REG - Vox Valor Capital - Half-year Financial Report
27/02/2026 07:00
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RNS Number : 5898U Vox Valor Capital Limited 27 February 2026
27 February 2026
Vox Valor Capital Limited
("Vox Valor", the "Company" or the "Group")
Interim Results for the six months ended 30 November 2025
Vox Valor (LSE: VOX), is pleased to announce its unaudited interim financial
statements for the six-month period ended 30 November 2025
For additional information please contact:
Konstantin Khomyakov
Tel: +1 (345) 949-4544
Email: ir@voxvalor.com
AlbR Capital Limited
David Coffman / Dan Harris
Tel: +44 (0)207 399 9400
INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
I am pleased to present the Vox Valor Capital Limited ("Vox Valor" or "the
Company") unaudited interim results for the six months ended 30 November 2025.
About the Company
The Vox Valor Group ("Vox Valor Group" or "the Group") is engaged in providing
mobile marketing and advertising related services and these are conducted
through its 100% owned UK operating subsidiary Mobio Global Limited ("Mobio
Global"), its 100% owned Singapore operating subsidiary Mobio Singapore Pte
Ltd. ("Mobio Singapore") and its 100% owned US operating subsidiary Mobio
Global Inc. ("Mobio US"). The Group employs 30 contractors and employees in
total across its subsidiaries.
The Group was formed in 2022 upon the reverse takeover ("RTO") of Vox Capital
Limited, a company that acquired Mobio in 2020 as part of its strategy to grow
its mobile marketing and advertising technology services and product offering
and to grow Mobio in the European and American markets.
Mobio operates as the Group's specialist mobile growth platform, delivering
performance-led marketing solutions to developers and publishers of mobile
applications and games. Its principal capability is user acquisition, where it
designs, executes and optimises data-driven campaigns across major digital
channels to deliver scalable growth. These campaigns are structured to achieve
efficient cost-per-action metrics while supporting sustainable expansion of
clients' user bases and revenue generation.
Alongside user acquisition, Mobio provides a complementary suite of services
designed to enhance overall marketing effectiveness. These include app store
optimisation, aimed at improving organic visibility and conversion performance
within leading app marketplaces, and retargeting solutions delivered via the
Group's proprietary Feedwise platform to re-engage existing users and increase
lifetime value. Mobio also develops mobile-focused creative assets and video
content for clients that do not maintain in-house production capability, and
provides digital strategy and advisory services to support broader growth
objectives.
While the Group continues to broaden its client portfolio across Mobio Global,
Mobio Singapore and Mobio US, the United States remains the principal
strategic focus given the scale and depth of the US adtech market.
Summary of Trading Results
Management's focus in the reporting period was on the Group's financial
performance.
For the 6 months' period ended 30 November 2025, Vox Valor reported revenues
of USD 5.2m (2024: USD 6.2m), including:
1 June - 30 November 2025 1 June - 30 November 2024
Mobio Singapore USD 3.2m USD 3.6m
Mobio Global US USD 1.1m USD 0.6m
Mobio Global UK USD 0.9m USD 2.0m
The reduction in Group revenue to USD 5.2m (2024: USD 6.2m) reflects a
deliberate reallocation of commercial focus and investment during the period.
In line with the Board's strategy to prioritise the United States - the
Group's largest addressable market within the global adtech sector - resources
were increasingly directed towards expanding Mobio Global US. This resulted in
revenue growth in the US business to USD 1.1m (2024: USD 0.6m), alongside a
corresponding increase in its cost base as the Group invested in sales
capability, partnerships and market footprint to support scalable growth.
Operating expenses were USD 4.6m for the 6 months' period ended 30 November
2025 (2024: USD 5.9m).
1 June - 30 November 2025 1 June - 30 November 2024
Mobio Singapore USD 3.3m USD 3.7m
Mobio Global US USD 1.1m USD 0.7m
Mobio Global UK USD 0.2m USD 1.5m
Conversely, turnover in the UK declined to USD 0.9m (2024: USD 2.0m),
reflecting a reduced emphasis on lower-margin activity and a more selective
client strategy in that market. The prior period included a number of
campaigns and customer relationships that were not renewed as the Group
shifted capital and management attention towards higher-growth opportunities
in the US. The associated reduction in UK operating expenses to USD 0.2m
(2024: USD 1.5m) demonstrates active cost management and the repositioning of
the Group's operating model in support of its strategic priorities.
Outlook
The board is cautiously optimistic that the Group will be able to continue its
revenue growth trajectory and contain its operating expenses despite continued
inflation, which may increase the cost of the services that the Group
provides. The Board is also continuing to evaluate any acquisition and
commercial partnership opportunities in the wider mobile marketing and
advertising sector, including digital and mobile marketing opportunities in
the Web3 and blockchain sector and further announcements will be made as and
when the Group enter into any binding commitments or agreements.
Going Concern
The day to day working capital requirements and investment objectives are met
by existing cash resources, available credit facilities and the issue of
equity. At 30 November 2025, the Group had cash balances of USD 65k and
available credit lines. The Group's forecasts and projections, taking into
account reasonably possible changes in the level of overheads, indicate that
the company should be able to operate within its available cash resources. At
the time of approving these interim financial statements the Directors have a
reasonable expectation that the Group has adequate resources to continue
operations for the foreseeable future. Group continue to adopt the going
concern basis of accounting in preparing the financial statements.
Interim Financial Information
The interim financial report has not been audited or reviewed by auditors
pursuant to the Financial Reporting Council guidance on Review of Interim
Financial Information.
Post-Period Events
There are no significant events occurred after reporting date.
Principal Risks and Uncertainties
Risk consideration is the essence of all business and investment activities
and in relation to risk, the Company's primary objective is to minimise the
likelihood of a material adverse outcome arising from causes that are
reasonably foreseeable, which includes both 'upside' (opportunities) and
'downside' (threats) risks.
The principal risks and uncertainties for the remaining 6 months of the
current financial period remain unchanged from those described in the
Company's annual report for the year ended 31 May 2025.
ALL FIGURES ARE IN US DOLLARS
Unaudited condensed consolidated statement of profit or loss and other
comprehensive income
for the 6-month period ended 30 November 2025
Notes 30 November 2025 30 November 2024
Operating income and expenses
Sales revenue 1 5,170,751 6,207,479
Total income 5,170,751 6,207,479
Operating expenses 2 (4,552,693) (5,850,502)
Administrative expenses 4 (292,119) (311,287)
Audit and accountancy fees (139,292) (76,795)
London Stock Exchange fee (34,616) (36,410)
Professional services (33,500) (83,443)
Contractors' fees - (35,824)
Legal and consulting fees (21,304) (56,578)
Depreciation of tangible/intangible assets 11, 12 (3,016) (9,530)
Right-of-use assets expense 13 - (1,723)
Total operating costs (5,076,540) (6,462,092)
OPERATING PROFIT (LOSS) 94,211 (254,613)
Non-operational income and expenses
Non-operating income 5 432,171 5,155
Non-operating expenses 5 (267) (3,511)
NET NON-OPERATING RESULT 431,904 1,644
Financial income and expenses
Interest income/(expenses) 6 (396,390) (341,293)
Financial income/(expenses), net 7 (53,226) (21,808)
NET FINANCIAL RESULT (449,616) (363,101)
PROFIT (LOSS) BEFORE TAX 76,499 (616,070)
Profit tax - -
Deferred taxes 8 (72,578) 6,059
PROFIT/(LOSS) FOR THE PERIOD 3,921 (610,011)
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to profit or loss
Foreign currency translation reserve (218,027) 82,936
OTHER COMPREHENSIVE INCOME (218,027) 82,936
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD (214,106) (527,075)
Basic and diluted loss per share 0,0002 (0,03)
Unaudited condensed consolidated statement of financial position as at 30
November 2025
Notes 30 November 2025 31 May 2025
ASSETS
Non-current assets
Investments 10 12,240,259 12,438,095
Deferred tax assets 8 447,287 521,755
Intangible assets 12 - 3,025
Total non-current assets 12,687,546 12,962,875
Current assets
Trade and other receivables 14 1,832,441 1,995,184
Cash at bank 15 64,809 53,235
Total current assets 1,897,250 2,048,419
TOTAL ASSETS 14,584,796 15,011,294
EQUITY AND LIABILITIES
EQUITY
Share Capital 22 195,879 195,879
Share premium 22 13,424,465 13,145,715
Share based payments 24 2,002,170 2,002,170
Share based payment reserve 24 - 613,250
Revaluation reserve 1,526,952 1,526,952
Retained earnings (8,845,253) (8,849,174)
Foreign currency translation reserve 329,139 547,166
TOTAL EQUITY 8,633,352 9,181,958
LIABILITIES
Non-current liabilities
Loans (long term) 17 3,421,376 3,217,313
Total non-current liabilities 3,421,376 3,217,313
Current liabilities
Trade and other payables 16 2,316,164 2,284,174
Other short-term liabilities 18 181,137 297,210
Loans (short term) 17 32,767 30,639
Total current liabilities 2,530,068 2,612,023
TOTAL LIABILITIES 5,951,444 5,829,336
TOTAL EQUITY AND LIABILITIES 14,584,796 15,011,294
Unaudited condensed consolidated statement of
changes in equity for the period ended 30 November 2025
Notes Share Capital Share premium Share based payments Share based payment reserve Revaluation reserve Retained earnings Foreign currency translation reserve Total equity
Balance at 1 June 2025 195,879 13,145,715 2,002,170 613,250 1,526,952 (8,849,174) 547,166 9,181,958
Transactions with owners - - - - - - - -
Results from activities - - - - - 3,921 - 3,921
Other comprehensive income 24 - 278,750 - (613,250) - - (218,027) (552,527)
Balance at 30 November 2025 195,879 13,424,465 2,002,170 - 1,526,952 (8,845,253) 329,139 8,633,352
Notes Share Capital Share premium Share based payments Share based payment reserve Revaluation reserve Retained earnings Foreign currency translation reserve Total equity
Balance at 1 January 2024 194,426 13,424,392 1,926,720 - 854,196 (7,128,181) (220,443) 9,051,110
Transactions with owners 24 1,453 73 75,450 - - - - 76,976
Results from activities - - - - - (1,720,993) - (1,720,993)
Other comprehensive income 24 - (278,750) - 613,250 672,756 - 767,609 1,774,865
Balance at 31 May 2025 195,879 13,145,715 2,002,170 613,250 1,526,952 (8,849,174) 547,166 9,181,958
Unaudited condensed consolidated statement of cash flows for the period ended
30 November 2025
Notes 30 November 2025 31 May 2025
OPERATING ACTIVITIES
Loss before taxation 76,499 (1,800,592)
Adjustments for
Interest not paid (received) 17 236,872 701,262
Director's remuneration reserve (402,621) 384,146
Depreciation of tangible/intangible fixed assets 11, 12 3,016 19,981
Depreciation of right-of-use assets 13 - 10,226
Other expenses - (8,115)
Trade and other receivables 14 162,743 (698,667)
Trade and other payables 16 31,990 1,665,816
Other liabilities 18 (116,073) 130,647
Accrued expenses - (20,448)
Cash used in operations (7,574) 384,256
Taxes reclaimed (paid) - -
Total cash flow used in operating activities (7,574) 384,256
INVESTMENT ACTIVITIES
Purchase/disposal of other intangible assets 12 - (16,921)
Total cash flow used in investment activities - (16,921)
FINANCING ACTIVITIES
Changes the value of Investments 24 - 75,450
Loans given/received 17 - (20,401)
Financial obligations (right-of-use) - (6,268)
Interest paid (right-of-use) - (718)
Total cash flow from financing activities - 48,063
NET CASH FLOW (7,574) 415,398
Exchange differences and translation differences on funds 19,148 (506,345)
CASH MOVEMENTS FOR THE PERIOD 11,574 (90,947)
Balance as of beginning of the period 53,235 144,182
Movement for the period 11,574 (90,947)
Balance as of the end 64,809 53,235
Notes to the unaudited condensed consolidated financial statements, comprising
significant accounting policies and other explanatory information for the
6-month period ended 30 November 2025
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:
· Mobio (Singapore) Pte Ltd
Singapore 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 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.
Vox Valor Capital Ltd operates as a vehicle to consolidate businesses in the
digital marketing, advertising and content sector. To reporting date, the
Group has acquired a 100% interest in Mobio Global Limited (Mobio), a UK
digital marketing company and has also acquired an equity interest in another
UK based app monetisation and marketing group.
The Group's strategy for the next period will be to operate Mobio and seek to
acquire other complementary businesses in the digital marketing, advertising
and content sector. Unless required by applicable law or other regulatory
process, no Shareholder approval will be sought by the Company in relation to
any future acquisition.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of the Group are: Pieter van der Pijl, Stefans Keiss, and
Sergey Konovalov.
Management (Directors)
· John G Booth (Chairman and Non-Executive Director)
· Rumit Shah (Non-Executive Director)
· Konstantin Khomyakov (Finance Director) until 23 December 2025
Going concern
At the time of approving the financial statements, the Management has a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Thus, the Management
continues to adopt the going concern basis of accounting in preparing the
financial statements.
ACCOUNTING POLICIES
The Consolidated Interim Financial Statements have been prepared in accordance
with UK-adopted International Accounting Standards ("IFRS") and
interpretations issued by the International Accounting Standards Board
("IASB") and interpretations issued by the International Financial Reporting
Standards Interpretations Committee ("IFRIC").
The presentational currency of the Group is US dollars (USD).
The notes are an integral part of the financial statements.
Reporting period
Financial statements represent the financial reporting period of the Group
from 1 June 2025 till 30 November 2025 with comparative information relating
to a 6-month period ended 30 November 2024.
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
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.
The Consolidated Financial Statements incorporate the financial information of
Vox Valor 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.
On 30 September 2022 the Company acquired:
· Vox Capital Ltd (United Kingdom).
· Vox Valor Capital Singapore Pte Limited (Singapore)
· Initium HK Limited (Hong Kong)
· Mobio Global Ltd (United Kingdom).
· Mobio Global Inc. (US)
· Mobio (Singapore) Pte Ltd (Singapore)
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 line
"Foreign currency translation reserve" in the statement of financial position.
GBP/USD 30.11.2025 31.12.2025 30.11.2024
Closing rate 1,3461 1,3461 1,3232
Average rate 1,2805 1,2805 1,3421
Revenue
The Group's revenue comprises primary income from the provision of mobile
marketing services. 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 at initial
recognition as financial assets, financial liabilities, or equity instruments
in accordance with the contractual terms of the instruments. Financial
instruments are recognised on trade date at which the Group becomes a party to
the contractual provisions of the instrument. Financial instruments are
initially recognised 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 initially recognised at transaction price less
attributable transaction costs. Trade and other payables are initially
recognised at transaction price plus attributable transaction costs.
Subsequent to initial recognition they are measured at amortised cost using
the effective interest method, less expected credit losses in the case of
trade receivables. If the arrangement constitutes a financing transaction, for
example where payment is deferred beyond normal business terms, it is measured
at the present value of future payments discounted at a market rate of
interest for a similar debt instrument.
Other financial commitments
Financial commitments that are not held for trading purpose are carried at
amortised cost using the effective interest rate method.
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 recognised 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 object as a fixed asset is
3,000 USD. The annual depreciation rates applied are:
· Technical and office equipment, computers - 3 years.
The residual value of an asset is the estimated amount that an entity would
currently obtain from disposal of the assets, after deducting the estimated
costs of disposal, if the asset were already of the age and in the condition
expected at the end of its useful life. The residual value and the useful life
of an asset review at least at each financial year-end. If expectations differ
from previous estimates, the changes accounts for as a change in accounting
estimate in accordance with IAS 8.
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
At initial recognition trade receivables are measured at their transaction
price (as defined in IFRS 15) if the trade receivables do not contain a
significant financing component in accordance with IFRS 15. Any provision for
doubtful accounts deemed necessary is deducted. These provisions are
determined by individual assessment of the receivables. All receivables are
due within one year.
Cash
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the
indirect method.
Provisions
These are recognised when the Group has a present legal or constructive
obligation as a result of past events, when it is probable that an outflow of
resources will be required to settle the obligation, and the amount can be
reliably estimated.
Provisions are measured at the present value of the expenditure expected to be
required to settle the obligation, using a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the
obligation. The increase in the provision due to the passage of time is
recognised as a finance cost.
Deferred taxes
A deferred tax liability / asset is recognized for any differences in
commercial and fiscal valuation of the Group's assets and liabilities.
Taxation
Current tax is the tax currently payable based on the taxable profit for the
year.
The Group recognises current tax assets and liabilities of entities in
different jurisdictions separately as there is no legal right of offset.
Deferred tax is provided in full on temporary differences between the carrying
amounts of assets and liabilities and their tax bases, except when, at the
initial recognition of the asset or liability, there is no effect on
accounting or taxable profit or loss under a business combination. Deferred
tax is determined using tax rates and laws that have been substantially
enacted by the statement of financial position date, and that are expected to
apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits to the
Group, are recognised as deferred tax assets, to the extent that it is
probable that there will be future taxable profits against which the temporary
differences can be utilised. Changes in deferred tax assets or liabilities are
recognised as a component of the tax expense in the statement of comprehensive
income, except where they relate to items that are charged or credited
directly to equity, in which case the related deferred tax is also charged or
credited directly to equity.
Financial income and expenses
Financing income includes forex exchange and financial expenses include bank
fee.
Presentation and disclosures
Presentation and classification of items in financial statements are retained
from one reporting period to the next.
Reclassification of items in financial statements is made:
- in case of changes in the nature of the Company main operations,
- when revising the structure of reporting in accordance with IFRS
requirements,
- prior year comparative may be reclassified to better and
consistent presentation with the current year.
In case of reclassification of comparative information, the entity ensures its
comparability with the data of previous periods and discloses the relevant
information in the notes to the financial statement
ACCOUNTS BREAKDOWN AND NOTES
1. Revenue
Revenue arises from:
Country 30 November 2025 30 November 2024
Singapore 3,194,539 3,582,628
USA 1,073,338 622,410
UK 902,874 2,002,441
Total 5,170,751 6,207,479
Revenue is segmented by the country where it was received.
2. Operating expenses
Country 30 November 2025 30 November 2024
Singapore 3,297,042 3,666,241
USA 1,064,696 653,362
UK 190,955 1,530,899
Total 4,552,693 5,850,502
Expenses 30 November 2025 30 November 2024
Platforms and publishers' fees 4,492,050 5,796,782
Contractor fees 60,643 53,720
Total 4,552,693 5,850,502
Operating expenses include the cost of the services of third parties for the
placement of advertising and information materials of the Group's clients and
the salaries expenses and social contributions of employees.
3. Operating segments
The operating segments identifies based on internal reporting for
decision-making. The Group is operated as one business with key decisions
irrespective of the geography where work for clients is carried out. The
Management (chief operating decision maker) considers that the Group has one
operating segment. Therefore, no additional disclosure has been represented.
Geographical disclosures are presented in the notes 1, 2.
4. Administrative expenses
Expenses 30 November 2025 30 November 2024
Wages & Salaries (top management) 212,894 208,273
Social taxes (top management) 14,820 18,153
Wages & Salaries - 9,999
Social taxes - 1,797
Business travel expenses 18,369 14,585
IT services and license fees 14,497 16,657
Voluntary medical insurance of employees 13,808 12,729
Automobile Expense 9,665 10,877
Staff Training - 7,485
Advertising & Marketing 87 3,439
Other administrative expenses 7,979 7,293
Total 292,119 311,287
Staff details (administrative and operating)
Number of staff 30 November 2025 30 November 2024
UK 1 1
including Director 1 1
Singapore - -
USA 1 2
including Director 1 1
Total 2 3
Staff cost (operating and administrative) 30 November 2025 30 November 2024
Wages & Salaries (top management) 212,894 208,273
Social taxes (top management) 14,820 18,153
Wages & Salaries - 9,999
Social taxes - 1,797
Total 227,714 238,222
5. Non-operating income and expenses
Non-operating income 30 November 2025 30 November 2024
Warrants reserve cancelling (Note 24) 402,621 -
Accounts payable writing-off 27,550 -
Right-of-use writing-off - 5,155
Other non-direct income 2,000 -
Total 432,171 5,155
Non-operating expenses 30 November 2025 30 November 2024
Accounts receivable written-off 267 3,511
Other non-operating expenses - -
Total 267 3,511
6. Interest income and expenses
Interest expenses 30 November 2025 30 November 2024
TDFD loan interest 383,499 328,343
AdTech loan 11,387 11,335
Mobile Marketing LLC 1,504 1,506
Rent interest - 109
Total 396,390 341,293
7. Financial income/(expenses)
Financial income/(expenses) 30 November 2025 30 November 2024
FX differences 51,550 19,308
Bank fee 1,676 2,500
Total 53,226 21,808
8. Taxation
Profit tax 30 November 2025 30 November 2024
UK corporation tax (19%*) - -
USA (21%) - -
Singapore corporation tax (17%) - -
Total current tax (1) - -
Deferred tax
Deferred tax UK 124,109 61,651
Deferred tax USA (36,043) (53,783)
Deferred tax Singapore (15,488) (13,927)
Total deferred tax (2) 72,578 (6,059)
Taxation on profit on ordinary activities (1 + 2) 72,578 (6,059)
Deferred tax in Statement of financial position - opening balance 521,755 499,109
Deferred tax in Statement of Profit and Loss during reporting period (72,578) 6,059
Translation difference (1,890) 863
Deferred tax in Statement of financial position for the period 447,287 506,031
Mobio Global Mobio USA Mobio Singapore Total
Reconciliation of tax expense
1 June - 30 November 2025
Profit on ordinary activities before taxation 653 203 (171,635) (91 107) 390,461
Tax rate 19% 21% 17% ,
Profit on ordinary activities multiplies by standard rate 124,110 (36,043) (15,488) (103,554)
Effects of:
(a) Actual taxes in reporting package 122,363 (36,043) (15,488) 70,832
(b) Profit tax to be paid - - - -
(c) Translation difference 1,746 - - 1,746
Total 124,109 (36,043) (15,488) 72,578
Reconciliation of tax expense Mobio Global Mobio USA Mobio Singapore Total
1 June - 30 November 2024
Profit on ordinary activities before taxation 324 482 (256 108) 81 923 150 297
Tax rate 19% 21% 17%
Profit on ordinary activities multiplies by standard rate (61 651) 53 783 (13 927) (21 795)
Effects of:
(a) Actual taxes in reporting package 60,757 (53,783) (13,927) (6,953)
(b) Profit tax to be paid - - - -
(c) Translation difference 894 - - 894
Total 61,651 (53,783) (13,927) (6,059)
No deferred income tax asset has been recognized in respect of the losses
carried forward in Vox Capital Ltd and Vox Valor Capital Ltd, due to the
uncertainty as to whether the Companies will generate sufficient future
profits in the foreseeable future to prudently justify this.
* The UK corporation tax for companies with profits over £250,000 is 25%.
Since Mobio Global UK is not yet profitable, the 17% rate continues to apply
for prudence in DT calculation.
8.1. Deferred taxes movement
1 June 2025 - 30 November 2025 As of period beginning Movements As of period
end
Item Deferred BS Charge to profit or loss Translation difference Deferred BS
Property and equipment 388 - (7) 381
Intangible assets (575) 573 2 -
Trade receivables (payables) (41,568) 13,368 4 (28,196)
Losses of previous years 563,510 (86,519) (1,889) 475,102
Total 521,755 (72,578) (1,890) 447,287
1 January 2024 - 31 May 2025 As of period beginning Movements As of period
end
Item Deferred BS Charge to profit or loss Translation difference Deferred BS
Right-of-use assets 836 (841) 5 -
Property and equipment 339 28 21 388
Intangible assets (1,731) 1,195 (39) (575)
Trade receivables (payables) (31,638) (10,319) 389 (41,568)
Losses of previous years 480,349 71,474 11,687 563,510
Total 448,155 61,537 12,063 521,755
1 June 2024 - 30 November 2024 As of period beginning Movements As of period
end
Item Deferred BS Charge to profit or loss Translation difference Deferred BS
Right-of-use assets 671 (681) 10 -
Property and equipment 169 172 (2) 339
Intangible assets (1,401) (375) 6 (1,770)
Trade receivables (payables) (146,702) 66,660 (136) (80,178)
Losses of previous years 646,372 (59,717) 985 587,640
Total 499,109 6,059 863 506,031
9. 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.
30 November 2025 31 May 2025
Loss for the period after tax for the purposes of basic and diluted earnings 3,921 (1,720,993)
per share
Number of ordinary shares 2,388,395,171 2,388,395,171
Weighted average number of ordinary shares in issue for the purposes of basic 2,388,395,171 2,375,590,529
earnings per share
Loss per share (cent) 0.0002 (0.07)
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.
10. Investments
Group structure
Subsidiary undertakings Country of incorporation
30 November 2025 31 May 2025
Vox Capital Ltd United Kingdom 100% 100%
Vox Valor Capital Pte Ltd Singapore 100% 100%
Initium HK Ltd Hong Kong 100% 100%
Mobio Global Ltd United Kingdom 100% 100%
Mobio (Singapore) Pte Ltd Singapore 100% 100%
Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding
investments in stock.
Mobio Global Limited was created as an acquisition vehicle. 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 30 November 2025 31 May 2025
Mobio Global Inc. USA 100% 100%
The registered office of Mobio Global Ltd is 71-75 Shelton Street London WC2H
9JQ.
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 30 November 2025 31 May 2025
Airnow Limited shares 12,240,259 12,438,095
Total 12,240,259 12,438,095
Airnow Limited is incorporated in the United Kingdom. Its registered office is
Salisbury House, London Wall, London, EC2M 5PS. The principal activity of
Airnow is the development of services to the mobile app community. The number
of shares held in Airnow is 5,736,847 and represents a 6.37% holding. The
shares in Airnow are directly held by Vox Valor Capital Singapore Pte Limited
and Initium HK Ltd. This is a Level 2 financial instrument. Market value is
derived based on the share price paid by unrelated investors in the most
recent investment round. There is no amount still to be paid in respect of
these shares. No amount is owed either to or from Airnow by the Group.
11. Tangible fixed assets
1 June 2025 - 1 January 2024 - 1 June 2024 -
30 November 2025 31 May 2025 30 November 2024
Cost Office equipment Office equipment Office equipment
As of period beginning 3,772 3,567 3,543
Translation difference (65) 205 25
As of period end 3,707 3,772 3,568
Depreciation
As of period beginning (3,772) (1,783) (2,510)
Depreciation accumulated - (1,794) (905)
Translation difference 65 (195) (4)
As of period end (3,707) (3,772) (3,419)
Net book value
As of period beginning - 1,784 1,033
As of period end - - 149
Tangible fixed assets are amortized over 3 years. Depreciation expenses are
included in profit and loss under the «Depreciation of tangible / intangible
assets».
12. Intangible assets
1 June 2025 - 1 January 2024 - 1 June 2024 -
30 November 2025 31 May 2025 30 November 2024
Cost Licenses Licenses Licenses
As of period beginning 17,823 17,472 16,991
Additions - 16,953 10,479
Disposals (16,954) (17,573) -
Translation difference (869) 971 (39)
As of period end - 17,823 27,431
Depreciation
As of period beginning (14,798) (8,358) (9,618)
Depreciation accumulated (2,877) (23,243) (8,625)
Disposals 16,954 17,573 -
Translation difference 722 (770) 127
As of period end - (14,798) (18,116)
Net book value
As of period beginning 3,025 9,114 7,373
As of period end - 3,025 9,315
Depreciation is recognized in the income statements using the straight-line
method over the estimated useful life:
· Licenses - validity period.
13. Right-of-use assets
1 June 2025 - 1 January 2024 - 1 June 2024 -
30 November 2025 31 May 2025 30 November 2024
Cost Leased server Leased server Leased server
As of period beginning - 81,487 81,523
Disposals - (81,959) (82,718)
Translation difference - 472 1,195
As of period end - - -
Depreciation
As of period beginning - (32,255) (40,761)
Additions - (10,245) (1,723)
Disposals - 42,687 43,080
Translation difference - (187) (596)
As of period end - - -
Net book value
As of period beginning - 49,232 40,762
As of period end - - -
In 2024 the Company significantly reduced the volume of leased server space,
recognition of the lease right was terminated on June 30, 2024. From July 1,
2024, server lease costs are recognized on a monthly basis based on invoices
received.
The interest expense recognised disclosed in Note 6.
14. Trade and other receivables
30 November 2025 31 May 2025
Trade receivables 1,658,555 1,820,070
Trade and other receivables - related parties 34,436 35,086
Prepayments 139,450 140,028
Total 1,832,441 1,995,184
All trade receivables were non-interest bearing and receivable on 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:
Trade receivables are recognized as short-term and are expected to be received
within 60 days.
As of 30 November 2025
< 60 days < 90 days < 180 days > 180 days Total
Trade receivables (external) 1,658,555 - - - 1,658,555
Trade receivables (internal) 34,436 - - - 34,436
Total 1,692,991 - - - 1,692,991
As of 31 May 2025
< 60 days < 90 days < 180 days > 180 days Total
Trade receivables (external) 1,820,070 - - - 1,820,070
Trade receivables (internal) 35,086 - - - 35,086
Total 1,855,156 - - - 1,855,156
15. Cash and cash equivalents
Cash 30 November 2025 31 May 2025
Cash at bank 64,809 53,235
Total 64,809 53,235
16. Trade and other payables
Trade payables 30 November 2025 31 May 2025
Trade payables 2,313,608 2,282,022
Other payables and accruals 2,556 2,152
Total 2,316,164 2,284,174
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.
17. Loans and borrowings
Long-term 30 November 2025 31 May 2025
Triple Dragon Funding Delta Ltd Principal 2,945,385 2,754,171
AdTech Solutions Limited Principal 302,641 302,641
AdTech Solutions Limited Interest 118,471 107,122
Mobile Marketing LLC Principal 40,000 40,000
Mobile Marketing LLC Interest 14,879 13,379
Total 3,421,376 3,217,313
Short-term 30 November 2025 31 May 2025
Triple Dragon Funding Delta Ltd Interest 32,767 30,639
Total 32,767 30,639
During the period ended 30 November 2025, the Group utilized a lending
facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is
secured by a floating charge over the property and undertakings of Vox Capital
Ltd and Mobio Global Ltd. The facility bears interest 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. The loan bears interest at the rate of 7.5% per annum.
18. Other short-term liabilities
Other liabilities 30 November 2025 31 May 2025
VAT payable (tax agent) 160,566 163,355
Other liabilities 20,571 133,855
Total 181,137 297,210
19. Financial instruments
The Group's financial instruments may be analysed as follows:
Financial assets 30 November 2025 31 May 2025
Financial assets measured at amortised cost:
Cash at bank 64,809 53,235
Trade receivables (external) 1,658,555 1,820,070
Trade receivables (internal) 34,436 35,086
Other receivables 139,450 140,028
Total 1,897,250 2,048,419
Financial liabilities 30 November 2025 31 May 2025
Financial liabilities measured at amortised cost:
Trade payables (external) 2,313,608 2,282,022
Total 2,313,608 2,282,022
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
(as of 31.05.2025: nil).
20. Financial risk management
The Group is exposed to a variety of financial risks through its use of
financial instruments which result from its operating activities. All the
Group's financial instruments are classified trade and other receivables. The
Group does not actively engage in the trading of financial assets for
speculative purposes. The most significant financial risks to which the Group
is exposed are described below:
Credit risk
Generally, the Group's maximum exposure to credit risk is limited to the
carrying amount of the financial assets recognised at the reporting date, as
summarised below:
30 November 2025 31 May 2025
Trade receivables 1,658,555 1,820,070
Trade and other receivables - related parties 34,436 35,086
Prepayments 139,450 140,028
Total 1,832,441 1,995,184
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.
Contractual maturities of financial liabilities as of 30 November 2025:
Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount
Trade and other payables 2,316,164 - - - 2,316,164
Other liabilities 181,137 - - - 181,137
Total 2,497,301 - - - 2,497,301
Contractual maturities of financial liabilities as of 31 May 2025:
Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount
Trade and other payables 2,284,174 - - - 2,284,174
Other liabilities 297,210 - - - 297,210
Total 2,581,384 - - - 2,581,384
The amounts disclosed in the tables below are the contractual undiscounted
cash flows. Balances due within 17 months equal their carrying balances,
because the impact of discounting is not significant.
Contractual maturities of financial liabilities as of November 30, 2025: the
debt is short-term and expected to be settled within 6 months.
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. The Group monitors exchange rate
movements closely and ensures adequate funds are maintained in appropriate
currencies to meet known liabilities.
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.
Investment risk
The Group has a minority interest in a private company that gives it very
little influence in how that business is conducted.
The Group owns 6.37% of the issued ordinary share capital of Airnow Limited.
The remaining ownership interests in Airnow Limited is owned by third parties.
Accordingly, the Company's decision-making authority in respect of Airnow
Limited is limited. Airnow Limited is unlisted and so there is a limited pool
of potential buyers of these shares which makes them relatively difficult to
realise. Given the Group's minority interest in Airnow Limited it is unlikely
to have much influence on the timing or form of an exit. The Group may also be
compelled to contribute more capital to maintain its ownership interest in
Airnow and not see its interest in Airnow being diluted.
Country risks
On 4 February 2022 Russia declared a war operation in Ukraine and launched
full-scale military invasion. Multilateral sanctions and restrictions were
imposed on working 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 August 2, 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.
21. 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).
· Sergey Konovalov - international group member (the ultimate
beneficiary).
· Vox Valor Holding Ltd - ultimate parent
· Mobio (Singapore) Pte. Ltd - subsidiary of Vox Valor Capital Ltd
· Vox Capital Ltd - subsidiary of Vox Valor Capital Ltd
· Vox Valor Capital Pte. Ltd - international group member
(subsidiary of Vox Capital Ltd)
· Initium HK Ltd - international group member (subsidiary of Vox
Capital Ltd)
· Mobio Global Ltd - international group member (subsidiary of Vox
Capital Ltd)
· Mobio Global Inc - international group member (subsidiary of
Mobio Global Ltd)
The affiliated parties of the Group are:
· Mobile Marketing 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
21.1. Transactions with related parties
· Trade and other receivables:
Debtor Affiliated party Description 30 November 2025 31 May
2025
Vox Capital Ltd Vox Valor Holding Ltd. Intercompany account 34,436 35,086
Total: 34,436 35,086
21.2. Transactions with affiliated parties
· Trade and other receivables:
Debtor Affiliated party Description 30 November 2025 31 May
2025
Mobio (Singapore) Pte Ltd Adtech Solutions Ltd Service agreement 1,181,862 1,365,383
Mobio Global Ltd Mobile Marketing LLC Service agreement 213,696 213,696
Mobio Global Ltd Adtech Solutions Ltd Service agreement 168,810 94,590
Total: 1,564,368 1,673,669
· Trade and other payables:
Creditor Affiliated party Description 30 November 2025 31 May
2025
Mobio (Singapore) Pte Ltd Mobile Marketing LLC Other payables 15,734 15,734
Mobio Global Ltd Mobile Marketing LLC Other payables 13,850 41,207
Total: 15,734 56,941
· Loans:
Creditor Affiliated party Description 30 November 2025 31 May
2025
Vox Capital Ltd Triple Dragon Funding Delta Ltd Principal 2,945,385 2,754,171
Vox Capital Ltd Triple Dragon Funding Delta Ltd Interest 32,767 30,639
Mobio Global Ltd Adtech Solutions Ltd Principal 302,641 302,641
Mobio Global Ltd Adtech Solutions Ltd Interest 118,471 107,122
Vox Capital Ltd Mobile Marketing LLC Principal 40,000 40,000
Vox Capital Ltd Mobile Marketing LLC Interest 14,879 13,379
Total: 3,454,143 3,247,952
· Sales revenue:
Contractor Affiliated party 1 June - 30 November 2025 1 June - 30 November 2024
Mobio (Singapore) Pte Ltd Adtech Solutions Ltd 3 183 940 1 953 356
Mobio Global Ltd Adtech Solutions Ltd 846 345 2 008 813
4 030 285 3 962 169
· Interest expenses:
Contractor Affiliated party 1 June - 30 November 2025 1 June - 30 November 2024
Vox Capital Ltd Triple Dragon Funding Delta Ltd 383,499 328,343
Mobio Global Ltd Adtech Solutions limited 11,387 11,335
Vox Capital Ltd Mobile Marketing LLC 1,504 1,506
396,390 341,184
Remuneration paid to key management personnel:
Holding company Subsidiary companies Total
Directors Remuneration: 1 June - 30 November 2025 - 212,894 212,894
Directors Remuneration: 1 June - 30 November 2024 - 208,273 208,273
22. Share capital and shares issued
31 May Movement 30 November 2025
2025
Share capital 195,879 - 195,879
Share premium 13,424,465 - 13,424,465
Total 13,620,344 - 13,620,344
Share capital:
Date Share capital Exchange rate Share capital
GBP USD
07.05.2020 50,000 1,23467 61,733
08.10.2020 50,000 1,29461 64,731
14.10.2020 27,057 1,30223 35,235
31.12.2020 18,612 1,36631 25,429
31.03.2021 2,320 1,37832 3,198
15.07.2022 6,154 1,18580 7,298
03.08.2022 (1,436) 1,21471 (1,745)
Total 152,707 195,879
Share premium
Date Share premium Exchange rate Share premium
GBP USD
08.10.2020 6,343,000 1,29461 8,211,725
14.10.2020 1,712,705 1,30223 2,230,329
31.10.2020 54 1,36631 73
31.12.2020 1,656,388 1,36631 2,263,143
15.07.2022 857,975 1,18580 1,017,387
22.07.2022 (248,287) 1,20100 (298,192)
31.05.2025* (250,000) 1,11500 (278,750)
30.09.2025* 250,000 1,11500 278,750
Total 10,071,835 13,424,465
*Note 24
All shares fully paid.
Share based payment
Share based payment reserve
30 September 2022 The company has granted warrants over ordinary shares:
Fee warrants 20,8333,333
NED warrantable 25,000,000
NED Warrants - that these represent equity-settled share-based payments to
directors. They should be measured at fair value at the grant date and
expensed over the three-year vesting period, with a corresponding credit to
the Share based payment reserve.
Dr Share based payment expense/Directors' fees (P&L)
Cr Share based payment Reserve (equity)
Fee Warrants - these were issued to Stonedale in return for advisory services
on the reverse takeover. While IFRS 2 applies, IAS 32 requires that costs
directly attributable to equity issuance are recognised in equity rather than
P&L. In practice this is usually recorded against share premium, but where
no share premium exists, another equity component (e.g. retained earnings)
would absorb the debit.
Dr Share premium
Cr Share based payment reserve
Vesting date was 30 September 2025 and warrants were not requested. On 30
September 2025 warrants were cancelled.
24. Subsequent events
Between the reporting date and the date of signing the financial statements
for the interim reporting period, there were no other facts of economic
activity that could have an impact on the financial condition, cash flow or
performance of the organization and that should be recognized.
26. Approval of unaudited consolidated financial statements
Responsibility Statement
The Company's Directors, whose names and functions are set out below in this
statement, are responsible for preparing these unaudited interim consolidated
financial statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR')
and with Accounting Standard IAS 34 "Interim Financial Reporting".
The Directors, and each Director individually confirms that, to the best of
their knowledge, the unaudited consolidated financial statements give a true
and fair view of the assets, liabilities, financial position and profit or
loss of the Group and that the interim management report includes a fair
review of the information required by DTR4.2.7R 7R (indication of important
events during the first six months and describing the principal risks and
uncertainties for the remaining six months of the year) and by DTR4.2.8R
(disclosure of significant transactions with related parties).
Directors:
John G Booth (Non-Executive Chairman)
Konstantin Khomyakov (Finance Director) until 23 December 2025
Rumit Shah (Non-Executive Director)
This unaudited consolidated financial information was approved by the Board on
25 February 2026
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