RNS Number : 7886X
Vox Valor Capital Limited
28 April 2023
 

 

Vox Valor Capital Limited

("Vox Valor" or the "Company")

 

Annual Results

 

Vox Valor (LSE: VOX), is pleased to announce its audited final results for the financial year ended 31 December 2022.

Period Highlights:

·    For the financial year ended 31 December 2022, Vox Valor reported revenue of USD 13.8 million, versus USD 7.0m in the previous financial period, and a gross profit of USD 29k versus an operating loss of USD 336k in the previous financial period.

·    Total comprehensive income for the year was a loss of USD 5.5m (versus a loss of USD 1.6m in the previous financial period), which is mainly caused by non-recurring expenditure and accounting write-offs and impairments in relation to the reverse take-over and the divestment of Mobile Marketing LLC.

·    During the financial year that ended 31 December 2022, Vox Valor completed the acquisition of Vox Capital (including the Mobio Global mobile marketing group), which transaction constituted a reverse take-over transaction (the "RTO"), and Vox Valor ceased its business operations in Russia and divested its 100% shareholding in Mobile Marketing LLC (the Russian operating subsidiary of Mobio Global Limited) in August 2022. Both the RTO transaction and the divestment of Mobile Marketing LLC have resulted in non-recurring expenditure and certain non-cash impairments that had a significant impact on the financial results of the Company.

Post Period Highlights:

·    The Company has entered into two non-binding term sheets in relation to the acquisition of two mobile game development and publishing businesses. These term sheets are non-binding, subject to final documentation and due diligence and subject to financing and board approval. The Company will make a further announcement once binding agreements have been entered into.

 

Commenting on the results John Booth, Chairman, said:

"On behalf of the entire board of directors I am pleased to announce the first results of Vox Valor as a publicly listed group. During 2022, we completed the reverse take-over transaction and divested Mobile Marketing LLC. The group has reported strong revenue growth and reached an operating profit. For the year ahead, we look forward to seeing Vox Valor grow further both organically and through mergers and acquisitions."

For additional information please contact:

 

John Booth (Chairman)

Konstantin Khomyakov (CFO)

Tel: +1 (345) 949-4544

Email: ir@voxvalor.com

Novum Securities Limited

David Coffman / George Duxberry

Tel: +44 (0)207 399 9400

 

About Vox Valor Capital Limited

 

Vox Valor Capital Limited is the holding company for Vox Capital Limited and its subsidiary companies (together the "Vox Group"). The Vox Group has a focus on making acquisitions of majority stakes in the marketing technology, digital content, mobile games/apps and digital marketing sector. Digital marketing technology and services and digital content/mobile games are large and fast-growing industries. The Vox Group's management team has a successful track record of operating, financing, and exiting businesses in this sector and has a network in this sector which generates a steady flow of leads and introductions to potential acquisition candidates. The Vox Group will target the acquisition of privately held businesses that can benefit from the access to liquidity and international scaling expertise that the Vox Group and its management team can provide.

Chairmans statement

Vox Valor Capital Limited is pleased to announce that its audited financial statements for the year ended 31 December 2022 have been published and are available on its website at www.voxvalor.com/investors.

We are very pleased to report a strong increase in revenues and the group achieving a modest operating profit. These results are very encouraging as this revenue growth and operating profit improvement has been achieved under very challenging circumstances as the operations of Vox Valor's mobile marketing unit Mobio Global were disrupted by Mobio Global ceasing its operations in Russia and the sale of Mobile Marketing LLC. For the current financial year, we are looking forward to growing Vox Valor both organically and through potential acquisitions.

 

Summary of Trading Results and Outlook

For the financial year ended 31 December 2022, Vox Valor reported revenue of USD 13.8 million (versus USD 7.0m in the previous financial period) and a gross profit of USD 29k (versus an operating loss of USD 336k in the previous financial period).

Total comprehensive income for the year was a loss of USD 5.5m (versus a loss of USD 1.6m in the previous financial period), which is mainly caused by non-recurring expenditure and accounting write-offs and impairments in relation to the reverse takeover ("RTO") and the divestment of Mobile Marketing LLC.

During the financial year that ended 31 December 2022, Vox Valor completed the acquisition of Vox Capital (including the Mobio Global mobile marketing group), which transaction constituted an reverse take-over transaction (the "RTO") under the Listing Rules., and Vox Valor ceased its business operations in Russia and divested its 100% shareholding in Mobile Marketing LLC (the Russian operating subsidiary of Mobio Global Limited) in August 2022. Both the RTO transaction and the divestment of Mobile Marketing LLC have resulted in non-recurring expenditure and certain non-cash impairments that had a significant impact on the financial results of the Company.

 

Financial Statements

 

Consolidated statement of profit or loss and other comprehensive income

for the year ended 31 December 2022

 


Notes

 

31 December 2022

 

30 September 2021

Operating income and expenses






Sales revenue

1


13,829,357


6,965,362

Total income



13,829,357

 

6,965,362







Operating expenses

2


(12,585,236)


(6,252,373)

Administrative expenses

4


(670,594)


(655,901)

Contractors fees



(346,514)


(281,838)

Right-of-use assets expenses



(38,290)


(50,226)

Depreciation of tangible/intangible assets



(23,664)


(32,347)

Professional services



(67,873)


(12,716)

Audit and accountancy fees



(68,142)


(10,299)

Marketing expenses



-


(4,851)

Other expenses



-


(464)

Total operating costs



(13,800,313)


(7,301,015)

 






OPERATING PROFIT / (LOSS)


 

29,044

 

(335,653)

 






Non-operational income and expenses






Non-operating income

7


70,989


64,424

Non-operating expenses

7

 

(8,387)


(1,982,294)

RTO Expenses

5

 

(2,723,648)


-

NET NON-OPERATING RESULT


 

(2,661,046)


(1,917,970)

 






Financial income and expenses






Interest income / (expenses)

8


(490,194)


(215,235)

Convertible note interest accruals



-


(5,569)

Financial income / (expenses)

6


(73,394)


22,816

NET FINANCIAL RESULT


 

(563,588)

 

(197,988)

 






PROFIT / (LOSS) BEFORE TAX


 

(3,195,590)

 

(2,451,511)

 






Profit tax



(15,492)


(36,488)

Deferred taxes

9


65,312


29,891

PROFIT / (LOSS) FOR THE PERIOD


 

(3,145,770)

 

(2,458,108)

 






OTHER COMPREHENSIVE INCOME






Revaluation reserve



(393)


854,196

Transactions with owners (business restructuring)

10


(1,509,883)


-

Exchange differences on translating foreign operations

30


222,601


(222,601)

Translation difference



(1,077,074)


203,721

OTHER COMPREHENSIVE INCOME


 

(2,364,749)

 

835,709

 


 

 

 

 

TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD


 

(5,510,519)

 

(1,622,399)

 


 

 

 

 

Basic and diluted loss per share

11

 

(0.14)

 

(0.12)

 

 

 

Consolidated statement of financial position as at 31 December 2022

 

 

 

Notes

 

31 December 2022

 

30 September 2021

ASSETS

 






Non-current assets

 






Investments


16


10,156,381


11,770,347

Goodwill


12


-


1,923,299

Right-of-use assets


15


66,156


118,867

Deferred tax assets


9


58,162


42,174

Tangible fixed assets


13


3,391


21,568

Intangible assets


14


7,038


7,176

Other long-term financial assets




-


2,684

Total non-current assets

 

 

 

10,291,128

 

13,886,115

 







Current assets

 






Trade and other receivables


17


2,930,095


1,743,871

Cash at bank


18


911,686


756,159

Inventories




-


33

Other short-term assets


19


3,516


136,176

Total current assets

 

 

 

3,845,297

 

2,636,239

TOTAL ASSETS

 

 

 

14,136,425

 

16,522,354

 







EQUITY AND LIABILITIES

 













EQUITY

 






Share Capital


28


194,426


187,128

Share premium


28


13,660,572


12,705,270

Share based payments




1,926,720


-

Revaluation reserve




854,196


854,196

Convertible notes reserve




-


393

Retained earnings




(6,944,622)


(2,288,969)

Exchange differences on translating foreign operations


30


-


(222,601)

Translation difference




(873,353)


436,473

TOTAL EQUITY

 

 

 

8,817,939

 

11,671,890

 







LIABILITIES

 






Non-current liabilities

 






Contingent consideration




-


1,307,503

Loans (long term)


21


2,055,712


1,000,000

Convertible notes




-


202,434

Other long-term liabilities


23


53,722


77,658

Total non-current liabilities

 

 

 

2,109,434

 

2,587,595

 







Current liabilities

 






Trade and other payables


20


2,905,091


1,965,047

Loans (short term)


21


81,608


22,565

Accrued expenses




34,235


10,656

Current tax liabilities




17,823


13,762

Other short-term liabilities


23, 24


170,295


250,839

Total current liabilities

 

 

 

3,209,052

 

2,262,869

 







TOTAL LIABILITIES

 

 

 

5,318,486

 

4,850,464

TOTAL EQUITY AND LIABILITIES

 

 

 

14,136,425

 

16,522,354

 

 

 

Consolidated statement of changes in equity for the year ended 31 December 2022

 


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

12,705,270

-

854,196

393

(2,288,969)

(222,601)

436,473

11,671,890

Transactions with owners

7,298

955,301

1,926,720

-

-

-

-

-

2,889,319

Results from activities

-

-

-

-

-

(3,145,770)

-

-

(3,145,770)

Other comprehensive income

-

-

-

-

(393)

(1,509,883)

222,601

(1,309,825)

(2,597,500)

Balance at 31 December 2022

194,426

13,660,572

1,926,720

854,196

-

(6,944,622)

-

(873,353)

8,817,939

 

 

 


Share Capital

Share premium

Revaluation reserve

Convertible notes reserve

Retained earnings

Exchange differences on translating foreign operations

Translation difference

Total equity

Balance at 30 September 2020

64,621

-

-

-

169,139

-

-

233,760

Transactions with owners

122,507

12,938,022

-

-

-

-

-

13,060,529

Results from activities

-

-

-

-

(2,458,108)

-

-

(2,458,108)

Other comprehensive income

-

-

854,196

393

-

(222,601)

203,721

835,109

Balance at 30 September 2021

187,128

12,938,022

854,196

393

(2,288,969)

(222,601)

203,721

11,671,890

 

 

Consolidated statement of cash flows for the year ended 31 December 2022

 


Notes


31 December 2022

 

30 September 2021

OPERATING ACTIVITIES

 





Profit / (loss) before taxation



(3,195,590)


(2,451,511)

Adjustments for

 





Depreciation of tangible/intangible fixed assets



23,664


32,347

Depreciation of right-of-use assets



38,290


50,226

Interest not paid (received)



51,562


22,565

Inventories



33


(33)

Trade and other receivables



(1,186,224)


(1,685,844)

Trade and other payables



940,044


1,948,671

Other assets



132,660


(138,860)

Other liabilities



(24,284)


328,500

Accrued expenses



23,579


10,656

Accrued interest



-


5,570

Tax accruals



-


13,762

Non-operating expenses



3,148,046


1,938,096

Cash generated from operations

 


(48,220)

 

74,145

 






Taxes reclaimed (paid)



-


-

Total cash flow from operating activities

 


(48,220)

 

74,145

 






INVESTMENT ACTIVITIES

 





Purchase /disposal of property, plant and equipment



(3,391)


(16,773)

Purchase /disposal of other intangible assets



(15,276)


(8,652)

Acquisition of subsidiaries, net of cash acquired



(291,747)


(319,836)

Total cash flow from investment activities

 


(310,414)

 

(345,261)

 






FINANCING ACTIVITIES

 





Capital increase



-


122,507

Loans given / received



625,000


1,000,000

Financial obligations (right-of-use)



(71,103)


(64,553)

Interest paid (right-of-use)



(5,032)


(8,853)

Convertible notes



-


194,340

Total cash flow from financing activities

 


548,865

 

1,243,441

 






NET CASH FLOW

 

 

190,231

 

972,325

 






Exchange differences and translation differences on funds



(34,704)


(216,297)

MOVEMENTS IN CASH FUND

 


155,527

 

756,028

 






Balance as of beginning of the period



756,159

 

131

Movement for the period



155,527


756,028

Balance as of the end



911,686

 

756,159

 

 

Notes to the consolidated financial statements, comprising significant accounting policies and other explanatory information for the year ended 31 December 2022

 

GENERAL INFORMATION

 

Vox Valor Capital LTD (the "Company").

 

Vox Valor Capital LTD (former Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The Company's registered office is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.

 

The Group comprises from the parent company Vox Valor Capital LTD and the following subsidiaries:

 

·      Vertu Capital Holding Ltd                    United Kingdom   100% ownership by Vox Valor Capital LTD

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

·      Vox Valor Capital Pte Limited             Singapore              100% ownership by Vox Capital Ltd

·      Initium HK Limited                               Hong Kong             100% ownership by Vox Capital Ltd

·      Mobio Global Limited                          United Kingdom   100% ownership by Vox Capital Ltd

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

·      Mobio Global Inc  .                               USA                         100% ownership by Mobio Global Limited

 

The principal activity of the Group is businesses in the digital marketing, advertising and content sector. The Group focuses on App, Mobile, Performance and has been providing the services for the promotion of mobile apps and games.

 

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

Final beneficiaries of the Group are: Pieter van der Pijl, Stefans Keiss, and Sergey Konovalov.

 

Management (Directors)

 

·      John G Booth (Chairman and Non-Executive Director)

·      Rumit Shah (Non-Executive Director)

·      Simon Retter (Non-Executive Director)

·      Konstantin Khomyakov (Finance Director)

 

Going concern

 

At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Management continues to adopt the going concern basis of accounting in preparing the financial statements.

 

ACCOUNTING POLICIES

 

The Consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards ("IFRS") and interpretations issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRIC").

 

The 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 30 September 2021 till 31 December 2022. The end of the reporting period of Vox Capital Ltd has been changed from 30 September to 31 December.
The Group has consolidated financial information of
Vox Capital Ltd for the period from 30 September 2021 till 31 December 2022 (15 months) and subsidiaries for the period from 1 January to 31 December. Due to disposal of the investment in Mobile Marketing LLC on August 2, 2022, income and expenses of Mobile Marketing LLC for 7 months of 2022 are taken into account in the consolidated financial statements.

 

 

 

 

General

 

An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligations can be measured with sufficient reliability.

 

If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured with sufficient reliability.

 

The income and expenses are accounted for during the period to which they relate. Revenue is recognized when control over service is transferred to a customer.

 

The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision. The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items in the financial statement.

 

Basis of consolidation

 

On 30 June 2021 the Company announced its intention to acquire Vox Capital Ltd, the parent company that wholly owns a mobile marketing agency, Mobio Global, and has shareholdings in an influencer marketing automation platform and a mobile app monetisation platform. The Acquisition is constituted a Reverse Takeover (RTO) under the Listing Rules as the value of the consideration exceed the Company's market capitalisation and it result in a fundamental change in the business of the Company as it will own an operating business. On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers.

 

Consolidated financial statements reflect the substance of the transaction. The substance of the transaction is Vox Capital Ltd, the accounting acquirer (operating company) has made a share-based payment to acquire a listing along with the listed company's cash balances and other net assets. The transaction is therefore accounted for in accordance with IFRS 2.

 

Vox Valor Capital LTD, the listed company still becomes a legal parent and continues to have filing obligations. As required by IFRS 10 'Consolidated Financial Statements' the legal parent has to prepare consolidated financial statements. Based on the IFRIC agenda decision, these consolidated financial statements are prepared using some of the guidance in IFRS 3 on reverse acquisition, but without recognizing goodwill. Therefore:

·      the consolidated financial statements of Vox Valor Capital LTD, the legal parent (listed shell company) are presented as a continuation of the financial statements of Vox, the operating company (the legal subsidiary, which is considered the accounting acquirer),

·      the transaction price is allocated to the identifiable assets and liabilities of the listed shell company on the basis of their fair values at the date of purchase,

·      any excess of the transaction price over the fair value of the assets and liabilities of the listed shell company represents a cost for obtaining a listing. This is accounted for as an expense as it does not represent an asset under IFRS,

·      no goodwill is recognized.

 

The Consolidated Financial Statements incorporate the financial information of Vox Capital Ltd and all its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control. The Company controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.

 

·      The Company acquired Vox Valor Capital LTD on 30 September (holding company)

·      The Company acquired Vertu Capital Holding Ltd on 30 September (holding company)

·      The Company acquired Vox Valor Capital Singapore Pte Limited on 8 October 2020 (holding company)

·      The Company acquired Initium HK Limited on 14 December 2020 (holding company)

·      The Company acquired Mobio (Singapore) PTE LTD on 14 October 2020.

·      The Company acquired Mobile Marketing, LLC on 14 October 2020 and sold on 2 August 2022

·      The Company acquired Mobio Global Inc. on 27 April 2022

 

Principles for foreign currency translation

 

The financial statements of the Group are presented in US dollars, which is the Group's presentation currency.

 

Receivables, liabilities, and obligations denominated in any currency other than USD are translated at the exchange rates prevailing as of the reporting date.

 

Transactions in any currency other than USD during the financial year are recognized in the financial statements at the average annual exchange rate. The exchange differences resulting from the translation as of the reporting date, taking into account possible hedging transactions, are recorded in the consolidated statement of profit or loss and other comprehensive income.

 

The nominal value of the share capital and other share components of the subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of sterling (GBP) and translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the Exchange differences on translating foreign operations in the statement of financial position.

 

Cross-rates USD/RUB are taken from the Central bank of the Russian Federation official site Official exchange rates on selected date | Bank of Russia (cbr.ru). Cross-rates GBP/USD, USD/SGD and average rate GBP/USD are taken from https://www.exchangerates.org.uk/ and closing rate GBP/USD is taken from the site Currency Exchange Rates - International Money Transfer | Xe.com.

 

GBP/USD

 

31.12.2022

 

30.09.2021

Closing rate


1.2101


1.3468

Average rate


1.2369


1.3727

 

Revenue

The Group's revenue comprises primary income from the provision of mobile marketing services in 2022 and 2021. Revenue is recognized when the related services are delivered based on the specific terms of the contract. The Group uses a number of different information technology ("IT") systems to track certain actions as specified in customer contracts. The calculation of charges for mobile marketing services is carried out automatically by the technology platform based on pre-defined key parameters, including unit price and volume. These IT systems are complex and process large volumes of data.

 

Records of mobile marketing services charges are generated in an aggregated amount for each category and are manually entered into the accounting system on a monthly basis.

 

Revenue recognition

Revenue is measured based on specific contract terms and excludes amounts collected on behalf of any third parties. Revenue is recognized when control over service is transferred to a customer.

The following is a description of principal activities from which the Group generates its revenue.

 

Revenue from mobile advertising services

Revenue from mobile marketing services primarily includes the income generated as a result of providing mobile marketing services by the Group. The Group utilizes a combination of pricing models and revenue is recognized when the related services are delivered based on specific contract terms, which are commonly based on:

 a) specified actions (i.e., cost per action ("CPA") or other preferences agreed with advertisers), or

 b) agreed rebates to be earned from certain publishers.

 

Specified actions

Revenue is recognized on a CPA basis once agreed actions (download, activation, registration, etc.) are performed. Individually, none of the factors can considered presumptive or determinative, because the Group is the primary obligor responsible for (1) identifying and contracting third-party advertisers considered as customers by the Group; (2) identifying mobile publishers to provide mobile spaces where mobile publishers are considered as suppliers; (3) establishing prices under the CPA model; (4) performing all billing and collection activities, including retaining credit risk; and (5) bearing sole responsibility for the fulfillment of advertising services, the Group acts as the principal of these arrangements and therefore recognizes the revenue earned and costs incurred related to these transactions on a gross basis.

 

Principal versus agent considerations - revenue from provision of mobile marketing services

Determining whether the Group is acting as a principal or as an agent in the provision of mobile marketing services requires judgements and considerations of all relevant facts and circumstances. The Group is a principal to a transaction if the Group obtains control over the services before they are transferred to customers. If the level of control cannot be determined, if the Group is primarily obligated in a transaction, has latitude to establish prices and select publishers, or several but not all of these factors are present, the Group records revenues on a gross basis. Otherwise, the Group records the net amount earned as commissions from services provided.

 

Segment reporting

In a manner consistent with the way in which information is reported internally to the Management (chief operating decision maker) for the purpose of resource allocation and performance assessment, the Group has one reportable segment, which is Mobile marketing business.

Mobile marketing business: this segment delivers mobile advertising services to customers globally through a Software-as-a-Service ("SaaS") programmatic advertising platform, top media and affiliate ad-serving platform.

No segment assets and liabilities information are provided as no such information is regularly provided to the Management for the purpose of decision-making, resources allocation, and performance assessment.

 

Revenue may be disaggregated by timing of revenue recognition:

-       Point in time, and

-       Over time.

Notes #1 specifies information about the geographical location of the Group's revenue from external customers. The geographical location of customers is based on the location of the customers' headquarters.

 

Cost of sales (operating expenses)

Cost of sales represents the direct expenses that are attributable to the services delivered. They consist primarily of payments to platforms and publishers under the terms of the revenue agreements. The cost of sales can include commissions where applicable.

 

Financial instruments

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability, or an equity instrument in accordance with the terms of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.

 

Trade and other receivables and trade and other payables

Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

 

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised costs using the effective interest method, less any impairment losses.

 

Other financial commitments

Financial commitments that are not held for trading purpose are carried at amortised cost using the effective interest rate method.

 

Goodwill and Other Purchased Intangibles

Goodwill, representing the excess of purchase price and acquisition costs over the fair value of net assets of businesses acquired, and other purchased intangibles.

 

The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated discounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.

 

Other purchased intangibles assessment

The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.

 

Intangible fixed assets

Concessions, Intellectual Property and Licenses are stated at cost less accumulated amortisation.

Amortisation is recognized in the income statements on a straight-line over the estimated useful life as follows:

·       Trademarks - 10 years.

·       Licenses - validity period.

·       Programs - 5 years.

 

Tangible fixed assets

Tangible fixed assets are stated at their historical cost less accumulated depreciation. Depreciation is recognized in the income statement in a straight-line basis over the estimated useful lives of each item of tangible fixed assets. The minimum cost to recognize an objects as a fixed asset is 3,000 USD. The annual depreciation rates applied are:

·      Technical and office equipment, computers - 3 years.

 

Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

·       Leases of low value assets; and

·       Leases with a duration of twelve months or less.

 

Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate placed at the official site of the Bank of England.

 

Variable lease payments are only included in the measurement of the lease liability if they depend on an index or on market rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

 

Right-of-use assets are initially measured at the amount of lease liability, reduced for any lease incentives received, and increased for:

·       Lease payments made at or before commencement of the lease.

·       Initial direct costs incurred; and

·       The amount of any provision recognised where the Group is contractually required to dismantle, remove, or restore the leased asset (typically leasehold dilapidations).

 

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to be made over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.

 

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and low-value assets, including IT equipment. The Group would recognise the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

Receivables

Upon initial recognition the receivables are included at fair value and then valued at amortised cost. The fair value and amortised cost equal the face value. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. All receivables are due within one year.

 

Cash

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.

The cash flow statement from operating activities is reported using the indirect method.

 

Provisions

These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

 

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.

 

Deferred taxes

A deferred tax liability / asset is recognized for any differences in commercial and fiscal valuation of the Group's assets and liabilities.

 

Taxation

Current tax is the tax currently payable based on the taxable profit for the year.

 

The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset. Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.

 

Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.

 

Inventories

Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Cost of inventory is determined on the weighted average cost basis.

 

Financial income and expenses

Financing income includes forex exchange and financial expenses include bank fee.

 

Possible impact of amendments, new standards and interpretations issued but not yet effective for the accounting period beginning on 31 December 2022

Up to date of issue of the financial statements, the IASB has issued a number of amendments and new standards, IFRS 17, Insurance contracts, which are not yet effective for the year ended 31 December 2022 and which have not been adopted in these financial statements.

These developments include the following which may be relevant to the Company (effective for accounting periods beginning on or after 1 January 2022):

- Amendments to IFRS 3, Reference to the Conceptual Framework

- Amendments to IFRS 4, Insurance costs

- Amendments to IFRS 16, Leases

- Amendments to IAS 1, Presentation of Financial Statements

- Amendments to IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors

- Amendments to IAS 12, Income taxes

- Amendments to IAS 16, Property, Plant and Equipment: Proceeds before Intended Use

- Amendments to IAS 37, Onerous Contracts - Cost of Fulfilling a Contract

- Annual Improvements to IFRSs 2018-2020 Cycle 1.

 

The Company is in the process of making an assessment of what the impact of these amendments, new standards and interpretations is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the financial statements.

 

ACCOUNTS BREAKDOWN AND NOTES

 

1.         Revenue

 

             Revenue arises from:

Country

 

31 December 2022

 

30 September 2021

 

UK


9,817,001


167,520

 

Russian Federation*


3,711,116


6,539,087

 

Singapore


297,932


258,755

 

USA


3,308


-

 

Total

 

13,829,357

 

6,965,362


 

Revenue is segmented by the country where it was received.

(*) Reflected the revenue received in the Russian Federation for the period from January 1 to August 2, 2022 (date of disposal of Mobile Marketing LLC).

2.         Operating expenses

 

Country

 

31 December 2022

 

30 September 2021

UK


9,336,308


1,545,175

Russian Federation*


2,424,584


4,695,363

Singapore


815,484


11,835

USA


8,860


-

Total

 

12,585,236

 

6,252,373

 

Expenses

 

31 December 2022

 

30 September 2021

Platforms and publishers' fees


10,976,611


5,615,118

Premium receivable from platforms


(82,439)


(230,797)

Contractor fees


1,327,870


366,483

Salary


306,220


398,864

Insurance contributions


50,806


66,282

Other


6,168


36,423

Total

 

12,585,236

 

6,252,373

 

Operating expenses include the cost of the services of third parties for the placement of advertising and information materials of the Group's clients and the salaries expenses and social contributions of employees.

(*) Reflected the amount of operating expenses incurred in the Russian Federation for the period from January 1 to August 2, 2022 (date of disposal of Mobile Marketing LLC).

 

3.         Operating segments

 

The operating segments identifies based on internal reporting for decision-making. The Group is operated as one business with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision maker) considers that the Group has one operating segment. Therefore, no additional disclosure has been represented.

Geographical disclosures are presented in the notes 1,2.

 

4.         Administrative expenses

 

31 December 2022

 

30 September 2021

Salary

184,052

 

195,551

Insurance contributions

30,619

 

20,558

Directors' remuneration

236,637

 

139,851

IT services and license fees

94,283

 

45,016

Audit and accounting fees

68,064

 

76,542

Business travel expenses

12,690

 

8,478

Material costs

5,879

 

10,084

Recruitment costs

3,602


66,995

Staff education and training

2,497


45,928

Other administrative expenses

32,271


46,898

Total

670,594

 

655,901

 

Staff details (administrative and operating)

Number of staff

 

31 December 2022

 

30 September 2021

UK


2


2

  including Director

 

2

 

2

Russian Federation


-


34

  including Director

 

-

 

1

Singapore

 

-

 

-

USA

 

4

 

-

  including Director


1


-

Total

 

6

 

36

 

Staff cost (operating and administrative)

 

 

31 December 2022

 

 

30 September 2021

Salary


490,272


195,551

Directors' Remuneration


236,637


139,851

Insurance contributions


81,425


20,558

Total

 

808,334

 

355,960

 

Current year audit fees USD 44,804 (equivalent of £40k), comparative USD 32,323 (equivalent of £24k).

 

Prior to their appointment as auditors for the year ended 31 December 2021 the auditors provided non-audit services as Reporting Accountants. USD 121,212 (equivalent of £90k) was charged in year ended 31 December 2022 following the completion of the RTO on September 2022.

 

5.         Reverse acquisition (RTO)

 

31 December 2022

Acquisition of Vox Capital Ltd (note 29)

1,856,898

Consulting fees

866,750

Total

2,723,648

 

6.         Finance income and financial expenses

 

31 December 2022

 

30 September 2021

Finance income

 

 

 

FX differences

-


41,808

Total

-

 

41,808

 

 

 

 

Finance expenses

 

 

 

FX differences

60,552


684

Bank fee

12,842


18,308

Total

73,394

 

18,992

 

7.         Non-operating income and expenses

 

31 December 2022

 

30 September 2021

Non-operating income

 

 

 

Accounts payable writing-off

-


60,503

Provision for bad debts

67,767


-

Other non-operating income

3,222


3,921

Total

70,989

 

64,424

 

 

 

 

Non-operating expenses

 

 

 

Goodwill impairment

-


1,948,096

Provision for bad debts

6,702


30,208

Other non-operating expenses

1,685


3,990

Total

8,387

 

1,982,294

 

8.         Interest income and expenses

 

31 December 2022

 

30 September 2021

Interest income

 

 

 

Interest on the bank account

139


4,818

Influence LLC, loan agreement 4 dd 19.08.2020

133


210

Interest income total

272

 

5,028


 

 

 

                Interest expenses

31 December 2022

 

30 September 2021

TDFD loan interest

303,711


211,410

Loan Note Interest Expense

172,440


-

AdTech loan

7,179


-

Mobile Marketing LLC

2,104


-

Rent interest

5,032


8,853

Total

490,466


220,263

 

9.         Taxation


31 December 2022

 

30 September 2021

Profit tax

 

 

 

UK corporation tax (19%)*

12,584


(13,998)

Russian corporation tax (20%)

(10,253)


(22,490)

Singapore corporation tax (17%)

(17,823)


-

USA corporation tax (21%)

-


-

Total current tax

(15,492)

 

(36,488)

 

 

 

 

Deferred tax UK

33,520


10,787

Deferred tax Russia

9,866


19,104

Deferred tax Singapore

866


-

Deferred tax USA

21,090


-

Deferred tax in Profit and Loss report

65,312

 

29,891





Taxation on profit on ordinary activities

49,820


(6,597)





Deferred tax in Statement of financial position - opening balance

42,174


12,761

Deferred tax in Statement of Profit and Loss during reporting period

65,312


29,891

Translation difference

(16,148)


(478)

Deferred tax in Statement of financial position - disposed companies

(33,176)


-

Deferred tax in Statement of financial position for the period

58,162


42,174

 

(*) Local reporting period for the Mobio Global UK is a financial year since June 1 until May 31 and the final amount of the profit tax payable will be calculated till the reporting date. According to the results of the local financial year for 2021, the Company received a loss, thus the amount of tax accrued in the reporting last year is reversed in the current year.

 

Reconciliation of tax expense 2022


Mobio Global

 

Mobile Marketing

 

Mobio Singapore

 

Mobio USA

 

Consolidation

adjustments

 

Total

Profit on ordinary activities before taxation

(176,422)


(5,782)


92,125


(100,285)


(2,461,213)


(2,651,577)

Tax rate

19%


20%


17%


21%


-


-

Profit on ordinary activities multiplies by standard rate

(33,520)


(1,157)


15,661


(21,060)


-


(83,942)

Effects of:












(a) Taxes not recognized

-


-


(1 296)


-


-


(1,296)

(b) Tax effect of permanent difference / temporary

-


(1,544)


-


-


-


(1,544)

(c) Actual taxes in reporting package

(14,308)


(9,077)


(866)


(21,060)


-


(45,311)

(d) Profit tax to be paid

-


10,253


17,823


-


-


28,076

(e) Translation difference

(19,212)


(789)


-


-


-


(20,001)

Total

(33,520)

 

(1,157)

 

15,661

 

(21,060)

 

-

 

(40,076)

Taxes in reporting package (c+d+e)

(33,520)

 

387

 

16,957

 

(21,060)

 

-

 

(37,236)

Profit tax 2021 cancelling

(12,584)


-


-


-


-


(12,584)

Total taxes in reporting package

(46,104)

 

387

 

16,957

 

(21,060)

 

-

 

(49,820)

 

Reconciliation of tax expense 2021


Mobio Global

 

Mobile Marketing

 

Mobio Singapore

 

Total

Profit on ordinary activities before taxation

16,899


(26,211)


130


(9,182)

Tax rate

19%


20%


17%


 

Profit on ordinary activities multiplies by standard rate







 

Effects of:







 

(a) Taxes not recognized

-


-


22


22

(b) Tax effect of permanent difference / temporary

-


(8,628)


-


(8,628)

(c) Actual taxes in reporting package

(10,605)


(18,941)


-


(29,546)

(d) Profit tax to be paid

13,998


22,490


-


36,488

(e) Translation difference

(182)


(163)


-


(345)

Total

3,211

 

(5,242)

 

(22)

 

(2,009)

Taxes in reporting package (c+d+e)

3,211

 

3,386

 

-

 

6,597

 

Due to operational losses there were no profit tax implications related to Vox Capital Ltd, Vox Valor Capital Ltd and Vertu Capital Holding Ltd.

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

 

 

 

 

 

 

 

 

 

 

9.1. Deferred taxes

 


As of 1 January 2022

 

Movements during reporting period

 

As of 31 December 2022

 

Deferred tax BS

 

Charge to

profit or loss

 

Translation difference

 

Deferred tax writing-off (investment disposal)

 

Deferred tax BS

Right-of-use assets

2,139


(949)


62


(312)


940

Property, plant and equipment

(4,500)


2,110


(546)


2,936


-

Intangible assets

-


(2,356)


44


974


(1,338)

Trade receivables (payables)

31,040


(25,831)


4,421


(36,627)


(26,997)

Borrowings

147


(27)


27


(147)


-

Provisions

13,348


(13,553)


205


-


-

Losses of previous years

-


87,026


(1,469)


-


85,557

Translation difference effect

-


18,892


(18,892)


-


-

Total

42,174

 

65,312

 

(16,148)

 

(33,176)

 

58,162

 


As of 1 January 2021

 

Movements during reporting period

 

As of 31 December 2021

 

Deferred tax BS

 

Charge to profit or loss

Translation difference

 

Deferred tax BS

Right-of-use assets

3,863


(1,717)

(7)


2,139

Property, plant and equipment

(6,508)


1,988

20


(4,500)

Trade receivables (payables)

(8,554)


40,104

(510)


31,040

Borrowings

(2,650)


2,817

(20)


147

Provisions

7,400


6,042

(94)


13,348

Losses of previous years

19,210


(19,343)

133


-

Total

12,761

 

29,891

(478)

 

42,174

 

10.       Transactions with owners (business restructuring)

 

Investment in Mobile Marketing LLC disposal

Given the current geopolitical context and uncertainty surrounding the sanction regime, on 22 July 2022 the Group disposed of Mobile Marketing LLC to Sergey Konovalov (international group member, the ultimate beneficiary), which became effective with the Russian registry on 2 August 2022. The consideration due from Sergey Konovalov to Mobio Global LTD as a result of the transfer was 303,660 USD. Mobio Global LTD applied the transfer consideration to repay part of the amounts owed (being at least 303,660 USD) by Mobio Global LTD to Vox Capital Ltd in respect intra-Group balances.

 

In connection with the deal on selling shares of Mobile Marketing LLC on August 2, 2022, the relevant amount of Contingent shares consideration was written-off the balance.

 

The sale of a subsidiary to an ultimate beneficiary is accounted for as an equity transaction with owners. The effect of restructuring of the business is as follows:

 

2022

Income from investment in Mobile Marketing LLC (Russia) sale

303,660

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:

 

The sale of a subsidiary to an ultimate beneficiary is accounted for as an equity transaction with owners. The effect of restructuring of the business is as follows:

 

2022

Income from investment in Storiesgain sale

122,400

Cost of investment

(505,960)

Effect on business restructuring

(383,560)

 

Total effect on business restructuring is a loss in amount of USD 1,509,883.

 

11.       Earnings per share

 

Basic (losses)/earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares outstanding during the year.

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As at 31 December 2022 the Group has outstanding Warrants issued to the NED Directors (Non-executive directors) and Stonedale Management and Investments Limited Ltd (Stonedale), which when exercised will convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333.

 

Stonedale Warrant Instrument

The Group and Stonedale entered into a warrant deed dated 30 September 2022, pursuant to which the Company had granted to Stonedale the Fee Warrants. The Fee Warrants represent 0.87 per cent of the Enlarged Ordinary Share Capital. The Fee Warrants are capable of being exercised for a price of £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 2022

 

31 December 2021

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


(3,145,770)


(2,458,108)

Number of ordinary shares


2,368,395,171


2,141,913,820

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


2,195,443,485


2,133,633,256

Loss per share (cent)


(0.14)


(0.12)

 

During a period where the Group or Company makes a loss, accounting standards require that 'dilutive' shares for the Group be excluded in the earnings per share calculation, because they will reduce the reported loss per share; consequently, all per-share measures in the current period are based on the weighted number of ordinary shares in issue.

12.       Goodwill

 

Information on goodwill occurred as a result of subsidiaries acquisition is presented in the table below:

 

 

31 December 2022

 

30 September 2021

Goodwill as of year beginning

1,923,299

 

-

Additions to Mobile Marketing LLC (Russia)

-


1,923,299

Additions to Mobio (Singapore) PTE LTD

 

-


1,948,096

Translation differences

-


-

Impairment



(1,948,096)

Sale

(1,923,299)


-

Goodwill of period end

-

 

1,923,299

 

Goodwill impairment test

 

On 22 July 2022 the Group disposed of Mobile Marketing LLC to Sergey Konovalov (international group member, the ultimate beneficiary). The amount of goodwill relating to Mobile Marketing LLC was written-off and reflected as an equity transaction with owners (Note 10.1).

 

As at 30 September 2021 the carrying values of the Group's goodwill was amounted to 1,923,299 USD relating to the acquisition of businesses of Mobile Marketing LLC (Russia) and Mobio Singapore (Singapore). The goodwill recognized from the acquisition of businesses have been allocated to the only the cash-generating unit (CGU) of the business.

 

The Management performs impairment assessments of goodwill annually, using the value in use method by preparing discounted cash flow forecasts derived from the most recent financial forecast approved by the Management. The preparation of discounted cash flow forecasts involves the exercise of significant judgement, particularly in estimating the revenue growth rates and the discount rates applied.

 

The recoverable amount of CGU is determined based on value-in-use calculations. These calculations use cash flow projection based on financial forecast approved by management covering an eight-year period. The key assumptions used in the estimation of the recoverable amount are pre-tax discount rate and budgeted revenue growth rate (average of financial forecasts period) set out below. The expected revenue growth rate is following the business plan approved by the Group. Pre-tax discount rate represents the current market assessment of the risks specific to the CGU, regarding the time value of money and individual risks of the underlying assets which have not been incorporated in the cash flow estimates.

 

In percent Pre-tax discount rate 12.41% (industry average 33.6%). Budgeted revenue growth rate (average of financial forecasts period) is 22% (industry average is 10.6%). The estimated recoverable amount of the CGU (Mobio (Singapore) PTE LTD) is less than its carrying amount resulting in attributable goodwill impairment of 1,948,096 USD.

 

13.       Tangible fixed assets

 

31 December 2022

 

30 September 2021

Cost

Computers, phones

 

Total

 

Computers, phones

 

Total

As of beginning of the period

93,346


93,346


-


-

Additions from the subsidiaries

-


-


77,150


77,150

Additions

7,110


7,110


16,773


16,773

Disposals

(14,443)


(14,443)


-


-

Disposals - subsidiaries sale

(83,986)


(83,986)


-


-

Translation difference

1,364


1,364


(577)


(577)

As of period end

3,391

 

3,391

 

93,346

 

93,346

 








Depreciation

 







As of beginning of the period

(71,778)


(71,778)


-


-

Additions from the subsidiaries

-


-


(53,028)


(53,028)

Depreciation charge

(9,497)


(9,497)


(19,213)


(19,213)

Disposals

14,443


14,443


-


-

Disposals - subsidiaries sale

67,938


67,938


-


-

Translation difference

(1,106)


(1,106)


463


463

As of period end

-

 

-

 

(71,778)

 

(71,778)

 








Net book value

 







As of beginning of the period

21,568


21,568


-


-

As of period end

3,391

 

3,391


21,568


21,568

 

Tangible fixed assets are amortized over 3 years. Depreciation expenses are included in profit and loss under the «Depreciation of tangible / intangible assets».

 

14.       Intangible assets

 

Intangible assets movement as of 31 December 2022:

 

Cost

Trademark

 

Programs

 

Licenses

 

Total

As of 30 September 2021

316

 

29,382

 

5,452

 

35,150

Additions

-


-


17,472


17,472

Disposals

-


-


(5,275)


(5,275)

Disposals - subsidiaries sale

(321)


(29,835)


(2,456)


(32,612)

Translation difference

5


453


(249)


209

As of 31 December 2022

-

 

-

 

14,944

 

14,944

Depreciation

 







As of 30 September 2021

(100)

 

(24,487)

 

(3,387)

 

(27,974)

Depreciation charge

(19)


(2,948)


(11,200)


(14,167)

Disposals

-


-


5,275


5,275

Disposals - subsidiaries sale

120


27,812


1,282


29,214

Translation difference

(1)


(377)


124


(254)

As of 31 December 2022

-

 

-

 

(7,906)

 

(7,906)

Net book value

 







As of 30 September 2021

216


4,895


2,065


7,176

As of 31 December 2022

-


-


7,038


7,038

 

Intangible assets movement as of 30 September 2022:

 

Cost

Trademark

 

Programs

 

Licenses

 

Total

As of 30 September 2020

-


-


-


-

Additions

295


27,394


9,498


37,187

Disposals

-


-


(4,068)


(4,068)

Translation difference

21


1,988


22


2,031

As of 30 September 2021

316

 

29,382

 

5,452

 

35,150

 








Amortisation

 







As of 30 September 2020

-


-


-


-

Amortisation charge

(89)


(21,850)


(7,083)


(29,022)

Disposals

(8)


(1,523)


3,702


2,171

Translation difference

(3)


(1,114)


(6)


(1,123)

As of 30 September 2021

(100)

 

(24,487)

 

(3,387)

 

(27,974)

 








Net book value

 







As of 30 September 2020

-


-


-


-

As of 30 September 2021

216

 

4,895

 

2,065

 

7,176

 

Amortization is recognized in the income statements using the straight-line method over the estimated useful life:

·       Trademarks - 10 years.

·       Licenses - validity period.

·       Programs - 5 years.

 

15.       Right-of-use assets

 

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

 

Cost

Leased property

 

Leased server

 

Total

As of 30 September 2021

92,170

 

93,261

 

185,431

Additions

-


77,850


77,850

Disposals

(23,561)


(94,698)


(118,259)

Disposals - subsidiaries sale

(70,029)


-


(70,029)

Translation difference

1,420


1,038


2,458

As of 31 December 2022

-

 

77,451

 

77,451

Depreciation

 





As of 30 September 2021

(23,042)

 

(43,522)

 

(66,564)

Depreciation charge

(18,854)


(19,436)


(38,290)

Disposals

23,561


52,084


75,645

Disposals - subsidiaries sale

18,854


-


18,854

Translation difference

(519)


(421)


(940)

As of 31 December 2022

-

 

(11,295)

 

(11,295)

Net book value

 





As of 30 September 2021

69,128


49,739


118,867

As of 31 December 2022

-


66,156


66,156

 

 

Right-of-use assets movement as of 30 September 2021:

 

Cost

Leased property

 

Leased server

 

Total

As of 30 September 2020

-


-


-

Additions

160,938


86,950


247,888

Disposals

(73,534)


-


(73,534)

Translation difference

4,766


6,311


11,077

As of 30 September 2021

92,170

 

93,261

 

185,431

 






Depreciation

 





As of 30 September 2020

-


-


-

Depreciation charge

(37,076)


(37,653)


(74,729)

Disposals

14,503


(4,546)


9,957

Translation difference

(469)


(1,323)


(1,792)

As of 30 September 2021

(23,042)

 

(43,522)

 

(66,564)

 






Net book value

 





As of 30 September 2020

-


-


-

As of 30 September 2021

69,128


49,739


118,867

 

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


Leased property

 

Leased server

 

Total

As of 31 December 2022

-

 

71,103

 

71,103

including:






long-term

-

 

53,722

 

53,722

short-term

-

 

17,381

 

17,381

 

 

 

 

 

 

As of 30 September 2021

64,267

 

59,696

 

123,963

including:






long-term

40,243

 

37,415

 

77,658

short-term

24,024

 

22,281

 

46,305







Interest expense recognized:

Leased property

 

Leased server

 

Total

As of 31 December 2022

2,999


2,033


5,032

As of 30 September 2021

5,562


3,291


8,853

 

The discount rate 2022 used in determining the present value of the lease liability was determined based on the borrowing rates placed at Bank of England official site (https://www.bankofengland.co.uk/statistics/effective-interest-rates) and consisted as follows:

-     Server lease right: 3.11%.

 

The discount rate 2021 used in determining the present value of the lease liability was determined based on the borrowing rates placed at the Bank of Russia official site and consisted of:

-       for the leased server: 4.65%

-       for the leased property (rental agreement 2021): 7.67%

 

16.       Investments in subsidiaries

 

Subsidiary undertakings

Country of incorporation

 

 

 



31 December 2022

 

30 September 2021

Vertu Capital Holding Ltd.

United Kingdom

100%


100%

Vox Capital Ltd

United Kingdom

100%


-

Mobio Global Ltd

United Kingdom

100%


-

Vox Valor Capital Pte Ltd

Singapore

100%


-

Initium HK Ltd

Hong Kong

100%


-

 

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

Mobio Global Limited was created as an acquisition purposes vehicle. During the period ended 30 September 2021, Mobio Global has acquired two subsidiaries, Mobile Marketing LLC and Mobio (Singapore) PTE LTD. Remuneration was paid partly in cash in the amount of 890,881 USD and partly by assuming liability from the shareholder (in the amount of 2,529,250 USD) and assuming contingent shares consideration (liability) in amount of 1,320,735 USD. Accordance with Sale-Purchase agreement dated July 22, 2022 the 100% shares in Mobile Marketing LLC was sold. The shares transferred to the buyer from the moment the corresponding entry was made in the Unified State Register of Legal Entities, on August 2, 2022.

 

On April 27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the total purchase price is 30,000 USD.

 

Subsidiary undertakings

Country of incorporation

 

 

 



31 December 2022

 

30 September 2021

Mobile Marketing LLC

Russian Federation

-


100%

Mobio (Singapore) PTE LTD

Singapore

100%


100%

Mobio Global Inc.

USA

100%


100%

 

The registered office of Mobile Marketing LLC is off. XLVII, floor 7, build.1, Novodmitrovskaya str., 2, Moscow, 127015, Russian Federation.

The registered office of Mobio (Singapore) PTE LTD is 1 George Street #10-01, One George Street, Singapore 049145.

The registered office of Mobio Global Inc. is 850 New Burton Road, Suite 201, Dover, DE 19904. USA

 

Investments at fair value

 

Investments at fair value

 

31 December 2022

 

30 September 2021

Airnow PLC shares


10,156,281


11,647,947

Storiesgain Pte Ltd shares


-


122,400

Total

 

10,156,281

 

11,770,347

 

Airnow PLC is incorporated in the United Kingdom. Its registered office is Salisbury House, London Wall, London, EC2M 5PS. The principal activity of Airnow PLC is the development of services to the mobile app community. The number of shares held in Airnow PLC is 5,736,847 and represents a 6.37% holding. The shares in Airnow PLC are directly held by Vox Valor Capital Singapore Pte Limited. There is no amount still to be paid in respect of these shares. No amount is owed either to or from Airnow PLC by the Vox Group.

 

17.       Trade and other receivables

 

31 December 2022

 

30 September 2021

Trade receivables

2,924,351


1,752,347

Provision for bad debts

(6,702)


(66,739)

Prepayments

12,446


58,263

Total

2,930,095

 

1,743,871

 

All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The Directors consider that the carrying value of trade and other receivables approximates to their fair value. The ageing of trade receivables is detailed below:

 

As of 31 December 2022

 

< 60 days

 

< 90 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

 

As of 30 September 2021

 

< 60 days

 

< 90 days

 

< 180 days

 

> 180 days

 

Total

Trade receivables

1,575,580

110,028


54,594


12,145

 

1,752,347

Provision for bad debts

-


-


(54,594)


(12,145)

 

(66,739)

Total

1,575,580

 

110,028

 

-


-

 

1,685,608

 

18.       Cash and cash equivalents

 

31 December 2022

 

30 September 2020

Cash at bank and in hand

911,686


756,159

Total

911,686

 

756,159

 

19.       Other short-term assets

 

31 December 2022

 

30 September 2021

VAT

-


124,271

Profit tax overpayment

-


3,834

Social tax prepayment

-


3,962

Other debtors

3,516


4,109

Total

3,516

 

136,176

 

20.       Trade and other payables

 

31 December 2022

 

30 September 2021

Trade payables

298,546


121,858

Contract liabilities

2,593,207


1,714,339

Other taxes and social security costs

8,068


125,838

Other payables and accruals

5,270


3,012

Total

2,905,091

 

1,965,047

 

The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing and are normally settled monthly.

 

21.       Loans and borrowings

 

Long-term

31 December 2022

 

30 September 2021

Triple Dragon Funding Delta Limited (TDFD)

1,625,000


1,000,000

AdTech Solutions Limited

385,000


-

Mobile Marketing LLC

45,712


-

Total

2,055,712

 

1,000,000

 

Short-term

31 December 2022

 

30 September 2021

AdTech Solutions Limited

38,038


22,565

Mobile Marketing LLC

46,570


-

Total

81,608

 

22,565

 

During the year ended 31 December 2022, the Group used a lending facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a floating charge that covers the property and undertakings of Vox Capital Ltd and Mobio Global Ltd. Interest is charged on the loan at a rate of 2.25% per calendar month.

 

On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech Solutions Limited. Final repayment date is March 1, 2024. Interest is charged on the loan at a rate of 7.5% per calendar month.

 

As of 31 December 2022 the debts on loan between Mobile Marketing LLC and Vox Capital Ltd (loan agreement dated 16 December 2020) is reflected as a loans and borrowings with third parties as Mobile Marketing LLC is no longer the part of the Group. Interest is charged on the loan at a rate of 7.5% per calendar month.

 

22.       Convertible notes

 

31 December 2022

 

30 September 2021

Net proceeds of issue

-


194,340

Equity component

-


(393)

Liability component

-


193,947

Interest to period end

-


5,569

Revaluation at year end

-


2,918

Convertible notes liability

-

 

202,434

 

Vox Capital Ltd issued the following convertible notes:

- August 13, 2021 EUR 169,500 Slowdive LTD

- October 20, 2021 USD 150,000 private investor

- October 25, 2021 USD 150,000 private investor

- December 02, 2021 EUR 80,000 Mutual Investments SIA

- December 28, 2021 EUR 440,000 Rare Pepe Collection

 

The convertible loan born interest from 6% till 20% per annum, payable on repayment, and was converted into Vox Capital Ltd shares. The convertible loans, save for $75,000, was converted into shares before acquisition.

 

23.       Other long-term and lease liabilities

 

Lease liabilities

 

31 December 2022

 

30 September 2021

Non-current liabilities

 

 

 

Lease liabilities

53,722


77,658

Current liabilities




Lease liabilities

17,381


46,305

Total

71,103

 

123,963

 

As at the year ended 31 December 2022 the Group leases a server for the purpose of storing files and documents. The Group does not lease any premises in London, Singapore and USA.

 

As at the year ended 30 September 2021 the Group leased an office building in Moscow for use by its staff. It also leased a server for the purpose of storing files and documents. The Group did not lease any premises in London and Singapore.

 

 

 

Interest expense recognized:

Leased property

 

Leased server

 

Total

As of 31 December 2022

2,999


2,033


5,032

As of 30 September 2021

5,562


3,291


8,853

 

The discount rate 2022 used in determining the present value of the lease liability was determined based on the borrowing rates placed at Bank of England official site (https://www.bankofengland.co.uk/statistics/effective-interest-rates) and consisted as follows:

-     Server lease right: 3.11%.

 

The discount rate 2021 used in determining the present value of the lease liability was determined based on the borrowing rates placed at the Bank of Russia official site and consisted of:

-       for the leased server: 4.65%

-       for the leased property (rental agreement 2021): 7.67%

 

24.       Other short-term liabilities

 

31 December 2022

 

30 September 2021

VAT payable (tax agent)

152,914


168,283

Salary liabilities

-


2,569

Provision for vacation

-


30,718

Current lease liabilities

17,381


46,305

Other liabilities

-


2,964

Total

170,295

 

250,839

 

25.       Financial instruments

 

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

Financial assets

31 December 2022

 

30 September 2021

Financial assets measured at amortised cost:




Cash at bank and in hand

911,686


756,159

Trade receivables

2,917,649


1,685,608

Other receivables

12,446


58,263

Total

3,841,781

 

2,500,030

 

Financial liabilities

31 December 2022


30 September 2021

Financial liabilities measured at amortised cost:




Trade payables

298,546


121,858

Contract liabilities

2,593,207


1,714,339

Other taxes and social security costs

8,068


125,838

Lease liabilities

71,103


123,963

Total

2,970,924

 

2,085,998

 

The Group's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised fair value gains of nil (2021: nil).

 

26.       Financial risk management

 

The Group is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All the Group's financial instruments are classified trade and other receivables. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

 

Credit risk

 

Generally, the Group's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:

 

31 December 2022

 

30 September 2021

Trade receivables

2,917,649


1,685,608

Prepayments

12,446


58,263

Total

2,930,095

 

1,743,871

 

Credit risk is the risk of financial risk to the Group if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement.

The Group's trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly by Directors. Any debtors over 30 days are reviewed by Directors every month and explanations sought for any balances that have not been recovered.

 

Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group's accounting policy.

 

The Directors are of the opinion that there is no material credit risk at the Group level.

 

Liquidity risk

 

Liquidity risk is the situation where the Group may encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs and to invest cash assets safely and profitably.

 

The tables below break down the Group's financial liabilities into relevant maturity groups based on their contractual maturities.

 

The amounts disclosed in the tables below are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant.

 

Contractual maturities of financial liabilities as of 31 December 2022

 


Less than 6 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

 

Contractual maturities of financial liabilities as of 30 September 2021

 


Less than 6 months


6-12 months


Between 1 and 2 years


Between 2 and 5 years


Carrying amount











Trade and other payables

1,965,047


-


-


-


1,965,047

Corporation tax payable

13,762

 

-

 

-


-


13,762

Lease liabilities

19,979


26,326


55,212


22,446


123,963

Total

1,998,788

 

26,326

 

55,212

 

22,446


2,102,772

 

Interest rate risk

 

The Group is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed interest rates.

 

Foreign currency risk

 

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily the Russian Ruble. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.

The Group's exposure to foreign currency risk at the end of the respective reporting period, expressed in Currency Units, was as follows:

 

Cash & cash equivalents


RUB


GBP


EUR








30 September 2021


41,820,662


1,284


105,394

31 December 2022


-


157,104


11,291

 

The Group is exposed to foreign currency risk on the relationship between the functional currencies of the Group companies and the other currencies in which the Group's material assets and liabilities are denominated. The table below summaries the effect on profit and loss had the functional currency of the Group weakened or strengthened against these other currencies, with all other variables held constant.

 



2022

 

2022

 

2022



RUB


GBP


EUR

10% weakening of functional currency


-


(15,710)


(1,129)

10% strengthening of functional currency


-


15,710


1,129

 



2021

 

2021

 

2021



RUB


GBP


EUR

10% weakening of functional currency


(4,182,066)


(128)


(10,539)

10% strengthening of functional currency


4,182,066


128


10,539

 

The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements.

 

Reputational risks

 

The Management of the Group believes that at present there are no facts that could have a significant negative impact on the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms of rendering services, as well as the participation of the Group in any price agreement. Accordingly, reputational risks are assessed by the Group as insignificant.

 

Fair value of financial instruments

 

The fair values of all financial assets and liabilities approximates their carrying value.

 

Country risks

 

4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion., multilateral sanctions and restrictions were imposed on work with certain Russian legal entities and individuals. These circumstances caused unpredictable volatility in the stock and currency markets, in energy prices, general price level, the Bank of Russia's key interest rate and restrictions on flow of certain groups of goods. It is expected that these events may affect the business of companies in various countries and industries.

One of the Directors of the Group is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the United Kingdom and other countries. Since 2 August 2022 the Group does not provide to and receive services from Russian companies.

 

The Management analyzes the current situation and possible solutions. At present, the duration of these events cannot be predicted and their impact on the future financial position and performance of the Group cannot be reliably assessed.

 

Other risks

 

The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services provision and compliance with information security of data. Also, the Group business depends on the availability, performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under the Group control.

 

The Group makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for providing advertising internet services.

 

27.       Related party disclosures

 

Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant influence in making financial and operational decisions.

 

The related parties of the Group are:

·      Petrus Cornelis Johannes Van Der Pijl - Director, international group member (the ultimate beneficiary).

·      Stefans Keiss - international group member (the ultimate beneficiary).

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

·      Vox Valor Capital Pte. LTD - international group member.

·      Vox Capital LTD - international group member. The shareholder of the Mobio Global LTD.

·      Vox Valor Capital LTD - international group member.

·      Vox Capital Holding LTD - international group member.

·      Vox Valor Holding LTD - international group member.

 

The affiliated parties of the Company are:

·      Mobile Marketing LLC - through S. Konovalov.

·      Influence LLC - through S. Konovalov.

·      Adtech solutions limited - through S. Konovalov

·      Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van Der Pijl

·      Triple Dragon Limited - through Petrus Cornelis Johannes Van Der Pijl

·      Triple Dragon Funding Delta Limited - through Petrus Cornelis Johannes Van Der Pijl

 

26.1. Transactions with related parties

 

·    Trade and other receivables - related parties (immediate parent company for the Group) as of December 31, 2022:

Creditor

 

Related party

 

Description

 

2022

 

2021

Vox Capital Ltd


Mobio Global LTD


"Setfords Law" LTD costs due from PLC


8,591


9,604

Vox Capital Ltd


Mobile Marketing LLC


Loan agreement dated 16.12.2020
Principal amount


-


40,000

Vox Capital Ltd


Mobile Marketing LLC


Loan agreement dated 16.12.2020
Interest (7.5%)


-


3,106



 

 

Total:

 

8,591

 

52,710

 

·    Trade and other payables - related parties (immediate parent company for the Group) as of December 31, 2022

 

Debtor

 

Related party

 

Description

 

2022

 

2021

Vox Capital Ltd


Mobio Global LTD


Intercompany payments


2,448,048


3,016,947



 

 

Total:

 

2,448,048

 

3,016,947

 

26.2. Transactions with affiliated parties

 

·    Trade and other receivables - affiliated parties as of December 31, 2022:

Debtor

 

Affiliated party

 

Description

 

2022

 

2021

Mobio Global LTD


Triple Dragon Services OÜ


Service agreement


650,586


-

Mobio Global LTD


Mobile Marketing LLC


Service agreement


185,696


-

Mobio (Singapore) Pte LTD


Triple Dragon Services OÜ


Service agreement


44,500


-



 

 

Total:

 

880,782

 

-

 

·    Trade and other payables - affiliated parties as of December 31, 2022:

Creditor

 

Affiliated party

 

Description

 

2022

 

2021

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


37,168


-

Mobio (Singapore) Pte LTD


Mobile Marketing LL


Audit fees charging


15,924


-



 

 

Total:

 

323,809

 

-

 

·    Other short-term assets and financial assets - affiliated parties as of December 31, 2022:

Debtor

 

Affiliated party

 

Description 

 

2022

 

2021

Mobio Global LTD


Mobile Marketing LLC


Other short-term assets


3,516


-

Mobile Marketing LLC


Influence LLC


Loan agreement (long term)


-


2,684

Mobile Marketing LLC


Influence LLC


Loan agreement (short term)


-


208



 

 

Total:

 

3,516

 

2,892

 

·    Loans - affiliated parties as of December 31, 2022:

Creditor

 

Affiliated party

 

Description

 

2022

 

2021

Mobio Global LTD


Adtech solutions limited


Loan agreement - principal


385,000


-

Mobio Global LTD


Adtech solutions limited


Loan agreement - interest


46,570


-

Vox Capital Ltd


Triple Dragon Funding Delta Limited


Loan agreement - principal


1,625,000


1,000,000

Vox Capital Ltd


Triple Dragon Funding Delta Limited


Loan agreement - interest


35,038


22,565

Vox Capital Ltd


Mobile Marketing LLC


Loan agreement - principal


40,000


-

Vox Capital Ltd


Mobile Marketing LLC


Loan agreement - interest


5,712


-



 

 

Total:

 

2,137,320

 

1,022,565

 

·    Income and expenses - affiliated parties as of December 31, 2022:

Parent company

 

Affiliated party

 

Description

 

2022

 

2021

Mobio Global LTD


Triple Dragon Services OÜ


Sales revenue


5,256,060


-

Mobio (Singapore) Pte LTD


Triple Dragon Services OÜ


Sales revenue


44,500


-

Mobio Global LTD


Triple Dragon Services OÜ


Operating expenses


(1,806,281)


-

Mobio (Singapore) Pte LTD


Triple Dragon Limited


Operating expenses


(680,484)


-

Vox Capital Ltd


Triple Dragon Funding Delta Limited


Interest expenses


(303,711)


-

Mobio Global LTD


Adtech solutions limited


Interest expenses


(12,748)


-

Mobile Marketing LLC


Influence LLC


Interest income


133


210

 

Remuneration paid to key management personnel:




Director's fees

 

 


Holding company


Subsidiary companies

 

Total

Directors remuneration 2022

177,503


59,134

 

236,637

Directors remuneration 2021

106,829


33,022

 

139,851

 

 

28.       Share capital

 

31 December 2022

 

30 September 2021

Share capital

194,426


187,128

Share premium

13,660,572


12,705,270

Total

13,854,998

 

12,892,398

 

Capital reduction

Given the current geopolitical context and uncertainty surrounding the sanction regime, 22 July 2022 the Group disposed of Mobile Marketing LLC to Sergey Konovalov. The consideration due from Sergey Konovalov to Mobio Global LTD as a result of the transfer was USD 303,660. Sergey Konovalov confirmed that he was willing to cancel 143,778 of his shares in the Vox Capital Ltd to finance the acquisition of Mobile Marketing LLC and Mobio Global LTD applied the transfer consideration to repay part of the amounts owed (being at least USD 303,660) by Mobio Global LTD to Vox Capital Ltd in respect intra-Group balances. As a result of that Vox Capital Ltd made the following reduction of capital:

(a) a reduction its share capital from £147,989.27 to £146,551.49 by cancelling and extinguishing 143,778 ordinary shares of £0.01 each; and

(b) a reduction of the share premium account from £9,712,093.16 by £248,286.72 to £9,463,806.44.

 

29.       Reverse acquisition

 

On 30 September 2022, the Company acquired the entire issued share capital of Vox Capital Ltd and its subsidiaries, a private company incorporated in United Kingdom, by way of a share-for-share exchange. Although the transaction resulted in the Vox Capital Ltd becoming a wholly owned subsidiary of the Company, the transaction constitutes a reverse acquisition in as much as the shareholders Vox Capital Ltd owned, post transaction, a majority of the issued ordinary shares of the Company.

 

In substance, the shareholders of the Vox Capital Ltd acquired a controlling interest in the Company and the transaction has therefore been accounted for as a reverse acquisition.

 

Accordingly, this reverse acquisition does not constitute a business combination and was accounted for in accordance with IFRS 2 Share-based payment and IFRIC guidance, with the difference between the equity value given up by the Vox Capital Ltd shareholders and the share of the fair value of net assets gained by the Vox Capital Ltd shareholders charged to the statement of comprehensive income as the cost of acquiring an Standard list quoted listing in the form of a share based payment expense.

 

In accordance with reverse acquisition accounting principles, these consolidated financial statements represent a continuation of the consolidated financial statements of Vox Capital Ltd and include:

a. the assets and liabilities of Vox Capital Ltd at their pre-acquisition carrying amounts and the results for both periods; and

b. the assets and liabilities of the Company as at 30 September 2021 and as at 31 December 2022.

 

Share-base-payment components of the reverse acquisition transaction are measured under IFRS 2. Equity-settled transactions are measured at the fair value of the assets and services acquired, if this fair value is reliably determinable. Fair value of The Company assets includes identifiable net assets and possibly unidentified assets or services, such as costs of listing.

 

The fair value of net assets of Vertu Capital Ltd at the date of acquisition was as follows:


GBP


USD

1.1150

Cash and cash equivalents

151,255


168,649

Other assets

5,386


6,005

Liabilities

(94,020)


(104,832)

Net assets

62,621

 

69,822

 

In accordance with Prospectus, published on 30 September 2022:



GBP


USD




1.1150

(1)

Shares in issue at the date of Prospectus

143,999,998



(2)

Issue Price

1.2p



(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/.              

 

30.       Exchange differences on translation foreign operations

 

31 December 2022

 

30 September 2021

Translation adjustment of the amount of investment

to Mobio Group

222,601


(222,601)

Total

-

 

(222,601)

 

In accordance with the Share purchase agreement (SPA) dated 14 October 2020, the amount of Investment acquired companies valuated in USD ($). The amount of Investment taken into account of Mobio Global LTD in GBP (£) using the conversing date GBP/USD on the date of transaction.

Since the Investment is a non-monetary item, it is reported at the historical rate of the transaction and is not revalued in local report of Mobio Global LTD (IAS 21, paragraph 23).

In accordance with paragraph 39 of IAS 21: "Assets and liabilities for each statement of financial position presented shall be translated at the closing rate at the date of that statement of financial position". The translation of the amount of Investment to presentation currency significantly changes the price specified in the SPA. The difference between the SPA price and the amount at the exchange rate at the reporting date is shown as other components of equity.

 

Disclosure on December 31, 2022

 

Notes

Date

 

Amount £

Amount $

Amount of Investment, beginning of the year

30.09.2021


£3,669,330

$4,740,866

Investment disposal



(£1 741 453)

($2 250 000)

Investment impairment



(£1 927 878)

($2 490 866)

Total investment

31.12.2022

 

-

-

Cumulated exchange differences on translating foreign operations reversing

 

 

                         

$222,601

 

Disclosure on 30 September 2021

 

Notes

Date

Rate

Amount £

Amount $

Amount of Investment on the date of transaction

14.10.2020

1.29320

£3,781,987

$4,890,866

Early payment discount

31.12.2020

1.33149

(£112,656)

($150,000)

Total investment

 

 

£3,669,330

$4,740,866

Investment recalculation to the presentation currency using the closing rate date as of 31.12.2021


1.3527


$4,963,467

Including:





Investment

 

 

 

$4,740,866

Exchange differences on translating foreign operations

 

 

 

($222,601)

 

31.    Capital management

 

The Group's objectives when managing capital are to:

-      Safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and benefits for other stakeholders, and

-      Maintain an optimal capital structure to reduce the cost of capital.

 

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

 

32.    Environmental, Social and Governance (ESG).

 

Environment

 

Carbon footprint reduction.

Vox Valor Capital is committed to cutting its carbon footprint across the Group, whilst also seeking to become more energy efficient. The Company has used online video conferencing platforms throughout the pandemic and, where practicable, will continue to promote this for the majority of internal meetings to minimize travel footprint.

 

Reducing waste.

All staff actively engage in the recycling of all waste materials wherever possible.

Software development and servicing marketing campaigns for customers. Business activity of the Group includes mainly working on computers with relatively small negative effect on the environment. Management uses new technologies providing economy on electric resources.

 

Social

 

Diversity & Inclusion

Vox Valor Capital is committed to the equal treatment of all employees and prospective employees regardless of their background, gender, race, marital status, ethnic origin, disability or sexual orientation. The Company recognizes how important its people are in the success of the business. The Group is proud to recruit, develop and retain the most talented people from all different backgrounds. Vox Valor Capital understands the importance of diversity across the business to foster collaboration and a culture which strives to deliver the Group's strategy.

 

Career development

The Board believes that good progression opportunities for our team members are offered within the Group's businesses.

 

Health and Safety

Vox Valor Capital holds health and safety as a standing focus, for employees. All health and safety incidents are reported to the senior management regularly.

 

Anti-slavery statement

The Group is committed to effective systems and controls being in place to ensure the Modern Slavery Act 2015 is upheld throughout the business and that partners and affiliates, throughout the supply chain, have similarly high standards and respect all local and international laws and regulations.

 

Governance

 

Corporate governance statement

The Board believes in the value and importance of strong corporate governance, at executive level and throughout the operation of the business, and in our accountability to all stakeholders.

 

Future ESG goals

The Company recognizes that further progress can be made towards a sustainable future and has set the following goals:

- encourage employees to use recyclable or biodegradable materials,

- continue to recruit locally,

- continue promoting recycling across the Group,

- establish an ESG/sustainability committee.

 

33.   Climate change

 

The Company takes into account the interconnection of climate risks with other types of risks and, on this basis, manages them as part of its overall risk management process. This analyses both transition risks (political, legal, technological, market, reputational, related to changes in demand and consumer preferences) and physical risks (related to the physical effects of climate change, natural disasters, extreme weather conditions) that may affect the company's operations. At the same time, the approach to identifying and assessing climate risks is based on the TCFD recommendations.

 

The Company's strategy on this issue is based on the results of a regular inventory of climate risks and their analysis, taking into account business continuity conditions and the impact on business processes for strategic and financial planning. The Company forecasts and takes into account macroeconomic and industry trends, long-term market trends and basic factors underlying the dynamics of demand, supply and demand for information products.

 

Based on this approach, the Company develops a Risk and Opportunity Management Program, the results of which are submitted for discussion by the Board of Directors with a regular assessment of the quality of such management

 

34.    Events after the reporting date

 

On 23 February 2023, Vertu Capital Holding Ltd. (UK) was disposed. No significant financial effect will be recognized in the financial statements for the year ending 31 December 2023 for that disposal.

 

On 31 January 2023 Group the Term sheet with Company 1. Company 1 is a music mobile app developer that believes that making music should be accessible everywhere and to everyone. Company 1 apps are easy and fun to use. They are among the leading music apps on Google Play and the App Store. The Transaction is expected to be completed on or before 31 May 2023.

 

On 31 January 2023 Group the Term sheet with Company 2. Company 2 create exclusive mobile games because they believe that this is the true future of game development. Created over a hundred mobile apps and games. Some of the products were ranked the Top-1 in App Store. The Transaction is expected to be completed on or before 30 June 2023.

 

In the period between the reporting date and the date of signing the financial statements for the reporting year, there were no other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the organization and which should be reflected.



 

VOX VALOR CAPITAL LIMITED

STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 

Statement of financial position as at 31 December 2022

 

All in GBP

 

Notes

 

31 December 2022

 

31 December 2021

ASSETS

 






Non-current assets

 






Investments




26,442,751


1

 

 

 

 

26,442,751

 

1

 







Current assets

 






Other receivables




-


-

Other receivables - related parties




6,434


165,739

Prepayments




5,336


5,336

Cash and cash equivalents




145,564


145,739

 

 

 

 

157,334

 

316,814

 







Current liabilities

 






Other payables

 



122,492


72,006

Accruals & Provision

 



12,000


12,000

 

 



134,492


84,006

 

 






NET ASSETS

 



26,465,593


232,808

 

 






Equity attributable to owners of the parent:

 






Share capital




1,440,000


1,440,000

Consideration Shares




26,442,750


-

Accumulated losses




(1,417,157)


(1,207,192)

TOTAL EQUITY

 

 

 

26,465,593

 

232,808

 









 


Statement of changes in equity for the year ended 31 December 2022

 

All in GBP

Notes

 

Share Capital

Consideration Shares

Retained earnings

Total equity

 

 

1,440,000

-

(1,207,192)

232,808

 


-

26,442,750

-

26,442,750

 


-

-

(209,965)

(209,965)

 


-

-

-

-

Balance at 31 December 2022

 

 

1,440,000

26,442,750

(1,417,157)

26,465,593

 

 

 

All in GBP

Notes

 

Share Capital

Consideration Shares

Retained earnings

Total equity

 

 

1,200,000

-

(1,060,921)

139,079

 


240,000

-

-

240,000

 


-

-

(146,271)

(146,271)

 


-

-

-

-

Balance at 31 December 2021

 

 

1,440,000

-

(1,207,192)

232,808

 

 



 

Notes to the financial statements, comprising significant accounting policies and other explanatory information for the year ended 31 December 2022

 

GENERAL INFORMATION

 

Vox Valor Capital LTD (the "Company").

 

Vox Valor Capital LTD (old name Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The registered office of the Company is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.

 

Subsidiaries:

·      Vertu Capital Holding Ltd                 United Kingdom  100% ownership by Vox Valor Capital LTD

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

 

Originally, the Company's nature of operations is to act as a special purpose acquisition company. On 30 September 2022, the Company purchased Vox Capital Plc and from that moment the principal activity of the Company is a business in the digital marketing, advertising and content sector.

 

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

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

 

Management (Directors)

Before 30 September 2022:

·      Kiat Wai Du,

·      Shunita Maghji

·      Simon Retter

 

Since 30 September 2022:

·      John G Booth (Chairman and Non-Executive Director)

·      Rumit Shah (Non-Executive Director)

·      Simon Retter (Non-Executive Director)

·      Konstantin Khomyakov (Finance Director)

 

Going concern

 

At the reporting date, the Company had cash balance of £145,564.

 

These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to be able to meet its liabilities as and when they fall due in the foreseeable future.

 

ACCOUNTING POLICIES

 

The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee ("IFRIC") interpretations.

 

The financial statements are presented in British Pound Sterling (£).

The notes are an integral part of the financial statements.

 

Reporting period

 

These financial statements represent the financial reporting period for the Company from January 1 till December 31, 2022.

 

General

 

An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligations can be measured with sufficient reliability.

 

If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured with sufficient reliability.

 

The income and expenses are accounted for during the period to which they relate. Revenue is recognized when control over service is transferred to a customer.

 

The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision. The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items in the financial statement.

 

Investments

 

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognized immediately in profit or loss (IAS 36 Impairment of Assets). Impairment losses are reflected in non-operating expenses of Statement of profit and loss and other comprehensive income. Reversals of impairment losses are reflected in non-operating income.

 

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

 

An associate is an entity, being neither a subsidiary not a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Entities in which the company has a long-term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.

 

The cash flow statement from operating activities is reported using the indirect method.

 

Financial instruments

 

Financial assets and financial instruments are recognised on the statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

 

Financial assets

 

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them.

 

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.

As at the reporting date, the Company did not have any financial assets subsequently measured at fair value.

 

Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

 

Derecognition of financial liabilities

 

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.

 

Taxation

 

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

 

Deferred income tax is provided for using the liability method on temporary differences at the reporting date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised.

 

The carrying amount of deferred income tax assets is assessed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to be recovered.

 

Operating segments

 

The operating segments identifies based on internal reporting for decision-making. The Company is operated as one business with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision maker) considers that The Company has one operating segment.

 

Standards and interpretations issued but not yet applied

 

A number of new standards and amendments to standards and interpretations have been issued by International Accounting Standards Board but are not yet effective and in some cases have not yet been adopted. The Directors do not expect that the adoption of these standards will have a material impact on the financial statements of the Company in future periods.

 

ACCOUNTS BREAKDOWN AND NOTES

 

1.     Other operating expenses

 

Expenses

All in GBP

31 December 2022

 

31 December 2021

 Brokerage fees


-


21,511

 Registrar & Depository Fees


-


15,555

 Directors' fees


-


35,000

 Regulatory charges


-


21,177

 Maintenance fee


-


-

 Secretarial fees


-


4,056

 Provision for audit fees


-


14,000

 Listing charges


-


24,945

 Office rental


-


8,453

 Loss on foreign exchange


-


-

 Penalty


-


1,225

 RTO expenses


209,909


349

 Bank charges


175


349

 Unrealised Currency Gains


(119)


1,225

Total

 

209,965

 

146,271

 

All expenses incurred during the reporting year were re-charged to Vox Capital Ltd as Reverse takeover (RTO) expenses

 

2.         Income tax expense

 

The Company is regarded as resident for the tax purposes in Cayman Islands. No tax is applicable to the Company for the year ended 31 December 2022.

 

The Company has incurred indefinitely available tax losses of £1,359,678 (2021: £1,207,192) to carry forward against future taxable income. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

 

 

 

3.         Investments in subsidiaries

 

As at the year ended 31 December 2022, the Company had the subsidiaries:

 

Subsidiary undertakings

Country of incorporation

 

 

 



31 December 2022

 

31 December 2021

Vertu Capital Holding Ltd.

United Kingdom

100%


-

Vox Capital Pte

United Kingdom

100%


100%

 

Investment:

All in GBP

31 December 2022

 

31 December 2021

Vertu Capital Holding Ltd.

1


1

Vox Capital Pte.

26,442,750


-

Total

26,442,751

 

1

 

On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers pursuant to which the Company agreed to acquire the entire issued share capital of Vox Capital Ltd for £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.

 

Vox Capital Pte was incorporated on 7 May 2020 as a vehicle to consolidate businesses in the digital marketing, advertising and content sector. To date, Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company and has also acquired an equity interest in another trading business: Airnow PLC, a UK based app monetisation and marketing group.

 

4.          Other receivables

All in GBP

31 December 2022

 

31 December 2021

Other receivables

-


50

Prepayments

5,336


5,336

Total

5,336

 

5,386

 

All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The Directors consider that the carrying value of trade and other receivables approximates to their fair value.

 

             Other receivables - related parties

All in GBP

31 December 2022

 

31 December 2021

Vertu Capital Holdings Limited

6,434


165,030

Total

6,434

 

165,030

 

5.         Cash and cash equivalents

All in GBP

31 December 2022

 

31 December 2021

Cash at bank

145,564


145,739

Total

145,564

 

145,739

 

6.         Other payables

All in GBP

31 December 2022

 

31 December 2021

Non-trade creditors

26,848


26,848

Other creditors

95,644


45,159

Total

122,492

 

72,007

 

The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing and are normally settled monthly.

 

7.         Financial instruments

 

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

 

Financial assets

31 December 2022

 

31 December 2021

Financial assets measured at amortised cost:

All in GBP


All in GBP

Cash at bank

145,564


145,739

Other receivables

5,336


5,386

Total

150,900

 

151,125

 

Financial liabilities

31 December 2022


31 December 2021

Financial liabilities measured at amortised cost:

All in GBP


All in GBP

Other payables

122,492


72,007

Total

122,492

 

72,007

 

The Company's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised fair value gains of nil (2021: nil).

 

8.         Financial risk management

 

The Company is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All the Company's financial instruments are classified trade and other receivables. The Company does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Company is exposed are described below:

 

Credit risk

 

The Company's credit risk is primarily attributable to deposits with banks. The Company manages its deposits with banks or financial institutions by monitoring credit ratings and limiting the aggregate risk to any individual counterparty. The Company's exposure to credit risk on cash and cash equivalents is considered low as the bank accounts are with banks with high credit ratings.

 

Liquidity risk

 

Liquidity risk is the situation where the Company may encounter difficulty in meeting its obligations associated with its financial liabilities. The Company seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs and to invest cash assets safely and profitably.

 

Interest rate risk

 

The Company is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed interest rates.

 

Reputational risks

 

The Management of the Company believes that at present there are no facts that could have a significant negative impact on the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms of rendering services, as well as the participation of The Company in any price agreement. Accordingly, reputational risks are assessed by the Company as insignificant.

 

Fair value of financial instruments

 

The fair values of all financial assets and liabilities approximates their carrying value.

 

Country risks

 

4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion, multilateral sanctions and restrictions were imposed on work with certain Russian legal entities and individuals. These circumstances caused unpredictable volatility in the stock and currency markets, in energy prices, general price level, the Bank of Russia's key interest rate and restrictions on flow of certain groups of goods. It is expected that these events may affect the business of companies in various countries and industries.

 

One of the Directors of the Company is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the United Kingdom and other countries. The Company does not provide to and receive services from Russian companies.

 

The Management analyzes the current situation and possible solutions. At present, the duration of these events cannot be predicted and their impact on the future financial position and performance of the Company cannot be reliably assessed.

 

Other risks

 

The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services provision and compliance with information security of data. Also, The Company business depends on the availability, performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under The Company control.

 

The Company makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for providing advertising internet services.

 

9.         Related parties transactions

 

Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant influence in making financial and operational decisions.

 

The related parties of The Company are:

·      Petrus Cornelis Johannes Van Der Pijl - the ultimate beneficiary

·      Stefans Keiss - the ultimate beneficiary

·      Sergey Konovalov - the ultimate beneficiary

·      Vox Valor Holding LTD

·      Vertu Capital Holding LTD

·      Vox Capital Plc

·      Mobio Global LTD

·      Mobio (Singapore) Pte LTD

·      Mobio Global Inc.

·      Vox Valor Capital Pte LTD

·      Initium HK LTD

·      Airnow Plc

 

Transactions with related parties

 

             Other receivables - related parties

All in GBP

31 December 2022

 

31 December 2021

Vertu Capital Holdings Limited

6,434


165,030

Total

6,434

 

165,030

 

10.       Share capital

All in GBP

Number of shares

 

Share capital

As at 31 December 2021

143,999,998


1,440,000

Additional

-


-

As at 31 December 2021

143,999,998

 

1,440,000

 

11.       Consideration Shares

 

On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers pursuant to which the Company agreed to acquire the entire issued share capital of Vox Capital Ltd (Vox Capital) for £26,442,749.57, it was satisfied by the issue of the Consideration Shares at the Issue Price 1,2p.

 

12.     Capital management

 

The Company's objectives when managing capital are to:

-      Safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and benefits for other stakeholders, and

-      Maintain an optimal capital structure to reduce the cost of capital.

 

In order to maintain or adjust the capital structure, The Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

 

13.     Events after the reporting date

 

On 23 February 2023, Vertu Capital Holding Ltd. (UK) was disposed.

 

In the period between the reporting date and the date of signing the financial statements for the reporting year, there were no other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the organization and which should be reflected.

 

The Company intends to expand its presence in the international advertising market in the coming years.

 

 

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