REG - Vox Valor Capital - Annual Results
28/04/2023 07:00
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RNS Number : 7886X Vox Valor Capital Limited 28 April 2023
Vox Valor Capital Limited
("Vox Valor" or the "Company")
Annual Results
Vox Valor (LSE: VOX), is pleased to announce its audited final results for the
financial year ended 31 December 2022.
Period Highlights:
· For the financial year ended 31 December 2022, Vox Valor reported
revenue of USD 13.8 million, versus USD 7.0m in the previous financial period,
and a gross profit of USD 29k versus an operating loss of USD 336k in the
previous financial period.
· Total comprehensive income for the year was a loss of USD 5.5m
(versus a loss of USD 1.6m in the previous financial period), which is mainly
caused by non-recurring expenditure and accounting write-offs and impairments
in relation to the reverse take-over and the divestment of Mobile Marketing
LLC.
· During the financial year that ended 31 December 2022, Vox Valor
completed the acquisition of Vox Capital (including the Mobio Global mobile
marketing group), which transaction constituted a reverse take-over
transaction (the "RTO"), and Vox Valor ceased its business operations in
Russia and divested its 100% shareholding in Mobile Marketing LLC (the Russian
operating subsidiary of Mobio Global Limited) in August 2022. Both the RTO
transaction and the divestment of Mobile Marketing LLC have resulted in
non-recurring expenditure and certain non-cash impairments that had a
significant impact on the financial results of the Company.
Post Period Highlights:
· The Company has entered into two non-binding term sheets in relation
to the acquisition of two mobile game development and publishing businesses.
These term sheets are non-binding, subject to final documentation and due
diligence and subject to financing and board approval. The Company will make a
further announcement once binding agreements have been entered into.
Commenting on the results John Booth, Chairman, said:
"On behalf of the entire board of directors I am pleased to announce the first
results of Vox Valor as a publicly listed group. During 2022, we completed the
reverse take-over transaction and divested Mobile Marketing LLC. The group has
reported strong revenue growth and reached an operating profit. For the year
ahead, we look forward to seeing Vox Valor grow further both organically and
through mergers and acquisitions."
For additional information please contact:
John Booth (Chairman)
Konstantin Khomyakov (CFO)
Tel: +1 (345) 949-4544
Email: ir@voxvalor.com
Novum Securities Limited
David Coffman / George Duxberry
Tel: +44 (0)207 399 9400
About Vox Valor Capital Limited
Vox Valor Capital Limited is the holding company for Vox Capital Limited and
its subsidiary companies (together the "Vox Group"). The Vox Group has a focus
on making acquisitions of majority stakes in the marketing technology, digital
content, mobile games/apps and digital marketing sector. Digital marketing
technology and services and digital content/mobile games are large and
fast-growing industries. The Vox Group's management team has a successful
track record of operating, financing, and exiting businesses in this sector
and has a network in this sector which generates a steady flow of leads and
introductions to potential acquisition candidates. The Vox Group will target
the acquisition of privately held businesses that can benefit from the access
to liquidity and international scaling expertise that the Vox Group and its
management team can provide.
Chairmans statement
Vox Valor Capital Limited is pleased to announce that its audited financial
statements for the year ended 31 December 2022 have been published and are
available on its website at www.voxvalor.com/investors.
We are very pleased to report a strong increase in revenues and the group
achieving a modest operating profit. These results are very encouraging as
this revenue growth and operating profit improvement has been achieved under
very challenging circumstances as the operations of Vox Valor's mobile
marketing unit Mobio Global were disrupted by Mobio Global ceasing its
operations in Russia and the sale of Mobile Marketing LLC. For the current
financial year, we are looking forward to growing Vox Valor both organically
and through potential acquisitions.
Summary of Trading Results and Outlook
For the financial year ended 31 December 2022, Vox Valor reported revenue of
USD 13.8 million (versus USD 7.0m in the previous financial period) and a
gross profit of USD 29k (versus an operating loss of USD 336k in the previous
financial period).
Total comprehensive income for the year was a loss of USD 5.5m (versus a loss
of USD 1.6m in the previous financial period), which is mainly caused by
non-recurring expenditure and accounting write-offs and impairments in
relation to the reverse takeover ("RTO") and the divestment of Mobile
Marketing LLC.
During the financial year that ended 31 December 2022, Vox Valor completed the
acquisition of Vox Capital (including the Mobio Global mobile marketing
group), which transaction constituted an reverse take-over transaction (the
"RTO") under the Listing Rules., and Vox Valor ceased its business operations
in Russia and divested its 100% shareholding in Mobile Marketing LLC (the
Russian operating subsidiary of Mobio Global Limited) in August 2022. Both the
RTO transaction and the divestment of Mobile Marketing LLC have resulted in
non-recurring expenditure and certain non-cash impairments that had a
significant impact on the financial results of the Company.
Financial Statements
Consolidated statement of profit or loss and other comprehensive income
for the year ended 31 December 2022
Notes 31 December 2022 30 September 2021
Operating income and expenses
Sales revenue 1 13,829,357 6,965,362
Total income 13,829,357 6,965,362
Operating expenses 2 (12,585,236) (6,252,373)
Administrative expenses 4 (670,594) (655,901)
Contractors fees (346,514) (281,838)
Right-of-use assets expenses (38,290) (50,226)
Depreciation of tangible/intangible assets (23,664) (32,347)
Professional services (67,873) (12,716)
Audit and accountancy fees (68,142) (10,299)
Marketing expenses - (4,851)
Other expenses - (464)
Total operating costs (13,800,313) (7,301,015)
OPERATING PROFIT / (LOSS) 29,044 (335,653)
Non-operational income and expenses
Non-operating income 7 70,989 64,424
Non-operating expenses 7 (8,387) (1,982,294)
RTO Expenses 5 (2,723,648) -
NET NON-OPERATING RESULT (2,661,046) (1,917,970)
Financial income and expenses
Interest income / (expenses) 8 (490,194) (215,235)
Convertible note interest accruals - (5,569)
Financial income / (expenses) 6 (73,394) 22,816
NET FINANCIAL RESULT (563,588) (197,988)
PROFIT / (LOSS) BEFORE TAX (3,195,590) (2,451,511)
Profit tax (15,492) (36,488)
Deferred taxes 9 65,312 29,891
PROFIT / (LOSS) FOR THE PERIOD (3,145,770) (2,458,108)
OTHER COMPREHENSIVE INCOME
Revaluation reserve (393) 854,196
Transactions with owners (business restructuring) 10 (1,509,883) -
Exchange differences on translating foreign operations 30 222,601 (222,601)
Translation difference (1,077,074) 203,721
OTHER COMPREHENSIVE INCOME (2,364,749) 835,709
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD (5,510,519) (1,622,399)
Basic and diluted loss per share 11 (0.14) (0.12)
Consolidated statement of financial position as at 31 December 2022
Notes 31 December 2022 30 September 2021
ASSETS
Non-current assets
Investments 16 10,156,381 11,770,347
Goodwill 12 - 1,923,299
Right-of-use assets 15 66,156 118,867
Deferred tax assets 9 58,162 42,174
Tangible fixed assets 13 3,391 21,568
Intangible assets 14 7,038 7,176
Other long-term financial assets - 2,684
Total non-current assets 10,291,128 13,886,115
Current assets
Trade and other receivables 17 2,930,095 1,743,871
Cash at bank 18 911,686 756,159
Inventories - 33
Other short-term assets 19 3,516 136,176
Total current assets 3,845,297 2,636,239
TOTAL ASSETS 14,136,425 16,522,354
EQUITY AND LIABILITIES
EQUITY
Share Capital 28 194,426 187,128
Share premium 28 13,660,572 12,705,270
Share based payments 1,926,720 -
Revaluation reserve 854,196 854,196
Convertible notes reserve - 393
Retained earnings (6,944,622) (2,288,969)
Exchange differences on translating foreign operations 30 - (222,601)
Translation difference (873,353) 436,473
TOTAL EQUITY 8,817,939 11,671,890
LIABILITIES
Non-current liabilities
Contingent consideration - 1,307,503
Loans (long term) 21 2,055,712 1,000,000
Convertible notes - 202,434
Other long-term liabilities 23 53,722 77,658
Total non-current liabilities 2,109,434 2,587,595
Current liabilities
Trade and other payables 20 2,905,091 1,965,047
Loans (short term) 21 81,608 22,565
Accrued expenses 34,235 10,656
Current tax liabilities 17,823 13,762
Other short-term liabilities 23, 24 170,295 250,839
Total current liabilities 3,209,052 2,262,869
TOTAL LIABILITIES 5,318,486 4,850,464
TOTAL EQUITY AND LIABILITIES 14,136,425 16,522,354
Consolidated statement of changes in equity for the year ended 31 December
2022
Share Capital Share premium Share based payments Revaluation reserve Convertible notes reserve Retained earnings Exchange differences on translating foreign operations Translation difference Total equity
Balance at 30 September 2021 187,128 12,705,270 - 854,196 393 (2,288,969) (222,601) 436,473 11,671,890
Transactions with owners 7,298 955,301 1,926,720 - - - - - 2,889,319
Results from activities - - - - - (3,145,770) - - (3,145,770)
Other comprehensive income - - - - (393) (1,509,883) 222,601 (1,309,825) (2,597,500)
Balance at 31 December 2022 194,426 13,660,572 1,926,720 854,196 - (6,944,622) - (873,353) 8,817,939
Share Capital Share premium Revaluation reserve Convertible notes reserve Retained earnings Exchange differences on translating foreign operations Translation difference Total equity
Balance at 30 September 2020 64,621 - - - 169,139 - - 233,760
Transactions with owners 122,507 12,938,022 - - - - - 13,060,529
Results from activities - - - - (2,458,108) - - (2,458,108)
Other comprehensive income - - 854,196 393 - (222,601) 203,721 835,109
Balance at 30 September 2021 187,128 12,938,022 854,196 393 (2,288,969) (222,601) 203,721 11,671,890
Consolidated statement of cash flows for the year ended 31 December 2022
Notes 31 December 2022 30 September 2021
OPERATING ACTIVITIES
Profit / (loss) before taxation (3,195,590) (2,451,511)
Adjustments for
Depreciation of tangible/intangible fixed assets 23,664 32,347
Depreciation of right-of-use assets 38,290 50,226
Interest not paid (received) 51,562 22,565
Inventories 33 (33)
Trade and other receivables (1,186,224) (1,685,844)
Trade and other payables 940,044 1,948,671
Other assets 132,660 (138,860)
Other liabilities (24,284) 328,500
Accrued expenses 23,579 10,656
Accrued interest - 5,570
Tax accruals - 13,762
Non-operating expenses 3,148,046 1,938,096
Cash generated from operations (48,220) 74,145
Taxes reclaimed (paid) - -
Total cash flow from operating activities (48,220) 74,145
INVESTMENT ACTIVITIES
Purchase /disposal of property, plant and equipment (3,391) (16,773)
Purchase /disposal of other intangible assets (15,276) (8,652)
Acquisition of subsidiaries, net of cash acquired (291,747) (319,836)
Total cash flow from investment activities (310,414) (345,261)
FINANCING ACTIVITIES
Capital increase - 122,507
Loans given / received 625,000 1,000,000
Financial obligations (right-of-use) (71,103) (64,553)
Interest paid (right-of-use) (5,032) (8,853)
Convertible notes - 194,340
Total cash flow from financing activities 548,865 1,243,441
NET CASH FLOW 190,231 972,325
Exchange differences and translation differences on funds (34,704) (216,297)
MOVEMENTS IN CASH FUND 155,527 756,028
Balance as of beginning of the period 756,159 131
Movement for the period 155,527 756,028
Balance as of the end 911,686 756,159
Notes to the consolidated financial statements, comprising significant
accounting policies and other explanatory information for the year ended 31
December 2022
GENERAL INFORMATION
Vox Valor Capital LTD (the "Company").
Vox Valor Capital LTD (former Vertu Capital Limited) was incorporated in the
Cayman Islands on 12 September 2014 as an exempted company with limited
liability under the Companies Law. The Company's registered office is Forbes
Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market
Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.
The Group comprises from the parent company Vox Valor Capital LTD and the
following subsidiaries:
· Vertu Capital Holding Ltd
United Kingdom 100% ownership by Vox Valor Capital LTD
· Vox Capital Ltd
United Kingdom 100% ownership by Vox Valor Capital LTD
· Vox Valor Capital Pte Limited
Singapore 100% ownership by Vox Capital Ltd
· Initium HK
Limited Hong
Kong 100% ownership by Vox Capital Ltd
· Mobio Global
Limited United Kingdom
100% ownership by Vox Capital Ltd
· Mobio (Singapore) Pte Ltd Singapore
100% ownership by Mobio Global Limited
· Mobio Global Inc
.
USA 100% ownership by Mobio
Global Limited
The principal activity of the Group is businesses in the digital marketing,
advertising and content sector. The Group focuses on App, Mobile, Performance
and has been providing the services for the promotion of mobile apps and
games.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of the Group are: Pieter van der Pijl, Stefans Keiss, and
Sergey Konovalov.
Management (Directors)
· John G Booth (Chairman and Non-Executive Director)
· Rumit Shah (Non-Executive Director)
· Simon Retter (Non-Executive Director)
· Konstantin Khomyakov (Finance Director)
Going concern
At the time of approving the financial statements, the Management has a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Thus, the Management
continues to adopt the going concern basis of accounting in preparing the
financial statements.
ACCOUNTING POLICIES
The Consolidated Financial Statements have been prepared in accordance with
UK-adopted International Accounting Standards ("IFRS") and interpretations
issued by the International Accounting Standards Board ("IASB") and
interpretations issued by the International Financial Reporting Standards
Interpretations Committee ("IFRIC").
The presentational currency of the Group is US dollars (USD).
The notes are an integral part of the financial statements.
Reporting period
These financial statements are presented as a continuation of the financial
statements of Vox Capital Ltd.
These financial statements represent the financial reporting period of the
Group from 30 September 2021 till 31 December 2022. The end of the reporting
period of Vox Capital Ltd has been changed from 30 September to 31 December.
The Group has consolidated financial information of Vox Capital Ltd for the
period from 30 September 2021 till 31 December 2022 (15 months) and
subsidiaries for the period from 1 January to 31 December. Due to disposal of
the investment in Mobile Marketing LLC on August 2, 2022, income and expenses
of Mobile Marketing LLC for 7 months of 2022 are taken into account in the
consolidated financial statements.
General
An asset is disclosed in the statement of financial position when it is
probable that the expected future economic benefits attributable to the asset
will flow to the entity and the cost of the asset can be reliably measured. A
liability is disclosed in the statement of financial position when it is
expected to result in an outflow from the entity of resources embodying
economic benefits and the amount of the obligations can be measured with
sufficient reliability.
If a transaction results in transfer of future economic benefits and/or when
all risks associated with assets or liabilities have been transferred to a
third party, the asset or liability is no longer included in the statement of
financial position. Assets and liabilities are not included in the statement
of financial position if economic benefits are not probable or cannot be
measured with sufficient reliability.
The income and expenses are accounted for during the period to which they
relate. Revenue is recognized when control over service is transferred to a
customer.
The Management is required to form an opinion and make estimates and
assumptions for assets, liabilities, income, and expenses. The actual result
may differ from these estimates. The estimates and the underlying assumptions
are constantly assessed. Revisions are recognised during a corresponding
revision period as well as any future periods affected by the revision. The
nature of these estimates and judgements, including related assumptions, is
disclosed in the notes to corresponding items in the financial statement.
Basis of consolidation
On 30 June 2021 the Company announced its intention to acquire Vox Capital
Ltd, the parent company that wholly owns a mobile marketing agency, Mobio
Global, and has shareholdings in an influencer marketing automation platform
and a mobile app monetisation platform. The Acquisition is constituted a
Reverse Takeover (RTO) under the Listing Rules as the value of the
consideration exceed the Company's market capitalisation and it result in a
fundamental change in the business of the Company as it will own an operating
business. On 30 September 2022, the Company entered into a sale and purchase
agreement with the Vox Sellers.
Consolidated financial statements reflect the substance of the transaction.
The substance of the transaction is Vox Capital Ltd, the accounting acquirer
(operating company) has made a share-based payment to acquire a listing along
with the listed company's cash balances and other net assets. The transaction
is therefore accounted for in accordance with IFRS 2.
Vox Valor Capital LTD, the listed company still becomes a legal parent and
continues to have filing obligations. As required by IFRS 10 'Consolidated
Financial Statements' the legal parent has to prepare consolidated financial
statements. Based on the IFRIC agenda decision, these consolidated financial
statements are prepared using some of the guidance in IFRS 3 on reverse
acquisition, but without recognizing goodwill. Therefore:
· the consolidated financial statements of Vox Valor Capital LTD,
the legal parent (listed shell company) are presented as a continuation of the
financial statements of Vox, the operating company (the legal subsidiary,
which is considered the accounting acquirer),
· the transaction price is allocated to the identifiable assets and
liabilities of the listed shell company on the basis of their fair values at
the date of purchase,
· any excess of the transaction price over the fair value of the
assets and liabilities of the listed shell company represents a cost for
obtaining a listing. This is accounted for as an expense as it does not
represent an asset under IFRS,
· no goodwill is recognized.
The Consolidated Financial Statements incorporate the financial information of
Vox Capital Ltd and all its subsidiary undertakings. Subsidiary undertakings
include entities over which the Group has effective control. The Company
controls a group when it is exposed to, or has right to, variable returns from
its involvement with the Group and has the ability to affect those returns
through its power over the Group. In assessing control, the Group takes into
consideration potential voting rights.
· The Company acquired Vox Valor Capital LTD on 30 September
(holding company)
· The Company acquired Vertu Capital Holding Ltd on 30 September
(holding company)
· The Company acquired Vox Valor Capital Singapore Pte Limited on 8
October 2020 (holding company)
· The Company acquired Initium HK Limited on 14 December 2020
(holding company)
· The Company acquired Mobio (Singapore) PTE LTD on 14 October
2020.
· The Company acquired Mobile Marketing, LLC on 14 October 2020 and
sold on 2 August 2022
· The Company acquired Mobio Global Inc. on 27 April 2022
Principles for foreign currency translation
The financial statements of the Group are presented in US dollars, which is
the Group's presentation currency.
Receivables, liabilities, and obligations denominated in any currency other
than USD are translated at the exchange rates prevailing as of the reporting
date.
Transactions in any currency other than USD during the financial year are
recognized in the financial statements at the average annual exchange rate.
The exchange differences resulting from the translation as of the reporting
date, taking into account possible hedging transactions, are recorded in the
consolidated statement of profit or loss and other comprehensive income.
The nominal value of the share capital and other share components of the
subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of
sterling (GBP) and translated into USD using historical exchange rate; the
exchange differences resulting from this translation are recorded in the
Exchange differences on translating foreign operations in the statement of
financial position.
Cross-rates USD/RUB are taken from the Central bank of the Russian Federation
official site Official exchange rates on selected date | Bank of Russia
(cbr.ru) (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 31.12.2022 30.09.2021
Closing rate 1.2101 1.3468
Average rate 1.2369 1.3727
Revenue
The Group's revenue comprises primary income from the provision of mobile
marketing services in 2022 and 2021. Revenue is recognized when the related
services are delivered based on the specific terms of the contract. The Group
uses a number of different information technology ("IT") systems to track
certain actions as specified in customer contracts. The calculation of charges
for mobile marketing services is carried out automatically by the technology
platform based on pre-defined key parameters, including unit price and volume.
These IT systems are complex and process large volumes of data.
Records of mobile marketing services charges are generated in an aggregated
amount for each category and are manually entered into the accounting system
on a monthly basis.
Revenue recognition
Revenue is measured based on specific contract terms and excludes amounts
collected on behalf of any third parties. Revenue is recognized when control
over service is transferred to a customer.
The following is a description of principal activities from which the Group
generates its revenue.
Revenue from mobile advertising services
Revenue from mobile marketing services primarily includes the income generated
as a result of providing mobile marketing services by the Group. The Group
utilizes a combination of pricing models and revenue is recognized when the
related services are delivered based on specific contract terms, which are
commonly based on:
a) specified actions (i.e., cost per action ("CPA") or other preferences
agreed with advertisers), or
b) agreed rebates to be earned from certain publishers.
Specified actions
Revenue is recognized on a CPA basis once agreed actions (download,
activation, registration, etc.) are performed. Individually, none of the
factors can considered presumptive or determinative, because the Group is the
primary obligor responsible for (1) identifying and contracting third-party
advertisers considered as customers by the Group; (2) identifying mobile
publishers to provide mobile spaces where mobile publishers are considered as
suppliers; (3) establishing prices under the CPA model; (4) performing all
billing and collection activities, including retaining credit risk; and (5)
bearing sole responsibility for the fulfillment of advertising services, the
Group acts as the principal of these arrangements and therefore recognizes the
revenue earned and costs incurred related to these transactions on a gross
basis.
Principal versus agent considerations - revenue from provision of mobile
marketing services
Determining whether the Group is acting as a principal or as an agent in the
provision of mobile marketing services requires judgements and considerations
of all relevant facts and circumstances. The Group is a principal to a
transaction if the Group obtains control over the services before they are
transferred to customers. If the level of control cannot be determined, if the
Group is primarily obligated in a transaction, has latitude to establish
prices and select publishers, or several but not all of these factors are
present, the Group records revenues on a gross basis. Otherwise, the Group
records the net amount earned as commissions from services provided.
Segment reporting
In a manner consistent with the way in which information is reported
internally to the Management (chief operating decision maker) for the purpose
of resource allocation and performance assessment, the Group has one
reportable segment, which is Mobile marketing business.
Mobile marketing business: this segment delivers mobile advertising services
to customers globally through a Software-as-a-Service ("SaaS") programmatic
advertising platform, top media and affiliate ad-serving platform.
No segment assets and liabilities information are provided as no such
information is regularly provided to the Management for the purpose of
decision-making, resources allocation, and performance assessment.
Revenue may be disaggregated by timing of revenue recognition:
- Point in time, and
- Over time.
Notes #1 specifies information about the geographical location of the Group's
revenue from external customers. The geographical location of customers is
based on the location of the customers' headquarters.
Cost of sales (operating expenses)
Cost of sales represents the direct expenses that are attributable to the
services delivered. They consist primarily of payments to platforms and
publishers under the terms of the revenue agreements. The cost of sales can
include commissions where applicable.
Financial instruments
The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability, or an equity
instrument in accordance with the terms of the contractual arrangement.
Financial instruments are recognised on trade date when the Group becomes a
party to the contractual provisions of the instrument. Financial instruments
are recognised initially at fair value plus, in the case of a financial
instrument not at fair value through profit and loss, transaction costs that
are directly attributable to the acquisition or issue of the financial
instrument. Financial instruments are derecognised on the trade date when the
Group is no longer a party to the contractual provisions of the instrument.
Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at transaction price less
attributable transaction costs. Trade and other payables are recognised
initially at transaction price plus attributable transaction costs. Subsequent
to initial recognition they are measured at amortised cost using the effective
interest method, less any expected credit losses in the case of trade
receivables. If the arrangement constitutes a financing transaction, for
example if payment is deferred beyond normal business terms, then it is
measured at the present value of future payments discounted at a market rate
of interest for a similar debt instrument.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at the present value of
future payments discounted at a market rate of interest. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised costs using
the effective interest method, less any impairment losses.
Other financial commitments
Financial commitments that are not held for trading purpose are carried at
amortised cost using the effective interest rate method.
Goodwill and Other Purchased Intangibles
Goodwill, representing the excess of purchase price and acquisition costs over
the fair value of net assets of businesses acquired, and other purchased
intangibles.
The Group annually reviews the recoverability of all long-term assets,
whenever events or changes in circumstances indicate that the carrying amount
of an asset might not be recoverable. The Group determines whether there has
been an impairment by comparing the anticipated discounted future net cash
flows to the related asset's carrying value. If an asset is considered
impaired, the asset is written down to fair value which is either determined
based on discounted cash flows or appraised values, depending on the nature of
the asset.
Other purchased intangibles assessment
The Group annually reviews the recoverability of all long-term assets,
whenever events or changes in circumstances indicate that the carrying amount
of an asset might not be recoverable. The Group determines whether there has
been an impairment by comparing the anticipated undiscounted future net cash
flows to the related asset's carrying value. If an asset is considered
impaired, the asset is written down to fair value which is either determined
based on discounted cash flows or appraised values, depending on the nature of
the asset.
Intangible fixed assets
Concessions, Intellectual Property and Licenses are stated at cost less
accumulated amortisation.
Amortisation is recognized in the income statements on a straight-line over
the estimated useful life as follows:
· Trademarks - 10 years.
· Licenses - validity period.
· Programs - 5 years.
Tangible fixed assets
Tangible fixed assets are stated at their historical cost less accumulated
depreciation. Depreciation is recognized in the income statement in a
straight-line basis over the estimated useful lives of each item of tangible
fixed assets. The minimum cost to recognize an objects as a fixed asset is
3,000 USD. The annual depreciation rates applied are:
· Technical and office equipment, computers - 3 years.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
· Leases of low value assets; and
· Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of contractual payments
due to the lessor over the lease term, with the discount rate determined by
reference to the rate inherent in the lease unless (as is typically the case)
this is not readily determinable, in which case the Group's incremental
borrowing rate placed at the official site of the Bank of England.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or on market rate. In such cases, the
initial measurement of the lease liability assumes the variable element will
remain unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.
Right-of-use assets are initially measured at the amount of lease liability,
reduced for any lease incentives received, and increased for:
· Lease payments made at or before commencement of the lease.
· Initial direct costs incurred; and
· The amount of any provision recognised where the Group is
contractually required to dismantle, remove, or restore the leased asset
(typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to be made over the revised term, which are discounted
at the same discount rate that applied on lease commencement. The carrying
value of lease liabilities is similarly revised when the variable element of
future lease payments dependent on a rate or index is revised. In both cases
an equivalent adjustment is made to the carrying value of the right-of-use
asset, with the revised carrying amount being amortised over the remaining
(revised) lease term.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases that have a lease term of 12 months or less
and low-value assets, including IT equipment. The Group would recognise the
lease payments associated with these leases as an expense on a straight-line
basis over the lease term.
Receivables
Upon initial recognition the receivables are included at fair value and then
valued at amortised cost. The fair value and amortised cost equal the face
value. Any provision for doubtful accounts deemed necessary is deducted. These
provisions are determined by individual assessment of the receivables. All
receivables are due within one year.
Cash
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the
indirect method.
Provisions
These are recognised when the Group has a present legal or constructive
obligation as a result of past events, when it is probable that an outflow of
resources will be required to settle the obligation, and the amount can be
reliably estimated.
Provisions are measured at the present value of the expenditure expected to be
required to settle the obligation, using a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the
obligation. The increase in the provision due to the passage of time is
recognised as a finance cost.
Deferred taxes
A deferred tax liability / asset is recognized for any differences in
commercial and fiscal valuation of the Group's assets and liabilities.
Taxation
Current tax is the tax currently payable based on the taxable profit for the
year.
The Group recognises current tax assets and liabilities of entities in
different jurisdictions separately as there is no legal right of offset.
Deferred tax is provided in full on temporary differences between the carrying
amounts of assets and liabilities and their tax bases, except when, at the
initial recognition of the asset or liability, there is no effect on
accounting or taxable profit or loss under a business combination. Deferred
tax is determined using tax rates and laws that have been substantially
enacted by the statement of financial position date, and that are expected to
apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits to the
Group, are recognised as deferred tax assets, to the extent that it is
probable that there will be future taxable profits against which the temporary
differences can be utilised. Changes in deferred tax assets or liabilities are
recognised as a component of the tax expense in the statement of comprehensive
income, except where they relate to items that are charged or credited
directly to equity, in which case the related deferred tax is also charged or
credited directly to equity.
Inventories
Inventories are stated at the lower of cost and net realizable value. Net
realizable value is the estimated selling price in the ordinary course of
business, less applicable variable selling expenses. Cost of inventory is
determined on the weighted average cost basis.
Financial income and expenses
Financing income includes forex exchange and financial expenses include bank
fee.
Possible impact of amendments, new standards and interpretations issued but
not yet effective for the accounting period beginning on 31 December 2022
Up to date of issue of the financial statements, the IASB has issued a number
of amendments and new standards, IFRS 17, Insurance contracts, which are not
yet effective for the year ended 31 December 2022 and which have not been
adopted in these financial statements.
These developments include the following which may be relevant to the Company
(effective for accounting periods beginning on or after 1 January 2022):
- Amendments to IFRS 3, Reference to the Conceptual Framework
- Amendments to IFRS 4, Insurance costs
- Amendments to IFRS 16, Leases
- Amendments to IAS 1, Presentation of Financial Statements
- Amendments to IAS 8, Accounting Policies, Changes in Accounting Estimates
and Errors
- Amendments to IAS 12, Income taxes
- Amendments to IAS 16, Property, Plant and Equipment: Proceeds before
Intended Use
- Amendments to IAS 37, Onerous Contracts - Cost of Fulfilling a Contract
- Annual Improvements to IFRSs 2018-2020 Cycle 1.
The Company is in the process of making an assessment of what the impact of
these amendments, new standards and interpretations is expected to be in the
period of initial application. So far it has concluded that the adoption of
them is unlikely to have a significant impact on the financial statements.
ACCOUNTS BREAKDOWN AND NOTES
1. Revenue
Revenue arises from:
Country 31 December 2022 30 September 2021
UK 9,817,001 167,520
Russian Federation* 3,711,116 6,539,087
Singapore 297,932 258,755
USA 3,308 -
Total 13,829,357 6,965,362
Revenue is segmented by the country where it was received.
(*) Reflected the revenue received in the Russian Federation for the period
from January 1 to August 2, 2022 (date of disposal of Mobile Marketing LLC).
2. Operating expenses
Country 31 December 2022 30 September 2021
UK 9,336,308 1,545,175
Russian Federation* 2,424,584 4,695,363
Singapore 815,484 11,835
USA 8,860 -
Total 12,585,236 6,252,373
Expenses 31 December 2022 30 September 2021
Platforms and publishers' fees 10,976,611 5,615,118
Premium receivable from platforms (82,439) (230,797)
Contractor fees 1,327,870 366,483
Salary 306,220 398,864
Insurance contributions 50,806 66,282
Other 6,168 36,423
Total 12,585,236 6,252,373
Operating expenses include the cost of the services of third parties for the
placement of advertising and information materials of the Group's clients and
the salaries expenses and social contributions of employees.
(*) Reflected the amount of operating expenses incurred in the Russian
Federation for the period from January 1 to August 2, 2022 (date of disposal
of Mobile Marketing LLC).
3. Operating segments
The operating segments identifies based on internal reporting for
decision-making. The Group is operated as one business with key decisions
irrespective of the geography where work for clients is carried out. The
Management (chief operating decision maker) considers that the Group has one
operating segment. Therefore, no additional disclosure has been represented.
Geographical disclosures are presented in the notes 1,2.
4. Administrative expenses
31 December 2022 30 September 2021
Salary 184,052 195,551
Insurance contributions 30,619 20,558
Directors' remuneration 236,637 139,851
IT services and license fees 94,283 45,016
Audit and accounting fees 68,064 76,542
Business travel expenses 12,690 8,478
Material costs 5,879 10,084
Recruitment costs 3,602 66,995
Staff education and training 2,497 45,928
Other administrative expenses 32,271 46,898
Total 670,594 655,901
Staff details (administrative and operating)
Number of staff 31 December 2022 30 September 2021
UK 2 2
including Director 2 2
Russian Federation - 34
including Director - 1
Singapore - -
USA 4 -
including Director 1 -
Total 6 36
Staff cost (operating and administrative) 31 December 2022 30 September 2021
Salary 490,272 195,551
Directors' Remuneration 236,637 139,851
Insurance contributions 81,425 20,558
Total 808,334 355,960
Current year audit fees USD 44,804 (equivalent of £40k), comparative USD
32,323 (equivalent of £24k).
Prior to their appointment as auditors for the year ended 31 December 2021 the
auditors provided non-audit services as Reporting Accountants. USD 121,212
(equivalent of £90k) was charged in year ended 31 December 2022 following the
completion of the RTO on September 2022.
5. Reverse acquisition (RTO)
31 December 2022
Acquisition of Vox Capital Ltd (note 29) 1,856,898
Consulting fees 866,750
Total 2,723,648
6. Finance income and financial expenses
31 December 2022 30 September 2021
Finance income
FX differences - 41,808
Total - 41,808
Finance expenses
FX differences 60,552 684
Bank fee 12,842 18,308
Total 73,394 18,992
7. Non-operating income and expenses
31 December 2022 30 September 2021
Non-operating income
Accounts payable writing-off - 60,503
Provision for bad debts 67,767 -
Other non-operating income 3,222 3,921
Total 70,989 64,424
Non-operating expenses
Goodwill impairment - 1,948,096
Provision for bad debts 6,702 30,208
Other non-operating expenses 1,685 3,990
Total 8,387 1,982,294
8. Interest income and expenses
31 December 2022 30 September 2021
Interest income
Interest on the bank account 139 4,818
Influence LLC, loan agreement 4 dd 19.08.2020 133 210
Interest income total 272 5,028
Interest expenses 31 December 2022 30 September 2021
TDFD loan interest 303,711 211,410
Loan Note Interest Expense 172,440 -
AdTech loan 7,179 -
Mobile Marketing LLC 2,104 -
Rent interest 5,032 8,853
Total 490,466 220,263
9. Taxation
31 December 2022 30 September 2021
Profit tax
UK corporation tax (19%)* 12,584 (13,998)
Russian corporation tax (20%) (10,253) (22,490)
Singapore corporation tax (17%) (17,823) -
USA corporation tax (21%) - -
Total current tax (15,492) (36,488)
Deferred tax UK 33,520 10,787
Deferred tax Russia 9,866 19,104
Deferred tax Singapore 866 -
Deferred tax USA 21,090 -
Deferred tax in Profit and Loss report 65,312 29,891
Taxation on profit on ordinary activities 49,820 (6,597)
Deferred tax in Statement of financial position - opening balance 42,174 12,761
Deferred tax in Statement of Profit and Loss during reporting period 65,312 29,891
Translation difference (16,148) (478)
Deferred tax in Statement of financial position - disposed companies (33,176) -
Deferred tax in Statement of financial position for the period 58,162 42,174
(*) Local reporting period for the Mobio Global UK is a financial year since
June 1 until May 31 and the final amount of the profit tax payable will be
calculated till the reporting date. According to the results of the local
financial year for 2021, the Company received a loss, thus the amount of tax
accrued in the reporting last year is reversed in the current year.
Reconciliation of tax expense 2022
Mobio Global Mobile Marketing Mobio Singapore Mobio USA Consolidation Total
adjustments
Profit on ordinary activities before taxation (176,422) (5,782) 92,125 (100,285) (2,461,213) (2,651,577)
Tax rate 19% 20% 17% 21% - -
Profit on ordinary activities multiplies by standard rate (33,520) (1,157) 15,661 (21,060) - (83,942)
Effects of:
(a) Taxes not recognized - - (1 296) - - (1,296)
(b) Tax effect of permanent difference / temporary - (1,544) - - - (1,544)
(c) Actual taxes in reporting package (14,308) (9,077) (866) (21,060) - (45,311)
(d) Profit tax to be paid - 10,253 17,823 - - 28,076
(e) Translation difference (19,212) (789) - - - (20,001)
Total (33,520) (1,157) 15,661 (21,060) - (40,076)
Taxes in reporting package (c+d+e) (33,520) 387 16,957 (21,060) - (37,236)
Profit tax 2021 cancelling (12,584) - - - - (12,584)
Total taxes in reporting package (46,104) 387 16,957 (21,060) - (49,820)
Reconciliation of tax expense 2021
Mobio Global Mobile Marketing Mobio Singapore Total
Profit on ordinary activities before taxation 16,899 (26,211) 130 (9,182)
Tax rate 19% 20% 17%
Profit on ordinary activities multiplies by standard rate
Effects of:
(a) Taxes not recognized - - 22 22
(b) Tax effect of permanent difference / temporary - (8,628) - (8,628)
(c) Actual taxes in reporting package (10,605) (18,941) - (29,546)
(d) Profit tax to be paid 13,998 22,490 - 36,488
(e) Translation difference (182) (163) - (345)
Total 3,211 (5,242) (22) (2,009)
Taxes in reporting package (c+d+e) 3,211 3,386 - 6,597
Due to operational losses there were no profit tax implications related to Vox
Capital Ltd, Vox Valor Capital Ltd and Vertu Capital Holding Ltd.
Net deferred tax assets recognized as of 31 December 2022, was not impaired.
9.1. Deferred taxes
As of 1 January 2022 Movements during reporting period As of 31 December 2022
Deferred tax BS Charge to Translation difference Deferred tax writing-off (investment disposal) Deferred tax BS
profit or loss
Right-of-use assets 2,139 (949) 62 (312) 940
Property, plant and equipment (4,500) 2,110 (546) 2,936 -
Intangible assets - (2,356) 44 974 (1,338)
Trade receivables (payables) 31,040 (25,831) 4,421 (36,627) (26,997)
Borrowings 147 (27) 27 (147) -
Provisions 13,348 (13,553) 205 - -
Losses of previous years - 87,026 (1,469) - 85,557
Translation difference effect - 18,892 (18,892) - -
Total 42,174 65,312 (16,148) (33,176) 58,162
As of 1 January 2021 Movements during reporting period As of 31 December 2021
Deferred tax BS Charge to profit or loss Translation difference Deferred tax BS
Right-of-use assets 3,863 (1,717) (7) 2,139
Property, plant and equipment (6,508) 1,988 20 (4,500)
Trade receivables (payables) (8,554) 40,104 (510) 31,040
Borrowings (2,650) 2,817 (20) 147
Provisions 7,400 6,042 (94) 13,348
Losses of previous years 19,210 (19,343) 133 -
Total 12,761 29,891 (478) 42,174
10. Transactions with owners (business restructuring)
Investment in Mobile Marketing LLC disposal
Given the current geopolitical context and uncertainty surrounding the
sanction regime, on 22 July 2022 the Group disposed of Mobile Marketing LLC to
Sergey Konovalov (international group member, the ultimate beneficiary), which
became effective with the Russian registry on 2 August 2022. The consideration
due from Sergey Konovalov to Mobio Global LTD as a result of the transfer was
303,660 USD. Mobio Global LTD applied the transfer consideration to repay part
of the amounts owed (being at least 303,660 USD) by Mobio Global LTD to Vox
Capital Ltd in respect intra-Group balances.
In connection with the deal on selling shares of Mobile Marketing LLC on
August 2, 2022, the relevant amount of Contingent shares consideration was
written-off the balance.
The sale of a subsidiary to an ultimate beneficiary is accounted for as an
equity transaction with owners. The effect of restructuring of the business is
as follows:
2022
Income from investment in Mobile Marketing LLC (Russia) sale 303,660
Goodwill writing-off (1,923,299)
Mobile Marketing LLC (Russia) net assets (702,268)
Contingent shares consideration Mobio Russia writing-off 1,195,583
Total effect on business restructuring (1,126,323)
Investment in Storiesgain Pte Ltd disposal
Storiesgain Pte Ltd is incorporated in Singapore. Its registered office is 68
Circular Road, #02-01, Singapore, 049422. The principal activity of
Storiesgain Pte Ltd is advertising activities with other information
technology and computer service activities as the secondary activity. As of 30
September 2021 the number of shares held in Storiesgain Pte Ltd was 20 and
represented a 18.00% holding. The shares in Storiesgain Pte Ltd was directly
held by Initium HK Limited. In accordance with Shares sale and purchase
agreement dated June 25, 2022 the shares in Storiesgain Pte Ltd were sold to
an independent buyer. The amount of remuneration due to the Group is 122,400.
The sale of a subsidiary to an ultimate beneficiary is accounted for as an
equity transaction with owners. The effect of restructuring of the business is
as follows:
The sale of a subsidiary to an ultimate beneficiary is accounted for as an
equity transaction with owners. The effect of restructuring of the business is
as follows:
2022
Income from investment in Storiesgain sale 122,400
Cost of investment (505,960)
Effect on business restructuring (383,560)
Total effect on business restructuring is a loss in amount of USD 1,509,883.
11. Earnings per share
Basic (losses)/earnings per share is calculated by dividing the profit/(loss)
attributable to equity shareholders by the weighted average number of shares
outstanding during the year.
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. As at 31 December 2022 the Group has outstanding
Warrants issued to the NED Directors (Non-executive directors) and Stonedale
Management and Investments Limited Ltd (Stonedale), which when exercised will
convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333.
Stonedale Warrant Instrument
The Group and Stonedale entered into a warrant deed dated 30 September 2022,
pursuant to which the Company had granted to Stonedale the Fee Warrants. The
Fee Warrants represent 0.87 per cent of the Enlarged Ordinary Share Capital.
The Fee Warrants are capable of being exercised for a price of £0.012 and for
a term of three years from the date of Admission.
NED Warrant Instrument
The Group and the NED Directors entered into a warrant deed dated 30 September
2022, pursuant to which the Company had granted to NED Directors the NED
Warrants. The NED Warrants represent 1.06 per cent of the Enlarged Ordinary
Share Capital. The NED Warrants are capable of being exercised for a price of
£0.012 and for a term of three years from the date of Admission.
31 December 2022 31 December 2021
Loss for the period after tax for the purposes of basic and diluted earnings (3,145,770) (2,458,108)
per share
Number of ordinary shares 2,368,395,171 2,141,913,820
Weighted average number of ordinary shares in issue for the purposes of basic 2,195,443,485 2,133,633,256
earnings per share
Loss per share (cent) (0.14) (0.12)
During a period where the Group or Company makes a loss, accounting standards
require that 'dilutive' shares for the Group be excluded in the earnings per
share calculation, because they will reduce the reported loss per share;
consequently, all per-share measures in the current period are based on the
weighted number of ordinary shares in issue.
12. Goodwill
Information on goodwill occurred as a result of subsidiaries acquisition is
presented in the table below:
31 December 2022 30 September 2021
Goodwill as of year beginning 1,923,299 -
Additions to Mobile Marketing LLC (Russia) - 1,923,299
Additions to Mobio (Singapore) PTE LTD - 1,948,096
Translation differences - -
Impairment (1,948,096)
Sale (1,923,299) -
Goodwill of period end - 1,923,299
Goodwill impairment test
On 22 July 2022 the Group disposed of Mobile Marketing LLC to Sergey Konovalov
(international group member, the ultimate beneficiary). The amount of goodwill
relating to Mobile Marketing LLC was written-off and reflected as an equity
transaction with owners (Note 10.1).
As at 30 September 2021 the carrying values of the Group's goodwill was
amounted to 1,923,299 USD relating to the acquisition of businesses of Mobile
Marketing LLC (Russia) and Mobio Singapore (Singapore). The goodwill
recognized from the acquisition of businesses have been allocated to the only
the cash-generating unit (CGU) of the business.
The Management performs impairment assessments of goodwill annually, using the
value in use method by preparing discounted cash flow forecasts derived from
the most recent financial forecast approved by the Management. The preparation
of discounted cash flow forecasts involves the exercise of significant
judgement, particularly in estimating the revenue growth rates and the
discount rates applied.
The recoverable amount of CGU is determined based on value-in-use
calculations. These calculations use cash flow projection based on financial
forecast approved by management covering an eight-year period. The key
assumptions used in the estimation of the recoverable amount are pre-tax
discount rate and budgeted revenue growth rate (average of financial forecasts
period) set out below. The expected revenue growth rate is following the
business plan approved by the Group. Pre-tax discount rate represents the
current market assessment of the risks specific to the CGU, regarding the time
value of money and individual risks of the underlying assets which have not
been incorporated in the cash flow estimates.
In percent Pre-tax discount rate 12.41% (industry average 33.6%). Budgeted
revenue growth rate (average of financial forecasts period) is 22% (industry
average is 10.6%). The estimated recoverable amount of the CGU (Mobio
(Singapore) PTE LTD) is less than its carrying amount resulting in
attributable goodwill impairment of 1,948,096 USD.
13. Tangible fixed assets
31 December 2022 30 September 2021
Cost Computers, phones Total Computers, phones Total
As of beginning of the period 93,346 93,346 - -
Additions from the subsidiaries - - 77,150 77,150
Additions 7,110 7,110 16,773 16,773
Disposals (14,443) (14,443) - -
Disposals - subsidiaries sale (83,986) (83,986) - -
Translation difference 1,364 1,364 (577) (577)
As of period end 3,391 3,391 93,346 93,346
Depreciation
As of beginning of the period (71,778) (71,778) - -
Additions from the subsidiaries - - (53,028) (53,028)
Depreciation charge (9,497) (9,497) (19,213) (19,213)
Disposals 14,443 14,443 - -
Disposals - subsidiaries sale 67,938 67,938 - -
Translation difference (1,106) (1,106) 463 463
As of period end - - (71,778) (71,778)
Net book value
As of beginning of the period 21,568 21,568 - -
As of period end 3,391 3,391 21,568 21,568
Tangible fixed assets are amortized over 3 years. Depreciation expenses are
included in profit and loss under the «Depreciation of tangible / intangible
assets».
14. Intangible assets
Intangible assets movement as of 31 December 2022:
Cost Trademark Programs Licenses Total
As of 30 September 2021 316 29,382 5,452 35,150
Additions - - 17,472 17,472
Disposals - - (5,275) (5,275)
Disposals - subsidiaries sale (321) (29,835) (2,456) (32,612)
Translation difference 5 453 (249) 209
As of 31 December 2022 - - 14,944 14,944
Depreciation
As of 30 September 2021 (100) (24,487) (3,387) (27,974)
Depreciation charge (19) (2,948) (11,200) (14,167)
Disposals - - 5,275 5,275
Disposals - subsidiaries sale 120 27,812 1,282 29,214
Translation difference (1) (377) 124 (254)
As of 31 December 2022 - - (7,906) (7,906)
Net book value
As of 30 September 2021 216 4,895 2,065 7,176
As of 31 December 2022 - - 7,038 7,038
Intangible assets movement as of 30 September 2022:
Cost Trademark Programs Licenses Total
As of 30 September 2020 - - - -
Additions 295 27,394 9,498 37,187
Disposals - - (4,068) (4,068)
Translation difference 21 1,988 22 2,031
As of 30 September 2021 316 29,382 5,452 35,150
Amortisation
As of 30 September 2020 - - - -
Amortisation charge (89) (21,850) (7,083) (29,022)
Disposals (8) (1,523) 3,702 2,171
Translation difference (3) (1,114) (6) (1,123)
As of 30 September 2021 (100) (24,487) (3,387) (27,974)
Net book value
As of 30 September 2020 - - - -
As of 30 September 2021 216 4,895 2,065 7,176
Amortization is recognized in the income statements using the straight-line
method over the estimated useful life:
· Trademarks - 10 years.
· Licenses - validity period.
· Programs - 5 years.
15. Right-of-use assets
Right-of-use assets movement as of 31 December 2022:
Cost Leased property Leased server Total
As of 30 September 2021 92,170 93,261 185,431
Additions - 77,850 77,850
Disposals (23,561) (94,698) (118,259)
Disposals - subsidiaries sale (70,029) - (70,029)
Translation difference 1,420 1,038 2,458
As of 31 December 2022 - 77,451 77,451
Depreciation
As of 30 September 2021 (23,042) (43,522) (66,564)
Depreciation charge (18,854) (19,436) (38,290)
Disposals 23,561 52,084 75,645
Disposals - subsidiaries sale 18,854 - 18,854
Translation difference (519) (421) (940)
As of 31 December 2022 - (11,295) (11,295)
Net book value
As of 30 September 2021 69,128 49,739 118,867
As of 31 December 2022 - 66,156 66,156
Right-of-use assets movement as of 30 September 2021:
Cost Leased property Leased server Total
As of 30 September 2020 - - -
Additions 160,938 86,950 247,888
Disposals (73,534) - (73,534)
Translation difference 4,766 6,311 11,077
As of 30 September 2021 92,170 93,261 185,431
Depreciation
As of 30 September 2020 - - -
Depreciation charge (37,076) (37,653) (74,729)
Disposals 14,503 (4,546) 9,957
Translation difference (469) (1,323) (1,792)
As of 30 September 2021 (23,042) (43,522) (66,564)
Net book value
As of 30 September 2020 - - -
As of 30 September 2021 69,128 49,739 118,867
Lease liabilities in respect of right-of-use assets:
Leased property Leased server Total
As of 31 December 2022 - 71,103 71,103
including:
long-term - 53,722 53,722
short-term - 17,381 17,381
As of 30 September 2021 64,267 59,696 123,963
including:
long-term 40,243 37,415 77,658
short-term 24,024 22,281 46,305
Interest expense recognized: Leased property Leased server Total
As of 31 December 2022 2,999 2,033 5,032
As of 30 September 2021 5,562 3,291 8,853
The discount rate 2022 used in determining the present value of the lease
liability was determined based on the borrowing rates placed at Bank of
England official site
(https://www.bankofengland.co.uk/statistics/effective-interest-rates
(https://www.bankofengland.co.uk/statistics/effective-interest-rates/2022/june-2022)
) and consisted as follows:
- Server lease right: 3.11%.
The discount rate 2021 used in determining the present value of the lease
liability was determined based on the borrowing rates placed at the Bank of
Russia official site and consisted of:
- for the leased server: 4.65%
- for the leased property (rental agreement 2021): 7.67%
16. Investments in subsidiaries
Subsidiary undertakings Country of incorporation
31 December 2022 30 September 2021
Vertu Capital Holding Ltd. United Kingdom 100% 100%
Vox Capital Ltd United Kingdom 100% -
Mobio Global Ltd United Kingdom 100% -
Vox Valor Capital Pte Ltd Singapore 100% -
Initium HK Ltd Hong Kong 100% -
Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding
investments in stock.
Mobio Global Limited was created as an acquisition purposes vehicle. During
the period ended 30 September 2021, Mobio Global has acquired two
subsidiaries, Mobile Marketing LLC and Mobio (Singapore) PTE LTD. Remuneration
was paid partly in cash in the amount of 890,881 USD and partly by assuming
liability from the shareholder (in the amount of 2,529,250 USD) and assuming
contingent shares consideration (liability) in amount of 1,320,735 USD.
Accordance with Sale-Purchase agreement dated July 22, 2022 the 100% shares in
Mobile Marketing LLC was sold. The shares transferred to the buyer from the
moment the corresponding entry was made in the Unified State Register of Legal
Entities, on August 2, 2022.
On April 27, 2022, the Company purchased the shares in Mobio Global Inc.
(USA), the total purchase price is 30,000 USD.
Subsidiary undertakings Country of incorporation
31 December 2022 30 September 2021
Mobile Marketing LLC Russian Federation - 100%
Mobio (Singapore) PTE LTD Singapore 100% 100%
Mobio Global Inc. USA 100% 100%
The registered office of Mobile Marketing LLC is off. XLVII, floor 7, build.1,
Novodmitrovskaya str., 2, Moscow, 127015, Russian Federation.
The registered office of Mobio (Singapore) PTE LTD is 1 George Street #10-01,
One George Street, Singapore 049145.
The registered office of Mobio Global Inc. is 850 New Burton Road, Suite 201,
Dover, DE 19904. USA
Investments at fair value
Investments at fair value 31 December 2022 30 September 2021
Airnow PLC shares 10,156,281 11,647,947
Storiesgain Pte Ltd shares - 122,400
Total 10,156,281 11,770,347
Airnow PLC is incorporated in the United Kingdom. Its registered office is
Salisbury House, London Wall, London, EC2M 5PS. The principal activity of
Airnow PLC is the development of services to the mobile app community. The
number of shares held in Airnow PLC is 5,736,847 and represents a 6.37%
holding. The shares in Airnow PLC are directly held by Vox Valor Capital
Singapore Pte Limited. There is no amount still to be paid in respect of these
shares. No amount is owed either to or from Airnow PLC by the Vox Group.
17. Trade and other receivables
31 December 2022 30 September 2021
Trade receivables 2,924,351 1,752,347
Provision for bad debts (6,702) (66,739)
Prepayments 12,446 58,263
Total 2,930,095 1,743,871
All of the trade receivables were non-interest bearing and receivable under
normal commercial terms. The Directors consider that the carrying value of
trade and other receivables approximates to their fair value. The ageing of
trade receivables is detailed below:
As of 31 December 2022
< 60 days < 90 days < 180 days > 180 days Total
Trade receivables 2,917,649 - - 6,702 2,924,351
Provision for bad debts - - - (6,702) (6,702)
Total 2,917,649 - - - 2,917,649
As of 30 September 2021
< 60 days < 90 days < 180 days > 180 days Total
Trade receivables 1,575,580 110,028 54,594 12,145 1,752,347
Provision for bad debts - - (54,594) (12,145) (66,739)
Total 1,575,580 110,028 - - 1,685,608
18. Cash and cash equivalents
31 December 2022 30 September 2020
Cash at bank and in hand 911,686 756,159
Total 911,686 756,159
19. Other short-term assets
31 December 2022 30 September 2021
VAT - 124,271
Profit tax overpayment - 3,834
Social tax prepayment - 3,962
Other debtors 3,516 4,109
Total 3,516 136,176
20. Trade and other payables
31 December 2022 30 September 2021
Trade payables 298,546 121,858
Contract liabilities 2,593,207 1,714,339
Other taxes and social security costs 8,068 125,838
Other payables and accruals 5,270 3,012
Total 2,905,091 1,965,047
The fair value of trade and other payables approximates to book value at each
year end. Trade payables are non-interest bearing and are normally settled
monthly.
21. Loans and borrowings
Long-term 31 December 2022 30 September 2021
Triple Dragon Funding Delta Limited (TDFD) 1,625,000 1,000,000
AdTech Solutions Limited 385,000 -
Mobile Marketing LLC 45,712 -
Total 2,055,712 1,000,000
Short-term 31 December 2022 30 September 2021
AdTech Solutions Limited 38,038 22,565
Mobile Marketing LLC 46,570 -
Total 81,608 22,565
During the year ended 31 December 2022, the Group used a lending facility from
Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a
floating charge that covers the property and undertakings of Vox Capital Ltd
and Mobio Global Ltd. Interest is charged on the loan at a rate of 2.25% per
calendar month.
On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and
Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech
Solutions Limited. Final repayment date is March 1, 2024. Interest is charged
on the loan at a rate of 7.5% per calendar month.
As of 31 December 2022 the debts on loan between Mobile Marketing LLC and Vox
Capital Ltd (loan agreement dated 16 December 2020) is reflected as a loans
and borrowings with third parties as Mobile Marketing LLC is no longer the
part of the Group. Interest is charged on the loan at a rate of 7.5% per
calendar month.
22. Convertible notes
31 December 2022 30 September 2021
Net proceeds of issue - 194,340
Equity component - (393)
Liability component - 193,947
Interest to period end - 5,569
Revaluation at year end - 2,918
Convertible notes liability - 202,434
Vox Capital Ltd issued the following convertible notes:
- August 13, 2021 EUR 169,500 Slowdive LTD
- October 20, 2021 USD 150,000 private investor
- October 25, 2021 USD 150,000 private investor
- December 02, 2021 EUR 80,000 Mutual Investments SIA
- December 28, 2021 EUR 440,000 Rare Pepe Collection
The convertible loan born interest from 6% till 20% per annum, payable on
repayment, and was converted into Vox Capital Ltd shares. The convertible
loans, save for $75,000, was converted into shares before acquisition.
23. Other long-term and lease liabilities
Lease liabilities
31 December 2022 30 September 2021
Non-current liabilities
Lease liabilities 53,722 77,658
Current liabilities
Lease liabilities 17,381 46,305
Total 71,103 123,963
As at the year ended 31 December 2022 the Group leases a server for the
purpose of storing files and documents. The Group does not lease any premises
in London, Singapore and USA.
As at the year ended 30 September 2021 the Group leased an office building in
Moscow for use by its staff. It also leased a server for the purpose of
storing files and documents. The Group did not lease any premises in London
and Singapore.
Interest expense recognized: Leased property Leased server Total
As of 31 December 2022 2,999 2,033 5,032
As of 30 September 2021 5,562 3,291 8,853
The discount rate 2022 used in determining the present value of the lease
liability was determined based on the borrowing rates placed at Bank of
England official site
(https://www.bankofengland.co.uk/statistics/effective-interest-rates
(https://www.bankofengland.co.uk/statistics/effective-interest-rates/2022/june-2022)
) and consisted as follows:
- Server lease right: 3.11%.
The discount rate 2021 used in determining the present value of the lease
liability was determined based on the borrowing rates placed at the Bank of
Russia official site and consisted of:
- for the leased server: 4.65%
- for the leased property (rental agreement 2021): 7.67%
24. Other short-term liabilities
31 December 2022 30 September 2021
VAT payable (tax agent) 152,914 168,283
Salary liabilities - 2,569
Provision for vacation - 30,718
Current lease liabilities 17,381 46,305
Other liabilities - 2,964
Total 170,295 250,839
25. Financial instruments
The Group's financial instruments may be analysed as follows:
Financial assets 31 December 2022 30 September 2021
Financial assets measured at amortised cost:
Cash at bank and in hand 911,686 756,159
Trade receivables 2,917,649 1,685,608
Other receivables 12,446 58,263
Total 3,841,781 2,500,030
Financial liabilities 31 December 2022 30 September 2021
Financial liabilities measured at amortised cost:
Trade payables 298,546 121,858
Contract liabilities 2,593,207 1,714,339
Other taxes and social security costs 8,068 125,838
Lease liabilities 71,103 123,963
Total 2,970,924 2,085,998
The Group's income, expense, gains and losses in respect of financial assets
measured at fair value through profit or loss realised fair value gains of nil
(2021: nil).
26. Financial risk management
The Group is exposed to a variety of financial risks through its use of
financial instruments which result from its operating activities. All the
Group's financial instruments are classified trade and other receivables. The
Group does not actively engage in the trading of financial assets for
speculative purposes. The most significant financial risks to which the Group
is exposed are described below:
Credit risk
Generally, the Group's maximum exposure to credit risk is limited to the
carrying amount of the financial assets recognised at the reporting date, as
summarised below:
31 December 2022 30 September 2021
Trade receivables 2,917,649 1,685,608
Prepayments 12,446 58,263
Total 2,930,095 1,743,871
Credit risk is the risk of financial risk to the Group if a counter party to a
financial instrument fails to meet its contractual obligation. The nature of
the Group's debtor balances, the time taken for payment by clients and the
associated credit risk are dependent on the type of engagement.
The Group's trade and other receivables are actively monitored. The ageing
profit of trade receivables is monitored regularly by Directors. Any debtors
over 30 days are reviewed by Directors every month and explanations sought for
any balances that have not been recovered.
Unbilled revenue is recognised by the Group only when all conditions for
revenue recognition have been met in line with the Group's accounting policy.
The Directors are of the opinion that there is no material credit risk at the
Group level.
Liquidity risk
Liquidity risk is the situation where the Group may encounter difficulty in
meeting its obligations associated with its financial liabilities. The Group
seeks to manage financial risks to ensure sufficient liquidity is available to
meet any foreseeable needs and to invest cash assets safely and profitably.
The tables below break down the Group's financial liabilities into relevant
maturity groups based on their contractual maturities.
The amounts disclosed in the tables below are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying balances,
because the impact of discounting is not significant.
Contractual maturities of financial liabilities as of 31 December 2022
Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount
Trade and other payables 2,905,091 - - - 2,905,091
Corporation tax payable 17,823 - - - 17,823
Lease liabilities 9,426 7,955 20,298 33,424 71,103
Total 2,932,340 7,955 20,298 33,424 2,994,017
Contractual maturities of financial liabilities as of 30 September 2021
Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount
Trade and other payables 1,965,047 - - - 1,965,047
Corporation tax payable 13,762 - - - 13,762
Lease liabilities 19,979 26,326 55,212 22,446 123,963
Total 1,998,788 26,326 55,212 22,446 2,102,772
Interest rate risk
The Group is not exposed to material interest rate risk as its liabilities are
either non-interest bearing or subject to fixed interest rates.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily the Russian Ruble. The
Group monitors exchange rate movements closely and ensures adequate funds are
maintained in appropriate currencies to meet known liabilities.
The Group's exposure to foreign currency risk at the end of the respective
reporting period, expressed in Currency Units, was as follows:
Cash & cash equivalents RUB GBP EUR
30 September 2021 41,820,662 1,284 105,394
31 December 2022 - 157,104 11,291
The Group is exposed to foreign currency risk on the relationship between the
functional currencies of the Group companies and the other currencies in which
the Group's material assets and liabilities are denominated. The table below
summaries the effect on profit and loss had the functional currency of the
Group weakened or strengthened against these other currencies, with all other
variables held constant.
2022 2022 2022
RUB GBP EUR
10% weakening of functional currency - (15,710) (1,129)
10% strengthening of functional currency - 15,710 1,129
2021 2021 2021
RUB GBP EUR
10% weakening of functional currency (4,182,066) (128) (10,539)
10% strengthening of functional currency 4,182,066 128 10,539
The impact of a change of 10% has been selected as this has been considered
reasonable given the current level of exchange rates and the volatility
observed both on a historical basis and market expectations for future
movements.
Reputational risks
The Management of the Group believes that at present there are no facts that
could have a significant negative impact on the decrease in the number of its
customers due to a negative perception of the quality of services provided,
adherence to the terms of rendering services, as well as the participation of
the Group in any price agreement. Accordingly, reputational risks are assessed
by the Group as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their
carrying value.
Country risks
4 February 2022 Russia declared a war operation in Ukraine and launched
full-scale military invasion., multilateral sanctions and restrictions were
imposed on work with certain Russian legal entities and individuals. These
circumstances caused unpredictable volatility in the stock and currency
markets, in energy prices, general price level, the Bank of Russia's key
interest rate and restrictions on flow of certain groups of goods. It is
expected that these events may affect the business of companies in various
countries and industries.
One of the Directors of the Group is a citizen of the Russian Federation. He
is not subject to the sanctions imposed by the United Kingdom and other
countries. Since 2 August 2022 the Group does not provide to and receive
services from Russian companies.
The Management analyzes the current situation and possible solutions. At
present, the duration of these events cannot be predicted and their impact on
the future financial position and performance of the Group cannot be reliably
assessed.
Other risks
The industry risk is currently assessed as low, and the volume of advertising
on the Internet is growing. However, it should be taken into consideration
that the industry is affected by changing legislation on the regulation of the
advertising services provision and compliance with information security of
data. Also, the Group business depends on the availability, performance and
reliability of internet, mobile and other infrastructures (speed, data
capacity and security) that are not under the Group control.
The Group makes every effort to comply with the requirements of the
legislation and to maintenance of a reliability for providing advertising
internet services.
27. Related party disclosures
Parties are generally considered to be related if one party has the ability to
control the other party or can exercise significant influence in making
financial and operational decisions.
The related parties of the Group are:
· Petrus Cornelis Johannes Van Der Pijl - Director, international
group member (the ultimate beneficiary).
· Stefans Keiss - international group member (the ultimate
beneficiary).
· S Konovalov - international group member (the ultimate
beneficiary).
· Vox Valor Capital Pte. LTD - international group member.
· Vox Capital LTD - international group member. The shareholder of
the Mobio Global LTD.
· Vox Valor Capital LTD - international group member.
· Vox Capital Holding LTD - international group member.
· Vox Valor Holding LTD - international group member.
The affiliated parties of the Company are:
· Mobile Marketing LLC - through S. Konovalov.
· Influence LLC - through S. Konovalov.
· Adtech solutions limited - through S. Konovalov
· Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van
Der Pijl
· Triple Dragon Limited - through Petrus Cornelis Johannes Van Der
Pijl
· Triple Dragon Funding Delta Limited - through Petrus Cornelis
Johannes Van Der Pijl
26.1. Transactions with related parties
· Trade and other receivables - related parties (immediate parent
company for the Group) as of December 31, 2022:
Creditor Related party Description 2022 2021
Vox Capital Ltd Mobio Global LTD "Setfords Law" LTD costs due from PLC 8,591 9,604
Vox Capital Ltd Mobile Marketing LLC Loan agreement dated 16.12.2020 - 40,000
Principal amount
Vox Capital Ltd Mobile Marketing LLC Loan agreement dated 16.12.2020 - 3,106
Interest (7.5%)
Total: 8,591 52,710
· Trade and other payables - related parties (immediate parent company
for the Group) as of December 31, 2022
Debtor Related party Description 2022 2021
Vox Capital Ltd Mobio Global LTD Intercompany payments 2,448,048 3,016,947
Total: 2,448,048 3,016,947
26.2. Transactions with affiliated parties
· Trade and other receivables - affiliated parties as of December 31,
2022:
Debtor Affiliated party Description 2022 2021
Mobio Global LTD Triple Dragon Services OÜ Service agreement 650,586 -
Mobio Global LTD Mobile Marketing LLC Service agreement 185,696 -
Mobio (Singapore) Pte LTD Triple Dragon Services OÜ Service agreement 44,500 -
Total: 880,782 -
· Trade and other payables - affiliated parties as of December 31,
2022:
Creditor Affiliated party Description 2022 2021
Mobio Global LTD Triple Dragon Services OÜ Service agreement 145,623 -
Mobio (Singapore) Pte LTD Triple Dragon Services OÜ Service agreement 125,094 -
Mobio Global LTD Mobile Marketing LLC Audit fees charging 37,168 -
Mobio (Singapore) Pte LTD Mobile Marketing LL Audit fees charging 15,924 -
Total: 323,809 -
· Other short-term assets and financial assets - affiliated parties as
of December 31, 2022:
Debtor Affiliated party Description 2022 2021
Mobio Global LTD Mobile Marketing LLC Other short-term assets 3,516 -
Mobile Marketing LLC Influence LLC Loan agreement (long term) - 2,684
Mobile Marketing LLC Influence LLC Loan agreement (short term) - 208
Total: 3,516 2,892
· Loans - affiliated parties as of December 31, 2022:
Creditor Affiliated party Description 2022 2021
Mobio Global LTD Adtech solutions limited Loan agreement - principal 385,000 -
Mobio Global LTD Adtech solutions limited Loan agreement - interest 46,570 -
Vox Capital Ltd Triple Dragon Funding Delta Limited Loan agreement - principal 1,625,000 1,000,000
Vox Capital Ltd Triple Dragon Funding Delta Limited Loan agreement - interest 35,038 22,565
Vox Capital Ltd Mobile Marketing LLC Loan agreement - principal 40,000 -
Vox Capital Ltd Mobile Marketing LLC Loan agreement - interest 5,712 -
Total: 2,137,320 1,022,565
· Income and expenses - affiliated parties as of December 31, 2022:
Parent company Affiliated party Description 2022 2021
Mobio Global LTD Triple Dragon Services OÜ Sales revenue 5,256,060 -
Mobio (Singapore) Pte LTD Triple Dragon Services OÜ Sales revenue 44,500 -
Mobio Global LTD Triple Dragon Services OÜ Operating expenses (1,806,281) -
Mobio (Singapore) Pte LTD Triple Dragon Limited Operating expenses (680,484) -
Vox Capital Ltd Triple Dragon Funding Delta Limited Interest expenses (303,711) -
Mobio Global LTD Adtech solutions limited Interest expenses (12,748) -
Mobile Marketing LLC Influence LLC Interest income 133 210
Remuneration paid to key management personnel:
Director's fees
Holding company Subsidiary companies Total
Directors remuneration 2022 177,503 59,134 236,637
Directors remuneration 2021 106,829 33,022 139,851
28. Share capital
31 December 2022 30 September 2021
Share capital 194,426 187,128
Share premium 13,660,572 12,705,270
Total 13,854,998 12,892,398
Capital reduction
Given the current geopolitical context and uncertainty surrounding the
sanction regime, 22 July 2022 the Group disposed of Mobile Marketing LLC to
Sergey Konovalov. The consideration due from Sergey Konovalov to Mobio Global
LTD as a result of the transfer was USD 303,660. Sergey Konovalov confirmed
that he was willing to cancel 143,778 of his shares in the Vox Capital Ltd to
finance the acquisition of Mobile Marketing LLC and Mobio Global LTD applied
the transfer consideration to repay part of the amounts owed (being at least
USD 303,660) by Mobio Global LTD to Vox Capital Ltd in respect intra-Group
balances. As a result of that Vox Capital Ltd made the following reduction of
capital:
(a) a reduction its share capital from £147,989.27 to £146,551.49 by
cancelling and extinguishing 143,778 ordinary shares of £0.01 each; and
(b) a reduction of the share premium account from £9,712,093.16 by
£248,286.72 to £9,463,806.44.
29. Reverse acquisition
On 30 September 2022, the Company acquired the entire issued share capital of
Vox Capital Ltd and its subsidiaries, a private company incorporated in United
Kingdom, by way of a share-for-share exchange. Although the transaction
resulted in the Vox Capital Ltd becoming a wholly owned subsidiary of the
Company, the transaction constitutes a reverse acquisition in as much as the
shareholders Vox Capital Ltd owned, post transaction, a majority of the issued
ordinary shares of the Company.
In substance, the shareholders of the Vox Capital Ltd acquired a controlling
interest in the Company and the transaction has therefore been accounted for
as a reverse acquisition.
Accordingly, this reverse acquisition does not constitute a business
combination and was accounted for in accordance with IFRS 2 Share-based
payment and IFRIC guidance, with the difference between the equity value given
up by the Vox Capital Ltd shareholders and the share of the fair value of net
assets gained by the Vox Capital Ltd shareholders charged to the statement of
comprehensive income as the cost of acquiring an Standard list quoted listing
in the form of a share based payment expense.
In accordance with reverse acquisition accounting principles, these
consolidated financial statements represent a continuation of the consolidated
financial statements of Vox Capital Ltd and include:
a. the assets and liabilities of Vox Capital Ltd at their pre-acquisition
carrying amounts and the results for both periods; and
b. the assets and liabilities of the Company as at 30 September 2021 and as at
31 December 2022.
Share-base-payment components of the reverse acquisition transaction are
measured under IFRS 2. Equity-settled transactions are measured at the fair
value of the assets and services acquired, if this fair value is reliably
determinable. Fair value of The Company assets includes identifiable net
assets and possibly unidentified assets or services, such as costs of listing.
The fair value of net assets of Vertu Capital Ltd at the date of acquisition
was as follows:
GBP USD
1.1150
Cash and cash equivalents 151,255 168,649
Other assets 5,386 6,005
Liabilities (94,020) (104,832)
Net assets 62,621 69,822
In accordance with Prospectus, published on 30 September 2022:
GBP USD
1.1150
(1) Shares in issue at the date of Prospectus 143,999,998
(2) Issue Price 1.2p
(3) Total Consideration Shares to be issued on Admission 2,203,564,840
(4) The fair value of the consideration given up 26,442,750
Fair value of the outstanding shares of the Company just before the
transaction (Share based payments):
(5) (4) / (3) = 0.012
(6) (1) * (5) = 1,728,000 1,926,720
Identifiable assets and liabilities (net assets) of The Company at their fair
value at the date of transaction:
(7) Net current assets 62,621 69,822
Reverse acquisition 1,665,379 1,856,898
expenses (6) - (7) =
For calculation of the amounts into presentational currency, the GBP/USD rate
as of 30 September 2022 was taken from
https://www.exchangerates.org.uk/.
30. Exchange differences on translation foreign operations
31 December 2022 30 September 2021
Translation adjustment of the amount of investment 222,601 (222,601)
to Mobio Group
Total - (222,601)
In accordance with the Share purchase agreement (SPA) dated 14 October 2020,
the amount of Investment acquired companies valuated in USD ($). The amount of
Investment taken into account of Mobio Global LTD in GBP (£) using the
conversing date GBP/USD on the date of transaction.
Since the Investment is a non-monetary item, it is reported at the historical
rate of the transaction and is not revalued in local report of Mobio Global
LTD (IAS 21, paragraph 23).
In accordance with paragraph 39 of IAS 21: "Assets and liabilities for each
statement of financial position presented shall be translated at the closing
rate at the date of that statement of financial position". The translation of
the amount of Investment to presentation currency significantly changes the
price specified in the SPA. The difference between the SPA price and the
amount at the exchange rate at the reporting date is shown as other components
of equity.
Disclosure on December 31, 2022
Notes Date Amount £ Amount $
Amount of Investment, beginning of the year 30.09.2021 £3,669,330 $4,740,866
Investment disposal (£1 741 453) ($2 250 000)
Investment impairment (£1 927 878) ($2 490 866)
Total investment 31.12.2022 - -
Cumulated exchange differences on translating foreign operations reversing $222,601
Disclosure on 30 September 2021
Notes Date Rate Amount £ Amount $
Amount of Investment on the date of transaction 14.10.2020 1.29320 £3,781,987 $4,890,866
Early payment discount 31.12.2020 1.33149 (£112,656) ($150,000)
Total investment £3,669,330 $4,740,866
Investment recalculation to the presentation currency using the closing rate 1.3527 $4,963,467
date as of 31.12.2021
Including:
Investment $4,740,866
Exchange differences on translating foreign operations ($222,601)
31. Capital management
The Group's objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so that
they can continue to provide returns to shareholders and benefits for other
stakeholders, and
- Maintain an optimal capital structure to reduce the cost of
capital.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
32. Environmental, Social and Governance (ESG).
Environment
Carbon footprint reduction.
Vox Valor Capital is committed to cutting its carbon footprint across the
Group, whilst also seeking to become more energy efficient. The Company has
used online video conferencing platforms throughout the pandemic and, where
practicable, will continue to promote this for the majority of internal
meetings to minimize travel footprint.
Reducing waste.
All staff actively engage in the recycling of all waste materials wherever
possible.
Software development and servicing marketing campaigns for customers. Business
activity of the Group includes mainly working on computers with relatively
small negative effect on the environment. Management uses new technologies
providing economy on electric resources.
Social
Diversity & Inclusion
Vox Valor Capital is committed to the equal treatment of all employees and
prospective employees regardless of their background, gender, race, marital
status, ethnic origin, disability or sexual orientation. The Company
recognizes how important its people are in the success of the business. The
Group is proud to recruit, develop and retain the most talented people from
all different backgrounds. Vox Valor Capital understands the importance of
diversity across the business to foster collaboration and a culture which
strives to deliver the Group's strategy.
Career development
The Board believes that good progression opportunities for our team members
are offered within the Group's businesses.
Health and Safety
Vox Valor Capital holds health and safety as a standing focus, for employees.
All health and safety incidents are reported to the senior management
regularly.
Anti-slavery statement
The Group is committed to effective systems and controls being in place to
ensure the Modern Slavery Act 2015 is upheld throughout the business and that
partners and affiliates, throughout the supply chain, have similarly high
standards and respect all local and international laws and regulations.
Governance
Corporate governance statement
The Board believes in the value and importance of strong corporate governance,
at executive level and throughout the operation of the business, and in our
accountability to all stakeholders.
Future ESG goals
The Company recognizes that further progress can be made towards a sustainable
future and has set the following goals:
- encourage employees to use recyclable or biodegradable materials,
- continue to recruit locally,
- continue promoting recycling across the Group,
- establish an ESG/sustainability committee.
33. Climate change
The Company takes into account the interconnection of climate risks with other
types of risks and, on this basis, manages them as part of its overall risk
management process. This analyses both transition risks (political, legal,
technological, market, reputational, related to changes in demand and consumer
preferences) and physical risks (related to the physical effects of climate
change, natural disasters, extreme weather conditions) that may affect the
company's operations. At the same time, the approach to identifying and
assessing climate risks is based on the TCFD recommendations.
The Company's strategy on this issue is based on the results of a regular
inventory of climate risks and their analysis, taking into account business
continuity conditions and the impact on business processes for strategic and
financial planning. The Company forecasts and takes into account macroeconomic
and industry trends, long-term market trends and basic factors underlying the
dynamics of demand, supply and demand for information products.
Based on this approach, the Company develops a Risk and Opportunity Management
Program, the results of which are submitted for discussion by the Board of
Directors with a regular assessment of the quality of such management
34. Events after the reporting date
On 23 February 2023, Vertu Capital Holding Ltd. (UK) was disposed. No
significant financial effect will be recognized in the financial statements
for the year ending 31 December 2023 for that disposal.
On 31 January 2023 Group the Term sheet with Company 1. Company 1 is a music
mobile app developer that believes that making music should be accessible
everywhere and to everyone. Company 1 apps are easy and fun to use. They are
among the leading music apps on Google Play and the App Store. The Transaction
is expected to be completed on or before 31 May 2023.
On 31 January 2023 Group the Term sheet with Company 2. Company 2 create
exclusive mobile games because they believe that this is the true future of
game development. Created over a hundred mobile apps and games. Some of the
products were ranked the Top-1 in App Store. The Transaction is expected to be
completed on or before 30 June 2023.
In the period between the reporting date and the date of signing the financial
statements for the reporting year, there were no other facts of economic
activity that could have an impact on the financial condition, cash flow or
performance of the organization and which should be reflected.
VOX VALOR CAPITAL LIMITED
STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Statement of financial position as at 31 December 2022
All in GBP Notes 31 December 2022 31 December 2021
ASSETS
Non-current assets
Investments 26,442,751 1
26,442,751 1
Current assets
Other receivables - -
Other receivables - related parties 6,434 165,739
Prepayments 5,336 5,336
Cash and cash equivalents 145,564 145,739
157,334 316,814
Current liabilities
Other payables 122,492 72,006
Accruals & Provision 12,000 12,000
134,492 84,006
NET ASSETS 26,465,593 232,808
Equity attributable to owners of the parent:
Share capital 1,440,000 1,440,000
Consideration Shares 26,442,750 -
Accumulated losses (1,417,157) (1,207,192)
TOTAL EQUITY 26,465,593 232,808
Statement of changes in equity for the year ended 31 December 2022
All in GBP Notes Share Capital Consideration Shares Retained earnings Total equity
Balance at 1 January 2022 1,440,000 - (1,207,192) 232,808
Proceeds from issuance of ordinary shares - 26,442,750 - 26,442,750
Retained earnings - - (209,965) (209,965)
Other comprehensive income - - - -
Balance at 31 December 2022 1,440,000 26,442,750 (1,417,157) 26,465,593
All in GBP Notes Share Capital Consideration Shares Retained earnings Total equity
Balance at 1 January 2021 1,200,000 - (1,060,921) 139,079
Proceeds from issuance of ordinary shares 240,000 - - 240,000
Retained earnings - - (146,271) (146,271)
Other comprehensive income - - - -
Balance at 31 December 2021 1,440,000 - (1,207,192) 232,808
Notes to the financial statements, comprising significant accounting policies
and other explanatory information for the year ended 31 December 2022
GENERAL INFORMATION
Vox Valor Capital LTD (the "Company").
Vox Valor Capital LTD (old name Vertu Capital Limited) was incorporated in the
Cayman Islands on 12 September 2014 as an exempted company with limited
liability under the Companies Law. The registered office of the Company is
Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10
Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number
291725.
Subsidiaries:
· Vertu Capital Holding Ltd United
Kingdom 100% ownership by Vox Valor Capital LTD
· Vox Capital Plc
United
Kingdom 100% ownership by Vox Valor Capital LTD
Originally, the Company's nature of operations is to act as a special purpose
acquisition company. On 30 September 2022, the Company purchased Vox Capital
Plc and from that moment the principal activity of the Company is a business
in the digital marketing, advertising and content sector.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of The Company are: Pieter Van Der Pijl, Stefans Keiss,
and Sergey Konovalov.
Management (Directors)
Before 30 September 2022:
· Kiat Wai Du,
· Shunita Maghji
· Simon Retter
Since 30 September 2022:
· John G Booth (Chairman and Non-Executive Director)
· Rumit Shah (Non-Executive Director)
· Simon Retter (Non-Executive Director)
· Konstantin Khomyakov (Finance Director)
Going concern
At the reporting date, the Company had cash balance of £145,564.
These financial statements have been prepared on a going concern basis, which
assumes that the Company will continue to be able to meet its liabilities as
and when they fall due in the foreseeable future.
ACCOUNTING POLICIES
The Financial Statements have been prepared in accordance with International
Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee
("IFRIC") interpretations.
The financial statements are presented in British Pound Sterling (£).
The notes are an integral part of the financial statements.
Reporting period
These financial statements represent the financial reporting period for the
Company from January 1 till December 31, 2022.
General
An asset is disclosed in the statement of financial position when it is
probable that the expected future economic benefits attributable to the asset
will flow to the entity and the cost of the asset can be reliably measured. A
liability is disclosed in the statement of financial position when it is
expected to result in an outflow from the entity of resources embodying
economic benefits and the amount of the obligations can be measured with
sufficient reliability.
If a transaction results in transfer of future economic benefits and/or when
all risks associated with assets or liabilities have been transferred to a
third party, the asset or liability is no longer included in the statement of
financial position. Assets and liabilities are not included in the statement
of financial position if economic benefits are not probable or cannot be
measured with sufficient reliability.
The income and expenses are accounted for during the period to which they
relate. Revenue is recognized when control over service is transferred to a
customer.
The Management is required to form an opinion and make estimates and
assumptions for assets, liabilities, income, and expenses. The actual result
may differ from these estimates. The estimates and the underlying assumptions
are constantly assessed. Revisions are recognised during a corresponding
revision period as well as any future periods affected by the revision. The
nature of these estimates and judgements, including related assumptions, is
disclosed in the notes to corresponding items in the financial statement.
Investments
Interests in subsidiaries, associates and jointly controlled entities are
initially measured at cost and subsequently measured at cost less any
accumulated impairment losses. The investments are assessed for impairment at
each reporting date and any impairment losses or reversals of impairment
losses are recognized immediately in profit or loss (IAS 36 Impairment of
Assets). Impairment losses are reflected in non-operating expenses of
Statement of profit and loss and other comprehensive income. Reversals of
impairment losses are reflected in non-operating income.
A subsidiary is an entity controlled by the company. Control is the power to
govern the financial and operating policies of the entity so as to obtain
benefits from its activities.
An associate is an entity, being neither a subsidiary not a joint venture, in
which the company holds a long-term interest and where the company has
significant influence. The company considers that it has significant influence
where it has the power to participate in the financial and operating decisions
of the associate.
Entities in which the company has a long-term interest and shares control
under a contractual arrangement are classified as jointly controlled entities.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Company's cash management are included as a component of cash and cash
equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the
indirect method.
Financial instruments
Financial assets and financial instruments are recognised on the statement of
financial position when the Company becomes a party to the contractual
provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as subsequently
measured at amortised cost, fair value through other comprehensive income
(OCI), and fair value through profit or loss. The classification of financial
assets at initial recognition depends on the financial asset's contractual
cash flow characteristics and the Company's business model for managing them.
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition and re-evaluates this classification at every reporting
date.
As at the reporting date, the Company did not have any financial assets
subsequently measured at fair value.
Financial liabilities
Trade and other payables are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost, where
applicable, using the effective interest method, with interest expense
recognised on an effective yield basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or they expire.
Taxation
The tax currently payable is based on the taxable profit for the period.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other periods and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the reporting date.
Deferred income tax is provided for using the liability method on temporary
differences at the reporting date between the tax basis of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised in full for all temporary
differences. Deferred income tax assets are recognised for all deductible
temporary differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will be
available against which the deductible temporary differences, and
carry-forward of unused tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each
reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the
deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at each reporting date and are recognised to the extent
that is probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Operating segments
The operating segments identifies based on internal reporting for
decision-making. The Company is operated as one business with key decisions
irrespective of the geography where work for clients is carried out. The
Management (chief operating decision maker) considers that The Company has one
operating segment.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have
been issued by International Accounting Standards Board but are not yet
effective and in some cases have not yet been adopted. The Directors do not
expect that the adoption of these standards will have a material impact on the
financial statements of the Company in future periods.
ACCOUNTS BREAKDOWN AND NOTES
1. Other operating expenses
Expenses All in GBP 31 December 2022 31 December 2021
Brokerage fees - 21,511
Registrar & Depository Fees - 15,555
Directors' fees - 35,000
Regulatory charges - 21,177
Maintenance fee - -
Secretarial fees - 4,056
Provision for audit fees - 14,000
Listing charges - 24,945
Office rental - 8,453
Loss on foreign exchange - -
Penalty - 1,225
RTO expenses 209,909 349
Bank charges 175 349
Unrealised Currency Gains (119) 1,225
Total 209,965 146,271
All expenses incurred during the reporting year were re-charged to Vox Capital
Ltd as Reverse takeover (RTO) expenses
2. Income tax expense
The Company is regarded as resident for the tax purposes in Cayman Islands. No
tax is applicable to the Company for the year ended 31 December 2022.
The Company has incurred indefinitely available tax losses of £1,359,678
(2021: £1,207,192) to carry forward against future taxable income. No
deferred income tax asset has been recognised in respect of the losses carried
forward, due to the uncertainty as to whether the Company will generate
sufficient future profits in the foreseeable future to prudently justify this.
3. Investments in subsidiaries
As at the year ended 31 December 2022, the Company had the subsidiaries:
Subsidiary undertakings Country of incorporation
31 December 2022 31 December 2021
Vertu Capital Holding Ltd. United Kingdom 100% -
Vox Capital Pte United Kingdom 100% 100%
Investment:
All in GBP 31 December 2022 31 December 2021
Vertu Capital Holding Ltd. 1 1
Vox Capital Pte. 26,442,750 -
Total 26,442,751 1
On 30 September 2022, the Company entered into a sale and purchase agreement
with the Vox Sellers pursuant to which the Company agreed to acquire the
entire issued share capital of Vox Capital Ltd for £26,442,749.57, it was
satisfied by the issue of the Consideration Shares at the Issue Price. The
Acquisition was constituted a reverse takeover for the purposes of Listing
Rule 5.6.4 and therefore the Company has re applied for the admission of its
Ordinary Share capital to the Standard Segment of the Official List and to
trading on the Main Market.
Vox Capital Pte was incorporated on 7 May 2020 as a vehicle to consolidate
businesses in the digital marketing, advertising and content sector. To date,
Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK
digital marketing company and has also acquired an equity interest in another
trading business: Airnow PLC, a UK based app monetisation and marketing group.
4. Other receivables
All in GBP 31 December 2022 31 December 2021
Other receivables - 50
Prepayments 5,336 5,336
Total 5,336 5,386
All of the trade receivables were non-interest bearing and receivable under
normal commercial terms. The Directors consider that the carrying value of
trade and other receivables approximates to their fair value.
Other receivables - related parties
All in GBP 31 December 2022 31 December 2021
Vertu Capital Holdings Limited 6,434 165,030
Total 6,434 165,030
5. Cash and cash equivalents
All in GBP 31 December 2022 31 December 2021
Cash at bank 145,564 145,739
Total 145,564 145,739
6. Other payables
All in GBP 31 December 2022 31 December 2021
Non-trade creditors 26,848 26,848
Other creditors 95,644 45,159
Total 122,492 72,007
The fair value of trade and other payables approximates to book value at each
year end. Trade payables are non-interest bearing and are normally settled
monthly.
7. Financial instruments
The Company's financial instruments may be analysed as follows:
Financial assets 31 December 2022 31 December 2021
Financial assets measured at amortised cost: All in GBP All in GBP
Cash at bank 145,564 145,739
Other receivables 5,336 5,386
Total 150,900 151,125
Financial liabilities 31 December 2022 31 December 2021
Financial liabilities measured at amortised cost: All in GBP All in GBP
Other payables 122,492 72,007
Total 122,492 72,007
The Company's income, expense, gains and losses in respect of financial assets
measured at fair value through profit or loss realised fair value gains of nil
(2021: nil).
8. Financial risk management
The Company is exposed to a variety of financial risks through its use of
financial instruments which result from its operating activities. All the
Company's financial instruments are classified trade and other receivables.
The Company does not actively engage in the trading of financial assets for
speculative purposes. The most significant financial risks to which the
Company is exposed are described below:
Credit risk
The Company's credit risk is primarily attributable to deposits with banks.
The Company manages its deposits with banks or financial institutions by
monitoring credit ratings and limiting the aggregate risk to any individual
counterparty. The Company's exposure to credit risk on cash and cash
equivalents is considered low as the bank accounts are with banks with high
credit ratings.
Liquidity risk
Liquidity risk is the situation where the Company may encounter difficulty in
meeting its obligations associated with its financial liabilities. The Company
seeks to manage financial risks to ensure sufficient liquidity is available to
meet any foreseeable needs and to invest cash assets safely and profitably.
Interest rate risk
The Company is not exposed to material interest rate risk as its liabilities
are either non-interest bearing or subject to fixed interest rates.
Reputational risks
The Management of the Company believes that at present there are no facts that
could have a significant negative impact on the decrease in the number of its
customers due to a negative perception of the quality of services provided,
adherence to the terms of rendering services, as well as the participation of
The Company in any price agreement. Accordingly, reputational risks are
assessed by the Company as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their
carrying value.
Country risks
4 February 2022 Russia declared a war operation in Ukraine and launched
full-scale military invasion, multilateral sanctions and restrictions were
imposed on work with certain Russian legal entities and individuals. These
circumstances caused unpredictable volatility in the stock and currency
markets, in energy prices, general price level, the Bank of Russia's key
interest rate and restrictions on flow of certain groups of goods. It is
expected that these events may affect the business of companies in various
countries and industries.
One of the Directors of the Company is a citizen of the Russian Federation. He
is not subject to the sanctions imposed by the United Kingdom and other
countries. The Company does not provide to and receive services from Russian
companies.
The Management analyzes the current situation and possible solutions. At
present, the duration of these events cannot be predicted and their impact on
the future financial position and performance of the Company cannot be
reliably assessed.
Other risks
The industry risk is currently assessed as low, and the volume of advertising
on the Internet is growing. However, it should be taken into consideration
that the industry is affected by changing legislation on the regulation of the
advertising services provision and compliance with information security of
data. Also, The Company business depends on the availability, performance and
reliability of internet, mobile and other infrastructures (speed, data
capacity and security) that are not under The Company control.
The Company makes every effort to comply with the requirements of the
legislation and to maintenance of a reliability for providing advertising
internet services.
9. Related parties transactions
Parties are generally considered to be related if one party has the ability to
control the other party or can exercise significant influence in making
financial and operational decisions.
The related parties of The Company are:
· Petrus Cornelis Johannes Van Der Pijl - the ultimate beneficiary
· Stefans Keiss - the ultimate beneficiary
· Sergey Konovalov - the ultimate beneficiary
· Vox Valor Holding LTD
· Vertu Capital Holding LTD
· Vox Capital Plc
· Mobio Global LTD
· Mobio (Singapore) Pte LTD
· Mobio Global Inc.
· Vox Valor Capital Pte LTD
· Initium HK LTD
· Airnow Plc
Transactions with related parties
Other receivables - related parties
All in GBP 31 December 2022 31 December 2021
Vertu Capital Holdings Limited 6,434 165,030
Total 6,434 165,030
10. Share capital
All in GBP Number of shares Share capital
As at 31 December 2021 143,999,998 1,440,000
Additional - -
As at 31 December 2021 143,999,998 1,440,000
11. Consideration Shares
On 30 September 2022, the Company entered into a sale and purchase agreement
with the Vox Sellers pursuant to which the Company agreed to acquire the
entire issued share capital of Vox Capital Ltd (Vox Capital) for
£26,442,749.57, it was satisfied by the issue of the Consideration Shares at
the Issue Price 1,2p.
12. Capital management
The Company's objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so that
they can continue to provide returns to shareholders and benefits for other
stakeholders, and
- Maintain an optimal capital structure to reduce the cost of
capital.
In order to maintain or adjust the capital structure, The Company may adjust
the amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
13. Events after the reporting date
On 23 February 2023, Vertu Capital Holding Ltd. (UK) was disposed.
In the period between the reporting date and the date of signing the financial
statements for the reporting year, there were no other facts of economic
activity that could have an impact on the financial condition, cash flow or
performance of the organization and which should be reflected.
The Company intends to expand its presence in the international advertising
market in the coming years.
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