VERTU CAPITAL LIMITED
INTERIM REPORT AND FINANCIAL STATEMENTS
FOR THE MONTH ENDED 30 JUNE 2022
CHAIRMAN'S STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2022
I have pleasure in presenting the consolidated interim financial statements of Vertu Capital Limited (the Company) and its subsidiary (collectively referred as the "Group") for the period from 1 January 2022 to 30 June 2022.
During the financial period, the Group reported a net loss of £61,478 (£0.04p per share). As at 30 June 2022, the Group had cash in bank balance of £197,828.
As you are aware, on 30 June 2021 the Company announced its intention to acquire Vox Capital Plc, 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 proposed Intended Acquisition, once concluded, will constitute a Reverse Takeover (RTO) under the Listing Rules as the value of the consideration will exceed the Company's market capitalisation and it will result in a fundamental change in the business of the Company as it will own an operating business. As required, the shares of the company were suspended from trading while the RTO process is being undertaken. The board believe that the RTO process is currently at its final stages and I am confident that the transaction will be concluded soon.
I look forward to seeing better progress with the potential target acquisitions in the next few months with gratitude to our shareholders, for their continued support.
Kiat Wai Du
Non-Executive Chairman
30 September 2022
DIRECTOR'S STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2022
The main expense for the Group is its legal and professional costs. The management intends to monitor and control this to be cost efficient and minimise its net loss before a suitable acquisition.
The Board is actively pursuing the purchase of Vox Capital Plc and hopes to secure the acquisition in the near future. The purchase is subject to approval by the relevant authorities. The Board looks forward to providing further updates to shareholders in due course. Apart from this, the Board is actively reviewing a number of other potential acquisition opportunities across the sector, none of which have yet met the necessary criteria for selection.
Responsibility Statement
The Directors are responsible for preparing the Consolidated Interim Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).
The interim report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the first six months and their impact on the consolidated set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
· material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.
Director
30 September 2022
CONDENSED CONSOLIDATED STATEMENT OF COMPREHESIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| | | | 6 months period ended |
| 6 months period ended |
|
| | | 30-June-22 |
| 30-June-21 |
|
| | | | | |
| | Notes | | £ |
| £ |
|
| | | (Unaudited) |
| (Unaudited) |
|
| | | | | |
| Operating expenses | | | (61,478) | | (86,099) |
| OPERATING LOSS BEFORE TAXATION |
| | (61,478) |
| (86,099) |
| | | |
|
|
|
| Income tax expense | 3 | | - |
| - |
|
| | | | | |
| LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY |
| | (61,478) |
| (86,099) |
|
| | | | | |
| OTHER COMPREHENSIVE INCOME |
| | | | |
| Other comprehensive income | | | - |
| - |
|
| | | | | |
| TOTAL COMPREHENSIVE LOSS |
| | | | |
| FOR THE PERIOD |
| | (61,478) |
| (86,099) |
|
| | | | | |
| Basic and diluted loss per share (pence) | 4 | | (0.04) p |
| (0.07) p |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
| | | | As at |
| As at |
| As at |
|
| | | 30-Jun-22 |
| 31-Dec-21 |
| 30-Jun-21 |
|
| | | £ |
| £ |
| £ |
|
| Notes | | | | | | |
| | | | (Unaudited) |
| (Audited) |
| (Unaudited) |
| CURRENT ASSETS |
| | | | | | |
| Other receivables | | | 9,355 | | 50 | | 10,943 |
| Prepayments | | | - |
| 5,336 | | - |
| Amount owing by director | 7 | | 12,500 | | - |
| - |
| Cash and cash equivalents | | | 197,828 | | 311,000 | | 326,726 |
| | | | 219,683 |
| 316,386 |
| 337,669 |
| CURRENT LIABILITIES |
| | | | | | |
| Other payables | | | 34,739 | | 72,007 | | 47,068 |
| Accruals & Provision | | | 16,243 | | 14,200 | | - |
| Amount owing to directors | | | - |
| - |
| 1 |
| | | | 50,982 |
| 86,207 |
| 47,069 |
|
| | |
|
|
|
|
|
| NET ASSETS |
| | 168,701 |
| 230,179 |
| 290,600 |
|
| | | | | | | |
| CAPITAL AND RESERVE |
| | | | | | |
| Share capital | 5 | | 1,440,000 | | 1,440,000 | | 1,440,000 |
| Accumulated losses | | | (1,271,299) | | (1,209,821) | | (1,149,400) |
| TOTAL EQUITY |
| | 168,701 |
| 230,179 |
| 290,600 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| | | | | 6 months |
| 6 months |
|
| | | | period ended |
| period ended |
| 30-Jun-22 | 30-Jun-21 | |||||
|
| | | | £ |
| £ |
|
| | | | (Unaudited) |
| (Unaudited) |
|
| | | | | | |
| Cash flow from operating activities |
| | | |||
| Loss before tax | | | (61,478) | | (86,099) | |
| | | | | | ||
| Changes in working capital | | | | | ||
| Other receivables | | | (1,926) | | 382 | |
| Amount due to directors | | | (12,500) | | - | |
| Other payables | | | (37,268) | | 3,039 | |
| | | | | (51,694) | | 3,421 |
| Net cash flow used in operating activities | (113,172) |
| (82,678) | |||
|
| | | | | | |
| Cash flow from financing activities |
| | | |||
| Advances from directors |
| - |
| (21,917) | ||
| Proceed from issuance of new shares | - |
| 240,000 | |||
| Net cash flow from financing activities | - |
| 218,083 | |||
|
| | | | | | |
| Net decrease in cash and cash equivalents | (113,172) |
| 135,405 | |||
|
| | | | |||
| Cash and cash equivalents at beginning of period | 311,000 |
| 191,321 | |||
|
|
|
|
| |||
| Cash and cash equivalents at end of period | 197,828 |
| 326,726 | |||
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Period from 1 January 2022 to 30 June 2022 (unaudited)
| | Stated capital |
| Accumulated losses |
| Total |
|
| £ |
| £ |
| £ |
| As at 1 January 2022 | 1,440,000 |
| (1,209,821) |
| 230,179 |
| Loss for the period | - | | (61,478) | | (61,478) |
| Total comprehensive loss for the period | - |
| (61,478) |
| (61,478) |
| | | | | | |
| As at 30 June 2022 | 1,440,000 |
| (1,271,299) |
| 168,701 |
Period from 1 January 2021 to 30 June 2021 (unaudited)
| | | | Stated capital |
| Accumulated losses |
| Total |
|
| | | £ |
| £ |
| £ |
| As at 1 January 2021 | 1,200,000 |
| (1,063,301) |
| 136,699 | ||
| Additional share issued | 240,000 |
| - |
| 240,000 | ||
| Loss for the period | | - |
| (86,099) | | (86,099) | |
| Total comprehensive loss for the period | - |
| (86,099) |
| (86,099) | ||
|
| | | | | | | |
| As at 30 June 2021 |
| 1,440,000 |
| (1,149,400) |
| 290,600 | |
For the year ended 31 December 2021 (audited)
| | | Stated capital |
| Accumulated losses |
| Total |
|
| | £ |
| £ |
| £ |
| As at 1 January 2021 | 1,200,000 |
| (1,063,301) |
| 136,699 | |
| Additional share issued | 240,000 |
| - | | 240,000 | |
| Loss for the year | - |
| (146,520) | | (146,520) | |
| Total comprehensive loss for the year | - |
| (146,520) |
| (146,520) | |
|
| | | | | | |
| As at 31 December 2021 | 1,440,000 |
| (1,209,821) |
| 230,179 | |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
1. GENERAL INFORMATION
The Company 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 at the offices of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, PO Box 2804, Grand Cayman KY1-1112, Cayman Islands.
The Company's Ordinary shares are currently admitted to a standard listing on the Official List and to trading on the London Stock Exchange.
The interim financial statements comprise of financial information of the Company and its subsidiary (together referred to as the "Group")
The Company's nature of operations is to act as a special purpose acquisition company.
2. ACCOUNTING POLICIES
Basis of preparation
The consolidated interim financial statements for the six months period ended 30 June 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting. It is unaudited and does not constitute statutory financial statements. The comparative interim financial information covers the period ended 30 June 2021.
The consolidated interim financial statements have been prepared on a basis consistent with, and on the basis of, the accounting policies set out in the audited financial statements of the Group for the year ended 31 December 2021, which have been prepared in accordance with UK-adopted International Accounting Standards.
The consolidated interim financial statements are presented in British Pound Sterling ("£").
Application of new and revised International Financial Reporting Standards ("IFRSs")
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 Group in future periods.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
All intercompany transactions, balances, income and expenses are eliminated in consolidation
Going concern
The consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.
The Group had cash balance of £197,828 and on 30 June 2022, with £1,440 million ordinary shares as working capital which the Directors believe will be sufficient to pay ongoing expenses and pre-acquisition activities and to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of this report.
3. INCOME TAX EXPENSE
The Holding Company is regarded as resident for the tax purposes in Cayman Islands.
No tax is applicable to the Holding Company for the period ended 30 June 2022. As such no tax charge have been raised and no deferred income tax asset have been recognised in respect of losses. The subsidiary company is not subject to tax in the financial year as it did not have any source of income during the financial period
4. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the period. 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. There are currently no dilutive potential ordinary shares.
Loss per share attributed to ordinary shareholders
| | 6 months period ended |
| 6 months period ended |
|
| 30-June-22 | 30-June-21 | |
| | | | |
| Loss for the period (£) | (61,478) | | (86,099) |
| Weighted average number of shares (Unit) | 143,999,998 | | 122,651,932 |
| Loss per share (Pence) | (0.04) p | | (0.07) p |
5. SHARE CAPITAL
| | | Number of Share |
| | Share Capital £ |
|
| | | | | |
| As at 1 January 2022 | 143,999,998 | | | 1,440,000 | |
| As at 30 June 2022 | | 143,999,998 | | | 1,440,000 |
6. DIRECTORS EMOLUMENTS
| | | | 6 months |
| 6 months |
|
| | | period ended | period ended | |
|
| | | 30-Jun-22 | 30-Jun-21 | |
|
| | | £ |
| £ |
|
| | | | | |
| William Du Kiat Wai | 2,500 | | 2,500 | ||
| Shunita Maghji | 2,500 | | 2,500 | ||
| Simon James Retter | 12,500 | | 12,500 | ||
| | | | 17,500 |
| 17,500 |
7. RELATED PARTY TRANSACTIONS
The directors are considered to be key management, and their emoluments are disclosed in note 6.
During the period, the Group did not enter into any material transactions with related parties outside the Group.
| | | | | | |
| | | 6 months |
| | 6 months |
|
| | period ended |
| | period ended |
|
| | 30-Jun-22 |
| | 30-Jun-21 |
|
| | £ |
| | £ |
|
| | | | | |
| Amount due from directors | 12,500 | | | 1 | |
8. SUBSEQUENT EVENTS
There were no subsequent events after the reporting period.
For more information please visit the Company's website at www.vertucapital.co.uk.
* * ENDS * *
For further information:
| Vertu Capital Limited Du Kiat Wai "William" - Chairman
| +603 5613 3388 |
| | |
| Optiva Securities Ltd Jeremy King - (Financial Adviser)
| +44 (0) 20 3137 1904 |
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