## VOX VALOR CAPITAL LIMITED ### CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 COMPANY INFORMATION Forbes Hare Trust Company Limited Registered Address: John G Booth (Non-Executive Chairman) Directors: Cassia Court Bankers: OCBC Bank Computershare Investor Services (Cayman) Registrar: Auditors: Shipleys LLP Konstantin Khomyakov (Finance Director) Camana Bay Limited c/o 2 65 Chulia Street 10 Orange Street Rumit Shah (Non-Executive Director) Suite 716, 10 Market Street 13 Castle Street, OCBC Centre Haymarket, London Simon Retter (Non-Executive Director) | Grand Cayman KY1-9006 St. Helier, | | --- | | Company Number: 291725 WC2H 7DQ Company Secretary Konstantin Khomyakov Singapore 049513 | | Cayman Islands JE1 1ES | CONTENTS PAGE 3 Consolidated Statement of changes in equity Company information Directors’ report Independent auditors report to members Consolidated Statement of financial position Strategic review report – Chairman’s statement Consolidated Statement of comprehensive income Consolidated Statement of cash flow Vox Valor Capital Limited Standalone Financial 26 10 17 24 23 25 54 2 4 Notes to the Consolidated Financial Statements Statements 27 # 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 4 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 5 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 6 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 7 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. 8 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 9 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 10 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) 11 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: 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. 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. 12 Percentage of Ordinary Number of Shares Number of Percentage of Konstantin Nil Nil Nil Nil Shares held in Ordinary in Ordinary Share Ordinary Shares Warrants 1 | John G Booth Simon Retter Rumit Shah Khomyakov 12,500,000 20,833,333 12,500,000 | 20,833,333 | 0.52% 1.73% 0.52% | Nil Nil 0.88% Nil Nil | | --- | --- | --- | --- | | | Fully Diluted Name Share Capital | Capital | | | Number of Ordinary Shares % of Share Capital Vox Valor Holding Limited Sergey Konovalov Pavel Vasilchenko Party Name | | 1,483,476,364 62.64 17.07 | 404,384,874 164,739,154 6.96 | 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 13 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. 14 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. 15 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; 16 • 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 17 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 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. 18 John G Booth Simon Retter Rumit Shah Konstantin Khomyakov Salaries and Fees 2021 2022 34,317 37,500 71,817 147,705 12,101 34,591 93,450 7,563 - - 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 19 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. 20 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. 21 We carried out procedures to test the revenue and to Revenue recognition consider whether the application of the revenue recognition policy was appropriate, having regard any contractual terms and obligations. This also includes reviewing the work Key audit matter How our audit addressed the key audit matter Accounting for a reverse acquisition when the transaction is not a business combination. We reviewed management’s assessment of whether the reverse asset acquisition constituted a business Acquisition of Vox Capital Limited: combination versus a share-based payment transaction. We The substance of the transaction is the accounting acquirer assessed the Company’s conclusions against the (Vox Capital Limited, the operating company) has made a requirements of the relevant accounting standards share-based payment to acquire a listing along with the listed including interpretation guidance and company’s cash balances and other net assets. The transaction authoritative support. These conclusions included: should therefore be accounted for in accordance with IFRS 2. In addition, although a reverse acquisition involving a ‘non- • the use of reverse asset acquisition accounting as the business’ listed company is not a business combination, the basis of preparation of the financial statements listed company still becomes a legal parent and continues to • the determination that the transaction was a share based have filing obligations. Accordingly, as required by IFRS 10 payment, and ‘Consolidated Financial Statements’ the legal parent has to prepare consolidated financial statements. Based on the • the calculation of the share based payment cost resulting IFRIC agenda decision, these consolidated financial from the transaction. statements would be prepared using some of the guidance in IFRS 3 on reverse acquisition, but without recognising We reviewed the financial statement disclosure, including goodwill. Specifically: the inclusion of current and comparative information in the • the consolidated financial statements of the legal parent financial statements for compliance with accounting (Vox Valor Capital Limited) are presented as a continuation expectations. We: of the financial statements of the operating company (Vox Capital Limited, the legal subsidiary, which is considered the • agreed the principles of disclosure of the accounting accounting acquirer) Valuation of investments at Fair Value information and the adequacy of the accounting policies • the transaction price is allocated to the identifiable assets explaining the accounting for the transaction. and liabilities of the listed shell company on the basis of their We have reviewed the management’s assessment of the The Group holds an Investment in Airnow plc at Fair Value, carried out by the component auditors with regards to fair values at the date of purchase valuation of the group’s investment in Airnow plc. The representing a holding of 6.7%. Airnow plc is an unquoted 22 We have reviewed journal adjustments and the rationale Management override of controls Our procedures did not result in any significant findings revenue. • any excess of the transaction price over the fair value of the directors were able to provide independent evidence of the company and there is a risk in relation establishing the fair surrounding the accounting for the transaction based on the behind them and have considered whether these have been market value as at 31 December 2022. assets and liabilities of the listed shell company represents a value from reliable and independent market data. audit evidence obtained. Based on this understanding, we considered if the subject to potential management bias. From our procedures cost for obtaining a listing. This is accounted for as an underlying income was recognised in accordance with the carried out no adverse issues were identified with regards to expense as it does not represent an asset under IFRS, and Our procedures did not result in any significant findings stated accounting policy. management override of controls. • no goodwill is recognised. surrounding the accounting for the transaction based on the audit evidence obtained. 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. 23 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 24 # **Consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2022** | | Notes | 31 December 2022 | 30 September 2021 | | --- | --- | --- | --- | | **Operating income and expenses** | | | | | Sales revenue | 1 | 13,829,357 | 6,965,362 | | Total income | | 13,829,357 | 6,965,362 | | Operating expenses | 2 | (12,585,236) | (6,252,373) | | Administrative expenses | 4 | (670,594) | (655,901) | | Contractors fees | | (346,514) | (281,838) | | Right-of-use assets expenses | | (38,290) | (50,226) | | Depreciation of tangible/intangible assets | | (23,664) | (32,347) | | Professional services | | (67,873) | (12,716) | | Audit and accountancy fees | | (68,142) | (10,299) | | Marketing expenses | | - | (4,851) | | Other expenses | | - | (464) | | Total operating costs | | (13,800,313) | (7,301,015) | | **OPERATING PROFIT / (LOSS)** | | 29,044 | (335,653) | | **Non-operational income and expenses** | | | | | Non-operating income | 7 | 70,989 | 64,424 | | Non-operating expenses | 7 | (8,387) | (1,982,294) | | RTO Expenses | 5 | (2,723,648) | - | | **NET NON-OPERATING RESULT** | | (2,661,046) | (1,917,870) | | **Financial income and expenses** | | | | | Interest income / (expenses) | 8 | (490,194) | (215,235) | | Convertible note interest accruals | | - | (5,569) | | Financial income / (expenses) | 6 | (73,394) | 22,816 | | **NET FINANCIAL RESULT** | | (563,588) | (197,988) | | **PROFIT / (LOSS) BEFORE TAX** | | (3,195,590) | (2,451,511) | | Profit tax | | (15,492) | (36,488) | | Deferred taxes | 9 | 65,312 | 29,891 | | **PROFIT / (LOSS) FOR THE PERIOD** | | (3,145,770) | (2,458,108) | | **OTHER COMPREHENSIVE INCOME** | | | | | Revaluation reserve | | (393) | 854,589 | | Transactions with owners (business restructuring) | 10 | (1,509,883) | - | | Exchange differences on translating foreign operations | 30 | 222,601 | (222,601) | | Translation difference | | (1,077,074) | 203,721 | | **OTHER COMPREHENSIVE INCOME** | | (2,364,749) | 835,709 | | **TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD** | | (5,510,519) | (1,622,399) | | Basic and diluted loss per share | 11 | (0.14) | (0.12) | 25 - 26 - VOX VALOR CAPITAL LIMITED Consolidated statement of financial position as at 31 December 2022 16,522,354 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 - 27 - | Exchange differences on translating foreign | | (222,601) | | | | VOX VALOR CAPITAL LIMITED | | --- | --- | --- | --- | --- | --- | --- | | | 30 | | | | - | | | EQUITY AND LIABILITIES Convertible notes Investments Goodwill Right-of-use assets Deferred tax assets Tangible fixed assets Intangible assets Other long-term financial assets Trade and other receivables Cash at bank Inventories Other short-term assets Share Capital Share premium Share based payments Revaluation reserve Convertible notes reserve Retained earnings Translation difference Contingent consideration Loans (long term) Other long-term liabilities Trade and other payables Loans (short term) Accrued expenses Current tax liabilities Other short-term liabilities LIABILITIES ASSETS Non-current assets Total non-current assets Current assets Total current assets TOTAL ASSETS EQUITY TOTAL EQUITY Non-current liabilities Total non-current liabilities Current liabilities Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES operations 30 September 2021 31 December 2022 23, 24 Notes | 16 12 15 13 14 17 18 19 28 28 21 23 20 21 9 | (2,288,969) (6,944,622) 11,770,347 12,938,022 13,886,115 11,671,890 10,156,381 13,660,572 10,291,128 14,136,425 16,522,354 14,136,425 1,923,299 1,307,503 1,000,000 1,965,047 2,262,869 2,587,595 4,850,464 2,930,095 1,743,871 1,926,720 (873,353) 2,055,712 2,905,091 3,845,297 2,636,239 8,817,939 2,109,434 3,209,052 5,318,486 | 202,434 118,867 854,196 203,721 250,839 911,686 756,159 136,176 194,426 187,128 854,196 170,295 42,174 10,656 21,568 77,658 22,565 13,762 66,156 58,162 53,722 81,608 34,235 17,823 7,176 2,684 3,391 7,038 3,516 | 393 | 33 - - - - - - - | | Consolidated statement of changes in equity for the year ended 31 December 2022 | | Exchange Exchange | | | | | | --- | --- | --- | --- | --- | --- | | differences on differences on Convertible Convertible | | | | | | | Revaluation Share based Revaluation Translation Translation | Share Retained Share Retained Share Share | | | | | | Notes Total equity Notes Total equity | translating translating | notes notes | - 28 - | | | | premium premium Capital Capital | difference payments difference earnings earnings reserve reserve | | | | | | | reserve reserve foreign foreign | | | | VOX VALOR CAPITAL LIMITED | | Results from activities Balance at 31 December 2022 Balance at 30 September 2021 Transactions with owners Other comprehensive income Transactions with owners 12,938 ,022 Results from activities Other comprehensive income Balance at 30 September 2021 Balance at 30 September 2020 13,660,572 12,938 ,022 12,938 ,022 | (3,145,770) 194,426 (6,944,622) 187,128 (2,288,969) (1,509,883) (1,077,074) 122,507 (2,458,108) (3,145,770) 187,128 (2,288,969) (2,364,749) (2,458,108) 11,671,890 11,671,890 13,060,529 operations operations 64,621 1,926,720 (873,353) 8,817,939 722,550 1,926,720 2,656,568 | 7,298 203,721 203,721 203,721 854,196 854,196 (222,601) 854,196 (222,601) 854,196 (222,601) 169,139 233,760 835,709 222,601 | (393) - - - - 393 393 393 - - - - - | - - - - - - - - - - - - - - - - - - - - - - - - - - - - - | | # Consolidated statement of cash flows for the year ended 31 December 2022 | | Notes | 31 December 2022 | 30 September 2021 | | --- | --- | --- | --- | | **OPERATING ACTIVITIES** | | | | | Profit / (loss) before taxation | | (3,195,590) | (2,451,511) | | *Adjustments for* | | | | | Depreciation of tangible/intangible fixed assets | | 23,664 | 32,347 | | Depreciation of right-of-use assets | | 38,290 | 50,226 | | Interest not paid (received) | | 51,562 | 22,565 | | Inventories | | 33 | (33) | | Trade and other receivables | | (1,186,224) | (1,685,844) | | Trade and other payables | | 940,044 | 1,948,671 | | Other assets | | 132,660 | (138,860) | | Other liabilities | | (24,284) | 328,500 | | Accrued expenses | | 23,579 | 10,656 | | Accrued interest | | - | 5,570 | | Tax accruals | | - | 13,762 | | Non-operating expenses | | 3,148,046 | 1,938,096 | | **Cash generated from operations** | | **(48,220)** | **74,145** | | Taxes reclaimed (paid) | | - | - | | **Total cash flow from operating activities** | | **(48,220)** | **74,145** | | **INVESTMENT ACTIVITIES** | | | | | Purchase /disposal of property, plant and equipment | | (3,391) | (16,773) | | Purchase /disposal of other intangible assets | | (15,276) | (8,652) | | Acquisition of subsidiaries, net of cash acquired | | (291,747) | (319,836) | | **Total cash flow from investment activities** | | **(310,414)** | **(345,261)** | | **FINANCING ACTIVITIES** | | | | | Capital increase | | - | 122,507 | | Loans given / received | | 625,000 | 1,000,000 | | Financial obligations (right-of-use) | | (71,103) | (64,553) | | Interest paid (right-of-use) | | (5,032) | (8,853) | | Convertible notes | | - | 194,340 | | **Total cash flow from financing activities** | | **548,865** | **1,243,441** | | **NET CASH FLOW** | | **190,231** | **972,325** | | Exchange differences and translation differences on funds | | (34,704) | (216,297) | | **MOVEMENTS IN CASH FUND** | | **155,527** | **756,028** | | Balance as of beginning of the period | | **756,159** | **131** | | Movement for the period | | 155,527 | 756,028 | | Balance as of the end | | **911,686** | **756,159** | VOX VALOR CAPITAL LTD Notes to the consolidated financial statements, comprising significant accounting policies and other explanatory information for the year ended 31 December 2022 GENERAL INFORMATION Vox Valor Capital LTD (the “Company”). Vox Valor Capital LTD (former Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The Company’s registered office is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725. The Group comprises from the parent company Vox Valor Capital LTD and the following subsidiaries: | • Vertu Capital Holding Ltd | United Kingdom | 100% ownership by Vox Valor Capital LTD | | --- | --- | --- | | • Vox Capital Ltd | United Kingdom | 100% ownership by Vox Valor Capital LTD | | • Vox Valor Capital Pte Limited | Singapore | 100% ownership by Vox Capital Ltd | | • Initium HK Limited | Hong Kong | 100% ownership by Vox Capital Ltd | | • Mobio Global Limited | United Kingdom | 100% ownership by Vox Capital Ltd | | • Mobio (Singapore) Pte Ltd | Singapore | 100% ownership by Mobio Global Limited | | • Mobio Global Inc. | USA | 100% ownership by Mobio Global Limited | The principal activity of the Group is businesses in the digital marketing, advertising and content sector. The Group focuses on App, Mobile, Performance and has been providing the services for the promotion of mobile apps and games. The Company is controlled by Vox Valor Holding LTD (UK). Final beneficiaries of the Group are: Pieter van der Pijl, Stefans Keiss, and Sergey Konovalov. Management (Directors) - John G Booth (Chairman and Non-Executive Director) - Rumit Shah (Non-Executive Director) - Simon Retter (Non-Executive Director) - Konstantin Khomyakov (Finance Director) Going concern At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Management continues to adopt the going concern basis of accounting in preparing the financial statements. ACCOUNTING POLICIES The Consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards (“IFRS”) and interpretations issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Standards Interpretations Committee (“IFRIC”). The presentational currency of the Group is US dollars (USD). The notes are an integral part of the financial statements. Reporting period These financial statements are presented as a continuation of the financial statements of Vox Capital Ltd. These financial statements represent the financial reporting period of the Group from 30 September 2021 till 31 December 2022. The end of the reporting period of Vox Capital Ltd has been changed from 30 September to 31 December. The Group has consolidated financial information of Vox Capital Ltd for the period from 30 September 2021 till 31 December 2022 (15 months) and subsidiaries for the period from 1 January to 31 December. Due to disposal of the investment in Mobile Marketing LLC on August 2, 2022, income and expenses of Mobile Marketing LLC for 7 months of 2022 are taken into account in the consolidated financial statements. - 30 - 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 - 31 - VOX VALOR CAPITAL LTD 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. 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 - 32 - GBP/USD Closing rate Average rate 31.12.2022 30.09.2021 1.2101 1.2369 1.3468 1.3727 VOX VALOR CAPITAL LTD 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. - 33 - VOX VALOR CAPITAL LTD 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. - 34 - VOX VALOR CAPITAL LTD VOX VALOR CAPITAL LTD 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 | - 35 - # **VOX VALOR CAPITAL LTD** | 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 | - 36 - # **VOX VALOR CAPITAL LTD** | 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** | - 37 - # **VOX VALOR CAPITAL LTD** # **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** | | | **31 December 2022** | **30 September 2021** | | --- | --- | --- | | **Interest expenses** | | | | 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%) | - | - | - 38 - (*) 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 Reconciliation of tax expense 2021 Due to operational losses there were no profit tax implications related to Vox Capital Ltd, Vox Valor Capital Ltd and Vertu Capital Holding Ltd. | Profit on ordinary (b) Tax effect of | | | - 39 - | | | | | --- | --- | --- | --- | --- | --- | --- | | Deferred tax in Statement of Profit and Loss during reporting Deferred tax in Statement of financial position - disposed Deferred tax in Statement of financial position - opening activities multiplies by permanent difference / Profit on ordinary (c) Actual taxes in Consolidation Taxes in reporting Total taxes in reporting Mobio (21,060) (33,520) | (83,942) Mobio Mobio (1,544) 15,661 Mobile Mobio Mobile Mobio (1,157) (1,544) | - - - - - | | | | VOX VALOR CAPITAL LTD | | (100,285) (2,651,577) (176,422) (21,060) (21,060) (21,060) (14,308) (33,520) (46,104) | (2,461,213) (45,311) (37,236) (49,820) 92,125 16,957 16,957 (5,782) (9,077) Total Total (866) | 387 387 - - - | (33,176) 29,891 12,761 | 65,312 42,174 | - | | | Deferred tax UK Deferred tax Russia Deferred tax USA period Translation difference companies Deferred tax Singapore Total current tax Deferred tax in Profit and Loss report Taxation on profit on ordinary activities balance Deferred tax in Statement of financial position for the period (a) Taxes not recognized (d) Profit tax to be paid (d) Profit tax to be paid standard rate (e) Translation difference (e) Translation difference activities before taxation Tax rate temporary reporting package Profit tax 2021 cancelling Profit on ordinary activities before taxation Tax rate Profit on ordinary activities multiplies by standard rate (a) Taxes not recognized (b) Tax effect of permanent difference / temporary (c) Actual taxes in reporting package (19,212) (12,584) (10,605) | (20,001) (12,584) (29,546) 13,998 16,899 (26,211) (18,941) (1 296) (1,296) (8,628) 17,823 28,076 36,488 10,253 22,490 (182) 21% (8,628) (345) 19% 19% (789) (163) 17% 17% 20% 130 20% | - - - - 22 - - - 22 - - - - - - - - - - - - - - - | (36,488) (16,148) (15,492) (6,597) 10,787 19,104 29,891 42,174 | 33,520 21,090 (478) 65,312 49,820 58,162 9,866 866 | - - | | | package (c+d+e) package Effects of: Effects of: Total Total Taxes in reporting package (c+d+e) Marketing Singapore (21,060) Marketing Singapore adjustments (33,520) | USA (40,076) Global Global (9,182) (2,009) 15,661 3,211 3,211 (1,157) (5,242) 6,597 3,386 (22) | - - - | | | | | Net deferred tax assets recognized as of 31 December 2022, was not impaired. 9.1. Deferred taxes 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: 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 Deferred tax writing- | Translation Charge to | | | | | | | --- | --- | --- | --- | --- | --- | | Deferred tax BS Deferred tax BS | off | | - 40 - | | | | profit or loss difference | | | | | | | Trade receivables Translation difference Property, plant and Charge to profit As of 1 January Translation As of 1 January Movements during reporting | As of 31 As of 31 | | | | VOX VALOR CAPITAL LTD | | Mobile Marketing LLC (Russia) net assets Income from investment in Mobile Marketing LLC (Russia) sale Goodwill writing-off Contingent shares consideration Mobio Russia writing-off Total effect on business restructuring (investment | (1,923,299) (1,126,323) 2022 (702,268) 1,195,583 | 303,660 | | | | | Deferred tax BS Deferred tax BS | (36,627) (18,892) (25,831) 18,892 Movements during reporting period | 2,936 4,421 (546) 2,110 (26,997) (4,500) | 31,040 - | - - - | | | Total Total Right-of-use assets Borrowings Property, plant and equipment equipment Intangible assets (payables) Borrowings Provisions Losses of previous years effect Right-of-use assets Trade receivables (payables) Provisions Losses of previous years December 2021 difference | (33,176) (16,148) (13,553) or loss (1,469) (2,356) 65,312 87,026 | 2021 (312) (147) (949) 974 (27) 205 (19,343) (478) (510) 62 44 27 (20) (4,500) (1,717) (94) 29,891 42,174 40,104 31,040 13,348 133 | 42,174 (1,338) 13,348 58,162 - - 85,557 (7) 2,817 1,988 20 6,042 2,139 2,139 (2,650) (6,508) (8,554) 12,761 19,210 147 period 147 3,863 7,400 940 | - - - - - | | | December 2022 disposal) | 2022 | | | | | 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: 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. 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: | Loss for the period after tax for the purposes of basic and Weighted average number of ordinary shares in issue for the | | | - 41 - | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2,133,633,256 2,195,443,485 | (2,458,108) (3,145,770) | | | | | | Income from investment in Storiesgain sale Cost of investment Effect on business restructuring Goodwill as of year beginning diluted earnings per share Number of ordinary shares purposes of basic earnings per share Loss per share (cent) 30 September 2021 31 December 2022 31 December 2021 31 December 2022 | 2022 (505,960) (383,560) 2,141,913,820 2,368,395,171 | 122,400 1,923,299 | | (0.12) (0.14) | - | VOX VALOR CAPITAL LTD | 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 Additions to Mobio (Singapore) PTE LTD - 42 - | | | | | 1,948,096 | | - | | | --- | --- | --- | --- | --- | --- | --- | --- | | Impairment Additions to Mobile Marketing LLC (Russia) Translation differences Sale | Computers, Computers, | | | (1,948,096) (1,923,299) 1,923,299 | | - - - - | VOX VALOR CAPITAL LTD | | Goodwill of period end | | | | 1,923,299 | | - | | | | | Total Total | | | | | | | | Depreciation charge Additions from the subsidiaries Additions Disposals Disposals - subsidiaries sale Additions from the subsidiaries Disposals Disposals - subsidiaries sale As of beginning of the period As of period end Translation difference Translation difference Depreciation Net book value Cost As of beginning of the period As of period end As of beginning of the period As of period end | phones (14,443) (83,986) (71,778) phones (9,497) (1,106) (19,213) (19,213) (53,028) (53,028) (71,778) (71,778) 14,443 67,938 21,568 93,346 | 30 September 2021 77,150 77,150 7,110 16,773 16,773 (14,443) (83,986) 1,364 3,391 21,568 21,568 3,391 93,346 93,346 (71,778) 31 December 2022 (9,497) (577) (577) (1,106) 14,443 67,938 21,568 93,346 | 7,110 1,364 463 463 3,391 3,391 - - - | - - - - - - - - - - - - - - - - - | | | VOX VALOR CAPITAL LTD 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** | - 43 - # **VOX VALOR CAPITAL LTD** # **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 property (rental agreement 2021): 7.67% - 44 - VOX VALOR CAPITAL LTD # **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) | - 45 - # **VOX VALOR CAPITAL LTD** | 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 | - | - 46 - # VOX VALOR CAPITAL LTD | 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** | - 47 - # VOX VALOR CAPITAL LTD 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 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** | - 48 - VOX VALOR CAPITAL LTD 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** | - 49 - # **VOX VALOR CAPITAL LTD** *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 - 50 - 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: - 51 - Vox Capital Ltd Creditor Related party Description 2021 2022 9,604 8,591 VOX VALOR CAPITAL LTD Mobio Global “Setfords Law” LTD costs due  Trade and other payables – related parties (immediate parent company for the Group) as of December 31, 2022 26.2. Transactions with affiliated parties  Trade and other receivables – affiliated parties as of December 31, 2022:  Trade and other payables – affiliated parties as of December 31, 2022:  Other short-term assets and financial assets – affiliated parties as of December 31, 2022: | Mobio Mobio Mobio | | | | | | | --- | --- | --- | --- | --- | --- | | Triple Dragon Triple Dragon Mobile | | | | | | | Mobio Global Mobio Global Triple Dragon Mobile Loan agreement dated 16.12.2020 Mobio Global Triple Dragon (Singapore) Pte Service agreement Mobio Global Mobile Mobio Global Mobile Mobile Loan agreement dated 16.12.2020 (Singapore) Pte Service agreement Mobio Global Mobile (Singapore) Pte Audit fees charging | 125,094 44,500 15,924 | | - - - | - 52 - | | | Service agreement Vox Capital Ltd Vox Capital Ltd Vox Capital Ltd Intercompany payments 3,016,947 Service agreement Services OÜ Marketing LL Other short-term assets Service agreement Services OÜ Audit fees charging 2,448,048 | 40,000 145,623 650,586 185,696 3,106 37,168 | 3,516 | - - - - - - - | | | | LTD from PLC Marketing LLC Principal amount Marketing LLC Interest (7.5%) LTD LTD Services OÜ LTD Marketing LLC LTD LTD Services OÜ LTD LTD Marketing LLC LTD LTD Marketing LLC Influence LLC Loan agreement (long term) Total: Total: Total: Debtor Related party Description Total: 3,016,947 Debtor Affiliated party Description Creditor Affiliated party Description Debtor Affiliated party Description 2,448,048 | 2021 2021 2021 2021 52,710 2022 2022 2022 2022 880,782 323,809 2,684 | 8,591 | - - - | | VOX VALOR CAPITAL LTD | Mobile Marketing  Loans – affiliated parties as of December 31, 2022:  Income and expenses – affiliated parties as of December 31, 2022: | Mobio Triple Dragon Mobio Triple Dragon Triple Dragon | | | | | | | --- | --- | --- | --- | --- | --- | | Triple Dragon Triple Dragon | | | | | | | Mobio Global Adtech (Singapore) Pte Sales revenue Mobio Global Adtech Mobile Marketing Vox Capital Ltd Funding Delta Loan agreement - principal 1,000,000 Vox Capital Ltd Mobile Vox Capital Ltd Mobile Mobio Global Adtech Vox Capital Ltd Funding Delta Loan agreement - interest Mobio Global Triple Dragon Mobio Global Triple Dragon (Singapore) Pte Operating expenses Vox Capital Ltd Funding Delta Interest expenses Mobile Marketing | 1,625,000 (680,484) (303,711) 22,565 | 35,038 44,500 | - - - | - 53 - | | | Loan agreement - interest Services OÜ Interest expenses Influence LLC Loan agreement (short term) Loan agreement - principal Loan agreement - principal Sales revenue Influence LLC Interest income Loan agreement - interest Operating expenses (1,806,281) Limited | 5,256,060 (12,748) 385,000 | 46,570 40,000 208 210 5,712 | 133 - - - - - - - - | | | | LLC Limited LTD LLC LTD solutions limited LTD solutions limited LTD solutions limited Limited Marketing LLC Marketing LLC LTD Services OÜ LTD Services OÜ LTD Limited LLC Creditor Affiliated party Description Total: Total: 1,022,565 Parent company Affiliated party Description | 2,137,320 2021 2021 2022 2022 2,892 | 3,516 | | | VOX VALOR CAPITAL LTD | VOX VALOR CAPITAL LTD 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 | - 54 - # **VOX VALOR CAPITAL LTD** | 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** | **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) | - 55 - 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. Investment recalculation to the presentation currency using the closing rate date as of 1.3527 $4,963,467 - 56 - 31.12.2021 Total investment Exchange differences on translating foreign operations £3,669,330 $4,740,866 $4,740,866 ($222,601) Investment Including: VOX VALOR CAPITAL LTD 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. - 57 - VOX VALOR CAPITAL LTD ## VOX VALOR CAPITAL LIMITED ### STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 - 58 - VOX VALOR CAPITAL LTD # **VOX VALOR CAPITAL LTD** # **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 - 59 - Statement of changes in equity for the year ended 31 December 2022 | Consideration Consideration Retained Retained Share Share | | | | --- | --- | --- | | All in GBP Notes Total equity All in GBP Notes Total equity | | - 60 - | | Capital Capital earnings earnings | Shares Shares | | VOX VALOR CAPITAL LTD Balance at 31 December 2022 Other comprehensive income Balance at 31 December 2021 Proceeds from issuance of ordinary shares Retained earnings Other comprehensive income Proceeds from issuance of ordinary shares Retained earnings Balance at 1 January 2022 Balance at 1 January 2021 1,440,000 1,440,000 1,440,000 1,200,000 (1,417,157) (1,207,192) (1,207,192) (1,060,921) 26,465,593 26,442,750 (209,965) 240,000 (146,271) (209,965) (146,271) 232,808 232,808 139,079 240,000 26,442,750 26,442,750 - - - - - - - - - - - - - - - - - - - # VOX VALOR CAPITAL LTD 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 - 61 - 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 - 62 - VOX VALOR CAPITAL LTD VOX VALOR CAPITAL LTD 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. - 63 - VOX VALOR CAPITAL LTD # **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: Aimow 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 | 31 December 2022 | 31 December 2021 | | --- | --- | --- | | All in GBP | | | | 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** | - 64 - 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, - 65 - VOX VALOR CAPITAL LTD Financial liabilities measured at amortised cost: Other payables Financial liabilities Total 31 December 2022 31 December 2021 All in GBP All in GBP 122,492 122,492 72,007 72,007 VOX VALOR CAPITAL LTD 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 - Airmow Plc Transactions with related parties Other receivables – related parties All in GBP Vertu Capital Holdings Limited Total 31 December 2022 6,434 6,434 31 December 2021 165,030 165,030 # 10. Share capital All in GBP As at 31 December 2021 Additional As at 31 December 2021 Number of shares 143,999,998 - 143,999,998 Share capital 1,440,000 - 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. - 66 -