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