VOX VALOR CAPITAL LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2
COMPANY INFORMATION
Directors:
John G Booth (Non-Executive Chairman)
Konstantin Khomyakov (Finance Director)
Rumit Shah (Non-Executive Director)
Simon Retter (Non-Executive Director)
Company Number:
291725
Company Secretary
Konstantin Khomyakov
Registered Address:
Forbes Hare Trust Company Limited
Cassia Court
Camana Bay
Suite 716, 10 Market Street
Grand Cayman KY1-9006
Cayman Islands
Auditors:
Shipleys LLP
10 Orange Street
Haymarket, London
WC2H 7DQ
Bankers:
OCBC Bank
65 Chulia Street
OCBC Centre
Singapore 049513
Registrar:
Computershare Investor Services (Cayman)
Limited c/o
13 Castle Street,
St. Helier,
JE1 1ES
3
CONTENTS PAGE
Company information
2
Strategic review report – Chairman’s statement
4
Directors’ report
10
Independent auditors report to members
17
Consolidated Statement of comprehensive income
23
Consolidated Statement of financial position
24
Consolidated Statement of cash flow
25
Consolidated Statement of changes in equity
26
Notes to the Consolidated Financial Statements
27
Vox Valor Capital Limited Standalone Financial
Statements
54
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STRATEGIC REVIEW REPORT FOR THE YEAR ENDED 31 DECEMBER 2022
Chairman’s Report
Vox Valor Capital Limited (“Vox Valor” or the “Company”) is pleased to announce that its audited financial
statements for the year ended 31 December 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 constituted an RTO under the Listing Rules. 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.
Principal Risks and Uncertainties
RISKS RELATING TO MOBIO
Mobio’s strategy is focused on growth in relatively new markets
Mobio’s subsidiary Mobile Marketing LLC had been in operation for over eight years in Russia. However, as a
consequence of the current conflict in Ukraine, Mobio has now disposed of its interest in Mobile Marketing LLC.
This disposal did not alter the activities carried out by entities in the Mobio Group as they continued to utilise the
same intellectual property, technology, contractors and staff.
Since the acquisition of Mobio by Vox, Mobio has started to increase its European and American client base and
revenues and this will remain the focus of Mobio’s management team. On 13 April 2022, Mobio incorporated
Mobio Global Inc (“Mobio US”), which will be managed by Mr Sergey Konovalov which will be used as the
vehicle through which the Mobio Group intends to build its US business. The changes in business processes, the
relocation of key team members and the loss of revenue from its previous Russian operating subsidiary will cause
disruption to the Mobio Group and during this transition period, growth of the Mobio Group may be impacted.
There is also a risk that as Mobio Global and Mobio US are less mature, the Mobio Group’s business will not be
able to attract new clients and generate the desired volumes of revenue and profit. This means there is a risk that
the Mobio Group may not be successful in fully replacing the revenue loss caused by the disposal of Mobile
5
Marketing LLC (or achieving this in a timely manner), which if it should occur would have a significant adverse
impact on the financial performance and position of the Group.
There is a risk that changes in the policy of platforms may impact the timing of the revenue of Group
A key part of the service Mobio provides involves the use of third-party platforms such as Facebook Ads Manager,
Google Ads, the App Store or Google Play. In order to utilise these platforms Mobio is obliged to comply with
the policies of those platforms. There is always a risk that these platform providers may restrict or limit Mobio’s
ability to obtain non-personal data that is regularly utilised within the mobile marketing industry for purposes of
segmenting, targeting or tracking mobile marketing campaigns. For instance, as part of the release of iOS 14,
Apple specified that in 2021 app users would now need to opt in before their identifier for advertisers (“IDFA”)
can be accessed by an app. Apple’s IDFA is a string of numbers and letters assigned to Apple devices which
advertisers use to identify app users to deliver personalized and targeted advertising. Mobio previously used IDFA
to optimise user acquisition strategies and traffic campaigns. Although Mobio was able to adapt to these changes
and the impact on Mobio’s business was not material it did result in clients reducing their marketing budgets while
the effect of the IDFA depreciation was better understood which delayed the Mobio Group’s receipt of revenues
as campaigns were delayed or scaled back initially.
Mobio also uses platforms that are maintained by Apple and Google to advertise and market its clients’ apps
through app store optimisation techniques and paid app store advertising. Both Apple and Google have broad
discretion to make changes to such app management and advertising platforms or to change the manner in which
such systems function and their respective terms and conditions applicable to the use of such systems.
It is not possible to predict whether Apple and/or Google or other platform providers will change their policies. If
such a change in policy were to occur there is likely to be a period of adaptation and during this period revenue
may be reduced. Fortunately, these changes are often made with significant advance warning which gives Mobio
and other mobile marketing companies
Changes in algorithms used by platforms may affect the financial performance of Mobio
Mobio uses third-party platforms to market its clients’ content and applications including Facebook Ads Manager,
Google Ads and Iron Source. The effectiveness of Mobio’s mobile marketing campaigns may be impacted by
algorithms that are utilised by app stores or advertising networks or other platforms. Mobio’s ability to understand
these algorithms is key to Mobio’s service offering. Third-party platforms can change their algorithms and such
changes can reduce the effectiveness of Mobio’s marketing strategies or in the worst case make them redundant.
In the event that Mobio’s marketing strategies are less effective it will make Mobio’s services less attractive to
clients which will have a negative effect on Mobio’s revenue and its financial performance. It may also cause
Mobio to need to dedicate more internal resource to adapting to changes in algorithms which will divert resource
from other projects related to the longer-term success of Mobio. Mobio has implemented an internal quality
checking process that is designed to detect changes in algorithms as early as possible so that Mobio can adapt its
strategies as soon as practicable after the change. However, there can be no guarantee that these processes will
always be successful in detecting changes in algorithms or that Mobio will be able to adapt to the changes quickly.
Changes in privacy and data protection laws may negatively affect Mobio’s business
Mobio processes and stores data in the ordinary course of its business, including processing and storing of device
data for executing and optimising mobile marketing campaigns for its clients. Currently, rather than using personal
data, Mobio uses its ability to target or segment users based on certain features, such as geography, location,
device type, operating system, apps installed on a device or other features and such information can usually be
obtained and stored without identifying an individual consumer or app user. Mobio’s understanding is that in the
jurisdictions in which Mobio is active this is normally outside the scope of data privacy and protection regulations
and legislation.
Mobio believes it complies with the applicable data protection and privacy regulations in the relevant jurisdictions,
however, there is no guarantee that these data protection and privacy regulations will not be subject to change.
Mobio operates in a number of jurisdictions the vast majority of which are subject to complex laws relating to
privacy and data protection. The trend is for these data protection and privacy-related laws and regulations to
become more and not less restrictive. There is a risk that there may be changes to the privacy and data protection
6
in jurisdictions in which Mobio carries out business which result in greater regulatory oversight and increased
levels of enforcement and sanctions. For example, the European Union’s General Data Protection Regulation
(“GDPR”) came into force on 25 May 2018 and constituted a major reform of the EU legal framework on the
protection of personal data. Fines of up to four per cent. of global turnover can be levied for breaches of GDPR.
This complex legal and regulatory framework has resulted in a greater compliance burden for businesses
interacting with the EU and UK market.
If there are changes to data protection and privacy regulations which impose in greater compliance obligations on
Mobio this is likely to result in increased costs for Mobio and therefore for the Group. In particular, there is likely
to be additional cost of staff training in order to adapt to changing business practices and comply with new
regulations and legislation. Furthermore, such changes may impact on the marketing budgets that clients will
spend (or the timing thereof) and this may have a (temporary or more permanent) impact on Mobio’s revenue and
therefore indirectly affect the Group. In the event that Mobio is found to have breached data protection and privacy
regulations, it could be exposed to large fines which are likely to cause significant reputational damage to Mobio
which will be likely to have a significant negative effective on the financial performance of the Mobio Group.
Mobio is subject to credit risk through the default of a client
Mobio is subject to credit risk through the default of a client. Mobio is generally paid in arrears for a significant
proportion of its services and invoices are typically payable within 30 days for agency clients and up to 90 days
for direct-to-brand clients, which accounts for an increasing proportion of Mobio’s business mix. There can be no
assurance that one or more significant clients may not at any future time file for bankruptcy, become insolvent or
otherwise be unable or unwilling to pay sums due. In such event, Mobio may be unable to collect balances due to
it on a timely basis or at all. The damages, costs, expenses, or legal fees arising from lack of payment by a
significant client or other counterparty could have a material adverse effect on the business, revenues, results of
operations, financial condition or prospects of the Group.
RISKS RELATING TO THE GROUP
The Company is reliant on key executives and people
The Group’s business, development and prospects are dependent upon the continued services and performance of
its Directors and senior management and, in future, will be reliant on other key people. The experience and
commercial relationships of the Directors and senior management will help the Group execute its strategy. The
Directors believe that the loss of services of any existing senior management or, in future, key people, for any
reason, or failure to attract and retain necessary people, could adversely impact the business, prospects, financial
condition, results of operations and development of the Group.
Risk of additional UK, EU, UN and US sanctions against Russian individuals or entities
Certain persons and entities related to Russia were made the subject of UK, EU, UN and US sanctions following
Russia’s annexation of Crimea. Following Russia’s recent invasion of Ukraine in 2022 further persons and entities
with connections to Russia have been sanctioned by the United States, the EU and the UK. Currently the sanctions
situation is changing very quickly with no advance notice. These sanctions and the uncertainty concerning
additional future sanctions were considered undesirable for a publicly listed group and this was the key driver for
Vox Capital’s decision to sell Mobile Marketing LLC and cease trading with Russian clients. As a result of this
decision, this has meant that no company in the Group is incorporated in Russia and that none of the Group has a
banking relationship with a Russian financial institution. Also, the Group no longer transacts with Russian clients.
The Group still employs or engages contractors that are Russian nationals both inside and outside Russia. No
person employed or engaged by the Group or any entity in the Group is currently subject to any sanctions. None
of the Russian nationals engaged have political factors or other factors that would be likely to expose them to the
possibility of being personally sanctioned. Therefore, the Board’s assessment is that there is currently a very low
risk of a sanctions applying or effecting the Group in any way.
The main risk is that one or more sanctions regimes are expanded to indiscriminately target Russian nationals,
which the Board considers to be very unlikely as generally sanctions are targeted at a governmental regime and
parties related to that regime rather than the mass population of a particular country. If this were to occur there
would be period of disruption for the Group to re-organise the Group’s labour force so that it was unaffected by
7
sanctions. This disruption is likely to negatively affect the revenue of the Group, cause one off costs such as
recruitment costs and possibly an increase in the Group’s cost base due to needing to pay higher wages to attract
appropriately qualified staff. Therefore, this is likely to negatively affect the financial performance of the Group.
In any case, the Group has adopted a sanction policy and regularly cross checks all Russian national staff and
employees against sanctions lists.
RISKS RELATING TO THE COMPANY’S ACQUSITION STRATEGY
The Company may not successfully identify and complete further suitable acquisition opportunities in the
future
It is the Group’s strategy to grow the Mobio business and pursue acquisition opportunities that are complementary
to the Group’s business. Although Vox Capital is in discussions with a number of targets, the Company cannot
estimate how long it will take to conclude acquisitions or whether they will be concluded at all. If the Company
fails to complete a proposed acquisition (for example, because it has been outbid by a competitor or there is an
issue with the target company) it may be left with substantial unrecovered transaction costs. These costs will
reduce the Company’s cash reserves and this may mean the Company needs to raise further funds outside of the
Working Capital Period.
The desired synergies from acquisitions may not be realised
The Group level of profit will be reliant upon the existing business and the performance of any businesses
acquired. The success of the Company’s strategy in part depends upon the ability of the Group’s management
team to apply their financial and sectoral expertise to effect operational improvements in the acquired companies.
There can be no guarantee that if acquisitions are made that they will be a success and/or will be accreditive to
the profitability of the Group. This may be because the business does not perform as expected as, there are
difficulties in cross selling or up selling the Group’s offering to the acquired company’s clients or vice versa or
integrating sales efforts more generally. There can also be difficulties retaining and incentivising the staff of the
acquired business and retaining clients of the acquired business. In addition, even if the Company completes an
acquisition, general economic and market conditions or other factors outside the Company’s control could make
the Company’s operating strategies difficult or impossible to implement. All of these factors mean that the desired
synergies or economies of scale may not be achieved and therefore the acquisition has a negative effect on the
profits of the Group and takes up unexpected cash resource and management time. The Company will endeavour
to avoid these risks through extensive legal, financial and commercial due diligence and approaching every
acquisition with a plan on how it is to be integrated, however, there can be no guarantee that these plans will be
successful.
Acquisitions of private companies are subject to a number of risks
Although the Company is not ruling out acquiring a public company, it is focused on acquiring unlisted private
companies. Private companies may have limited operating histories and smaller market shares than publicly held
businesses making them more vulnerable to changes in market conditions or the activities of competitors. They
are also often dependant on a small number of key personnel who often will need to be motivated to stay with the
business to continue its previous success. The public disclosure requirements for private companies are usually
significantly less than for public companies and the Company will therefore be dependent on its due diligence and
assurances obtained from the seller or sellers to understand the risks related to the target business.
There can be no assurance that the due diligence undertaken with respect to a potential acquisition will reveal all
relevant facts that may be necessary to evaluate such acquisition including the determination of the price the
Company may pay. Also, the seller or sellers may provide information during due diligence process that may be
inadequate, incomplete, or inaccurate. If the due diligence fails to uncover material issues or such issues are not
disclosed, then the Company may have overpaid for the target business and/or need to provide the target business
with additional capital. This may result in the Group incurring substantial impairment charges or other losses.
Environmental, social and governance
Environmental
8
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.
9
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.
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.
A review of the Group’s approach to sustainability and societal impact during the year is set out below:
Climate Change
The Group recognise the increasing importance of climate change triggered by greenhouse gases (GHG) from
burning fossil fuels. We plan to publish targets across 2023/2024. We have made progress in reducing emissions
in our offices during 2022, although this needs to be seen in the context of impact of the COVID-19 pandemic
with the majority of our employees spending part of 2022 working from home. Total GHG emissions associated
with activities under direct control of management (Scope 1 and 2 emissions) remained at the same level in 2022
versus 2021. In terms of Energy efficiency, our energy usage was on the same level in 2022 compared with 2021.
Environmental
The Group’s operations are conducted in such a manner that compliance is maintained with legal requirements
relating to the environment in areas where the Group conducts its business. During the period covered by this
report, the Group has not incurred any fines or penalties or been investigated for any breach of environmental
regulations.
The Directors consider that, due to the nature of the Group’s operations. It does not have a significant impact on
the environment. However, the Group seeks to minimise its carbon impact and recognises that its activities should
be carried out in an environmentally friendly manner where practicable. The Group’s environmental impact is
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under continual review and the Group considers related initiatives on an ongoing basis. In 2022, these included:
continued reduction of waste and, where practicable, re-use and recycling of consumables; continued reduction
of usage of energy, water and other resources; ongoing upgrades to LED lighting; and reprogramming of certain
air conditioning and air handling systems to increase efficiency and implement timed shut downs when no
required.
Facilities and Office Environments
Management engages with its office provider and its facilities management provider to ensure a safe working
environment for our employees.
Environmental management is overseen by the Chief Executive Officer. The Group complies with the Companies
Act 2006 (Strategic Report and Directors Report) Regulations 2013. We are also reporting in compliance with the
Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018
known as SECR (Streamlined Energy Carbon Reporting). Energy consumption and GHG emissions have been
calculated in line with the UK Government’s Environmental Reporting Guidelines; including streamlined energy
and carbon reporting guidance (March 2019). There were no prosecutions or compliance notices for breaches of
environmental legislation during 2022.
Going Concern
The day to day working capital requirements and investment objectives is met by existing cash resources and the
issue of equity. At 31 December 2022 the Group had cash balance of USD 911k. The Group’s forecasts and
projections, taking into account reasonably possible changes in the level of overhead costs, show that the company
should be able to operate within its available cash resources. The directors have, at the time of approving the
financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for
the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the
financial statements.
On behalf of the board
John Booth
Chairman
27 April 2023
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their report together with the accounts of Vox Valor Capital Limited (’’the Company’’) and
its subsidiary undertakings (together ‘the Group’) for the year ended 31 December 2022.
Results and dividends
The trading results for the Group are set out in the Consolidated statement of comprehensive income and the
Consolidated statement of financial position at the end of the year.
The directors have not recommended paying dividends.
Directors
The following directors have held office during the period from 1 January 2022 till 30 September 2022 (the date
of Admission to the LSE Main market):
- Kiat Wai Du (“William”) (Non-executive Chairman– Resigning on Admission);
- Shunita Maghji (Non-executive Director – Resigning on Admission);
- Simon Retter (Non-executive Director).
The following directors have held office since 30 September 2022 (the date of Admission to the LSE Main
market):
- John G Booth (Non-Executive Chairman)
- Rumit Shah (Non-Executive Director)
- Simon Retter (Non-executive Director)
- Konstantin Khomyakov (Finance Director).
Details of the Continuing Directors
John G Booth, Non-Executive Director & Chairman
Mr. Booth has over 20 years' experience as a director and chairman of various private and public listed companies,
and environmental charities. He currently serves as the non-executive chairman of two other public listed
companies and as non-executive director and head of the audit and governance committees for another two.
He holds a BSc(Hons) in Biology and Environmental Science, LLB, JD and LLM in international finance, tax and
environmental law. He started his career as a commercial litigator before joining the non-dollar derivatives, tax
structuring desk of Merrill Lynch International in 1990. He then held increasingly senior positions with ICAP,
CEDEF, ABN AMRO Bank NV, CIBC, and the World Bank as a lawyer, investment banker, broker, and strategy
consultant over his career. From 2004 to 2012 he was a partner with JAS Financial Products LLP, an alternative
asset manager. From 2012 to 2017 he served as Chairman and CEO of Midpoint Holdings Limited, the world's
first peer-to-peer FX company which he co-founded and listed via reverse takeover. He has co-founded three other
businesses, and currently guest lectures on ESG in the graduate business school at Kings College London.
Rumit Shah, Non-Executive Director
Rumit is an experienced finance professional and a chartered accountant and member of the ICAEW (Institute of
Chartered Accountants in England and Wales). Rumit worked as a director at the structured finance department
of Deutsche Bank in London and was a partner at JAS Financial Products LLP and is currently the director and
owner of consultancy and investment firm Intrinzik Limited.
Simon Retter, (Non-Executive Director)
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Simon graduated from the University of Bristol in 2003 with a BSc Upper Second-Class Honours in Accounting
& Finance and started his career at Deloitte LLP where he qualified as a chartered accountant. He specialised in
corporate finance co-ordinating reporting accountant’s work for AIM IPOs, preparing Long-form/Accountants
Reports/Working Capital Reports and producing acquisition due diligence reports. Simon has been a Financial
Director at Paragon Diamonds Ltd since April 2010 whereas an original founding director he had sole
responsibility for managing the IPO process and has raised £9 million in new equity to date. Simon is also
currently a Non-Executive Director at Equatorial Mining & Exploration plc (AQSE: EM.P) and Finance Director
at a newly incorporated investment vehicle targeting the finance and technology sectors. Simon has extensive
experience in public markets, specifically reverse takeovers, IPOs, and secondary fundraising combined with high
pressure and dynamic environments encountered in the start-up and growth phase of businesses.
Konstantin Khomyakov, Finance Director
Konstantin is a finance professional, certified accountant and auditor, member of ACCA (Association of Chartered
Certified Accountants) with proven track-record of successfully completed audit, risk-management and consulting
projects. Konstantin is experienced in strategic planning, financial management and risk assessment, gained this
experience while working for clients and companies that were based in Russia, US, Europe and Central Asia,
leveraging 20+ years of corporate finance and audit expertise with market leaders such as KPMG. Konstantin
obtained an MBA degree from IMD business school.
Directors’ interests
At the date of this report the directors held the following beneficial interest in the ordinary share capital and share
options of the company:
Name
Number of Shares
in Ordinary Share
Capital
Number of
Warrants
Percentage of Ordinary
Shares held in Ordinary
Share Capital
Percentage of
Ordinary Shares
Fully Diluted
John G Booth
Nil
12,500,000
Nil
0.52%
Simon Retter
1
20,833,333
20,833,333
0.88%
1.73%
Rumit Shah
Nil
12,500,000
Nil
0.52%
Konstantin
Khomyakov
Nil
Nil
Nil
Nil
Substantial shareholders
The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 31
December 2022.
Party Name
Number of Ordinary Shares
% of Share Capital
Vox Valor Holding Limited
1,483,476,364
62.64
Sergey Konovalov
404,384,874
17.07
Pavel Vasilchenko
164,739,154
6.96
Auditors
Shipleys LLP has been appointed as the auditor of the Company with effect from 1 January 2022. A resolution
for the reappointment Shipleys LLP as audit of the Company will be proposed at the forthcoming annual general
meeting.
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Statement of directors' responsibilities
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare Group and parent company financial statements for each financial
year. Under that law the directors have elected to prepare the financial statements in accordance with UK adopted
International Accounting Standards. Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of
the group’s profit or loss for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether they have been prepared in accordance UK adopted International Accounting Standards
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and
company. They are also responsible for safeguarding the assets of the group and company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Company’s website.
Corporate Governance
The Board recognizes that good standards of corporate governance help the Company to achieve its strategic goals
and is vital for the success of the Company. The Company adopts proper standards of corporate governance and
follows the principles of best practice set out in QCA Corporate Governance Code (2019), as far as is appropriate
for the size and nature of the Company and the Group.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within the
foundations of the business. These principles are:
1. Establish a strategy and business model which promote long-term value for shareholders;
2. Seek to understand and meet shareholder needs and expectations;
3. Take into account wider stakeholder and social responsibilities and their implications for long tern success;
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation;
5. Maintain the board as a well-functioning balanced team led by the Chair;
6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
8. Promote a corporate culture that is based on ethical values and behaviours;
9. Maintain governance structures and processes that are fit for purpose and support good decision-making
by the Board; and
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders
and other relevant stakeholders.
The Company applies the above principles in its regular activities.
Principle 1 – Business Model and Strategy
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Vox Valor Capital Limited is a UK based technology investment Group. The Company completed a reverse
takeover of Vox Capital Limited in 2022.
Vox Capital Limited is as a vehicle to consolidate businesses in the digital marketing, advertising and content
sector. To date, Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital
marketing company and has also acquired an equity interest in another trading business: Airnow PLC, a UK based
app monetisation and marketing group. On 25 June 2022, Vox Capital sold its minority interest in Storiesgain Pte
Limited, a Singapore incorporated company operating an advertising exchange for Instagram influencers. In view
of the Russian invasion of Ukraine, Vox Capital decided to cease operations in Russia and on 22 July 2022 Vox
Capital sold its 100% interest in Mobile Marketing LLC (a Russian subsidiary of Mobio Global Limited), which
became effective with the Russian registry on 2 August 2022.For further information on the market, the future
strategy of the Company and the risks the Board consider to be the most significant for potential investors,
Shareholders are referred to Strategic Report in the latest Annual Report and Accounts (which is available on our
website).
Principle 2 – Understanding Shareholders‘ Needs and Expectations
Communication with shareholders is co-ordinated and led between the Chairman who is the Company’s principal
spokesperson with investors and other interested parties.
The Company is in dialogue with, and holds meetings with, shareholders and brokers representing private
shareholders as required, providing them with such information on the Company’s progress as is permitted MAR
and requirements of relevant legislation.
The Company regularly updates its website and releases news flow and operational updates. Communications are
also provided through the Company’s Annual and Interim Reports.
Shareholders are encouraged to attend the Annual General Meeting, which the Board believes is a good
opportunity to communicate directly with shareholders.
The Company discloses contact details on its website and on all announcements released via RNS, should
shareholders wish to communicate with the Board.
Principle 3 – Consider Wider Stakeholder and Social Responsibilities
The Board believes that its stakeholders (other than shareholders) are its employees, customers, suppliers and their
funders.
The Board recognises that the long-term success of the Company is reliant upon the efforts of the Company,
advisers and these stakeholders.
The Board makes every effort to communicate effectively with all stakeholders, to ensure that the Company
complies with contractual terms.
Principle 4 – Risk Management
The Board has overall responsibility for the determination of the Company’s risk management objectives and
policies and recognises the need for an effective and well-defined risk management process. The overall objective
of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s
competitiveness and flexibility. The Board is responsible for the monitoring of financial performance against
budget and forecast and the formulation of the Company’s risk appetite including the identification, assessment
and monitoring of the Company’s principal risks.
15
For further information on the risks the Board consider to be the most significant for potential investors,
Shareholders are referred to the Strategic and Directors’ Report contained in the latest Report and Accounts which
are available on the Company’s website.
Principle 5 – A Well-Functioning Board of Directors
The Board is responsible for the management of the business of the Company, setting the strategic direction of
the Company and establishing the policies of the Company. It is the Board’s responsibility to oversee the financial
position of the Company and monitor the business and affairs of the Company on behalf of Shareholders, to whom
the Directors are accountable. The primary duty of the Board is to act in the best interests of the Company at all
times.
The Board also addresses issues relating to internal control and the Company’s approach to risk management.
The Board consists of one Executive Director and three Non-Executive Directors, all of whom are considered to
be independent. All the Directors are expected to devote as much time to the affairs of the Company as may be
necessary to fulfil their roles.
Financial information submitted regularly to the Board includes balance sheets and profit & loss accounts;
together with analyses of movements in cash, trade debtors and creditors, and fixed assets.
Certain other high level decisions that cannot await the convening of a formal Board meeting may be agreed by
way of written resolutions. In such cases supporting papers are submitted to the directors and they are given the
opportunity to discuss the matter with other directors and executive management. Written resolutions are deemed
passed only if all directors vote in favour.
It is not practical or cost-justified for the whole Board to meet face-to-face at every board meeting. So where one
or more director is unable to be physically present, use is made of video-conference calls.
Principle 6 – Appropriate Skills and Experience of the Directors
The Company believes that the current balance of skills within the Board as a whole reflects a broad and
appropriate range of commercial, technical and professional skills relevant to the business.
The Directors have access to the Company’s external advisers e.g. lawyers and auditors as and when required and
are able to obtain advice from other external advisers when necessary.
All Directors have access to independent legal advice at the Company’s expense.
The Board will seek to take into account Board imbalances for future nominations, with areas to take into account
including gender balance.
Principle 7 – Evaluation of Board Performance
Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner.
Since 2023, the Board will formally review and consider the performance of each director at or around the time
of publication of the company’s annual report.
On an ongoing basis, board members maintain a watching brief to identify relevant internal and external
candidates who may be suitable additions to or backup for current board members.
The Company undertakes annual monitoring of personal and corporate performance. Responsibility for assessing
and monitoring the performance of the executive directors lies with the independent non-executive director.
16
Agreed personal objectives and targets including financial and non-financial metrics are set each year for the
executive directors and performance measured against these metrics.
The Board as a whole is mindful of the need for considering succession planning.
Principle 8 – Corporate Culture
The Board believes that the promotion a corporate culture based on sound ethical values and behaviours is
essential to maximise shareholder value in the medium to long-term. The Company recognises the importance of
promoting an ethical corporate culture, interacting responsibly with all stakeholders and the communities in which
the Company operates.
Guided by the Group’s core values of simplicity, empowerment, passion, innovation and authenticity, the Group
seeks to promote a culture where its people can thrive. For Vox, this means promoting strong business ethics and
putting in place policies and programmes to build trust with employees.
As a first priority, Vox seeks to uphold individual human rights in its operations and expects the same from all
partners. The Group’s policies outline the behaviours expected from employees and suppliers at all times and set
out the Group’s zero tolerance approach towards any form of modern slavery, discrimination or unethical
behaviour relating to bribery, corruption or business conduct.
The Group is committed to building an inclusive culture, where people feel able to be their best at work,
irrespective of age, race, sexual orientation, religion, national origin or gender.
Principle 9 – Maintenance of Governance Structures and Processes
The Board provides strategic leadership for the Company and operates within the scope of a robust corporate
governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves
setting the culture, values and practices that operate throughout the business, and defining the strategic goals that
the Company implements in its business plans.
The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule
of matters that are reserved as the responsibility of the Board. The CEO leads the development of business
strategies within the Group’s operations. The Board currently consists of one Executive Directors and three Non-
Executive Directors.
The Board considers that there is an appropriate balance between the Executives and Non-executives and that no
individual or small group dominates the Board’s decision making.
The Board has considered mechanisms by which the business and the financial risks facing the Company are
managed and reported to the Board. The principal business and financial risks have been identified and control
procedures implemented. The Board acknowledges its responsibility for reviewing the effectiveness of the
systems that are in place to manage risk and to provide reasonable but not absolute assurance with regard to the
safeguarding of the Company’s assets against misstatement or loss.
Internal controls
The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its
effectiveness. However, any such system of internal control can provide only reasonable, but not absolute,
assurance against material misstatement or loss. The Board considers that the internal controls in place are
appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s internal
control system include:
• Close management of the day to day activities of the Group by the executive Directors;
17
• Flat organisational structure with defined levels of responsibility, which promotes entrepreneurial decision
making and rapid implementation whilst minimising risks;
• A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and
cash flow, which is approved by the Board;
• Semi-annual reporting of performance against budget; and
• Central control over key areas such as capital expenditure authorisation and banking facilities.
The Company continues to review its system of internal control to ensure compliance with best practice, whilst
also having regard to its size and the resources available. The Board has Audit Committee and considers that the
introduction of an internal audit function is not appropriate at this juncture.
The Executive Director is responsible for implementing and delivering the strategy and operational decisions
agreed by the Board, making operational and financial decisions required in the day-to-day operation of the
Company, providing executive leadership to managers, championing the Company’s core values and promoting
talent management.
The Independent Non-Executive Directors contribute independent thinking and judgement through the application
of their external experience and knowledge, scrutinise the performance of management, provide constructive
challenge to the Executive Director and ensure that the Company is operating within the governance and risk
framework approved by the Board.
The Board reviews annually the effectiveness of its corporate governance structures and processes.
The Company has also implemented a code for Directors´ and employees´ dealings in securities which is
appropriate for a company whose securities are traded on the London Stock Exchange and is in accordance with
the requirements of the Market Abuse Regulation which came into effect in 2016.
Principle 10 – Shareholder Communication
The Board is committed to maintaining good communication with its shareholders and investors, providing them
with such information on the Company’s progress as is permitted by MAR and the requirements of the relevant
legislation.
The Board believes that the Company’s Annual Report and Accounts, and its Interim Report published after the
half year, play an important part in presenting all shareholders with an assessment of the Company’s position and
prospects.
The Annual General Meeting is the principal opportunity for private shareholders to meet and discuss the
Company’s business with the Directors. There is an open question and answer session during which shareholders
may ask questions both about the resolutions being proposed and the business in general. The Directors are also
available after the meeting for an informal discussion with shareholders.
Results of shareholder meetings and details of votes cast will be publicly announced through RNS and displayed
on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes
against resolutions.
All reports and press releases are published on the Group’s website: www.voxvalor.com/investors and the
Company will continue to keep its website up to date, participate in investor presentations, attend conferences and
release news flow and operational updates as appropriate.
Application of principles of good governance by the board of directors
18
There are regular board meetings each year and other meetings are held as required to direct the overall Company
strategy and operations. Board meetings follow a formal agenda covering matters specifically reserved for
decision by the board. These cover key areas of the Company’s affairs including overall strategy, acquisition
policy, approval of budgets, major capital expenditure and significant transactions and financing issues.
The board undertakes a formal annual evaluation of its own performance and that of its committees and individual
directors, through discussions and one-to-one reviews with the chairman and the senior independent director.
Statement of disclosure to auditors
Each person who is a Director at the date of approval of this Annual Report confirms that:
• So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are
unaware; and
• Each Director has taken all the steps that he ought to have taken as Director in order to make himself aware
of any relevant audit information and to establish that the Company’s auditors are aware of that information.
• Each Director is aware of and concurs with the information included in the Strategic Report.
Post Balance Sheet Events
Further information on events after the reporting date is set out in note 34.
Branches Outside the UK
The Group head office is in UK and the subsidiaries are located in US, Singapore and Hong Kong.
The Group chooses to report the review of the business, the future outlook and the risks and uncertainties faced
by the Company in The Strategic Report on page 4.
Directors’ Remuneration Report
Directors' emoluments
Salaries and Fees
2022
2021
John G Booth
12,101
-
Simon Retter
34,591
34,317
Rumit Shah
7,563
-
Konstantin Khomyakov
93,450
37,500
147,705
71,817
No pension contributions were made by the company on behalf of its directors.
The Company has one executive director.
The remuneration policy
It is the aim of the committee to remunerate executive directors competitively and to reward performance. The
remuneration committee determines the company's policy for the remuneration of executive directors, having
regard to the UK Corporate Governance Code and its provisions on directors' remuneration.
Service agreements and terms of appointment
The directors have service engagement contracts with the company.
No pension contributions were made by the company on behalf of its directors.
19
Approval by shareholders
At the next annual general meeting of the company a resolution approving this report is to be proposed as an
ordinary resolution.
This report was approved by the board on 27 April 2023.
On behalf of the board
__________________
John G Booth
Chairman
20
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF VOX VALOR CAPITAL LIMITED
Opinion
We have audited the financial statements of Vox Valor Capital Limited (the “Company”) and its subsidiary
undertakings (together referred to as the “Group”) for the year ended 31 December 2022, which comprise:
the consolidated statement of comprehensive income for the year ended 31 December 2022;
the consolidated and company statement of financial position as at 31 December 2022;
the consolidated statement of cash flows for the year ended 31 December 2022;
the consolidated and company statement of changes in equity for the year ended 31 December 2022;
notes to the financial statements, which include a summary of significant accounting policies and other
explanatory information.
In our opinion, the financial statements:
give a true and fair view of the state of the Group and Company ’s affairs as at 31 December 2022 and the
Group’s loss for the year then ended; and
have been properly prepared in accordance with UK-adopted International Accounting Standards.
Our opinion is consistent with our reporting to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and
applicable law. Our responsibilities under ISAs (UK) are further described in the Auditor’s Responsibilities for
the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the FRC’s Ethical Standard, as applicable to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical
Standard were not provided.
We have provided no non-audit services to the Company or its controlled undertakings in the period under audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s ability to continue to adopt the going concern basis of
accounting included carrying out a risk assessment which covered the nature of the group, its business model and
related risks including where relevant the impact of Coronavirus, the requirements of the applicable financial
reporting framework and the system of internal control. We evaluated the directors’ assessment of the group’s
ability to continue as a going concern, including challenging the underlying data and key assumptions used to
make the assessment, and evaluated the directors’ plans for future actions in relation to their going concern
assessment. Additionally, we reviewed and challenged the results of management’s stress testing, to assess the
reasonableness of economic assumptions on the Group’s solvency and liquidity position.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Company’s or Group’s ability to
continue as a going concern for a period of at least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it
could reasonably be expected to change the economic decisions of a user of the financial statements. We used the
concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.
21
Based on our professional judgement, we determined overall materiality for the financial statements as a whole
to be $276,618, based on approximately 2% of the Group’s turnover for the financial year.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the
audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the
judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to
the internal control environment. We determined performance materiality to be $207,404.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party
transactions and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of $13,831. Errors below that
threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
Our group audit was scoped by obtaining an understanding of the group and its environment, including the group’s
system of internal control, and assessing the risks of material misstatement in the financial statements at the group
level.
The Group has 3 components, Vox Valor Capital Limited (the listed legal parent company), Vox Capital Limited
(the UK registered holding company of Mobio Global Limited) and Mobio Global Limited (“Mobio”) (the main
operating business of the group). In approaching the audit, we considered how the group is organised and
managed.
Our group audit scope focused on the group’s principal operating business, Mobio, which was subject to a full
scope audit together with the listed legal parent company Vox Valor Capital Limited and Vox Capital Limited.
Shipleys LLP performed the audit of both Vox Valor Capital Limited and Vox Capital Limited. Bellerage Audit
LLC performed the audit of the Mobio component.
The group audit team was actively involved in the direction of the audit and specific audit procedures performed
by the component auditor along with the consideration of findings and determination of conclusions drawn. As
part of our audit strategy, we issued group audit engagement instructions and discussed the instructions with the
component auditor. A senior member of the group audit team met with the component auditor and performed a
review of the component audit files and we discussed the audit findings with the component auditor.
We performed a full scope audit on the Group in accordance with ISAs (UK).
We designed our audit by determining materiality and assessing the risks of material misstatement in the financial
statements. In particular, we looked at areas where the Directors made subjective judgements, which involved
making assumptions and considering future events that are inherently uncertain, such as their going concern
assessment.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance on our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
Going concern was identified as a key audit matter and has been addressed within the “Conclusions relating to
going concern” section of the audit report. We have determined that there are no other key audit matters to
communicate in our report. Our audit procedures in relation to the matter were designed in the context of our audit
opinion as a whole. They were not designed to enable us to express an opinion on the matter individually and we
express no such opinion.
Key audit matter
How our audit addressed the key audit matter
Revenue recognition
We carried out procedures to test the revenue and to
consider whether the application of the revenue recognition
policy was appropriate, having regard any contractual terms
and obligations. This also includes reviewing the work
22
carried out by the component auditors with regards to
revenue.
Based on this understanding, we considered if the
underlying income was recognised in accordance with the
stated accounting policy.
Management override of controls
We have reviewed journal adjustments and the rationale
behind them and have considered whether these have been
subject to potential management bias. From our procedures
carried out no adverse issues were identified with regards to
management override of controls.
Valuation of investments at Fair Value
The Group holds an Investment in Airnow plc at Fair Value,
representing a holding of 6.7%. Airnow plc is an unquoted
company and there is a risk in relation establishing the fair
value from reliable and independent market data.
We have reviewed the management’s assessment of the
valuation of the group’s investment in Airnow plc. The
directors were able to provide independent evidence of the
market value as at 31 December 2022.
Our procedures did not result in any significant findings
surrounding the accounting for the transaction based on the
audit evidence obtained.
Accounting for a reverse acquisition when the transaction
is not a business combination.
Acquisition of Vox Capital Limited:
The substance of the transaction is the accounting acquirer
(Vox Capital Limited, the 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
should therefore be accounted for in accordance with IFRS 2.
In addition, although a reverse acquisition involving a ‘non-
business’ listed company is not a business combination, the
listed company still becomes a legal parent and continues to
have filing obligations. Accordingly, 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 would be prepared using some of the guidance in
IFRS 3 on reverse acquisition, but without recognising
goodwill. Specifically:
• the consolidated financial statements of the legal parent
(Vox Valor Capital Limited) are presented as a continuation
of the financial statements of the operating company (Vox
Capital Limited, 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, and
• no goodwill is recognised.
We reviewed management’s assessment of whether the
reverse asset acquisition constituted a business
combination versus a share-based payment transaction. We
assessed the Company’s conclusions against the
requirements of the relevant accounting standards
including interpretation guidance and
authoritative support. These conclusions included:
• the use of reverse asset acquisition accounting as the
basis of preparation of the financial statements
• the determination that the transaction was a share based
payment, and
• the calculation of the share based payment cost resulting
from the transaction.
We reviewed the financial statement disclosure, including
the inclusion of current and comparative information in the
financial statements for compliance with accounting
expectations. We:
• agreed the principles of disclosure of the accounting
information and the adequacy of the accounting policies
explaining the accounting for the transaction.
Our procedures did not result in any significant findings
surrounding the accounting for the transaction based on the
audit evidence obtained.
23
Other Information
The other information comprises the information included in the annual report other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report. Our opinion on the non-statutory financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the non-statutory
financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in respect of these matters.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company and Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is
detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the Group operates,
focusing on those laws and regulations that have a direct effect on the determination of material amounts and
disclosures in the financial statements. The laws and regulations we considered in this context were relevant
company law and tax legislation in the jurisdictions in which the Group operates.
We identified the greatest risk of material impact on the financial statements from irregularities, including
fraud, to be the override of controls by management. Our audit procedures to respond to these risks included
enquiries of management about their own identification and assessment of the risks of irregularities, sample testing
on the posting of journals, and reviewing accounting estimates for biases.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances on non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the non-statutory financial statements. Also, the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment
by, for example, forgery or intentional misrepresentations, or through collusion.
24
Our audit testing might include testing complete populations of certain transactions and balances. However, it
typically involves selecting a limited number of items for testing, rather than testing complete populations. We
will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we
will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Appointment
We were appointed by the board on 21 February 2022. Our total uninterrupted period of engagement is 2 years.
Use of our report
This report is made solely to the Company’s members, in accordance with the terms of our engagement letter.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
BENJAMIN BIDNELL
Senior Statutory Auditor
For and on behalf of
SHIPLEYS LLP
Chartered Accountants and Statutory Auditor
10 Orange Street, Haymarket, London, WC2H 7DQ
28 April 2023
25
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
Total income
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)
(335,653 )
Non-operational income and expenses
Non-operating income
7
Non-operating expenses
7
(8,387 )
(1,982,294 )
RTO Expenses
5
(2,723,648 )
NET NON-OPERATING RESULT
(2,661,046 )
(1,917,870 )
Financial income and expenses
Interest income / (expenses)
8
(490,194 )
(215,235 )
Convertible note interest accruals
(5,569 )
Financial income / (expenses)
6
(73,394 )
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
PROFIT / (LOSS) FOR THE PERIOD
(3,145,770 )
(2,458,108 )
OTHER COMPREHENSIVE INCOME
Revaluation reserve
(393 )
Transactions with owners (business restructuring)
10
(1,509,883 )
Exchange differences on translating foreign operations
30
(222,601 )
Translation difference
(1,077,074 )
OTHER COMPREHENSIVE INCOME
(2,364,749 )
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR
THE PERIOD
(5,510,519 )
(1,622,399 )
Basic and diluted loss per share
11
(0.14
(0.12
VOX VALOR CAPITAL LIMITED
- 26 -
VOX VALOR CAPITAL LIMITED
- 27 -
Consolidated statement of financial position as at 31 December 2022
Notes
31 December 2022
30 September 2021
ASSETS
Non-current assets
Investments
16
Goodwill
12
Right-of-use assets
15
Deferred tax assets
9
Tangible fixed assets
13
Intangible assets
14
Other long-term financial assets
Total non-current assets
Current assets
Trade and other receivables
17
Cash at bank
18
Inventories
Other short-term assets
19
Total current assets
TOTAL ASSETS
EQUITY AND LIABILITIES
EQUITY
Share Capital
28
Share premium
28
Share based payments
Revaluation reserve
Convertible notes reserve
Retained earnings
(6,944,622 )
(2,288,969 )
Exchange differences on translating foreign
operations
30
(222,601 )
Translation difference
(873,353 )
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Contingent consideration
Loans (long term)
21
Convertible notes
Other long-term liabilities
23
Total non-current liabilities
Current liabilities
Trade and other payables
20
Loans (short term)
21
Accrued expenses
Current tax liabilities
Other short-term liabilities
23, 24
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
The notes to the financial statements form an integral part of these financial statements.
This report was approved by the Board and authorised for issue on 27 April 2023 and signed on its behalf by
……………………
Konstantin Khomyakov
Director
VOX VALOR CAPITAL LIMITED
- 28 -
Consolidated statement of changes in equity for the year ended 31 December 2022
Notes
Share
Capital
Share
premium
Share based
payments
Revaluation
reserve
Convertible
notes
reserve
Retained
earnings
Exchange
differences on
translating
foreign
operations
Translation
difference
Total equity
Balance at 30 September 2021
(2,288,969 )
(222,601 )
Transactions with owners
Results from activities
(3,145,770 )
(3,145,770 )
Other comprehensive income
(393 )
(1,509,883 )
(1,077,074 )
(2,364,749 )
Balance at 31 December 2022
(6,944,622 )
(873,353 )
Notes
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
Transactions with owners
Results from activities
(2,458,108 )
(2,458,108 )
Other comprehensive income
(222,601 )
Balance at 30 September 2021
(2,288,969 )
(222,601 )
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
Depreciation of right-of-use assets
Interest not paid (received)
Inventories
(33 )
Trade and other receivables
(1,186,224 )
(1,685,844 )
Trade and other payables
Other assets
(138,860 )
Other liabilities
(24,284 )
Accrued expenses
Accrued interest
Tax accruals
Non-operating expenses
Cash generated from operations
(48,220 )
Taxes reclaimed (paid)
Total cash flow from operating activities
(48,220 )
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
Loans given / received
Financial obligations (right-of-use)
(71,103 )
(64,553 )
Interest paid (right-of-use)
(5,032 )
(8,853 )
Convertible notes
Total cash flow from financing activities
NET CASH FLOW
Exchange differences and translation differences on funds
(34,704 )
(216,297 )
MOVEMENTS IN CASH FUND
Balance as of beginning of the period
Movement for the period
Balance as of the end
VOX VALOR CAPITAL LTD
- 30 -
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”).
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 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.
VOX VALOR CAPITAL LTD
- 31 -
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
VOX VALOR CAPITAL LTD
- 32 -
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
VOX VALOR CAPITAL LTD
- 33 -
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.
VOX VALOR CAPITAL LTD
- 34 -
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.
VOX VALOR CAPITAL LTD
- 35 -
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
VOX VALOR CAPITAL LTD
- 36 -
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
VOX VALOR CAPITAL LTD
- 37 -
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 32,323.20 (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
VOX VALOR CAPITAL LTD
- 38 -
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%)
-
-
VOX VALOR CAPITAL LTD
- 39 -
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.
VOX VALOR CAPITAL LTD
- 40 -
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
VOX VALOR CAPITAL LTD
- 41 -
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
-
VOX VALOR CAPITAL LTD
- 42 -
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 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 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
VOX VALOR CAPITAL LTD
- 43 -
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
VOX VALOR CAPITAL LTD
- 44 -
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%
VOX VALOR CAPITAL LTD
- 45 -
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)
VOX VALOR CAPITAL LTD
- 46 -
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
-
VOX VALOR CAPITAL LTD
- 47 -
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
VOX VALOR CAPITAL LTD
- 48 -
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
VOX VALOR CAPITAL LTD
- 49 -
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
VOX VALOR CAPITAL LTD
- 50 -
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
VOX VALOR CAPITAL LTD
- 51 -
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
“Setfords Law” LTD costs due
8,591
9,604
VOX VALOR CAPITAL LTD
- 52 -
LTD
from PLC
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
Influence LLC
Loan agreement (long term)
-
2,684
VOX VALOR CAPITAL LTD
- 53 -
LLC
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
VOX VALOR CAPITAL LTD
- 54 -
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
12,938,022
Total
13,854,998
13,115,150
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
VOX VALOR CAPITAL LTD
- 55 -
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)
VOX VALOR CAPITAL LTD
- 56 -
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.
VOX VALOR CAPITAL LTD
- 57 -
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 LTD
- 58 -
VOX VALOR CAPITAL LIMITED
STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VOX VALOR CAPITAL LTD
- 59 -
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
The notes to the financial statements form an integral part of these financial statements.
This report was approved by the Board and authorised for issue on 27 April 2023 and signed on its behalf by
……………………
Konstantin Khomyakov
Director
VOX VALOR CAPITAL LTD
- 60 -
Statement of changes in equity for the year ended 31 December 2022
All in GBP
Notes
Share
Capital
Consideration
Shares
Retained
earnings
Total equity
Balance at 1 January 2022
1,440,000
-
(1,207,192)
232,808
Proceeds from issuance of ordinary shares
-
26,442,750
-
26,442,750
Retained earnings
-
-
(209,965)
(209,965)
Other comprehensive income
-
-
-
-
Balance at 31 December 2022
1,440,000
26,442,750
(1,417,157)
26,465,593
All in GBP
Notes
Share
Capital
Consideration
Shares
Retained
earnings
Total equity
Balance at 1 January 2021
1,200,000
-
(1,060,921)
139,079
Proceeds from issuance of ordinary shares
240,000
-
-
240,000
Retained earnings
-
-
(146,271)
(146,271)
Other comprehensive income
-
-
-
-
Balance at 31 December 2021
1,440,000
-
(1,207,192)
232,808
VOX VALOR CAPITAL LTD
- 61 -
Notes to the financial statements, comprising significant accounting policies and other explanatory information for
the year ended 31 December 2022
GENERAL INFORMATION
Vox Valor Capital LTD (the “Company”).
Vox Valor Capital LTD (old name Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as
an exempted company with limited liability under the Companies Law. The registered office of the Company is Forbes Hare
Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands,
registration number 291725.
Subsidiaries:
Vertu Capital Holding Ltd United Kingdom 100% ownership by Vox Valor Capital LTD
Vox Capital Plc United Kingdom 100% ownership by Vox Valor Capital LTD
Originally, the Company’s nature of operations is to act as a special purpose acquisition company. On 30 September 2022, the
Company purchased Vox Capital Plc and from that moment the principal activity of the Company is a business in the digital
marketing, advertising and content sector.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of The Company are: Pieter Van Der Pijl, Stefans Keiss, and Sergey Konovalov.
Management (Directors)
Before 30 September 2022:
Kiat Wai Du,
Shunita Maghji
Simon Retter
Since 30 September 2022:
John G Booth (Chairman and Non-Executive Director)
Rumit Shah (Non-Executive Director)
Simon Retter (Non-Executive Director)
Konstantin Khomyakov (Finance Director)
Going concern
At the reporting date, the Company had cash balance of £145,564.
These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to be
able to meet its liabilities as and when they fall due in the foreseeable future.
ACCOUNTING POLICIES
The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and
IFRS Interpretations Committee (“IFRIC”) interpretations.
The financial statements are presented in British Pound Sterling (£).
The notes are an integral part of the financial statements.
Reporting period
These financial statements represent the financial reporting period for the Company from January 1 till December 31, 2022.
General
An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits
attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the
statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic
benefits and the amount of the obligations can be measured with sufficient reliability.
If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have
been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and
VOX VALOR CAPITAL LTD
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liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured
with sufficient reliability.
The income and expenses are accounted for during the period to which they relate. Revenue is recognized when control over
service is transferred to a customer.
The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and
expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly
assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision.
The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items
in the financial statement.
Investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at
cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any
impairment losses or reversals of impairment losses are recognized immediately in profit or loss (IAS 36 Impairment of Assets).
Impairment losses are reflected in non-operating expenses of Statement of profit and loss and other comprehensive income.
Reversals of impairment losses are reflected in non-operating income.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary not a joint venture, in which the company holds a long-term interest and
where the company has significant influence. The company considers that it has significant influence where it has the power
to participate in the financial and operating decisions of the associate.
Entities in which the company has a long-term interest and shares control under a contractual arrangement are classified as
jointly controlled entities.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form
an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose
only on the cash flow statement.
The cash flow statement from operating activities is reported using the indirect method.
Financial instruments
Financial assets and financial instruments are recognised on the statement of financial position when the Company becomes a
party to the contractual provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition
depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them.
The classification depends on the purpose for which the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.
As at the reporting date, the Company did not have any financial assets subsequently measured at fair value.
Financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield
basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or
they expire.
Taxation
VOX VALOR CAPITAL LTD
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The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that
have been enacted or substantively enacted by the reporting date.
Deferred income tax is provided for using the liability method on temporary differences at the reporting date between the tax
basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are
recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can
be utilised.
The carrying amount of deferred income tax assets is assessed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that is probable
that future taxable profits will allow the deferred income tax asset to be recovered.
Operating segments
The operating segments identifies based on internal reporting for decision-making. The Company is operated as one business
with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating
decision maker) considers that The Company has one operating segment.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have been issued by International Accounting
Standards Board but are not yet effective and in some cases have not yet been adopted. The Directors do not expect that the
adoption of these standards will have a material impact on the financial statements of the Company in future periods.
ACCOUNTS BREAKDOWN AND NOTES
1. Other operating expenses
Expenses
All in GBP
31 December 2022
31 December 2021
Brokerage fees
-
21,511
Registrar & Depository Fees
-
15,555
Directors' fees
-
35,000
Regulatory charges
-
21,177
Maintenance fee
-
-
Secretarial fees
-
4,056
Provision for audit fees
-
14,000
Listing charges
-
24,945
Office rental
-
8,453
Loss on foreign exchange
-
-
Penalty
-
1,225
RTO expenses
209,909
349
Bank charges
175
349
Unrealised Currency Gains
(119)
1,225
Total
209,965
146,271
All expenses incurred during the reporting year were re-charged to Vox Capital Ltd as Reverse takeover (RTO) expenses
2. Income tax expense
The Company is regarded as resident for the tax purposes in Cayman Islands. No tax is applicable to the Company for the year
ended 31 December 2022.
The Company has incurred indefinitely available tax losses of £1,359,678 (2021: £1,207,192) to carry forward against future
taxable income. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty
as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.
VOX VALOR CAPITAL LTD
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3. Investments in subsidiaries
As at the year ended 31 December 2022, the Company had the subsidiaries:
Subsidiary undertakings
Country of incorporation
31 December 2022
31 December 2021
Vertu Capital Holding Ltd.
United Kingdom
100%
-
Vox Capital Pte
United Kingdom
100%
100%
Investment:
All in GBP
31 December 2022
31 December 2021
Vertu Capital Holding Ltd.
1
1
Vox Capital Pte.
26,442,750
-
Total
26,442,751
1
On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers pursuant to which the
Company agreed to acquire the entire issued share capital of Vox Capital Ltd for £26,442,749.57, it was satisfied by the issue
of the Consideration Shares at the Issue Price. The Acquisition was constituted a reverse takeover for the purposes of Listing
Rule 5.6.4 and therefore the Company has re applied for the admission of its Ordinary Share capital to the Standard Segment
of the Official List and to trading on the Main Market.
Vox Capital Pte was incorporated on 7 May 2020 as a vehicle to consolidate businesses in the digital marketing, advertising
and content sector. To date, Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing
company and has also acquired an equity interest in another trading business: Airnow PLC, a UK based app monetisation and
marketing group.
4. Other receivables
All in GBP
31 December 2022
31 December 2021
Other receivables
-
50
Prepayments
5,336
5,336
Total
5,336
5,386
All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The Directors consider
that the carrying value of trade and other receivables approximates to their fair value.
Other receivables – related parties
All in GBP
31 December 2022
31 December 2021
Vertu Capital Holdings Limited
6,434
165,030
Total
6,434
165,030
5. Cash and cash equivalents
All in GBP
31 December 2022
31 December 2021
Cash at bank
145,564
145,739
Total
145,564
145,739
6. Other payables
All in GBP
31 December 2022
31 December 2021
Non-trade creditors
26,848
26,848
Other creditors
95,644
45,159
Total
122,492
72,007
The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing
and are normally settled monthly.
7. Financial instruments
The Company’s financial instruments may be analysed as follows:
Financial assets
31 December 2022
31 December 2021
Financial assets measured at amortised cost:
All in GBP
All in GBP
Cash at bank
145,564
145,739
Other receivables
5,336
5,386
Total
150,900
151,125
VOX VALOR CAPITAL LTD
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Financial liabilities
31 December 2022
31 December 2021
Financial liabilities measured at amortised cost:
All in GBP
All in GBP
Other payables
122,492
72,007
Total
122,492
72,007
The Company’s income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss
realised fair value gains of nil (2021: nil).
8. Financial risk management
The Company is exposed to a variety of financial risks through its use of financial instruments which result from its operating
activities. All the Company’s financial instruments are classified trade and other receivables. The Company does not actively
engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Company
is exposed are described below:
Credit risk
The Company’s credit risk is primarily attributable to deposits with banks. The Company manages its deposits with banks or
financial institutions by monitoring credit ratings and limiting the aggregate risk to any individual counterparty. The
Company’s exposure to credit risk on cash and cash equivalents is considered low as the bank accounts are with banks with
high credit ratings.
Liquidity risk
Liquidity risk is the situation where the Company may encounter difficulty in meeting its obligations associated with its
financial liabilities. The Company seeks to manage financial risks to ensure sufficient liquidity is available to meet any
foreseeable needs and to invest cash assets safely and profitably.
Interest rate risk
The Company is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed
interest rates.
Reputational risks
The Management of the Company believes that at present there are no facts that could have a significant negative impact on
the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the
terms of rendering services, as well as the participation of The Company in any price agreement. Accordingly, reputational
risks are assessed by the Company as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their carrying value.
Country risks
4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion, multilateral sanctions
and restrictions were imposed on work with certain Russian legal entities and individuals. These circumstances caused
unpredictable volatility in the stock and currency markets, in energy prices, general price level, the Bank of Russia’s key
interest rate and restrictions on flow of certain groups of goods. It is expected that these events may affect the business of
companies in various countries and industries.
One of the Directors of the Company is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the
United Kingdom and other countries. The Company does not provide to and receive services from Russian companies.
The Management analyzes the current situation and possible solutions. At present, the duration of these events cannot be
predicted and their impact on the future financial position and performance of the Company cannot be reliably assessed.
Other risks
The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be
taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services
provision and compliance with information security of data. Also, The Company business depends on the availability,
VOX VALOR CAPITAL LTD
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performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under
The Company control.
The Company makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for
providing advertising internet services.
9. Related parties transactions
Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant
influence in making financial and operational decisions.
The related parties of The Company are:
Petrus Cornelis Johannes Van Der Pijl - the ultimate beneficiary
Stefans Keiss - the ultimate beneficiary
Sergey Konovalov - the ultimate beneficiary
Vox Valor Holding LTD
Vertu Capital Holding LTD
Vox Capital Plc
Mobio Global LTD
Mobio (Singapore) Pte LTD
Mobio Global Inc.
Vox Valor Capital Pte LTD
Initium HK LTD
Airnow Plc
Transactions with related parties
Other receivables – related parties
All in GBP
31 December 2022
31 December 2021
Vertu Capital Holdings Limited
6,434
165,030
Total
6,434
165,030
10. Share capital
All in GBP
Number of shares
Share capital
As at 31 December 2021
143,999,998
1,440,000
Additional
-
-
As at 31 December 2021
143,999,998
1,440,000
11. Consideration Shares
On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers pursuant to which the
Company agreed to acquire the entire issued share capital of Vox Capital Ltd (Vox Capital) for £26,442,749.57, it was satisfied
by the issue of the Consideration Shares at the Issue Price 1,2p.
12. Capital management
The Company’s objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and
benefits for other stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, The Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
13. Events after the reporting date
On 23 February 2023, Vertu Capital Holding Ltd. (UK) was disposed.
In the period between the reporting date and the date of signing the financial statements for the reporting year, there were no
other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the
organization and which should be reflected.
The Company intends to expand its presence in the international advertising market in the coming years.