VOX Vox Valor Capital Limited

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
As of 31 December 2022	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.

 

 

 

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