 December 2022

 

UK


4,840,657


9,817,001

 

Singapore


718,692


297,932

 

USA


13,532


3,308

 

Russian Federation*


-


3,711,116

 

Total

 

5,572,881

 

13,829,357


 

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) (Note 10).

2.   Operating expenses

 

Country

 

31 December 2023

 

31 December 2022

UK


3,318,094


9,336,308

Singapore


833,170


815,484

USA


156,118


8,860

Russian Federation*


-


2,424,584

Total

 

4,307,382

 

12,585,236

 

Expenses

 

31 December 2023

 

31 December 2022

Platforms and publishers' fees


3,059,181


10,976,611

Premium receivable from platforms


-


(82,439)

Contractor fees


1,248,201


1,327,870

Salary


-


306,220

Insurance contributions


-


50,806

Other


-


6,168

Total

 

4,307,382

 

12,585,236

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) (Note 10).

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

Expenses

 

31 December 2023

 

31 December 2022

Wages & Salaries - Chief executive

 

340,661

 

236,637

Wages & Salaries

 

82,888

 

184,052

Social taxes - Chief executive

 

84,962

 

9,225

Social taxes


14,235

 

21,394

Audit and Accountancy fees (admin)

 

159,104

 

68,064

IT services and license fees

 

30,592

 

94,283

Voluntary medical insurance of employees

 

28,242

 

6,911

Business travel expenses


22,370


12,690

Employers National Insurance


20,664


4,272

Advertising & Marketing


19,854


-

Other administrative expenses


17,496


33,066

Total

 

821,068

 

670,594

 

 

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.

 

Staff details (administrative and operating)

Number of staff

 

31 December 2023

 

31 December 2022

UK


3


2

  including Director

 

2

 

2

Singapore

 

-

 

-

USA


2

 

4

  including Director

 

1


1

Total

 

5

 

6

 

Staff cost (operating and administrative)


 

31 December 2023

 

 

31 December 2022

Wages & Salaries - Chief executive


340,661


236 637

Wages & Salaries


82,888


490 272

Social taxes - Chief executive


84,962


9 225

Social taxes


14,235


72 200

Total

 

522,746

 

808 334

Current year audit fees USD 44,804 (equivalent of £40k), comparative USD 44,804 (equivalent of £40k).

5.   Non-operating income and expenses

Non-operating income

 

31 December 2023

 

31 December 2022

VAT (tax agent) reversing


6,242


Provision for bad debts (gain)


6,702


67,767

Other non-direct income


3,043


3,222

Total

 

15,987

 

70,989

 

Non-operating expenses

 

31 December 2023

 

31 December 2022

Provision for bad debts


-


6,702

Accounts receivable written-off


8,004


-

Other non-operating expenses


22,938


1,685

Total

 

30,942

 

8,387

6.   Reverse acquisition (RTO)

Expenses

 

31 December 2023

 

31 December 2022

Acquisition of Vox Capital Ltd (note 26)


-


1,856,898

Consulting fees


29,544


866,750

Total

 

29,544

 

2,723,648

7.   Interest income and expenses

Interest income

 

31 December 2023

 

31 December 2022

Other interest income


-


272

Interest income total

 

-

 

272

 

Interest expenses

 

31 December 2023

 

31 December 2022

TDFD loan interest


494,727


303,711

Loan Note Interest Expense


-


172,440

AdTech loan


28,269


7,179

Mobile Marketing LLC


3,004


2,104

Rent interest


1,877


5,032

Total

 

527,877

 

490,466

8.   Finance income and financial expenses

Finance income

 

31 December 2023

 

31 December 2022

FX differences


97,325


-

Total

 

97,325

 

-

 

Finance expenses

 

31 December 2023

 

31 December 2022

FX differences


-


60,552

Bank fee


4,706


12,842

Total

 

4,706

 

73,394

 

 

9.   Taxation

Profit tax

 

31 December 2023

 

31 December 2022

UK corporation tax (19%)*


-


12,584

USA (21%)


-


-

Singapore corporation tax (17%)


(239)


(17,823)

Russian corporation tax (20%)


-


(10,253)

Total current tax

 

(239)

 

(15,492)

 

 

 

 

 

Deferred tax

 

 

 

 

Deferred tax UK


244,593


33,520

Deferred tax USA


124,232


21,060

Deferred tax Singapore


13,544


866

Deferred tax Russia


-


9,866

Deferred tax in Profit and Loss report

 

382,369

 

(65,312)

Taxation on profit on ordinary activities

 

382,130


49,820

 

Deferred tax in Statement of financial position - opening balance

58,162


42,174

Deferred tax in Statement of Profit and Loss during reporting period

382,369


65,312

Translation difference

7,624


(16,148)

Deferred tax in Statement of financial position - disposed companies

-


(33,176)

Deferred tax in Statement of financial position for the period

448,155


58,162

 

(*) 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 2021 is reversed in the 2022.

 

Reconciliation of tax expense 2023

 

Mobio Global

 

Mobio Singapore

 

Mobio USA

 

Total

Profit on ordinary activities before taxation


(1,287,333)


(78,263)


(591,578)


(1,957,174)

Tax rate


19%


17%


21%


x

Profit on ordinary activities multiplies by standard rate

 

(244,593)


(13,305)


(124,232)


(382,130)

Effects of:









(a) Actual taxes in reporting package


(248,582)


(14,683)


(124,232)


(386,358)

(b) Profit tax to be paid


-


239


-


239

(c) Translation difference


3,989


-


-


3,989

Total

 

(244,593)

 

(14,444)

 

(124,232)

 

(382,130)

Including:









Deferred tax


(244,593)

 

(14,683)

 

(124,232)

 

(382,369)

Profit tax


-

 

239

 

-

 

239

 

Reconciliation of tax expense 2022

 

Mobio Global

 

Mobile Marketing

 

Mobio Singapore

 

Mobio USA

 

Total

Profit on ordinary activities before taxation


(176,422)


(5,782)


92,125


(100,285)


(190,364)

Tax rate


19%


20%


17%


21%


-

Profit on ordinary activities multiplies by standard rate


(33,520)


(1,157)


15,661


(21,060)


(40,076)

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)

 

No deferred income tax asset has been recognised in respect of the losses carried forward in Vox Capital Ltd and Vox Valor Capital Ltd, due to the uncertainty as to whether the Companies will generate sufficient future profits in the foreseeable future to prudently justify this.

Net deferred tax assets recognized as of 31 December 2022, was not impaired.

9.1. Deferred taxes

Deferred taxes movement 2023


 

As of 1 January

 

Movements

 

As of 31 December

Item

 

Deferred BS

 

Charge to profit or loss

Translation difference

 

Deferred BS

Right-of-use assets


940


(149)

45


836

Property and equipment


-


331

8


339

Intangible assets


(1 338)


(317)

(76)


(1,731)

Trade receivables (payables)


(28,136)


(1,948)

(1,554)


(31,638)

Provisions


1,139


(1,139)

-


-

Losses of previous years


85,557


385,591

9,201


480,349

Total

 

58,162

 

382,369

7,624

 

448,155

Deferred taxes movement 2022


 

As of 1 January

 

Movements

 

As of 31 December

Item

 

Deferred tax BS

 

Charge to 

profit or loss

 

Translation difference

 

Writing-off (investment disposal)

 

Deferred tax BS

Right-of-use assets


2,139


(949)


62


(312)


940

Property 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


-


18,892


(18,892)


-


-

Total

 

42,174

 

65,312

 

(16,148)

 

(33,176)

 

58,162

10.  Transactions with owners (business restructuring)

Transactions 2023:

On 23 February 2023 Vertu Capital Holding Ltd was disposed, total effect on these restructuring is a loss in amount of USD 3,896.

Transactions 2022:

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

Goodwill writing-off


(1,923,299)

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:

 

 

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 2022 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 £0.012 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 £0.012 and for a term of three years from the date of Admission.



31 December 2023

 

31 December 2022

Loss for the period after tax for the purposes of basic and diluted earnings per share


(187,455)


(3,145,770)

Number of ordinary shares


2,368,395,171


2,368,395,171

Weighted average number of ordinary shares in issue for the purposes of basic earnings per share


2,368,395,171


2,195,443,485

Loss per share (cent)


(0.01)


(0.14)

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.  Investments

Investments in subsidiaries

Subsidiary undertakings

Country of incorporation

 

 

 



31 December 2023

 

31 December 2022

Vertu Capital Holding Ltd.

United Kingdom

-


100%

Vox Capital Ltd

United Kingdom

100%


100%

Vox Valor Capital Pte Ltd

Singapore

100%


100%

Initium HK Ltd

Hong Kong

100%


100%

Mobio Global Ltd

United Kingdom

100%


100%

Mobio (Singapore) Pte Ltd

Singapore

100%


-

Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding investments in stock.

Vertu Capital Holding Ltd disposed on 23 February 2023.

Mobio Global Limited was created as an acquisition purposes vehicle. On April 27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the total purchase price is 30 000 USD. On October 18, 2023, the Company sold the shares in Mobio (Singapore) Pte Ltd o Vox Valor Capital Ltd, the total purchase price was 1 000 USD.

Subsidiary undertakings

Country of incorporation

31 December 2023

 

31 December 2022

Mobio Global Inc.

USA

100%


100%

Mobio (Singapore) PTE LTD

Singapore

-


100%

The registered office of Mobio Global Ltd is 71-75 Shelton Street London WC2H 9JQ.

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 2023

 

31 December 2022

Airnow PLC shares


10,641,147


10,156,281

Total

 

10,641,147

 

10,156,281

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.

13.  Tangible fixed assets

Cost

 

2023

 

2022

As of 1 January

 

3,391

 

93,346

Additions


-


7,110

Disposals


-


(14,443)

Disposals - subsidiaries sale


-


(83,986)

Translation difference


176


1,364

As of 31 December

 

3,564

 

3,391

Depreciation

 

 



As of 1 January

 

-

 

(71,778)

Depreciation charge


(1,743)


(9,497)

Disposals


-


14,443

Disposals - subsidiaries sale


-


67,938

Translation difference


(40)


(1,106)

As of 31 December

 

(1,783)

 

-

Net book value

 

 



As of 1 January


3,391


21,568

As of 31 December


1,784


3,391

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 2023:

Cost

 

Licenses

 

Total

As of 1 January

 

14,944

 

14,944

Additions


17,071


17,071

Disposals


(15,362)


(15,362)

Translation difference


819


819

As of 31 December

 

17,472

 

17,472

Depreciation





As of 1 January

 

(7,906)

 

(7,906)

Depreciation charge


(15,400)


(15,400)

Disposals


15,362


15,362

Translation difference


(414)


(414)

As of 31 December

 

(8,358)

 

(8,358)

net book value





As of 1 January


7,038


7,038

As of 31 December


9,114


9,114

Intangible assets movement as of 31 December, 2022:

Cost

 

Trademark

 

Programs

 

Licenses

 

Total

As of 1 January

 

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

 

-

 

-

 

14,944

 

14,944

Depreciation

 

 







As of 1 January

 

(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

 

-

 

-

 

(7,906)

 

(7,906)

Net book value

 

 







As of 1 January


216


4,895


2,065


7,176

As of 31 December


-


-


7,038


7,038

 

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 2023:

Cost

 

Leased server

 

Total

As of 1 January

 

77,451

 

77,451

Additions


-


-

Disposals


-


-

Translation difference


4,036


4,036

As of 31 December

 

81,487

 

81,487

Depreciation





As of 1 January

 

(11,295)

 

(11,295)

Depreciation charge


(19,906)


(19,906)

Disposals


-


-

Translation difference


(1,054)


(1,054)

As of 31 December

 

(32,255)

 

(32,255)

Net book value





As of 1 January


66,156


66,156

As of 31 December


49,232


49,232

Right-of-use assets movement as of 31 December 2022:

Cost

 

Leased property

 

Leased server

 

Total

As of 1 January

 

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

 

-

 

77,451

 

77,451

Depreciation

 

 





As of 1 January

 

(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

 

-

 

(11,295)

 

(11,295)

 

Net book value

 

 





As of 1 January


69,128


49,739


118,867

As of 31 December


-


66,156


66,156

 

Lease liabilities in respect of right-of-use assets:

Leased server


As of 31 December 2023


As of 31 December 2022

Long-term

 

32,619

 

53,722

Short-term

 

21,011

 

17,381

Total

 

53 630

 

71,103

 

Interest expense recognized:

Leased property


Leased server


Total

As of 31 December 2023

-


1,877


1,877

2,999


2,033


5,032

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%.

16.  Trade and other receivables

 

31 December 2023

 

31 December 2022

Trade receivables

1,126,412


2,924,351

Provision for bad debts

-


(6,702)

Prepayments

170,105


12,446

Total

1,296,517

 

2,930,095

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 2023

 

< 60 days

 

< 90 days

 

< 180 days

 

> 180 days

 

Total

Trade receivables

1,126,412


-


-


-


1,126,412

Provision for bad debts

-


-


-


-


-

Total

1,126,412

 

-

 

-

 

-

 

1,126,412

 

As of 31 December 2022

 

< 60 days

 

< 90 days

 

< 180 days

 

> 180 days

 

Total

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

 

17.  Cash and cash equivalents

Cash

 

31 December 2023

 

31 December 2022

Cash at bank


144,182


911,686

Total

 

144,182

 

911,686

18.  Trade and other payables

Trade payables

 

31 December 2023

 

31 December 2022

Trade payables


612,171


2,891,753

Other taxes and social security costs


-


8,068

Other payables and accruals


6,187


5,270

Total

 

618,358

 

2,905,091

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.

19.  Loans and borrowings

 

Long-term

 

 

 

31 December 2023

 

31 December 2022

Triple Dragon Funding Delta Ltd


Principal


2 120 000


1,625,000

AdTech Solutions Limited


Principal


323 043


385,000

AdTech Solutions Limited


Interest


74 882


-

Mobile Marketing LLC


Principal


40 000


40,000

Mobile Marketing LLC


Interest


9 085


5,712

Total

 

 

 

2 567 010

 

2,055,712

 

Short-term

 

 

 

31 December 2023

 

31 December 2022

Triple Dragon Funding Delta Ltd


Interest


94 950


38,038

AdTech Solutions Limited


Interest


-


46,570

Total

 

 

 

94 950

 

81,608

 

During the year ended 31 December 2023, 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.

20.  Other long-term and lease liabilities

Lease liabilities

Lease liabilities

 

31 December 2023

 

31 December 2022

Non-current liabilities


32,619

 

53,722

Current liabilities


21,011


17,381

Total

 

53,630

 

71,103

As at the year ended 31 December 2023 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.

21.  Other short-term liabilities

Other liabilities

 

31 December 2023

 

31 December 2022

VAT payable (tax agent)


154,494


152,914

Current lease liabilities


21,011


17,381

Other liabilities


12,069


-

Total

 

187,574

 

170,295

 

22.  Financial instruments

The Group's financial instruments may be analysed as follows:

Financial assets

 

31 December 2023

 

31 December 2022

Financial assets measured at amortised cost:




Cash at bank


144,182


911,686

Trade receivables


1,126,412


2,917,649

Other receivables


170,105


12,446

Total

 

1,440,699

 

3,841,781

 

Financial liabilities

 

31 December 2023


31 December 2022

Financial liabilities measured at amortised cost:




Trade payables


612,171


2,891,753

Other taxes and social security


-


8,068

Lease liabilities


53,630


71,103

Total

 

665,801

 

2,970,924

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 (2022: nil).

23.  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 2023

 

31 December 2022

Trade receivables

1,126,412


2,917,649

Prepayments

170,105


12,446

Total

1,296,517

 

2,930,095

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 2023:


Less than 6 months


6-12 months


Between 1 and 2 years


Between 2 and 5 years


Carrying amount

Trade and other payables

618,358


-


-


-


618,358

Corporation tax payable

18,062

 

-

 

-


-


18,062

Lease liabilities

10,428


10,583


32,619


-


53,630

Total

646,848

 

10,583

 

32,619

 

-


690,050

Contractual maturities of financial liabilities as of 31 December 2022:


Less than 6 months


6-12 months


Between 1 and 2 years


Between 2 and 5 years


Carrying amount

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

 

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. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.

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.

24.  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).

·      Sergey Konovalov - international group member (the ultimate beneficiary).

·      Vox Valor Holding LTD - international group member.

 

The affiliated parties of the Company are:

·      Mobile Marketing 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

24.1. Transactions with affiliated parties

·      Trade and other receivables - affiliated parties as of December 31:

Debtor

 

Affiliated party

 

Description 

 

2023

 

2022

Mobio Global Ltd


Adtech Solutions Ltd


Service agreement


453,264


-

Mobio Global Ltd


Mobile Marketing LLC


Service agreement


181,942


185,696

Mobio Global Ltd


Triple Dragon Services OÜ


Service agreement


-


650,586

Mobio (Singapore) Pte Ltd


Triple Dragon Services OÜ


Service agreement


-


44,500



 

 

Total:

 

635,206

 

880,782

·      Trade and other payables - affiliated parties as of December 31:

Creditor

 

Affiliated party

 

Description 

 

2023

 

2022

Mobio Global Ltd


Triple Dragon Services OÜ


Service agreement


-


145,623

Mobio (Singapore) Pte Ltd


Triple Dragon Services OÜ


Service agreement


-


125,094

Mobio Global Ltd


Mobile Marketing LLC


Audit fees charging


40,240


37,168

Mobio (Singapore) Pte Ltd


Mobile Marketing LLC


Audit fees charging


15,470


15,924



 

 

Total:

 

55,710

 

323,809

·      Other short-term assets and financial assets - affiliated parties as of December 31:

Debtor

 

Affiliated party

 

Description 

 

2023

 

2022

Mobio Global Ltd


Mobile Marketing LLC


Other assets


-


3,516



 

 

Total:

 

-

 

3,516

·      Loans - affiliated parties as of December 31:

Creditor

 

Affiliated party

 

Description 

 

2023

 

2022

Vox Capital Ltd

 

Triple Dragon Funding Delta Ltd

 

Principal

 

2,120,000

 

1,625,000

Vox Capital Ltd

 

Triple Dragon Funding Delta Ltd

 

Interest

 

94,950

 

35,038

Mobio Global Ltd


Adtech solutions Ltd


Principal


323,043


385 000

Mobio Global Ltd


Adtech solutions Ltd


Interest


74,882


46 570

Vox Capital Ltd


Mobile Marketing LLC


Principal


40,000


40,000

Vox Capital Ltd


Mobile Marketing LLC


Interest


9,085


5,712



 

 

Total:

 

2,661,960

 

2,137,320

·      Income and expenses - affiliated parties as of December 31:

Parent company

 

Affiliated party

 

Description 

 

2023

 

2022

Mobio Global Ltd


Adtech solutions Ltd


Sales revenue


1,921,105


-

Mobio Global Ltd


Triple Dragon Services OÜ


Sales revenue


880,082


5,256,060

Mobio (Singapore) Pte Ltd


Triple Dragon Services OÜ


Sales revenue


683,540


44,500

Mobio Global Ltd


Triple Dragon Services OÜ


Operating expenses


(38,500)


(1,806,281)

Mobio (Singapore) Pte Ltd


Triple Dragon Limited


Operating expenses


(34,807)


(680,484)

Mobio Global Ltd


Adtech solutions Ltd


Admin. expenses


(378)


-

Vox Capital Ltd


Triple Dragon Funding Delta Ltd


Interest expenses


(494,727)


(303,711)

Mobio Global Ltd


Adtech solutions limited


Interest expenses


(28,269)


(12,748)

Vox Capital Ltd


Mobile Marketing LLC


Interest expenses


(3,004)


(3,776)

Mobio Global Ltd


Adtech solutions limited


Other income


3,013


-

 

Remuneration paid to key management personnel:


Holding company


Subsidiary companies

 

Total

Directors Remuneration 2023

124,395


216,266

 

340,661

Directors Remuneration 2022

177,503


59,134

 

236,637

 

25.  Share capital and shares issued

 

31 December 2023

 

31 December 2022

Share capital

194,426


194,426

Share premium

13,424,392


13,660,572

Total

13,424,392

 

13,854,998

Shares issued:

Date

 

Share capital

 

Share premium

 

Exchange rate

 

Share capital

 

Share premium

 

 

GBP

 

GBP

 

 

 

USD

 

USD

07.05.2020


50,000


-


1,23467


61,733


-

08.10.2020


50,000


6,343,000


1,29461


64,731


8,211,725

14.10.2020


27,057


1,712,705


1,30223


35,235


2,230,329

31.12.2020


18,612


1,656,388


1,36631


25,429


2,263,143

15.07.2022


6,154


857,975


1,18580


7,298


1,017,387

22.07.2022


-


(248,287)


1,20100


-


(298,192)



151,823

 

10,321,752

 

 

 

194,426

 

13,424,392

In the report for 2023, an error was made in the presentation of information: the decrease in Shares premium due to the disposal of Mobile Marketing LLC was reflected not through Share premium, but through Translation differences. This error did not effect on total Equity. In the current report, the error is leveled out: the amount is reflected in the Share premium in correspondence with Translation differences in the Statement of changes in equity.


Share premium

 

Translation difference

Balance at 1 January 2023

13,660,572


(873,353)

Transactions with owners

(236,180)


236,180

Results from activities

-


418,895

Balance at 31 December 2023

13,424,392


(218,278)

26.  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 AIM 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



(3)

Total Consideration Shares to be issued on Admission

2,203,564,840



(4)

The fair value of the consideration given up

26,442,750




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/.       

 

27.  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.

28.  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.

29.  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

30.  Events after the reporting date

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 PARENT COMPANY FINANCIAL STATEMENTS

 

STATEMENT OF FINANCIAL POSITION

FOR THE PERIOD ENDED 31 December 2023

 

 

 

Notes

 

31 December 2023
£

 

31 December 2022
£

ASSETS

 






Non-current assets

 






Investments


3


26,443,350


26,442,751

Total non-current assets

 

 

 

26,443,350

 

26,442,751

 







Current assets

 






Trade and other receivables


4


5,336


11,770

Cash at bank




314


145,564

Total current assets

 

 

 

5,650

 

157,334

TOTAL ASSETS

 

 

 

26,449,000

 

26,600,085

 







LIABILITIES

 






Current liabilities

 






Trade and other payables


5


259,569


305,742

Total current liabilities

 

 

 

259,569

 

305,742

 







TOTAL LIABILITIES

 

 

 

259,569

 

305,742

 

 






NET ASSETS

 

 

 

26,189,431

 

26,294,343








EQUITY

 






Share capital


9


1,440,000


1,440,000

Consideration Shares


10


26,442,750


26,442,750

Accumulated losses




(1,693,319)


(1,588,407)

TOTAL EQUITY

 

 

 

26,189,431

 

26,294,343



STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023

 


Notes

 

31 December 2023

£

 

31 December 2022

£

 






Sales revenue



-


-

Total income



-

 

-

 






Other operating expenses

2


(104,912)


(381,215)







OPERATING PROFIT / (LOSS)


 

(104,912)

 

(381,215)

 






Income tax expense



-


-







LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY


 

(104,912)

 

(381,215)

 






OTHER COMPREHENSIVE INCOME






Other comprehensive income



-


-

TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD


 

(104,912)

 

(381,215)



STATEMENT OF CHANGES OF EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

 


Notes

 

Share Capital

£

Consideration Shares

£

Retained earnings

£

Total equity

£

Balance at 1 January 2023

 

 

1,440,000

26,442,750

(1,588,407)

26,294,343

Proceeds from issuance of ordinary shares

 


-

-

-

-

Retained earnings

 


-

-

(104,912)

(104,912)

Other comprehensive income

 


-

-

-

-

Balance at 31 December 2023

 

 

1,440,000

26,442,750

(1,693,319)

26,189,431

 

 

 

 

Notes

 

Share Capital

£

Consideration Shares

£

Retained earnings

£

Total 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

 


-

(381,215)

(381,215)

Other comprehensive income

 


-

-

-

Balance at 31 December 2022

 

 

1 440 000

26 442 750

(1,588,407)

26,294,343

 

 

 

 



STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2023

 


Notes

 

31 December 2023

£

 

31 December 2022

£

Cash flow from operating activities

 





Loss before tax



(104,912)


(381,215)

Other expenses



1


-

Changes in working capital

 





Other payables



(213,790)


221,736

Other payables - related parties



173,451


159,304

Total cash provided by operating activities

 


(145,250)

 

(175)

 






Cash flow from financing activities

 





Proceeds from issuance of ordinary shares



-


-

Net cash generated from financing activities

 


-

 

-

 






Net increase / (decrease) in cash and cash equivalents

 


(145,250)

 

(175)

Cash and cash equivalents at beginning of year



145,564

 

145,739

Cash and cash equivalents at end of year



314

 

145,564



 

Company 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:

·      Vox Capital Plc                                     United Kingdom            100% ownership by Vox Valor Capital LTD

·      Mobio (Singapore) Pte Ltd         Singapore         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 businesses in the digital marketing, advertising and content sector.

The Company is controlled by Vox Valor Holding LTD (UK).

Final beneficiaries of The Company are: Peiter Van Der Pijl, Stefans Keiss, Pavel Vasilchenko and Sergey Konovalov.

Management (Directors)

Since 30 September 2022:

·      Konstantin Khomyakov

Going concern

At the reporting date, the Company had cash balance of £314.

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 (£).

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, 2023.

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 nor 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.   Current year earnings

 

Expenses

 

31 December 2023

£

 

31 December 2022

£

Audit & Accountancy fees


40,000


-

Professional service fees


30,803


-

RTO expenses


23,750


381,159

Accounts receivable written-off


6,435


-

Directors' Remuneration


6,250


-

Other income/expenses


(2,326)


56

Total

 

104,912

 

381,215

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 2023.

The Company has incurred indefinitely available tax losses of £1,319,058 (2022: £1,588,407) 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 2023, the Company had the subsidiaries:

Subsidiary undertakings

Country of incorporation

 

 

 



31 December 2023

 

31 December 2022

Vertu Capital Holding Ltd.

United Kingdom

-


100%

Vox Capital Pte

United Kingdom

100%


100%

Mobio (Singapore) Pte Ltd

Singapore

100%


-

 

Investment:

 

31 December 2023

£

 

31 December 2022

£

26,442,750


26,442,750

600


-

-


1

26,442,751

 

26,442,751

On 18 October 2023 the Sale-Purchase agreement was signed with Mobio Global Ltd on the purchase of 100% shares of Mobio (Singapore) Pte Ltd, the purchase price was $1,000.

On 23 February 2023 Vertu Capital Holding Ltd was disposed.

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 £26,442,749.57, 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.

On 7 May 2020 Vox Capital Pte was incorporated 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.   Trade and other receivables

 

31 December 2023

£

 

31 December 2022

£

Other receivables

-


6,434

Prepayments

5,336


5,336

Total

5,336

 

11,770

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.

5.   Trade and other payables

 

31 December 2023

£

 

31 December 2022

£

Non-trade creditors

-


26,849

Other creditors

91,952


266,893

Other creditors - related parties

167,617


-

Total

259,569

 

293,742

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.

6.   Financial instruments

The Company's financial instruments may be analysed as follows:

Financial assets

31 December 2023

£

 

31 December 2022

£

Financial assets measured at amortised cost:




Cash at bank

314


145,564

Other receivables

5,336


5,336

Total

5,650

 

150,900

 

Financial liabilities

31 December 2023

£


31 December 2022

£

Financial liabilities measured at amortised cost:




Other payables

91,952


293,742

Total

91,952

 

293,742

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 (2022: nil).

7.   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.

8.   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

 

31 December 2023

£

 

31 December 2022

£

Vertu Capital Holdings Limited


-


6,434

Total

 

-

 

6,434

 

Other payables

 

31 December 2023

£

 

31 December 2022

£

Vox Capital Ltd


167,017


-

Mobio Global UK


600


-

Total

 

167,617

 

-

9.   Share capital

 

Number of shares

 

Share capital

£

As at 31 December 2022

143,999,998


1,440,000

Additional

--


--

As at 31 December 2023

143,999,998

 

1,440,000

10.  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 £26,442,749.57, it was satisfied by the issue of the Consideration Shares at the Issue Price 1,2p.

 

11.  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.

12.  Events after the reporting date

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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