REG - Vox Valor Capital - Interim Results
29/09/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230929:nRSc0790Oa&default-theme=true
RNS Number : 0790O Vox Valor Capital Limited 29 September 2023
29 September 2023
Vox Valor Capital Limited
("Vox Valor" or the "Company")
Interim Results for the six months ended 30 June 2023
Vox Valor (LSE: VOX), is pleased to announce its unaudited interim financial
statements for the six months ended 30 June 2023.
For additional information please contact:
Konstantin Khomyakov
Tel: +1 (345) 949-4544
Email: ir@voxvalor.com
Novum Securities Limited
David Coffman / George Duxberry
Tel: +44 (0)207 399 9400
About Vox Valor Capital Limited
Vox Valor Capital Limited is the holding company for Vox Capital Limited and
its subsidiary companies (together the "Vox Group"). The Vox Group has a focus
on making acquisitions of majority stakes in the marketing technology, digital
content, mobile games/apps and digital marketing sector. Digital marketing
technology and services and digital content/mobile games are large and
fast-growing industries. The Vox Group's management team has a successful
track record of operating, financing, and exiting businesses in this sector
and has a network in this sector which generates a steady flow of leads and
introductions to potential acquisition candidates. The Vox Group will target
the acquisition of privately held businesses that can benefit from the access
to liquidity and international scaling expertise that the Vox Group and its
management team can provide.
Interim Management Report
Vox Valor Capital Limited ("Vox Valor" or the "Company") is pleased to
announce that its interim financial statements for the period ended 30 June
2023 have been published and are available on its website at
www.voxvalor.com/investors (http://www.voxvalor.com/investors) .
We are very pleased to report a strong increase in revenues and the group
achieving a modest operating profit. For the current financial year, we are
looking forward to growing Vox Valor both organically and through potential
acquisitions.
Summary of Trading Results
The main management focus in the reporting period was on improving the
financial performance.
For the financial period ended 30 June 2023, Vox Valor reported revenue of USD
1.8 million (versus USD 3.4m in the previous comparable period). The main
reason for the revenue decrease is that 2022 numbers included revenue from
Mobile Marketing LLC, the Russian subsidiary which was sold on 2 August 2022.
Revenue was principally generated in Mobio Global UK with sales of USD 1.767k
compared to USD 606k in the first half of 2022. Russian revenue reduced to
zero in 2023 having been the most significant revenue in 2022 at USD 2.6m.
Operating expenses decreased at a faster pace to USD 1.789 million for the 6
month period ended 30 June 2023 from USD 3.9 million in the previous period
representing the efforts of management to become operationally profitable.
Gross margin for the first half of 2023 was USD 639k (36%) compared to 56k
(2%) in the first half of 2022).
Vox Valor achieved an operational profit of USD 13k (versus USD 542k loss in
the previous period).
Total comprehensive income for the 6 month period ended 30 June 2023 was a
profit of USD 179k (versus a loss of USD 2.6m in the previous comparable
period).
Corporate Update
On 2 November 2022, the Company announced the opening of Mobio's US offices
and the Company has focused on growing its client base in the United Kingdom,
the United States and Europe to offset the revenue loss that resulted from the
sale of Mobile Marketing LLC on 2 August 2022.
Mobio is making steady progress in gaining new clients for Mobio Global
Limited (UK). Mobio Singapore Pte Ltd (Singapore) and Mobio Inc (US) and these
efforts are continuing through the remainder of the current financial year.
As announced with the publication of the 2022 financial statements, the
Company had signed two non-binding and conditional term sheets for the
acquisition of two mobile game and app businesses. The term sheets were
subject to further due diligence, board approvals, final legal documentation
and in one case subject to financing. The Company is no longer in discussions
with either party.
The Company is continuing its search for suitable complimentary mobile game or
app (content) businesses as well as complimentary advertising tech and
marketing tech businesses, in order to execute on its strategy of creating a
synergetic mobile content and ad tech / marketing powerhouse. Further
announcements on potential merger and acquisition transactions will be made as
and when term sheets or legal binding agreements have been entered into.
Outlook
Looking forward to the current global situation, the rising interest rates and
inflation rates tends to have an adverse impact on the price of services
provided.
The Board remains cautiously optimistic and continues to evaluate
opportunities for generating value for shareholders.
Going Concern
The day to day working capital requirements and investment objectives is met
by existing cash resources and the issue of equity. At 30 June 2023 the Group
had cash balance of USD 80k (911K USD as of 31 December 2022). 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 interim 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.
Interim Financial Information
The half-yearly financial report has not been audited or reviewed by auditors
pursuant to the Financial Reporting Council guidance on Review of Interim
Financial Information.
Post-Period Events
No significant events occurred after reporting date.
Principal Risks and Uncertainties
Taking considered risk is the essence of all business and investment activity,
in relation to risk the Company's main objective is to minimise the chance of
a material adverse outcome arising from causes which could reasonably have
been foreseen, this includes both 'upside' (opportunity) and 'downside'
(threat) risks.
The principal risks that are specific to the Group are summarised below. In
the opinion of the Directors, these risks remain unchanged from those detailed
in the Company's annual report for the year ended 31 December 2022 which was
approved by the Board of Directors on 28 April 2023.
Unaudited condensed consolidated statement of profit or loss and other
comprehensive income
for the six month period ended 30 June 2023
Notes 30 June 2023 30 June 2022
Operating income and expenses
Sales revenue 1 1,802,566 3,424,568
Total income 1,802,566 3,424,568
Operating expenses 2 (1,164,003) (3,368,605)
Administrative expenses 4 (418,805) (275,874)
Contractors fees (123,898) (186,168)
Professional services (27,616) (30,137)
Legal and consulting fees (20,003) (26,828)
London Stock Exchange fee (10,667) -
Right-of-use assets expense (9,871) (23,148)
Depreciation of tangible/intangible assets (8,714) (18,833)
Audit and accountancy fees (5,953) (37,252)
Total operating costs (1,789,530) (3,966,845)
OPERATING PROFIT / (LOSS) 13,036 (542,277)
Non-operational income and expenses
Non-operating income 6 6,215 1,381
Non-operating expenses 6 (6,460) (219,316)
RTO Expenses - (491,596)
NET NON-OPERATING RESULT (245) (709,531)
Financial income and expenses
Interest income / (expenses) 7 (251,292) (377,711)
Financial income / (expenses) 5 113,684 (237,609)
NET FINANCIAL RESULT (137,608) (615,320)
PROFIT / (LOSS) BEFORE TAX (124,817) (1,867,128)
Profit tax (19,998) 14,019
Deferred taxes 8.1 (20,532) 100,553
PROFIT / (LOSS) FOR THE PERIOD (165,347) (1,752,556)
OTHER COMPREHENSIVE INCOME
Revaluation reserve - 159,473
Transactions with owners (business restructuring) 9 3,881 (385,479)
Exchange differences on translating foreign operations - 506,514
Translation difference 340,110 (1,123,900)
OTHER COMPREHENSIVE INCOME 343,991 (843,392)
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD 178,644 (2,595,948)
Basic and diluted loss per share 10 (0,01) (0,08)
Unaudited condensed consolidated statement of financial position as at 30 June
2023
Notes 30 June 2023 31 December 2022
ASSETS
Non-current assets
Investments 14 10,602,402 10,156,381
Right-of-use assets 13 59,183 66,156
Deferred tax assets 37,097 58,162
Tangible fixed assets 11 2,664 3,391
Intangible assets 12 5,435 7,038
Total non-current assets 10,706,781 10,291,128
Current assets
Trade and other receivables 15 1,350,100 2,930,095
Other short-term assets - 3,516
Cash at bank 16 79,965 911,686
Total current assets 1,430,065 3,845,297
TOTAL ASSETS 12,136,846 14,136,425
EQUITY AND LIABILITIES
EQUITY
Share Capital 194,426 194,426
Share premium 13,660,572 13,660,572
Share based payments 1,926,720 1,926,720
Revaluation reserve 854,196 854,196
Retained earnings (7,106,088) (6,944,622)
Translation difference (533,243) (873,353)
TOTAL EQUITY 8,996,583 8,817,939
LIABILITIES
Non-current liabilities
Loans (long term) 18 2,408,539 2,055,712
Other long-term liabilities 19 44,428 53,722
Total non-current liabilities 2,452,967 2,109,434
Current liabilities
Trade and other payables 17 400,542 2,905,091
Loans (short term) 18 41,943 81,608
Accrued expenses 20,033 34,235
Current tax liabilities 38,253 17,823
Other short-term liabilities 19, 20 186,525 170,295
Total current liabilities 687,296 3,209,052
TOTAL LIABILITIES 3,140,263 5,318,486
TOTAL EQUITY AND LIABILITIES 12,136,846 14,136,425
Unaudited condensed consolidated statement of changes in equity for the period
ended 30 June 2023
Notes Share Capital Share premium Share based payments Revaluation reserve Convertible notes reserve Retained earnings Exchange differences on translating foreign operations Translation difference Total equity
Balance at 1 January 2023 194,426 13,660,572 1,926,720 854,196 - (6,944,622) - (873,353) 8,817,939
Transactions with owners - - - - - - - - -
Results from activities - - - - - (165,347) - - (165,347)
Other comprehensive income - - - - - 3,881 - 340,110 343,991
Balance at 30 June 2023 194,426 13,660,572 1,926,720 854,196 - (7,106,088) - (533,243) 8,996,583
Notes Share Capital Share premium Share based payments Revaluation reserve Convertible notes reserve Retained earnings Exchange differences on translating foreign operations Translation difference Total equity
Balance at 30 September 2021 187,128 12,938,022 - 854,196 393 (2,288,969) (222,601) 203,721 11,671,890
Transactions with owners 7,298 722,550 1,926,720 - - - - - 2,656,568
Results from activities - - - - - (3,145,770) - - (3,145,770)
Other comprehensive income - - - - (393) (1,509,883) 222,601 (1,077,074) (2,364,749)
Balance at 31 December 2022 194,426 13,660,572 1,926,720 854,196 - (6,944,622) - (873,353) 8,817,939
Unaudited condensed consolidated statement of cash flows for the period ended
30 June 2023
Notes 30 June 2023 31 December 2022
OPERATING ACTIVITIES
Profit / (loss) before taxation (124,817) (3,195,590)
Adjustments for
Depreciation of tangible/intangible fixed assets 8,714 23,664
Depreciation of right-of-use assets 9,871 38,290
Interest not paid (received) 56,683 51,562
Inventories - 33
Trade and other receivables 1,579,995 (1,186,224)
Trade and other payables (2,504,549) 940,044
Other assets 3,516 132,660
Other liabilities 17,973 (24,284)
Accrued expenses (14,202) 23,579
Non-operating expenses 3,881 3,148,046
Cash generated from operations (962,935) (48,220)
Taxes reclaimed (paid) - -
Total cash flow from operating activities (962,935) (48,220)
INVESTMENT ACTIVITIES
Purchase /disposal of property, plant and equipment - (3,391)
Purchase /disposal of other intangible assets (5,963) (15,276)
Acquisition of subsidiaries, net of cash acquired - (291,747)
Total cash flow from investment activities (5,963) (310,414)
FINANCING ACTIVITIES
Loans given / received 290,000 625,000
Financial obligations (right-of-use) (10,034) (71,103)
Interest paid (right-of-use) (1,003) (5,032)
Total cash flow from financing activities 278,963 548,865
NET CASH FLOW (689,935) 190,231
Exchange differences and translation differences on funds (141,786) (34,704)
MOVEMENTS IN CASH FUND (831,721) 155,527
Balance as of beginning of the period 911,686 756,159
Movement for the period (831,721) 155,527
Balance as of the end 79,965 911,686
Notes to the unaudited condensed consolidated financial statements, comprising
significant accounting policies and other explanatory information for the six
month period ended 30 June
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:
· 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)
· 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 Interim 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 represent the financial reporting period of the
Group for the 6 month period ended 30 June 2023.
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
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 Mobio Global Inc. on 27 April 2022
Principles for foreign currency translation
The financial statements of the Group are presented in US dollars, which is
the Group's presentation currency.
Receivables, liabilities, and obligations denominated in any currency other
than USD are translated at the exchange rates prevailing as of the reporting
date.
Transactions in any currency other than USD during the financial year are
recognized in the financial statements at the average annual exchange rate.
The exchange differences resulting from the translation as of the reporting
date, taking into account possible hedging transactions, are recorded in the
consolidated statement of profit or loss and other comprehensive income.
The nominal value of the share capital and other share components of the
subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of
sterling (GBP) and translated into USD using historical exchange rate; the
exchange differences resulting from this translation are recorded in the
Exchange differences on translating foreign operations in the statement of
financial position.
Cross-rates USD/RUB are taken from the Central bank of the Russian Federation
official site Official exchange rates on selected date | Bank of Russia
(cbr.ru) (https://cbr.ru/eng/currency_base/daily/) . Cross-rates GBP/USD,
USD/SGD and average rate GBP/USD are taken from
https://www.exchangerates.org.uk/ (https://www.exchangerates.org.uk/) and
closing rate GBP/USD is taken from the site Currency Exchange Rates -
International Money Transfer | Xe (https://www.xe.com/) .com.
GBP/USD 30.06.2023 31.12.2022
Closing rate 1.2681 1.2101
Average rate 1.2337 1.2369
Revenue
The Group's revenue comprises primary income from the provision of mobile
marketing services in 2023 and 2022. 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.
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.
Other financial commitments
Financial commitments that are not held for trading purpose are carried at
amortised cost using the effective interest rate method.
Other purchased intangibles assessment
The Group annually reviews the recoverability of all long-term assets,
whenever events or changes in circumstances indicate that the carrying amount
of an asset might not be recoverable. The Group determines whether there has
been an impairment by comparing the anticipated undiscounted future net cash
flows to the related asset's carrying value. If an asset is considered
impaired, the asset is written down to fair value which is either determined
based on discounted cash flows or appraised values, depending on the nature of
the asset.
Intangible fixed assets
Concessions, Intellectual Property and Licenses are stated at cost less
accumulated amortisation.
Amortisation is recognized in the income statements on a straight-line over
the estimated useful life as follows:
· Trademarks - 10 years.
· Licenses - validity period.
· Programs - 5 years.
Tangible fixed assets
Tangible fixed assets are stated at their historical cost less accumulated
depreciation. Depreciation is recognized in the income statement in a
straight-line basis over the estimated useful lives of each item of tangible
fixed assets. The minimum cost to recognize an objects as a fixed asset is
3,000 USD. The annual depreciation rates applied are:
· Technical and office equipment, computers - 3 years.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
· Leases of low value assets; and
· Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of contractual payments
due to the lessor over the lease term, with the discount rate determined by
reference to the rate inherent in the lease unless (as is typically the case)
this is not readily determinable, in which case the Group's incremental
borrowing rate placed at the official site of the Bank of England.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases that have a lease term of 12 months or less
and low-value assets, including IT equipment. The Group would recognise the
lease payments associated with these leases as an expense on a straight-line
basis over the lease term.
Receivables
Upon initial recognition the receivables are included at fair value and then
valued at amortised cost. The fair value and amortised cost equal the face
value. Any provision for doubtful accounts deemed necessary is deducted. These
provisions are determined by individual assessment of the receivables. All
receivables are due within one year.
Cash
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the
indirect method.
Provisions
These are recognised when the Group has a present legal or constructive
obligation as a result of past events, when it is probable that an outflow of
resources will be required to settle the obligation, and the amount can be
reliably estimated.
Provisions are measured at the present value of the expenditure expected to be
required to settle the obligation, using a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the
obligation. The increase in the provision due to the passage of time is
recognised as a finance cost.
Deferred taxes
A deferred tax liability / asset is recognized for any differences in
commercial and fiscal valuation of the Group's assets and liabilities.
Taxation
Current tax is the tax currently payable based on the taxable profit for the
year.
The Group recognises current tax assets and liabilities of entities in
different jurisdictions separately as there is no legal right of offset.
Deferred tax is provided in full on temporary differences between the carrying
amounts of assets and liabilities and their tax bases, except when, at the
initial recognition of the asset or liability, there is no effect on
accounting or taxable profit or loss under a business combination. Deferred
tax is determined using tax rates and laws that have been substantially
enacted by the statement of financial position date, and that are expected to
apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits to the
Group, are recognised as deferred tax assets, to the extent that it is
probable that there will be future taxable profits against which the temporary
differences can be utilised. Changes in deferred tax assets or liabilities are
recognised as a component of the tax expense in the statement of comprehensive
income, except where they relate to items that are charged or credited
directly to equity, in which case the related deferred tax is also charged or
credited directly to equity.
Financial income and expenses
Financing income includes forex exchange and financial expenses include bank
fee.
ACCOUNTS BREAKDOWN AND NOTES
1. Revenue
Revenue arises from:
Country H1 2023 H1 2022
UK 1,767,609 605,835
Singapore 30,757 255,542
USA 4,200 -
Russian Federation - 2,563,191
Total 1,802,566 3,424,568
Revenue is segmented by the country where it was received.
2. Operating expenses
Country H1 2023 H1 2022
UK 1,095,037 1,575,443
Singapore 48,823 47,741
USA 20,143 -
Russian Federation - 1,745,421
Total 1,164,003 3,368,605
Expenses H1 2023 H1 2022
Platforms and publishers' fees 775,380 2,747,301
Premium receivable from platforms - (68,939)
Contractor fees 388,623 262,498
Wages & Salaries - 256,038
Social taxes - 42,667
Other - 129,040
Total 1,164,003 3,368,605
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.
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
H1 2023 H1 2022
Wages & Salaries 32,188 91,103
Wages & Salaries - (top management) 214,504 44,902
Social taxes 3,116 10,519
Social taxes - (top management) 21,421 3,096
Audit and Accountancy fees 64,376 3,347
Voluntary medical insurance of employees 26,542 -
Advertising & Marketing 18,177 -
IT services and license fees 17,393 31,241
Business travel expenses 11,689 1,922
Office expenses 3,631 56,416
Staff education and training - 10,802
Other administrative expenses 5,768 22,526
Total 418,805 275,874
Staff details (administrative and operating)
Number of staff H1 2023 H1 2022
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) H1 2023 H1 2022
Wages & Salaries 32,188 347,141
Wages & Salaries - (top management) 214,504 44,902
Social taxes 3,116 53,186
Social taxes - (top management) 21,421 3,096
Total 271,229 448,325
Remuneration paid to key management personnel:
Director's fees
Holding company Subsidiary companies Total
Directors remuneration H1 2023 95,612 118,892 214,504
Directors remuneration H1 2022 - 44,902 44,902
5. Finance income and financial expenses
H1 2023 H1 2022
Finance income
FX differences 117 052 -
Total 117 052 -
Finance expenses
FX differences - 200,885
Bank fee 3,368 36,724
Total 3,368 237,609
6. Non-operating income and expenses
H1 2023 H1 2022
Non-operating income
Other non-operating income 6,215 1,381
Total 6,215 1,381
Non-operating expenses
Provision for bad debts - 211,274
Other non-operating expenses 6,460 8,042
Total 6,460 219,316
7. Interest income and expenses
H1 2023 H1 2022
Interest income
Interest on the bank account - 131
Influence LLC, loan agreement 4 dd 19.08.2020 - 108
Interest income total - 239
Interest expenses H1 2023 H1 2022
TDFD loan interest 234,412 232,873
Loan Note Interest Expense - 141,663
AdTech loan 14,373 -
Mobile Marketing LLC 1,504 -
Rent interest 1,003 3,414
Total 251,292 377,950
8. Taxation
H1 2023 H1 2022
Profit tax
UK corporation tax (19%) 15,504 (13,215)
Russian corporation tax (20%) - (804)
Singapore corporation tax (17%) 4,494 -
USA corporation tax (21%) - -
Total current tax 19,998 (14,019)
Deferred tax UK 81,505 (14,525)
Deferred tax Russia (868) (86,740)
Deferred tax Singapore (60,105) 922
Deferred tax USA - (210)
Deferred tax in Profit and Loss report 20,532 (100,553)
Taxation on profit on ordinary activities 40,530 (114,572)
Deferred tax in Statement of financial position 58,162 42,174
- opening balance
Deferred tax in Statement of Profit and Loss during reporting period (20,532) 100,553
Translation difference (533) 46,704
Deferred tax in Statement of financial position 37,097 189,431
- closing balance
Net deferred tax assets recognized as of 30 June 2023 was not impaired.
8.1. Deferred taxes
As of 1 January 2023 Movements during reporting period As of 30 June 2023
Deferred tax BS Charge to profit or loss Translation difference Deferred tax BS
Right-of-use assets 940 (303) 36 673
Property, plant and equipment - 164 5 169
Intangible assets (1,338) 359 (53) (1,032)
Trade receivables (payables) (28,136) (15,066) (1,815) (45,017)
Provisions 1,139 - - 1,139
Losses of previous years 85,557 (5,686) 1,294 81,165
Total 58,162 (20,532) (533) 37,097
9. Transactions with owners (business restructuring)
On 23 February 2023, Vertu Capital Holding Ltd. (UK) was liquidated by Vox
Valor Capital Limited. The financial effect recognized in the financial
statements amounted to a USD 3,881 expense / cost.
10. 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.
30 June 2023 31 December 2022
Loss for the period after tax for the purposes of basic and diluted earnings (165,347) (3,145,770)
per share
Number of ordinary shares 2,368,395,171 2,368,395,171
Weighted average number of ordinary shares in issue for the purposes of basic 2,368,395,171 2,195,443,485
earnings per share
Loss per share (cent) (0,01) (0,14)
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.
11. Tangible fixed assets
Fixed assets movement as of June 30, 2023
Cost Computers, phones Total
As of beginning of the period 3,391 3,391
Translation difference 162 162
As of period end 3,553 3,553
Depreciation
As of beginning of the period - -
Depreciation charge (865) (865)
Translation difference (23) (23)
As of period end (889) (889)
Net book value
As of beginning of the period 3,391 3,391
As of period end 2,664 2,664
Tangible fixed assets are amortized over 3 years. Depreciation expenses are
included in profit and loss under the «Depreciation of tangible / intangible
assets».
12. Intangible assets
Intangible assets movement as of 30 June 2023:
Cost Licenses Total
As of period beginning 14,944 14,944
Additions 5,962 5,962
Disposals (6,170) (6,170)
Translation difference 711 711
As of period end 15,447 15,447
Depreciation
As of period beginning (7,906) (7,906)
Depreciation charge (7,849) (7,849)
Disposals 6,170 6,170
Translation difference (427) (427)
As of period end 10,012) 10,012)
Net book value
As of period beginning 7,038 7,038
As of period end 5,435 5,435
Amortization is recognized in the income statements using the straight-line
method over the estimated useful life:
· Licenses - validity period.
13. Right-of-use assets
Right-of-use assets movement as of 30 June 2023:
Cost Leased server Total
As of period beginning 77,451 77,451
Translation difference 3,714 3,714
As of period end 81,165 81,165
Depreciation
As of period beginning (11,295) (11,295)
Depreciation charge (9 871) (9 871)
Translation difference (816) (816)
As of period end (21,982) (21,982)
Net book value
As of period beginning 66,156 66,156
As of period end 59,183 59,183
Lease liabilities in respect of right-of-use assets:
Leased server Total
As of 30 June 2023 62,724 62,724
including:
long-term 44,428 44,428
short-term 18,296 18,296
Interest expense recognized: Leased server Total
As of 30 June 2023 1,003 1,033
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
(https://www.bankofengland.co.uk/statistics/effective-interest-rates/2022/june-2022)
) and consisted as follows:
- Server lease right: 3.11%.
14. Investments in subsidiaries
Subsidiary undertakings Country of incorporation
30 June 2023 31 December 2022
Vertu Capital Holding Ltd. United Kingdom - 100%
Vox Capital Ltd United Kingdom 100% 100%
Mobio Global Ltd United Kingdom 100% 100%
Vox Valor Capital Pte Ltd Singapore 100% 100%
Initium HK Ltd Hong Kong 100% 100%
Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding
investments in stock.
On 23 February 2023, Vertu Capital Holding Ltd. (UK) was liquidated by Vox
Valor Capital Limited.
Mobio Global Limited was created as an acquisition purposes vehicle. As of 30
June 2023 the Mobio Group consists of:
Subsidiary undertakings Country of incorporation
30 June 2023 31 December 2022
Mobio (Singapore) PTE LTD Singapore 100% 100%
Mobio Global Inc. USA 100% 100%
Investments at fair value
Investments at fair value 30 June 2023 31 December 2022
Airnow PLC shares 10,602,402 10,156,281
Total 10,602,402 10,156,281
The shares in Airnow PLC are directly held by Vox Valor Capital Singapore Pte
Limited.
15. Trade and other receivables
30 June 2023 31 December 2022
Trade receivables 1,170,365 2,924,351
Provision for bad debts (6,702) (6,702)
Prepayments 186,437 12,446
Total 1,350,100 2,930,095
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 30 June 2023
< 60 days < 90 days < 180 days > 180 days Total
Trade receivables 1,163,663 - - 6,702 1 170 365
Provision for bad debts - - - (6,702) (6 702)
Total 1,163,663 - - - 1,163,663
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
16. Cash and cash equivalents
30 June 2023 31 December 2022
Cash at bank and in hand 79,965 911,686
Total 79,965 911,686
17. Trade and other payables
30 June 2023 31 December 2022
Trade payables 392,551 2,891,753
Other taxes and social security costs 496 8,068
Other payables and accruals 7,495 5,270
Total 400,542 2,905,091
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.
18. Loans and borrowings
Long-term 30 June 2023 31 December 2022
Triple Dragon Funding Delta Limited (TDFD) - principal 1,915,000 1,625,000
AdTech Solutions Limited - principal 385,000 385,000
AdTech Solutions Limited - interest 61,007 -
Mobile Marketing LLC - principal 40,000 40,000
Mobile Marketing LLC - interest 7,532 5,712
Total 2,408,539 2,055,712
Short-term 30 June 2023 31 December 2022
Triple Dragon Funding Delta Limited (TDFD) - interest 41,943 35,038
AdTech Solutions Limited - interest - 46,570
Total 41,943 81,608
During the period ended 30 June 2023, 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 27 July 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 1 March 2024. Interest is charged
on the loan at a rate of 7.5% per calendar month.
19. Other long-term and lease liabilities
Lease liabilities
30 June 2023 31 December 2022
Non-current liabilities
Lease liabilities 44,428 53,722
Current liabilities
Lease liabilities 18,296 17,381
Total 62,724 71,103
As at the period ended 30 June 2023 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.
Interest expense recognized: Leased property Leased server Total
As of 30 June 2023 - 1,003 1,033
As of 31 December 2022 2,999 2,033 5,032
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
(https://www.bankofengland.co.uk/statistics/effective-interest-rates/2022/june-2022)
) and consisted as follows:
- Server lease right: 3.11%.
20. Other short-term liabilities
30 June 2023 31 December 2022
VAT payable (tax agent) 153,883 152,914
Current lease liabilities 18,296 17,381
Salary liabilities 14,346 -
Total 186,525 170,295
21. Financial instruments
The Group's financial instruments may be analysed as follows:
Financial assets 30 June 2023 31 December 2022
Financial assets measured at amortised cost:
Cash at bank and in hand 79,965 911,686
Trade receivables 1,163,663 2,917,649
Other receivables 186,437 12,446
Total 1,430,065 3,841,781
Financial liabilities 30 June 2023 31 December 2022
Financial liabilities measured at amortised cost:
Trade payables 392,551 2,891,753
Other taxes and social security costs 496 8,068
Lease liabilities 62,724 71,103
Total 455,771 2,970,924
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
(2022: nil).
22. 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:
30 June 2023 31 December 2022
Trade receivables 1,163,663 2,917,649
Prepayments 186,437 12,446
Total 1,350,100 2,930,095
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 30 June 2023
Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount
Trade and other payables 400,542 - - - 400,542
Corporation tax payable 38,253 - - - 38,253
Lease liabilities 9,719 8,577 44,428 - 62,724
Total 448,514 8,577 44,428 - 501,519
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
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 GBP EUR
30 June 2023 2,623 8,617
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.
30 June 2023 31 December 2022
GBP EUR GBP EUR
10% weakening of functional currency (262) (862) (15,710) (1,129)
10% strengthening of functional currency 262 862 15,710 1,129
The impact of a change of 10% has been selected as this has been considered
reasonable given the current level of exchange rates and the volatility
observed both on a historical basis and market expectations for future
movements.
Reputational risks
The Management of the Group believes that at present there are no facts that
could have a significant negative impact on the decrease in the number of its
customers due to a negative perception of the quality of services provided,
adherence to the terms of rendering services, as well as the participation of
the Group in any price agreement. Accordingly, reputational risks are assessed
by the Group as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their
carrying value.
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.
23. 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
23.1. Transactions with related parties
· Trade and other receivables - related parties (immediate parent
company for the Group):
Creditor Related party Description 30 June 31 December 2022
2023
Vox Capital Ltd Mobio Global LTD Administrative expenses 21,424 8,591
Total: 24,424 8,591
· Trade and other payables - related parties (immediate parent company
for the Group):
Debtor Related party Description 30 June 31 December 2022
2023
Vox Capital Ltd Mobio Global LTD Intercompany payments 2,304,890 2,448,048
Total: 2,304,890 2,448,048
23.2. Transactions with affiliated parties
· Trade and other receivables - affiliated parties:
Debtor Affiliated party Description 30 June 31 December 2022
2023
Mobio Global LTD Triple Dragon Services OÜ Service agreement 406,826 650,586
Mobio Global LTD Adtech Solutions Limited Service agreement 227,826 185,696
Mobio Global LTD Mobile Marketing LLC Service agreement 181,901 185,696
Mobio (Singapore) Pte LTD Triple Dragon Services OÜ Service agreement 44,500 44,500
Total: 860,272 880,782
· Trade and other payables - affiliated parties:
Creditor Affiliated party Description 30 June 31 December 2022
2023
Mobio Global LTD Triple Dragon Services OÜ Service agreement 9,350 145,623
Mobio (Singapore) Pte LTD Triple Dragon Services OÜ Service agreement - 125,094
Mobio Global LTD Mobile Marketing LLC Audit fees charging 39,623 37,168
Mobio (Singapore) Pte LTD Mobile Marketing LL Audit fees charging 15,299 15,924
Total: 64,272 323,809
· Loans - affiliated parties:
Creditor Affiliated party Description 30 June 31 December 2022
2023
Vox Capital Ltd Triple Dragon Funding Delta Limited Loan agreement - principal 1,915,000 1,625,000
Vox Capital Ltd Triple Dragon Funding Delta Limited Loan agreement - interest 41,943 35,038
Mobio Global LTD Adtech solutions limited Loan agreement - principal 385,000 385,000
Mobio Global LTD Adtech solutions limited Loan agreement - interest 61,007 46,570
Vox Capital Ltd Mobile Marketing LLC Loan agreement - principal 40,000 40,000
Vox Capital Ltd Mobile Marketing LLC Loan agreement - interest 7,532 5,712
Total: 2,450,482 2,137,320
· Income and expenses - affiliated parties:
Parent company Affiliated party Description H1 2023 H1 2022
Mobio Global LTD Triple Dragon Services OÜ Sales revenue 872,838 -
Mobio Global LTD Adtech Solutions Limited Sales revenue 214,715 -
Mobio Global LTD Triple Dragon Services OÜ Operating expenses 34,182 49,725
Mobio (Singapore) Pte LTD Triple Dragon Limited Operating expenses 34,807 2,741
Mobio Global LTD Adtech Solutions Limited Administrative expenses 375 -
Vox Capital Ltd Triple Dragon Funding Delta Limited Interest expenses 234,412 323,873
Mobio Global LTD Adtech solutions limited Interest expenses 14,373 -
Mobile Marketing LLC Influence LLC Interest income 1,504 -
24. Subsequent events
In the period between the reporting date and the date of signing the financial
statements for the interim reporting period, 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.
25. Approval of unaudited consolidated financial statements
Responsibility Statement
The Company's Directors, whose names and functions appear below this
statement, are responsible for preparing this unaudited interim consolidated
financial statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR')
and with Accounting Standard IAS 34 "Interim Financial Reporting".
The Directors, and each Director individually, confirms that, to the best of
their knowledge, this unaudited consolidated financial statements gives a true
and fair view of the assets, liabilities, financial position and profit or
loss of the Group and that the interim management report includes a fair
review of the information required by DTR4.2.7R 7R (indication of important
events during the first six months and description of principal risks and
uncertainties for the remaining six months of the year) and by DTR4.2.8R
(disclosure of material related parties' transactions).
Directors:
John G Booth (Non-Executive Chairman)
Konstantin Khomyakov (Finance Director)
Rumit Shah (Non-Executive Director)
Simon Retter (Non-Executive Director) (resigned 31 August 2023)
This unaudited consolidated financial information was approved by the Board on
28 September 2023.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR NKFBPFBKDOCBRecent news on Vox Valor Capital
See all newsREG - Vox Valor Capital - Annual Results
AnnouncementREG - Vox Valor Capital - Change of Adviser
AnnouncementREG - Vox Valor Capital - Director/PDMR Shareholding
AnnouncementREG - Vox Valor Capital - Interim Results
AnnouncementREG - Vox Valor Capital - Director Resignation
Announcement