REG - Vox Valor Capital - Interim Results
30/09/2024 07:00
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RNS Number : 1085G Vox Valor Capital Limited 30 September 2024
30 September 2024
Vox Valor Capital Limited
("Vox Valor" or the "Company")
Interim Results for the six months ended 30 June 2024
Vox Valor (LSE: VOX), is pleased to announce its unaudited interim financial
statements for the six months ended 30 June 2024.
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).
For additional information please contact:
Konstantin Khomyakov
Tel: +1 (345) 949-4544
Email: ir@voxvalor.com
Novum Securities Limited
David Coffman / George Duxberry
Tel: +44 (0)207 399 9400
About Vox Valor Capital Limited
Vox Valor Capital Limited is the holding company for Vox Capital Limited and
its subsidiary companies (together the "Vox Group"). The Vox Group has a focus
on making acquisitions of majority stakes in the marketing technology, digital
content, mobile games/apps and digital marketing sector. Digital marketing
technology and services and digital content/mobile games are large and
fast-growing industries. The Vox Group's management team has a successful
track record of operating, financing, and exiting businesses in this sector
and has a network in this sector which generates a steady flow of leads and
introductions to potential acquisition candidates. The Vox Group will target
the acquisition of privately held businesses that can benefit from the access
to liquidity and international scaling expertise that the Vox Group and its
management team can provide.
Interim Management Report
Vox Valor Capital Limited ("Vox Valor" or the "Company") is pleased to
announce that its interim financial statements for the period ended 30 June
2024 have been published and are available on its website at
www.voxvalor.com/investors (http://www.voxvalor.com/investors) .
We are very pleased to report a strong increase in revenues and the Group
achieving a modest operating profit. For the remainder of the current
financial year, we are looking forward to growing Vox Valor both organically
and through potential acquisitions.
About the Company
The principal activity of the Vox Valor Group is mobile app marketing. The
Group focuses on mobile game or app (content) businesses' performance and has
been providing services for the promotion of mobile apps and games for several
years.
Summary of Trading Results
The main management focus in the reporting period was on improving the
financial performance of the Group.
For the financial period ended 30 June 2024, Vox Valor reported revenues of
USD 5.63 million (2023: USD 1.8 million).
Revenue achieved by Mobio Singapore was USD 3.3 million (2023: 31k), with
revenue achieved by Mobio Global UK of USD 2.14 million (2023: USD 1.77
million)
Operating expenses were USD 5.5 million for the 6 months period ended 30 June
2024 (2023: USD 1.79).
Gross margin for the first half of 2024 was USD 759k (13%) compared to 639k
(36%) in 2023.
Vox Valor reports an operating profit of USD 126k (2023: USD 13k).
Total comprehensive result for the six months ended 30 June 2024 was a loss of
USD 327k (2023: profit of USD 179k). This has been in large part due to
increased interest costs.
Corporate Update
Mobio is making steady progress in gaining new clients for Mobio Global
Limited (UK), Mobio Singapore Pte Ltd (Singapore) and Mobio Inc (US) and these
efforts will continue through the remainder of the current financial year.
The Company is continuing its search for suitable complimentary mobile game or
app (content) businesses as well as complimentary advertising tech and
marketing tech businesses, in order to execute on its stated strategy of
creating a synergistic mobile content and ad tech / marketing powerhouse.
Further announcements on potential M&A transactions will be made as and
when term sheets or legal binding agreements have been entered into.
Outlook
Looking forward to the current global situation, the continuing elevated
interest rates and inflation rates tend to have an adverse impact on the price
of services provided.
The Board remains cautiously optimistic and continues to evaluate
opportunities for generating value for shareholders.
Going Concern
The day to day working capital requirements and investment objectives are met
by existing cash resources. At 30 June 2024 the Group had cash balances of USD
70k (144K USD as of 31 December 2023). The Group's forecasts and projections,
taking into account reasonably possible changes in the level of overhead
costs, show that the company should be able to operate within its available
cash resources. The Directors have, at the time of approving the interim
financial statements, a reasonable expectation that the Group has adequate
resources to continue in existence for the foreseeable future. They therefore
continue to adopt the going concern basis of accounting in preparing the
financial statements.
Interim Financial Information
The half-yearly financial report has not been audited or reviewed by auditors
pursuant to the Financial Reporting Council guidance on Review of Interim
Financial Information.
Listing Category
On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules
("UKLR") under which the existing Standard Listing category was replaced by
the Equity Shares (transition) category under Chapter 22 of the UKLR.
Consequently, with effect from that date the Company is admitted to Equity
Shares (transition) category of the Official List under Chapter 22 of the UKLR
and to trading on the London Stock Exchange's Main Market for listed
securities.
Post-Period Events
There are no significant events occurred after reporting date.
Principal Risks and Uncertainties
Taking considered risk is the essence of all business and investment activity,
in relation to risk the Company's main objective is to minimise the chance of
a material adverse outcome arising from causes which could reasonably have
been foreseen, this includes both 'upside' (opportunity) and 'downside'
(threat) risks.
The principal risks and uncertainties for the remaining six months of the year
remain unchanged from those detailed in the Company's annual report for the
year ended 31 December 2023.
Unaudited condensed consolidated statement of profit or loss and other
comprehensive income
for the six month period ended 30 June 2024
Notes 30 June 2024 30 June 2023
Operating income and expenses
Sales revenue 1 5,629,616 1,802,566
Total income 5,629,616 1,802,566
Operating expenses 2 (4,870,467) (1,164,003)
Administrative expenses 4 (360,389) (418,805)
Professional services (75,517) (27,616)
Audit and accountancy fees (50,602) (5,953)
Contractors' fees (44,101) (123,898)
Legal and consulting fees (68,583) (20,003)
London Stock Exchange fee (13,473) (10,667)
Depreciation of tangible/intangible assets (10,410) (8,714)
Right-of-use assets expense (10,122) (9,871)
Total operating costs (5,503,664) (1,789,530)
OPERATING PROFIT / (LOSS) 125,952 13,036
Non-operational income and expenses
Non-operating income 6 - 6,215
Non-operating expenses 6 (1,018) (6,460)
NET NON-OPERATING RESULT (1,018) (245)
Financial income and expenses
Interest income / (expenses) 7 (322,360) (251,292)
Financial income / (expenses) 5 (16,146) 113,684
NET FINANCIAL RESULT (338,506) (137,608)
PROFIT / (LOSS) BEFORE TAX (213,572) (124,817)
Profit tax - (19,998)
Deferred taxes 8 (59,653) (20,532)
PROFIT / (LOSS) FOR THE PERIOD (273,225) (165,347)
OTHER COMPREHENSIVE INCOME
Transactions with owners (business restructuring) 9 - 3,881
Translation difference (53,806) 340,110
OTHER COMPREHENSIVE INCOME (53,806) 343,991
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD (327,031) 178,644
Basic and diluted loss per share 10 (0,01) (0,01)
Unaudited condensed consolidated statement of financial position as at 30 June
2024
Notes 30 June 2024 31 December 2023
ASSETS
Non-current assets
Investments 11 10 578 188 10,641,147
Deferred tax assets 8.1 386 650 448,155
Right-of-use assets 14 38 795 49,232
Intangible assets 13 5 910 9,114
Tangible fixed assets 12 885 1,784
Total non-current assets 11 010 428 11,149,432
Current assets
Trade and other receivables 15 2 392 126 1,296,517
Cash at bank 16 70 620 144,182
Total current assets 2 462 746 1,440,699
TOTAL ASSETS 13 473 174 12,590,131
EQUITY AND LIABILITIES
EQUITY
Share Capital 194,426 194,426
Share premium 13,424,392 13,424,392
Share based payments 1,926,720 1,926,720
Revaluation reserve 854,196 854,196
Retained earnings (7,401,406) (7,128,181)
Translation difference (274,249) (220,443)
TOTAL EQUITY 8,724,079 9,051,110
LIABILITIES
Non-current liabilities
Loans (long term) 18 2,807,927 2,567,010
Other long-term liabilities 19 20,835 32,619
Total non-current liabilities 2,828,762 2,599,629
Current liabilities
Trade and other payables 17 1,655,962 618,358
Loans (short term) 18 50,290 94,950
Accrued expenses 16,165 20,448
Current tax liabilities 18,062 18,062
Other short-term liabilities 20 179,854 187,574
Total current liabilities 1,920,333 939,392
TOTAL LIABILITIES 4,749,095 3,539,021
TOTAL EQUITY AND LIABILITIES 13,473,174 12,590,131
Unaudited condensed consolidated statement of changes in equity for the period
ended 30 June 2024
Notes Share Capital Share premium Share based payments Revaluation reserve Retained earnings Translation difference 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 - - - - - - -
Results from activities - - - - (273,225) - (273,225)
Other comprehensive income - - - - - (53,806) (53,806)
Balance at 30 June 2024 194,426 13,660,572 1,926,720 854,196 (7,401,406) (274,249) 8,724,079
Notes Share Capital Share premium Share based payments Revaluation reserve Retained earnings Translation difference Total equity
Balance at 1 January 2023 194,426 13,660,572 1,926,720 854,196 (6,944,622) (873,353) 8,817,939
Transactions with owners - (236,180) - - - - (236,180)
Results from activities - - - - (187,455) - (187,455)
Other comprehensive income - - - - 3,896 652,910 656,806
Balance at 31 December 2023 194,426 13,424,392 1,926,720 854,196 (7,128,181) (220,443) 9,051,110
Unaudited condensed consolidated statement of cash flows for the period ended
30 June 2024
Notes 30 June 2024 31 December 2023
OPERATING ACTIVITIES
Profit / (loss) before taxation (213,572) (569,585)
Adjustments for
Depreciation of tangible/intangible fixed assets 10,410 17,143
Depreciation of right-of-use assets 10,122 19,906
Interest not paid (received) 219,719 124,048
Trade and other receivables (1,095,609) 1,633,578
Trade and other payables 1,037,604 (2,286,733)
Other assets - 3,516
Other liabilities (12,334) 18,282
Accrued expenses (4,283) (13,787)
Cash generated from operations (47,943) (1,053,632)
Taxes reclaimed (paid) - -
Total cash flow from operating activities (47,943) (1,053,632)
INVESTMENT ACTIVITIES
Purchase /disposal of other intangible assets (6,377) (17,072)
Total cash flow from investment activities (6,377) (17,072)
FINANCING ACTIVITIES
Loans given / received - 495,000
Financial obligations (right-of-use) (6,459) (20,229)
Interest paid (right-of-use) (711) (1,877)
Total cash flow from financing activities (7,170) 472,894
NET CASH FLOW (61,490) (597,810)
Exchange differences and translation differences on funds (12,072) (169,694)
MOVEMENTS IN CASH FUND (73,562) (767,504)
Balance as of beginning of the period 144,182 911,686
Movement for the period (73,562) (767,504)
Balance as of the end 70,620 144,182
Notes to the unaudited condensed consolidated financial statements, comprising
significant accounting policies and other explanatory information for the six
month period ended 30 June
GENERAL INFORMATION
Vox Valor Capital LTD (the "Company")
Vox Valor Capital LTD (former Vertu Capital Limited) was incorporated in the
Cayman Islands on 12 September 2014 as an exempted company with limited
liability under the Companies Law. The Company's registered office is Forbes
Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market
Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.
The Group comprises from the parent company Vox Valor Capital LTD and the
following subsidiaries:
· 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 digital marketing and advertising. The
Group focuses on App, Mobile, Performance and has been providing services for
the promotion of mobile apps and games.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of the Group are: Pieter van der Pijl, Stefans Keiss, and
Sergey Konovalov.
Management (Directors)
· John G Booth (Chairman and Non-Executive Director)
· Rumit Shah (Non-Executive Director)
· Konstantin Khomyakov (Finance Director)
Going concern
At the time of approving the financial statements, the Management has a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Thus, the Management
continues to adopt the going concern basis of accounting in preparing the
financial statements.
ACCOUNTING POLICIES
The Consolidated Interim Financial Statements have been prepared in accordance
with UK-adopted International Accounting Standards ("IFRS") and
interpretations issued by the International Accounting Standards Board
("IASB") and interpretations issued by the International Financial Reporting
Standards Interpretations Committee ("IFRIC").
The presentational currency of the Group is US dollars (USD).
The notes are an integral part of the financial statements.
Reporting period
These financial statements represent the financial reporting period of the
Group for the 6-month period ended 30 June 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
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 Vox Valor Capital Singapore Pte Limited on 8
October 2020 (holding company)
· The Company acquired Initium HK Limited on 14 December 2020
(holding company)
· The Company acquired Mobio (Singapore) Pte Ltd on 14 October
2020.
· The Company acquired Mobio Global Inc. on 27 April 2022
Principles for foreign currency translation
The financial statements of the Group are presented in US dollars, which is
the Group's presentation currency.
Receivables, liabilities, and obligations denominated in any currency other
than USD are translated at the exchange rates prevailing as of the reporting
date.
Transactions in any currency other than USD during the financial year are
recognized in the financial statements at the average annual exchange rate.
The exchange differences resulting from the translation as of the reporting
date, taking into account possible hedging transactions, are recorded in the
consolidated statement of profit or loss and other comprehensive income.
The nominal value of the share capital and other share components of the
subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of
sterling (GBP) and translated into USD using historical exchange rate; the
exchange differences resulting from this translation are recorded in the
Exchange differences on translating foreign operations in the statement of
financial position.
Cross-rates GBP/USD, USD/SGD and average rate GBP/USD are taken from
https://www.exchangerates.org.uk/ (https://www.exchangerates.org.uk/) and
closing rate GBP/USD is taken from the site Currency Exchange Rates -
International Money Transfer | Xe (https://www.xe.com/) .com.
GBP/USD 30.06.2024 31.12.2023
Closing rate 1.2649 1.2681
Average rate 1.2651 1.2337
Revenue
The Group's revenue comprises primary income from the provision of mobile
marketing services in 2024 and 2023. Revenue is recognized when the related
services are delivered based on the specific terms of the contract. The Group
uses a number of different information technology ("IT") systems to track
certain actions as specified in customer contracts. The calculation of charges
for mobile marketing services is carried out automatically by the technology
platform based on pre-defined key parameters, including unit price and volume.
These IT systems are complex and process large volumes of data.
Records of mobile marketing services charges are generated in an aggregated
amount for each category and are manually entered into the accounting system
on a monthly basis.
Revenue recognition
Revenue is measured based on specific contract terms and excludes amounts
collected on behalf of any third parties. Revenue is recognized when control
over service is transferred to a customer.
The following is a description of principal activities from which the Group
generates its revenue.
Cost of sales (operating expenses)
Cost of sales represents the direct expenses that are attributable to the
services delivered. They consist primarily of payments to platforms and
publishers under the terms of the revenue agreements. The cost of sales can
include commissions where applicable.
Financial instruments
The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability, or an equity
instrument in accordance with the terms of the contractual arrangement.
Financial instruments are recognised on trade date when the Group becomes a
party to the contractual provisions of the instrument. Financial instruments
are recognised initially at fair value plus, in the case of a financial
instrument not at fair value through profit and loss, transaction costs that
are directly attributable to the acquisition or issue of the financial
instrument. Financial instruments are derecognised on the trade date when the
Group is no longer a party to the contractual provisions of the instrument.
Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at transaction price less
attributable transaction costs. Trade and other payables are recognised
initially at transaction price plus attributable transaction costs. Subsequent
to initial recognition they are measured at amortised cost using the effective
interest method, less any expected credit losses in the case of trade
receivables. If the arrangement constitutes a financing transaction, for
example if payment is deferred beyond normal business terms, then it is
measured at the present value of future payments discounted at a market rate
of interest for a similar debt instrument.
Other financial commitments
Financial commitments that are not held for trading purpose are carried at
amortised cost using the effective interest rate method.
Other purchased intangibles assessment
The Group annually reviews the recoverability of all long-term assets,
whenever events or changes in circumstances indicate that the carrying amount
of an asset might not be recoverable. The Group determines whether there has
been an impairment by comparing the anticipated undiscounted future net cash
flows to the related asset's carrying value. If an asset is considered
impaired, the asset is written down to fair value which is either determined
based on discounted cash flows or appraised values, depending on the nature of
the asset.
Intangible fixed assets
Concessions, Intellectual Property and Licenses are stated at cost less
accumulated amortisation.
Amortisation is recognized in the income statements on a straight-line over
the estimated useful life as follows:
· Trademarks - 10 years.
· Licenses - validity period.
· Programs - 5 years.
Tangible fixed assets
Tangible fixed assets are stated at their historical cost less accumulated
depreciation. Depreciation is recognized in the income statement in a
straight-line basis over the estimated useful lives of each item of tangible
fixed assets. The minimum cost to recognize an objects as a fixed asset is
3,000 USD. The annual depreciation rates applied are:
· Technical and office equipment, computers - 3 years.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
· Leases of low value assets; and
· Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of contractual payments
due to the lessor over the lease term, with the discount rate determined by
reference to the rate inherent in the lease unless (as is typically the case)
this is not readily determinable, in which case the Group's incremental
borrowing rate placed at the official site of the Bank of England.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases that have a lease term of 12 months or less
and low-value assets, including IT equipment. The Group would recognise the
lease payments associated with these leases as an expense on a straight-line
basis over the lease term.
Receivables
Upon initial recognition the receivables are included at fair value and then
valued at amortised cost. The fair value and amortised cost equal the face
value. Any provision for doubtful accounts deemed necessary is deducted. These
provisions are determined by individual assessment of the receivables. All
receivables are due within one year.
Cash
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the
indirect method.
Provisions
These are recognised when the Group has a present legal or constructive
obligation as a result of past events, when it is probable that an outflow of
resources will be required to settle the obligation, and the amount can be
reliably estimated.
Provisions are measured at the present value of the expenditure expected to be
required to settle the obligation, using a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the
obligation. The increase in the provision due to the passage of time is
recognised as a finance cost.
Deferred taxes
A deferred tax liability / asset is recognized for any differences in
commercial and fiscal valuation of the Group's assets and liabilities.
Taxation
Current tax is the tax currently payable based on the taxable profit for the
year.
The Group recognises current tax assets and liabilities of entities in
different jurisdictions separately as there is no legal right of offset.
Deferred tax is provided in full on temporary differences between the carrying
amounts of assets and liabilities and their tax bases, except when, at the
initial recognition of the asset or liability, there is no effect on
accounting or taxable profit or loss under a business combination. Deferred
tax is determined using tax rates and laws that have been substantially
enacted by the statement of financial position date, and that are expected to
apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits to the
Group, are recognised as deferred tax assets, to the extent that it is
probable that there will be future taxable profits against which the temporary
differences can be utilised. Changes in deferred tax assets or liabilities are
recognised as a component of the tax expense in the statement of comprehensive
income, except where they relate to items that are charged or credited
directly to equity, in which case the related deferred tax is also charged or
credited directly to equity.
Financial income and expenses
Financing income includes forex exchange and financial expenses include bank
fee.
ACCOUNTS BREAKDOWN AND NOTES
1. Revenue
Revenue arises from:
Country H1 2024 H1 2023
Singapore 3,298,212 30,757
UK 2,140,900 1,767,609
USA 190,504 4,200
Total 5,629,616 1,802,566
Revenue is segmented by the country where it was received.
2. Operating expenses
Country H1 2024 H1 2023
Singapore 3,042,637 48,823
UK 1,741,375 1,095,037
USA 86,455 20,143
Total 4,870,467 1,164,003
Expenses H1 2024 H1 2023
Contractor Fees 146,371 388,623
Platforms and publishers' fees 4,724,096 775,380
Total 4,870,467 1,164,003
Operating expenses include the cost of the services of third parties for the
placement of advertising and information materials of the Group's clients and
the salaries expenses and social contributions of employees.
3. Operating segments
The operating segments identifies based on internal reporting for
decision-making. The Group is operated as one business with key decisions
irrespective of the geography where work for clients is carried out. The
Management (chief operating decision maker) considers that the Group has one
operating segment. Therefore, no additional disclosure has been represented.
Geographical disclosures are presented in the notes 1,2.
4. Administrative expenses
H1 2024 H1 2023
Wages & Salaries - (top management) 141,604 214,504
Wages & Salaries 9,733 32,188
Social taxes - (top management) 43,250 21,421
Social taxes 2,482 3,116
Audit and Accountancy fees 93,176 64,376
Business travel expenses 24,619 11,689
IT services and license fees 15,092 17,393
Voluntary medical insurance of employees 14,912 13,863
Advertising & Marketing 4,713 18,177
Employers National Insurance 4,086 12,679
Other administrative expenses 6,722 9,399
Total 360,389 418,805
Staff details (administrative and operating)
Number of staff H1 2024 H1 2023
UK 2 2
including Director 2 2
Singapore - -
USA 4 4
including Director 1 1
Total 6 6
Staff cost (operating and administrative) H1 2024 H1 2023
Wages & Salaries - (top management) 141,604 214,504
Wages & Salaries 9,733 32,188
Social taxes - (top management) 43,250 21,421
Social taxes 2,482 3,116
Total 197,069 271,229
Remuneration paid to key management personnel:
Director's fees
Holding company Subsidiary companies Total
Directors remuneration H1 2024 41,115 100,489 141,604
Directors remuneration H1 2023 95,612 118,892 214,504
5. Finance income and financial expenses
H1 2024 H1 2023
Finance income
FX differences - 117 052
Total - 117 052
Finance expenses
FX differences 13,925 -
Bank fee 2,221 3,368
Total 16,146 3,368
6. Non-operating income and expenses
H1 2024 H1 2023
Non-operating income
Other non-operating income - 6,215
Total - 6,215
Non-operating expenses
Other non-operating expenses 1,018 6,460
Total 1,018 6,460
7. Interest income and expenses
Interest expenses H1 2024 H1 2023
TDFD loan interest 308,704 234,412
AdTech loan 11,445 14,373
Mobile Marketing LLC 1,500 1,504
Rent interest 711 1,003
Total 322,360 251,292
8. Taxation
H1 2024 H1 2023
Profit tax
UK corporation tax (19%) - 15,504
Singapore corporation tax (17%) - 4,494
USA corporation tax (21%) - -
Total current tax - 19,998
Deferred tax UK 34,388 81,505
Deferred tax USA (19,840) (60,105)
Deferred tax Singapore 45,105 (868)
Deferred tax in Profit and Loss report 59,653 20,532
Taxation on profit on ordinary activities 59,653 40,530
Deferred tax in Statement of financial position 448,155 58,162
- opening balance
Deferred tax in Statement of Profit and Loss during reporting period (59,653) 382,369
Translation difference (1,852) 7,624
Deferred tax in Statement of financial position 386,650 448,155
- closing balance
Net deferred tax assets recognized as of 30 June 2024 was not impaired.
8.1. Deferred taxes
Deferred taxes movement 2024 H1
As of 1 January 2024 Movements during reporting period As of 30 June 2024
Deferred tax BS Charge to profit or loss Translation difference Deferred tax BS
Right-of-use assets 836 (216) (5) 615
Property, plant and equipment 339 168 (2) 505
Intangible assets (1,731) 598 9 (1,124)
Trade receivables (payables) (31,638) (75,052) 206 (106,484)
Losses of previous years 480,349 14,849 (2,060) 493,138
Total 448,155 (59,653) (1,852) 386,650
Deferred taxes movement 2023 (Year)
As of 1 January Movements As of 31 December
Item Deferred BS Charge to profit or loss Translation difference Deferred BS
Right-of-use assets 940 (149) 45 836
Property and equipment - 331 8 339
Intangible assets (1 338) (317) (76) (1,731)
Trade receivables (payables) (28,136) (1,948) (1,554) (31,638)
Provisions 1,139 (1,139) - -
Losses of previous years 85,557 385,591 9,201 480,349
Total 58,162 382,369 7,624 448,155
9. Transactions with owners (business restructuring)
On 23 February 2023, Vertu Capital Holding Ltd. (UK) was liquidated by Vox
Valor Capital Limited. The financial effect recognized in the financial
statements amounted to a USD 3,881 expense / cost.
10. Earnings per share
Basic (losses)/earnings per share is calculated by dividing the profit/(loss)
attributable to equity shareholders by the weighted average number of shares
outstanding during the year.
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. As at 31 December 2022 the Group has outstanding
Warrants issued to the NED Directors (Non-executive directors) and Stonedale
Management and Investments Limited Ltd (Stonedale), which when exercised will
convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333.
30 June 2024 31 December 2023
Loss for the period after tax for the purposes of basic and diluted earnings (273,225) (165,347)
per share
Number of ordinary shares 2,368,395,171 2,368,395,171
Weighted average number of ordinary shares in issue for the purposes of basic 2,368,395,171 2,368,395,171
earnings per share
Loss per share (cent) (0,01) (0,01)
During a period where the Group or Company makes a loss, accounting standards
require that 'dilutive' shares for the Group be excluded in the earnings per
share calculation, because they will reduce the reported loss per share;
consequently, all per-share measures in the current period are based on the
weighted number of ordinary shares in issue.
11. Investments in subsidiaries
Investments in subsidiaries
Subsidiary undertakings Country of incorporation
30 June 2024 31 December 2023
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 purposes vehicle. On April
27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the
total purchase price is 30 000 USD. On October 18, 2023, the Company sold the
shares in Mobio (Singapore) Pte Ltd to Vox Valor Capital Ltd, the total
purchase price was 1 000 USD.
Mobio Global:
Subsidiary undertakings Country of incorporation 30 June 2024 31 December 2023
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 June 2024 31 December 2023
Airnow PLC shares 10,578,188 10,641,147
Total 10,578,188 10,641,147
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.
12. Tangible fixed assets
Cost H1 2024 Y 2023
As of period beginning 3,567 3,391
Additions - -
Translation difference (23) 176
As of period end 3,544 3,567
Depreciation
As of period beginning (1,783) -
Depreciation charge (887) (1,743)
Translation difference 12 (40)
As of period end (2,658) (1,783)
Net book value
As of period beginning 1,784 3,391
As of period end 885 1,784
Tangible fixed assets are amortized over 3 years. Depreciation expenses are
included in profit and loss under the «Depreciation of tangible / intangible
assets».
13. Intangible assets
Cost H1 2024 Y 2023
As of period beginning 17,472 14,944
Additions 6,377 17,071
Disposals (6,863) (15,362)
Translation difference (112) 819
As of 30 June // 31 December 16,874 17,472
Depreciation
As of 1 January (8,358) (7,906)
Depreciation charge (9,523) (15,400)
Disposals 6,863 15,362
Translation difference 54 (414)
As of period end (10,964) (8,358)
Net book value
As of period beginning 9,114 7,038
As of period end 5,910 9,114
Amortization is recognized in the income statements using the straight-line
method over the estimated useful life:
· Licenses - validity period.
14. Right-of-use assets
Cost H1 2024 Y 2023
As of period beginning 81,487 77,451
Translation difference (524) 4,036
As of period end 80,963 81,487
Depreciation
As of period beginning (32,255) (11,295)
Depreciation charge (10,122) (19,906)
Translation difference 209 (1,054)
As of period end (42,168) (32,255)
Net book value
As of period beginning 49,232 66,156
As of period end 38,795 49,232
Lease liabilities in respect of right-of-use assets:
Leased server As of 30 As of 31 December 2023
June 2024
Long-term 20,835 32,619
Short-term 21,192 21,011
Total 42,027 53,630
Interest expense recognized:
Leased server H1 2024 H1 2023
Interest 711 1 003
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%.
15. Trade and other receivables
30 June 2024 31 December 2023
Trade receivables 2,173,086 1,126,412
Prepayments 219,040 170,105
Total 2,392,126 1,296,517
All of the trade receivables were non-interest bearing and receivable under
normal commercial terms. The Directors consider that the carrying value of
trade and other receivables approximates to their fair value. The ageing of
trade receivables is detailed below:
As of 30 June 2024
< 60 days < 90 days < 180 days > 180 days Total
Trade receivables 2,173,086 - - - 2,173,086
Total 2,173,086 - - - 2,173,086
As of 31 December 2023
< 60 days < 90 days < 180 days > 180 days Total
Trade receivables 1,126,412 - - - 1,126,412
Total 1,126,412 - - - 1,126,412
16. Cash and cash equivalents
30 June 2024 31 December 2023
Cash at bank and in hand 70,620 144,182
Total 70,620 144,182
17. Trade and other payables
30 June 2024 31 December 2023
Trade payables 1,638,827 612,171
Other payables and accruals 17,135 6,187
Total 1,655,962 618,358
The fair value of trade and other payables approximates to book value at each
year end. Trade payables are non-interest bearing and are normally settled
monthly.
18. Loans and borrowings
Long-term 30 June 2024 31 December 2023
Triple Dragon Funding Delta Ltd Principal 2,368,435 2 120 000
AdTech Solutions Limited Principal 302,652 323 043
AdTech Solutions Limited Interest 86,315 74 882
Mobile Marketing LLC Principal 40,000 40 000
Mobile Marketing LLC Interest 10,525 9 085
Total 2,807,927 2 567 010
Short-term 30 June 2024 31 December 2023
Triple Dragon Funding Delta Ltd Interest 50,290 94 950
Total 50,290 94 950
During the period ended 30 June 2024, 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 15 March 2025. Interest is charged
on the loan at a rate of 7.5% per year
19. Other long-term and lease liabilities
Lease liabilities
Lease liabilities 30 June 2024 31 December 2023
Non-current liabilities 20,835 32,619
Current liabilities 21,192 21,011
Total 42,027 53,630
As at the period ended 30 June 2024 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.
20. Other short-term liabilities
30 June 2024 31 December 2023
VAT payable (tax agent) 153,501 154,494
Current lease liabilities 21,192 21,011
Salary liabilities 5,161 12,069
Total 179,854 187,574
21. Financial instruments
The Group's financial instruments may be analysed as follows:
Financial assets 30 June 2024 31 December 2023
Financial assets measured at amortised cost:
Cash at bank and in hand 70,620 144,182
Trade receivables 2,173,086 1,126,412
Other receivables 219,040 170,105
Total 2,462,746 1,440,699
Financial liabilities 30 June 2024 31 December 2023
Financial liabilities measured at amortised cost:
Trade payables 1,638,827 612,171
Lease liabilities 42,027 53,630
Total 1,680,854 665,801
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
(2023: nil).
22. Financial risk management
The Group is exposed to a variety of financial risks through its use of
financial instruments which result from its operating activities. All the
Group's financial instruments are classified trade and other receivables. The
Group does not actively engage in the trading of financial assets for
speculative purposes. The most significant financial risks to which the Group
is exposed are described below:
Credit risk
Generally, the Group's maximum exposure to credit risk is limited to the
carrying amount of the financial assets recognised at the reporting date, as
summarised below:
30 June 2024 31 December 2023
Trade receivables 2,173,086 1,126,412
Prepayments 219,040 170,105
Total 2,392,126 1,296,517
Credit risk is the risk of financial risk to the Group if a counter party to a
financial instrument fails to meet its contractual obligation. The nature of
the Group's debtor balances, the time taken for payment by clients and the
associated credit risk are dependent on the type of engagement.
The Group's trade and other receivables are actively monitored. The ageing
profit of trade receivables is monitored regularly by Directors. Any debtors
over 30 days are reviewed by Directors every month and explanations sought for
any balances that have not been recovered.
Unbilled revenue is recognised by the Group only when all conditions for
revenue recognition have been met in line with the Group's accounting policy.
The Directors are of the opinion that there is no material credit risk at the
Group level.
Liquidity risk
Liquidity risk is the situation where the Group may encounter difficulty in
meeting its obligations associated with its financial liabilities. The Group
seeks to manage financial risks to ensure sufficient liquidity is available to
meet any foreseeable needs and to invest cash assets safely and profitably.
The tables below break down the Group's financial liabilities into relevant
maturity groups based on their contractual maturities.
The amounts disclosed in the tables below are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying balances,
because the impact of discounting is not significant.
Contractual maturities of financial liabilities as of 30 June 2024:
Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount
Trade and other payables 1 655 962 - - - 1 655 962
Corporation tax payable 18 062 - - - 18 062
Lease liabilities 10,295 10,897 20,835 - 42,027
Total 1,684,319 10,897 20,835 - 1,716,051
Contractual maturities of financial liabilities as of 31 December 2023:
Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount
Trade and other payables 618,358 - - - 618,358
Corporation tax payable 18,062 - - - 18,062
Lease liabilities 10,428 10,583 32,619 - 53,630
Total 646,848 10,583 32,619 - 690,050
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.
Other risks
The industry risk is currently assessed as low, and the volume of advertising
on the Internet is growing. However, it should be taken into consideration
that the industry is affected by changing legislation on the regulation of the
advertising services provision and compliance with information security of
data. Also, the Group business depends on the availability, performance and
reliability of internet, mobile and other infrastructures (speed, data
capacity and security) that are not under the Group control.
The Group makes every effort to comply with the requirements of the
legislation and to maintenance of a reliability for providing advertising
internet services.
23. Related party disclosures
Parties are generally considered to be related if one party has the ability to
control the other party or can exercise significant influence in making
financial and operational decisions.
The related parties of the Group are:
· Petrus Cornelis Johannes Van Der Pijl - Director, international
group member (the ultimate beneficiary).
· Stefans Keiss - international group member (the ultimate
beneficiary).
· S Konovalov - international group member (the ultimate
beneficiary).
· Vox Valor Holding LTD - international group member.
The affiliated parties of the Company 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
23.1. Transactions with related parties
· Trade and other receivables - affiliated parties:
Debtor Affiliated party Description 30 June 31 December 2023
2024
Mobio Global Ltd Adtech Solutions Ltd Service agreement 255,843 453,264
Mobio Global Ltd Mobile Marketing LLC Service agreement 181,846 181,942
Total: 437,689 635,206
· Trade and other payables - affiliated parties:
Creditor Affiliated party Description 30 June 31 December 2023
2024
Mobio Global Ltd Mobile Marketing LLC Audit fees charging 39,154 40,240
Mobio (Singapore) Pte Ltd Mobile Marketing LLC Audit fees charging 4,702 15,470
Total: 43,856 55,710
· Loans - affiliated parties:
Creditor Affiliated party Description 30 June 31 December 2023
2024
Vox Capital Ltd Triple Dragon Funding Delta Ltd Principal 2,368,435 2,120,000
Vox Capital Ltd Triple Dragon Funding Delta Ltd Interest 50,290 94,950
Mobio Global Ltd Adtech solutions Ltd Principal 302,652 323,043
Mobio Global Ltd Adtech solutions Ltd Interest 86,315 74,882
Vox Capital Ltd Mobile Marketing LLC Principal 40,000 40,000
Vox Capital Ltd Mobile Marketing LLC Interest 10,525 9,085
Total: 2,858,217 2,661,960
· Income and expenses - affiliated parties as of December 31:
Parent company Affiliated party Description H1 2024 H1 2023
Mobio Global LTD Triple Dragon Services OÜ Sales revenue - 872,838
Mobio Global LTD Adtech Solutions Limited Sales revenue 1 290 514 214,715
Mobio Global LTD Triple Dragon Services OÜ Operating expenses - 34,182
Mobio Global LTD Adtech Solutions Limited Administrative expenses - 375
Mobio Global LTD Adtech solutions limited Interest expenses - 14,373
Mobio (Singapore) Pte LTD Adtech Solutions Limited Sales revenue 3 191 851 -
Mobio (Singapore) Pte LTD Triple Dragon Limited Operating expenses - 34,807
Vox Capital Ltd Triple Dragon Funding Delta Limited Interest expenses 308,704 234,412
Vox Capital Ltd Mobile Marketing LLC Interest expenses 1,500 1,504
Remuneration paid to key management personnel:
Holding company Subsidiary companies Total
Directors Remuneration H1 2024 - 141,604 141,604
Directors Remuneration H1 2023 - 246,692 246,692
24. Subsequent events
In the period between the reporting date and the date of signing the financial
statements for the interim reporting period, there were no other facts of
economic activity that could have an impact on the financial condition, cash
flow or performance of the organization and which should be reflected.
25. Approval of unaudited consolidated financial statements
Responsibility Statement
The Company's Directors, whose names and functions appear below this
statement, are responsible for preparing this unaudited interim consolidated
financial statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR')
and with Accounting Standard IAS 34 "Interim Financial Reporting".
The Directors, and each Director individually, confirms that, to the best of
their knowledge, this unaudited consolidated financial statements gives a true
and fair view of the assets, liabilities, financial position and profit or
loss of the Group and that the interim management report includes a fair
review of the information required by DTR4.2.7R 7R (indication of important
events during the first six months and description of principal risks and
uncertainties for the remaining six months of the year) and by DTR4.2.8R
(disclosure of material related parties' transactions).
Directors:
John G Booth (Non-Executive Chairman)
Konstantin Khomyakov (Finance Director)
Rumit Shah (Non-Executive Director)
This unaudited consolidated financial information was approved by the Board on
27 September 2024
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