Publication of 2021 Annual Report
01/06/2022 07:31
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RNS Number : 5389N Vertu Capital Limited 01 June 2022
Vertu Capital Limited
("VERTU" OR "THE COMPANY")
Vertu Announces Publication of 2021 Annual Report
Vertu Capital Limited ("Vertu"), (LSE:VCBC) a company that was formed in
September 2014 to undertake an acquisition of a target company or business in
the financial services sector - including (but not to the exclusion of other
types of business) fund management businesses, niche investment banks, trustee
& custodian services businesses and financial planning businesses,
announces its publication of financial results for the year ended 31 December
2021.
An electronic copy of the Annual Result for the year ended 31 December 2021 is
now available to the public on the Company's website
at www.vertucapital.co.uk (http://www.vertucapital.co.uk/)
ENDS
About Vertu Capital Limited
The Company has been formed to undertake an acquisition of a target company or
business in the financial services sector - including (but not to the
exclusion of other types of business) fund management businesses, niche
investment banks, trustee & custodian services businesses and financial
planning businesses.
For further information please contact:
William Du
Tel: +603 5613 3388
Fax : +603 5613 3399
Email : ir@vertucapital.co.uk (mailto:ir@vertucapital.co.uk)
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED TO 31 December 2021
I have pleasure in presenting the financial statements of Vertu Capital
Limited (the "Company") and its wholly owned subsidiary (together referred to
as the "Group") for the year ended 31 December 2021.
On 30 June 2021, the Company announced that it had signed a conditional term
sheet for its intention to acquire Vox Capital Plc (VOX), 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, subject to agreement of such with, amongst others, the FCA.
The Intended Acquisition, if it proceeds, will constitute a Reverse Takeover
(RTO) under the Listing Rules as the value of the consideration will exceed
the Company's market capitalisation and it will result in a fundamental change
in the business of the Company as it will own an operating business.
Accordingly, the Company has requested the suspension of the listing in the
Company's ordinary shares on the Standard Segment of the Official List, and
trading on the London Stock Exchange's Main Market has been suspended with
effect from 7.30 am on the 30 June 2021, pending the publication of a
prospectus and the application by the Company as enlarged by the Intended
Acquisition to have its enlarged share capital listed on the Standard Segment
of the Official List and admitted to trading on the London Stock Exchange's
Main Market.
VOX is a UK company with global business access; it had some revenue streams
from Russia which has now been removed in order to comply with the economic
sanctions imposed. These changes had caused a minor delay in adjusting VOX's
cash flows and business descriptions. The board were given to understand that
the matter has now been resolved. As of the current date, the transaction is
still pending approval from the UK Financial Conduct Authority.
The Group reported a net loss of £146,520 (0.11p per share) for the year
2021. As at 31 December 2021, the Group had cash at bank of £311,000.
The main expense for the Company is its legal and professional costs. The
management intends to monitor and control this to be cost efficient and
minimise its net loss before a suitable acquisition.
The Board looks forward to providing further updates to shareholders in due
course once a conclusion of the RTO exercise is in hand.
Du Kiat Wai
Chairman
31 May 2022
VERTU CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Directors' report
The Directors present their report together with the audited non-statutory
financial statements of Vertu Capital Limited (the "Company") and its wholly
owned subsidiary (together the "Group") for the year ended 31 December 2021.
Vertu Capital Limited was incorporated on 12 September 2014 in the Cayman
Islands, as an exempted company with limited liability under the Companies
Law. The registered office of the Company is at the offices of Offshore
Incorporations (Cayman) Limited, Floor 2, Willow House, Cricket Square, PO Box
2804, Grand Cayman KY1-1112, Cayman Islands.
The Company's ordinary shares on the Standard Segment of the Official List is
currently suspended from trading on the London Stock Exchange's Main Market
pending the conclusion of a reverse takeover (RTO) exercise currently being
processed.
The Company's nature of operations is to act as a special purpose acquisition
company and is as described above, in midst of seeking approval for the said
RTO exercise.
Results and dividends
The results for the year are set out in the Consolidated Statement of
Comprehensive Income on page 13. The Directors do not recommend the payment of
a dividend on the ordinary shares.
Company objective
The Company has been formed to undertake an acquisition of a target company or
business in the financial services sector - including (but not to the
exclusion of other types of business) fund management businesses, niche
investment banks, trustee & custodian services businesses and financial
planning businesses.
In line with the Company objective, it is currently working towards a RTO
exercise as described on page 3 of this report.
The Company's business risk
As the Group has no operating history, the Group may fail to execute its
business plan or strategy and that the Group may be unable to identify a
target company for acquisition. This has been mitigated with the board's
regular review of the Group's business plan. An explanation of the Company's
financial risk management objectives, policies and strategies is set out in
note 12.
Key events
The Company on 30(th) June 2021, announced its intention to acquire Vox
Capital Plc, which will constitute a Reverse Takeover (RTO) under the Listing
Rules as the value of the consideration will exceed the Company's market
capitalisation and it will result in a fundamental change in the business of
the Company as it will own an operating business. Accordingly, the Company's
ordinary shares on the Standard Segment of the Official List, and trading on
the London Stock Exchange's Main Market has been suspended pending completion
of the RTO exercise.
VERTU CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021 (continued)
Directors
The Directors of the Company during the year were:
William Du Kiat Wai
Shunita Maghji
Simon James Retter
Directors' interest
None of the directors in office at the end of the financial year have any
interest in the shares of the company or its related corporations during the
financial year ended 31 December 2021.
Substantial shareholders
The Company has been notified of the following interests of 3 per cent or more
in its issued share capital as at 2 March 2022.
Number of Ordinary Shares % of
Share Capital
Party Name
Nordic Alliance Holdings Limited 22,798,332 15.83
Link Summit Limited 16,608,333 11.53
Infinity Mission Limited 15,708,334 10.91
Amber Oak Holdings Limited 14,418,333 10.01
Belldom Limited 10,308,334 7.16
Eastman Ventures Limited 6,858,333 4.76
West Park Capital Managers Ltd 4,900,000 3.40
Capital and returns management
The Directors believe that, following an acquisition, further equity capital
raisings may be required by the Company for working capital purposes as the
Company pursues its objectives. The amount of any such additional equity to be
raised, which could be substantial, will depend on the nature of the
acquisition opportunities which arise and the form of consideration the
Company uses to make the acquisition and cannot be determined at this time.
The Company expects that any returns for Shareholders would derive primarily
from capital appreciation of the Ordinary Shares and any dividends paid
pursuant to the Company's dividend policy.
Dividend policy
The Company intends to pay dividends on the Ordinary Shares following an
acquisition at such times (if any) and in such amounts (if any) as the Board
determines appropriate in its absolute discretion. The Company's current
intention is to retain any earnings for use in its business operations, and
the Company does not anticipate declaring any dividends in the foreseeable
future. The Company will only pay dividends to the extent that to do so is in
accordance with all applicable laws.
VERTU CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021 (continued)
Corporate governance
In order to implement its business strategy, the Company has adopted a
corporate governance structure whereby the key features of its structure are:-
· a wholly non-executive board with independent non-executive
Directors. The Board is knowledgeable and experienced and has extensive
experience of making acquisitions;
· consistent with the rules applicable to companies with a Standard
Listing, unless required by law or other regulatory process, Shareholder
approval is not required in order for the Company to complete the acquisition.
The Company will, however, be required to obtain the approval of the Board of
Directors, before it may complete the acquisition;
· the Board is not subject to the provisions of a formal governance
code and given its present size do not intend to formally adopt any specific
code nor any diversity policy, but will apply the principles of governance,
set out in the UK Corporate Governance Code, only when an acquisition is made;
· until an acquisition is made, the Company will not have separate
audit and risk, nominations or remuneration committees. The Board as a whole
will instead review audit and risk matters, as well as the Board's size,
structure and composition and the scale and structure of the Directors' fees,
taking into account the interests of Shareholders and the performance of the
Company, and will take responsibility for the appointment of auditors and
payment of their audit fee, monitor and review the integrity of the Company's
financial statements and take responsibility for any formal announcements on
the Company's financial performance;
· the Corporate Governance Code recommends the submission of all
directors for re-election at annual intervals. None of the Directors will be
required to retire by rotation and be submitted for re-election until the
first annual general meeting of the Company following the Acquisition; and
· following an acquisition, the Company may seek to transfer from a
Standard Listing to either a Premium Listing or other appropriate listing
venue, based on the track record of the company or business it acquires,
subject to fulfilling the relevant eligibility criteria at the time. If the
Company is successful in obtaining a Premium Listing, further rules will apply
to the Company under the Listing Rules and Disclosure and Transparency Rules
and the Company will be obliged to comply with the Model Code and to comply or
explain any derogation from the UK Corporate Governance Code.
Auditors and disclosure of information
The directors confirm that:
· there is no relevant audit information of which the Company's auditor
is unaware; and
· each Director has taken all the necessary steps he ought to have
taken as a Director in order to make himself aware of any relevant audit
information and to establish that the Company's auditor is aware of that
information.
VERTU CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021 (continued)Responsibility Statement
The Directors are responsible for preparing the annual report and the
non-statutory financial statements in accordance with applicable law and
regulations. The directors have prepared non-statutory financial statements in
accordance with UK-adopted International Accounting Standards.
International Accounting Standard 1 requires that non-statutory financial
statements present fairly for each financial year the Group's financial
position, financial performance and cash flows. This requires the faithful
representation of transactions, other events and conditions in accordance with
the definitions and recognition criteria for the assets, liabilities, income
and expenses set out in the International Accounting Standards Board's
"Framework for the Preparation and Presentation of Financial Statements". In
virtually all circumstances, a fair representation will be achieved by
compliance with IFRS. The directors are also required to:
- properly select and apply accounting policies;
- present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
- provide additional disclosures when compliance with the specific
requirements in IFRS is insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the Group's
financial position and financial performance; and
- make an assessment of the Company and the Group's ability to
continue as a going concern.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time, the financial position of the
Group. They are also responsible for safeguarding the assets of the Group and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The maintenance and integrity of the Vertu Capital Limited website is the
responsibility of the Directors; work carried out by the auditors does not
involve the consideration of these matters and, accordingly, the auditors
accept no responsibility for any changes that may have occurred in the
accounts since they were initially presented on the website.
Legislation in the Cayman Islands governing the preparation and dissemination
of the accounts and the other information included in annual reports may
differ from legislation in other jurisdictions.
The Directors are responsible for preparing the non-statutory financial
statements in accordance with the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority ('DTR') and with UK-adopted
International Accounting Standards.
The directors confirm, to the best of their knowledge that:
· the financial statements, prepared in accordance with the relevant
financial reporting framework, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
· the financial statements include a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties that it
faces.
VERTU CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021 (continued)
Auditors
The auditors, Shipleys LLP, was appointed by the board approval on 21 February
2022 and a resolution to reappoint them will be proposed at the Annual General
Meeting.
Events after the reporting date
There are no subsequent events requiring disclosure in these non-statutory
financial statements.
This responsibility statement was approved by the Board of Directors on 29
April 2022 and is signed on its behalf by;
……………………
Du Kiat Wai
Director
VERTU CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS
Opinion
We have audited the non-statutory financial statements of Vertu Capital
Limited (the "Company") and its subsidiary undertaking (together referred to
as the "Group") for the year ended 31 December 2021, which comprise:
· the consolidated statement of comprehensive income for the year ended
31 December 2021;
· the consolidated statement of financial position as at 31 December
2021;
· the consolidated statement of cash flows for the year ended 31
December 2021;
· the consolidated statement of changes in equity for the year ended 31
December 2021;
· notes to the non-statutory financial statements, which include a
summary of significant accounting policies and other explanatory information.
In our opinion, the non-statutory financial statements:
· give a true and fair view of the state of the Group's affairs as at
31 December 2021 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 non-statutory financial statements. We
used the concept of materiality to both focus our testing and to evaluate the
impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the
non-statutory financial statements as a whole to be £9,207, based on
approximately 4% of the Group's net assets at the year end.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the non-statutory
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
£6,905.
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 £460. 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
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 non-statutory 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.
Other Information
The other information comprises the information included in the annual report
other than the non-statutory 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
non-statutory 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 set out
on page 6, the directors are responsible for the preparation of the
non-statutory 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 UK and Cayman
Islands 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.
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
non-statutory 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 to audit the non-statutory
financial statements for the year ended 31 December 2021. Our total
uninterrupted period of engagement is 1 year, covering the year ended 31
December 2021.
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
For and on behalf of
SHIPLEYS LLP
Chartered Accountants and Statutory Auditor
10 Orange Street, Haymarket, London, WC2H 7DQ
29 April 2022
VERTU CAPITAL LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 December 2021
As at As at
31-Dec-2021 31-Dec-2020
Notes £ £
REVENUE - -
- -
Other operating expenses 4 (146,520) (128,829)
OPERATING LOSS BEFORE TAXATION (146,520) (128,829)
Income tax expense 5 - -
LOSS FOR THE PERIOD ATTRIBUTABLE TO (146,520) (128,829)
EQUITY HOLDERS OF THE COMPANY
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (146,520) (128,829)
Basic and diluted loss per share (pence) 8 (0.11) p (0.11) p
The notes to the financial statements form an integral part of these financial
statements.
VERTU CAPITAL LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 December 2021
As at As at
31-Dec-2021 31-Dec-2020
Notes £ £
CURRENT ASSETS
Other receivables 7 50 11,324
Prepayments 7 5,336 -
Cash and cash equivalents 311,000 191,321
316,386 202,645
CURRENT LIABILITIES
Other payables 72,007 44,028
Amount due to directors - 21,918
Accruals & Provision 14,200 -
86,207 65,946
NET ASSETS 230,179 136,699
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
Share capital 9 1,440,000 1,200,000
Accumulated losses (1,209,821) (1,063,301)
TOTAL EQUITY 230,179 136,699
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 29 April
2022 and signed on its behalf by;
……………………
Du Kiat Wai
Director
VERTU CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 December 2021
As at As at
31-Dec-21 31-Dec-20
Notes £ £
Cash flow from operating activities
Loss before tax (146,520) (128,829)
Changes in working capital
Other receivables 5,938 (15)
Amount due to directors (21,918) 25,367
Other payables 42,179 (1,093)
26,199 24,259
Net cash used in operating activities (120,321) (104,570)
Cash flow from financing activities
Proceeds from issuance of ordinary shares capital 240,000 -
Net cash generated from financing activities 240,000 -
Net increase / (decrease) in cash and cash equivalents 119,679 (104,570)
Cash and cash equivalents at beginning of year 191,321 295,891
Cash and cash equivalents at end of year 311,000 191,321
The notes to the financial statements form an integral part of these
non-statutory financial statements
VERTU CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 December 2021
Year ended 31 December 2021
Share capital Accumulated losses Total
£ £ £
As at 1 January 2021 1,200,000 (1,063,301) 136,699
Proceeds from issuance of ordinary shares 240,000 - 240,000
Loss for the year - (146,520) (146,520)
Total comprehensive loss for the year - (146,520) (146,520)
As at 31 December 2021 1,440,000 (1,209,821) 230,179
Year ended 31 December 2020
Share capital Accumulated losses Total
£ £ £
As at 1 January 2020 1,200,000 (934,472) 265,528
Loss for the year - (128,829) (128,829)
Total comprehensive loss for the year - (128,829) (128,829)
As at 31 December 2020 1,200,000 (1,063,301) 136,699
The notes to the financial statements form an integral part of the financial
statements.
VERTU CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2021
1. GENERAL INFORMATION
Vertu Capital Limited (the "Company") 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 at the offices of
Offshore Incorporations (Cayman) Limited, Floor 2, Willow House, Cricket
Square, PO Box 2804, Grand Cayman KY1-1112, Cayman Islands. In 2018, the
Company incorporated a wholly owned subsidiary in the United Kingdom. These
non-statutory financial statements comprise of financial information of the
Company and its wholly owned subsidiary (together referred to as the "Group").
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and considers
them to be the most appropriate to the Group's business activities.
Basis of preparation
The non-statutory financial statements ("financial statement") have been
prepared in accordance with UK-adopted International Accounting Standards and
IFRIC interpretations applicable to companies reporting under IFRS. The
financial statements have been prepared under the historical cost convention
as modified for financial assets carried at fair value.
On 1 January 2021, IFRS as adopted by the European Union at that date was
brought into UK law and became UK-adopted International Accounting Standards,
with future changes being subjec tto endorsement by the UK Endorsement Board.
The Company transitioned to UK-adopted International Accounting Standards in
its consolidated financial statements on 1 January 2021. This change
constitutes a change in accounting framework. However, there is no impact on
recognition, measurement or disclosure in the period reported as a result of
the change in framework.
The financial statements of the Group is presented in British Pound Sterling
("£").
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 Group in future periods.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity.
All intercompany transactions, balances, income and expenses are eliminated in
consolidation.
VERTU CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2021 (continued)
2. Accounting policies (continued)
Going concern
At the reporting date, the Group had cash balance of £311,000. During the
financial year , the Company raised £240,000 through the issue of 24 million
ordinary shares as working capital, which the Directors believe will be
sufficient to pay ongoing expenses and pre-acquisition activities and to meet
its liabilities as they fall due for a period of at least 12 months from the
date of approval of the financial statements (see note 3). On 30 June 2021,
the Company announced its intention to acquire Vox Capital Plc (the Proposed
Transaction), as described in note 16. As the Proposed Transaction is still in
early stages, the Company is not presently contracted to incur any costs.
Should costs be incurred as a result of the Proposed Transaction, the Company
has entered into a contractual arrangement with Vox Capital Plc to meet these
costs on the Company's behalf.
The COVID-19 pandemic has not had a significant impact to the Group's matters
to date. The Directors currently have an appropriate response plan in place.
They will continue to monitor and assess the ongoing development and respond
accordingly.
These financial statements have been prepared on a going concern basis, which
assumes that the Group will continue to be able to meet its liabilities as and
when they fall due in the foreseeable future.
Cash and cash equivalents
The Group considers any cash on short-term deposits and other short-term
investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the period.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other periods and it further excludes items that are never taxable or
deductible. The Group'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.
VERTU CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2021 (continued)
Accounting policies (continued)
Financial instruments
Financial assets and financial liabilities are recognised on the statement of
financial position when the Group 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 Group'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 Group 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 Group derecognises financial liabilities when, and only when, the Group's
obligations are discharged, cancelled or they expire.
Operating segments
The directors are of the opinion that the business of the Company comprises a
single activity, that of an investment Company. Consequently, all activities
relate to this segment.
The subsidiary company has not started any operation to date.
VERTU CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2021 (continued)
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Until an acquisition is made, the Company's nature of operations is to act as
a special purpose acquisition Company. This significantly reduces the level of
estimates and assumptions required. The Directors do not consider there to be
any key estimation uncertainty. In respect of critical judgments, the only key
judgments is the adoption of going concern basis for preparing the financial
statements, that require to be separately reported.
(a) Going concern
As disclosed in note 2, the Directors have a reasonable expectation that the
Group has adequate resources through its cash balances to continue in
operational existence for the foreseeable future. For this reason, the Group
continues to adopt the going concern basis in preparing the financial
statements.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
As at As at
31-Dec-2021 31-Dec-2020
£ £
Rental of premises 8,453 8,743
Auditors' remuneration:
Fees payable to the Company's auditor for the audit of the Company's annual
accounts
14,000 15,000
5. 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 2021.
The Group has incurred indefinitely available tax losses of £1,209,821 (2020:
£1,063,301) to carry forward against future taxable income of the subsidiary
in which the losses arose and they cannot be used to offset taxable profits
elsewhere in the Group. No deferred income tax asset has been recognised in
respect of the losses carried forward, due to the uncertainty as to whether
the Group will generate sufficient future profits in the foreseeable future to
prudently justify this.
6. SUBSIDIARY
On 30 November 2018, the Company incorporated a wholly owned subsidiary
company, Vertu Capital Holdings Limited with paid up capital of £1 The
subsidiary company was incorporated in the United Kingdom.
Both directors of the subsidiary company are also directors in the Company.
VERTU CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2021 (continued)
7. OTHER RECEIVABLES
As at As at
31-Dec-21 31-Dec-20
£ £
Other receivables 50 11,324
Prepayments 5,336 -
5,386 11,324
8. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable
to equity holders of the Group by the weighted average number of ordinary
shares in issue during the period. 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. There are currently no
dilutive potential ordinary shares.
Loss per share attributed to ordinary shareholders
As at As at
31-Dec-2021 31-Dec-2020
£ £
Loss (£) (146,520) (128,829)
Weighted average number of shares (Unit) 132,164,382 119,999,999
Per-share amount (Pence) (0.11) (0.11)
9. SHARE CAPITAL
Number of shares Share capital
£
Allotted, called up and fully paid
As at 31 December 2020 119,999,999 1,200,000
Additional 23,999,999 240,000
As at 31 December 2021 143,999,998 1,440,000
VERTU CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2021 (continued)
10. DIRECTORS EMOLUMENTS
Directors fee for the period As at As at
31-Dec-2021 31-Dec-2020
£ £
William Du Kiat Wai 5,000 5,000
Shunita Maghji 5,000 5,000
Simon James Retter 25,000 25,000
35,000 35,000
During the year, there was no staff costs as no staff were employed by the
Company, other than the directors.
11. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The capital structure of the
Group consists of equity attributable to equity holders of the Company,
comprising issued share capital and reserves.
12. FINANCIAL RISK MANAGEMENT
The Group uses a limited number of financial instruments, comprising cash,
short-term deposits, and various items such as trade receivables and payables,
which arise directly from operations. The Group does not trade in financial
instruments.
Financial risk factors
The Group's activities expose it to a variety of financial risks: currency
risk, credit risk, liquidity risk and cash flow interest rate risk. The
Group's overall risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the
Group's financial performance.
a) Currency risk
The Group does not have foreign operations and its exposure to foreign
exchange risk is minimal as the transactions and balances are predominantly
denominated in Pounds Sterling.
VERTU CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2021 (continued)
b) Credit risk
The Group's credit risk is primarily attributable to deposits with banks. The
Group manages its deposits with banks or financial institutions by monitoring
credit ratings and limiting the aggregate risk to any individual counterparty.
The Group's exposure to credit risk on cash and cash equivalents is considered
low as the bank accounts are with banks with high credit ratings.
c) Liquidity risk
The Group ensures it has adequate resource to discharge all its liabilities.
The directors have considered the liquidity risk as part of their going
concern assessment. (See note 2).
The maturity of the Group's financial liabilities comprises of other payables
and the amount due to directors, based on the contracted undiscounted
payments, falls within one year and payable on demand.
d) Cash flow interest rate risk
The Group has no significant interest-bearing liabilities and assets. The
Group monitors the interest rate on its interest-bearing assets closely to
ensure favourable rates are secured.
Fair values
Management assessed that the fair values of cash and short-term deposits and
other current liabilities approximate their carrying amounts largely due to
the short-term maturities of these instruments.
13. FINANCIAL INSTRUMENTS
The Group's principal financial instruments comprise cash and cash
equivalents, trade and other receivables and trade and other payable. The
Group's accounting policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect
of each class of financial assets, financial liability and equity instrument
are set out in Note 2. The Group does not use financial instruments for
speculative purposes.
VERTU CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2021 (continued)
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
As at As at
31-Dec-21 31-Dec-20
£ £
Financial assets
Cash and cash equivalents 311,000 191,321
Total financial assets 311,000 191,321
Financial liabilities measured at amortised cost
Amount owing to directors - 21,918
Other payables 86,207 44,028
Total financial liabilities 86,207 65,946
There are no financial assets that are either past due or impaired.
14. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management
personnel compensation has been disclosed in Note 10.
During the year ended on 31 December 2021, transactions with the directors
amounted to £35,000 (2020: £35,000). As at reporting date, there are no
amount to directors (2020: £1,249).
15. CONTROL
The Directors consider there is no ultimate controlling party.
16. SUBSEQUENT EVENTS
Due to the recent geo-political event which led to the imposition of economic
sanctions against Russia, there has been some delay in completing the RTO
process. This is because although VOX is a UK company with global business
access; it nevertheless had some revenue streams from Russia. This has now
been removed in order to comply with the economic sanctions. The board of
directors were informed that these changes had caused a minor delay in
adjusting the cash flows and business descriptions but it has now been
updated. As of the current date, the transaction is still pending approval
from the FCA.
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