REG - Vox Valor Capital - Interim Results
31/03/2025 09:15
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RNS Number : 8925C Vox Valor Capital Limited 31 March 2025
31 March 2025
Vox Valor Capital Limited
("Vox Valor", the "Company" or the "Group")
Interim Results for the twelve months ended 31 December 2024
Vox Valor (LSE: VOX), is pleased to announce its unaudited interim financial
statements for the twelve months ended 31 December 2024.
For additional information please contact:
Konstantin Khomyakov
Tel: +1 (345) 949-4544
Email: ir@voxvalor.com
Novum Securities Limited
David Coffman / Anastassiya Eley
Tel: +44 (0)207 399 9400
INTERIM MANAGEMENT REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024
On 27 December 2024, Vox Valor announced the changing of its accounting
reference date from 31 December to 31 May with immediate effect. The Company's
next audited financial statements will be prepared for the 17-month period
ending 31 May 2025 and will be released by 30 September 2025.
The Company is pleased to announce its interim financial statements for the
12-month period ended 31 December 2024 which have been published and are
available on its website at www.voxvalor.com/investors
(http://www.voxvalor.com/investors) .
About the Company
The principal activity of Vox Valor is mobile app marketing. The Group focuses
on mobile game or app (content) business performance and has been providing
services for the promotion of mobile apps and games for several years.
Summary of Trading Results
The Company reports strong revenue growth accompanied by a decrease in profit
margin associated with the cost of attracting new customers.
Management's focus in the reporting period was on the Group's financial
performance. For the fiscal period ended 31 December 2024, Vox Valor
reported revenues of USD 12 million (2023: USD 5.6 million).
Revenue achieved by Mobio Singapore was USD 7 million (2023: 719k), revenue
achieved by Mobio Global Ltd was USD 4.3 million (2023: USD 4.8 million),
and revenue achieved by Mobio Global Inc (US) was USD 827k (2023: USD 13k).
Operating expenses were USD 12.2 million for the 12 months' period ended 31
December 2024 (2023: USD 5.7 million).
Gross margin for the 12 months' period ended 31 December 2024 was USD 1.1m
(9%) compared to 1.3m (23%) in 2023.
Vox Valor reports an operating loss of USD 144k (2023: loss USD 90k).
Total comprehensive result for the 12 months' period ended 31 December 2024
was a loss of USD 946k (2023: profit of USD 469k). This was largely due to an
increase in interest expense (USD 667k or 71% of the loss).
Corporate Update
Mobio is making steady progress in gaining new clients for Mobio Global
Limited (UK), Mobio Singapore Pte Ltd (Singapore) and Mobio Global Inc (US)
and these efforts will continue throughout the remainder of the current fiscal
year.
The Company is continuing to seek suitable complimentary mobile games or app
(content) businesses, as well as complimentary advertising and marketing
technologies to realise its stated strategy of creating synergistic mobile
content and advertising / marketing technologies. Further announcements of
potential M&A transactions will be made as contracts or legally binding
agreements are finalised.
Outlook
Looking at the current global situation, continued elevated interest rates and
inflation rates tend to have an adverse impact on the cost of services
provided.
The Board remains cautiously optimistic and continues to evaluate
opportunities to generate value for shareholders.
Going Concern
The day to day working capital requirements and investment objectives are met
by existing cash balances and credit facilities. As of 31 December 2024, the
Group had cash balances of USD 13k (144K USD as of 31 December 2023). 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 the
interim financial statements, the Directors have a reasonable expectation that
the Group has adequate resources to continue operations for the foreseeable
future. The Group continues 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 occurring after the reporting date requiring
disclosure in these interim financial statements.
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 five months of the
current financial period remain unchanged from those described 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 twelve-month period ended 31 December 2024
Notes 31 December 2024 31 December 2023
Operating income and expenses
Sales revenue 1 12,092,148 5,572,881
Total income 12,092,148 5,572,881
Operating expenses 2 (10,979,251) (4,307,382)
Administrative expenses 4 (669,836) (821,068)
Audit and accountancy fees (220,089) (49,578)
Professional services (191,570) (104,284)
Contractors fees (74,376) (306,965)
Legal and consulting fees (50,144) (23,764)
London Stock Exchange fee (20,597) (12,439)
Depreciation of tangible/intangible assets (19,981) (17,143)
Right-of-use assets expense (10,226) (19,906)
Total operating expenses (12,236,070) (5,662,709)
OPERATING PROFIT / (LOSS) (143,922) (89,828)
Non-operational income and expenses
Non-operating income 6 130,834 15,987
Non-operating expenses 6 (3,474) (30,942)
Reclassification adjustment of previous years 9 (244,925) -
RTO Expenses - (29,544)
NET NON-OPERATING RESULT (117,565) (44,499)
Financial income and expenses
Interest income / (expenses) 7 (667,317) (527,877)
Financial income / (expenses) 5 (66,862) 92,619
NET FINANCIAL RESULT (734,179) (435,258)
PROFIT / (LOSS) BEFORE TAX (995,666) (569,585)
Profit tax - (239)
Deferred taxes 8 (59,035) 382,369
PROFIT / (LOSS) FOR THE PERIOD (1,054,701) (187,455)
OTHER COMPREHENSIVE INCOME
Transactions with owners (business restructuring) - 3,896
Translation difference 108,981 652,910
OTHER COMPREHENSIVE INCOME 108,981 656,806
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD (945,720) 469,351
Basic and diluted loss per share 10 (0.04) (0.01)
Unaudited condensed consolidated statement of financial position as at 31
December 2024
Notes 31 December 2024 31 December 2023
ASSETS
Non-current assets
Investments 11 10,475,100 10,641,147
Deferred tax assets 8.1 387,384 448,155
Right-of-use assets 14 - 49,232
Intangible assets 13 7,718 9,114
Tangible fixed assets 12 - 1,784
Total non-current assets 10,870,202 11,149,432
Current assets
Trade and other receivables 15 2,036,148 1,296,517
Cash at bank 16 12,751 144,182
Total current assets 2,048,899 1,440,699
TOTAL ASSETS 12,919,101 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 (8,182,882) (7,128,181)
Translation difference (111,462) (220,443)
TOTAL EQUITY 8,105,390 9,051,110
LIABILITIES
Non-current liabilities
Loans (long term) 18 3,013,989 2,567,010
Other long-term liabilities 19 - 32,619
Total non-current liabilities 3,013,989 2,599,629
Current liabilities
Trade and other payables 17 1,489,626 618,358
Loans (short term) 18 28,495 94,950
Accrued expenses - 20,448
Current tax liabilities 18,062 18,062
Other short-term liabilities 20 263,539 187,574
Total current liabilities 1,799,722 939,392
TOTAL LIABILITIES 4,813,711 3,539,021
TOTAL EQUITY AND LIABILITIES 12,919,101 12,590,131
Unaudited condensed consolidated statement of changes in equity for the period
ended 31 December 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 - - - - (809,776) - (809,776)
Other comprehensive income - - - - (244,925) 108,981 (135,944)
Balance at 31 December 2024 194,426 13,424,392 1,926,720 854,196 (8,182,882) (111,462) 8,105,390
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
31 December 2024
Notes 31 December 2024 31 December 2023
OPERATING ACTIVITIES
Profit / (loss) before taxation (995,666) (569,585)
Adjustments for
Depreciation of tangible/intangible fixed assets 19,981 17,143
Depreciation of right-of-use assets 10,226 19,906
Capitalised interest 400,702 124,048
Other expenses (8,115) -
Trade and other receivables (739,631) 1,633,578
Trade and other payables 871,268 (2,286,733)
Other assets - 3,516
Other liabilities 96,976 18,282
Accrued expenses (20,448) (13,787)
Cash generated from operations (364,707) (1,053,632)
Taxes reclaimed (paid) - -
Total cash flow from operating activities (364,707) (1,053,632)
INVESTMENT ACTIVITIES
Purchase /disposal of other intangible assets (16,921) (17,072)
Total cash flow from investment activities (16,921) (17,072)
FINANCING ACTIVITIES
Loans given / received (20,401) 495,000
Financial obligations (right-of-use) (6,268) (20,229)
Interest paid (right-of-use) (718) (1,877)
Total cash flow from financing activities (27,387) 472,894
NET CASH FLOW (409,016) (597,810)
Exchange differences and translation differences on funds 277,585 (169,694)
MOVEMENTS IN CASH FUND (131,431) (767,504)
Balance as of beginning of the period 144,182 911,686
Movement for the period (131,431) (767,504)
Balance as of the end 12,751 144,182
Notes to the unaudited interim condensed consolidated financial statements,
comprising significant accounting policies and other explanatory information
for the twelve-month period ended 31 December 2024
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
Accounting reference date was changed from 31 December to 31 May (announced on
27 December 2024). These interim financial statements represent the financial
reporting period of the Group for the 12-month period ended 31 December 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 reliably estimated.
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 when the receipt of economic benefits is not unlikely or
cannot be reliably estimated.
The income and expenses are recognised over the period to which they relate.
Revenue is recognised when control of the service is transferred to a
customer.
The Management is required to form opinions and make estimates and assumptions
for assets, liabilities, income, and expenses. Actual result may differ from
these estimates. The estimates and underlying assumptions are reviewed on an
ongoing basis Revisions are recognised over the corresponding revision period
as well as any future periods affected by the revision. The nature of these
estimates and judgements, including the underlying assumptions, are 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 of its subsidiary undertakings. Subsidiary
undertakings comprise entities over which the Group has effective control. The
Company controls a group when it is exposed, 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 currencies other than
the US dollar are translated at the exchange rates prevailing at the reporting
date.
Transactions in any currency other than the US dollar during the financial
year are recognised in the financial statements at the average annual exchange
rate. Exchange differences arising on translation at the reporting date,
taking into account possible hedging transactions, are recognised 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 is denominated in Singapore dollars (SGD) and pounds sterling
(GBP) and translated into US dollars at historical exchange rates; the
exchange differences arising from these translations are recognised 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 31.12.2024 31.12.2023
Closing rate 1.2515 1.2681
Average rate 1.2781 1.2337
Revenue
The Group's revenue comprises primary income from mobile marketing services in
2024 and 2023. Revenue is recognised when the related services are rendered
based on the specific terms of the contract. The Group utilises a number of
different information technology ("IT") systems to track certain activities
specified in customer contracts. Fees for mobile marketing services are
calculated 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.
Mobile marketing service charges are aggregated for each category and manually
entered into the accounting system on a monthly basis.
Revenue recognition
Revenue is measured based on the specific terms of the contract and excludes
amounts collected on behalf of third parties. Revenue is recognised when
control over the services is transferred to a customer.
The following is a description of the principal activities from which the
Group generates revenue.
Cost of sales (operating expenses)
Cost of sales represents direct costs incurred in providing services They
consist primarily of payments to platforms and publishers in accordance with
the terms of the revenue contracts. Cost of sales may include commissions, if
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.
Other purchased intangibles assessment
The Group assesses the recoverability of all long-lived assets on an annual
basis and whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Group determines
whether impairment exists by comparing the expected undiscounted future net
cash flows with the carrying amount of the asset. If an asset is considered
impaired, it is written down to fair value, which is determined based on
discounted cash flows or appraised value, 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 recognised 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 recognise an object as a fixed asset is
3,000 USD. The following annual depreciation rates apply:
· 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:
· Leases of low value assets; and
· Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of the 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 (generally)
this cannot be determined, in which case the Group's incremental borrowing
rate, aspublished on the Bank of England's official website, is used.
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 with lease term of 12 months or less and
low-value assets, including IT equipment. The Group would recognise lease
payments associated with these leases as an expense on a straight-line basis
over the lease term.
Receivables
Receivables are initially recognised at fair value and subsequently measured
at amortised cost. The fair value and amortised cost are equal to the nominal
value. Any provision for doubtful debts deemed necessary are deducted. These
provisions are determined based on the 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, 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 recognised 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 assets and liabilities for current tax of entities
located 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 where
the initial recognition of an asset or liability does not affect the
accounting or taxable profit or loss as a result of 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 are
expected to apply when the temporary difference will reverse.
Tax losses еthat can be carried forward and other tax benefits to the Group
are recognised as deferred tax assets to the extent that it is probable that
future taxable profit will be available 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 to the extent that they relate to items 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 2024 2023
12 months 12 months
Singapore 6,962,249 718,692
UK 4,302,448 4,840,657
USA 827,451 13,532
Total 12,092,148 5,572,881
Revenue is segmented by the country where it was received.
2. Operating expenses
Country 2024 2023
12 months 12 months
Singapore 7,098,864 833,170
UK 3,138,899 3,318,094
USA 741,488 156,118
Total 10,979,251 4,307,382
Expenses 2024 2023
12 months 12 months
Platforms and publishers' fees 10,869,164 3,892,351
Contractor Fees 110,087 415,031
Total 10,979,251 4,307,382
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
Operating segments are identified on the basis of internal reporting for
decision-making. The Group operates as a single business with key decisions
being made regardless of the geography location in which work is performed for
clients. The Management (chief operating decision maker) considers that the
Group has one operating segment. Therefore, no additional disclosure is
presented.
Geographical disclosures are presented in the notes 1,2.
4. Administrative expenses
Name 2024 2023
12 months 12 months
Wages & Salaries - (top management) 443,627 438,266
Wages & Salaries 28,905 44,976
Social taxes - (top management) 20,906 27,862
Social taxes 4,231 11,642
Employers National Insurance 8,255 20,664
IT services and license fees 45,009 30,592
Voluntary medical insurance of employees 30,689 28,242
Business travel expenses 29,204 22,370
Automobile Expense 21,696 6,188
Staff Training 10,055 -
Advertising & Marketing 5,621 19,854
Other administrative expenses 21,638 11,308
Total 669,836 661,964
Administrative expenses reflected in the statement of Profit and loss
statement additionally:
Name 2024 2023
12 months 12 months
Audit and accountancy fees 187,294 208,862
Professional services 191,570 104,284
Contractors fees 74,376 306,965
Legal and consulting fees 50,144 23,764
FCA and LSE fees 53,400 12,439
Depreciation of tangible/intangible assets 19,981 17,143
Right-of-use assets expense 10,226 19,906
Total 586,983 693,363
Staff details (administrative and operating)
Number of staff 2024 2023
12 months 12 months
UK 2 2
including Director 2 2
Singapore - -
USA 2 4
including Director 1 1
Total 5 7
Staff cost (operating and administrative) 2024 2023
12 months 12 months
Wages & Salaries (top management) 443,627 438,266
Wages & Salaries 28,905 44,976
Social taxes (top management) 20,906 27,862
Social taxes 4,231 11,642
Employers National Insurance (top management) 8,255 20,664
Total 505,924 543,410
5. Finance income and financial expenses
2024 2023
12 months 12 months
Finance income
FX differences - 97,325
Total - 97,325
Finance expenses
FX differences 62,198 -
Bank fee 4,664 4,706
Total 66,862 4,706
6. Non-operating income and expenses
2024 2023
12 months 12 months
Non-operating income
Accruals cancelling 84,906 -
Accounts payable writing-off 37,812 -
Other non-direct income 8,116 15,987
Total 130,834 15,987
Non-operating expenses
Accounts receivable written-off - 8,004
Other non-operating expenses 3,474 22,938
Total 3,474 30,942
7. Interest income and expenses
Interest expenses 2024 2023
12 months 12 months
TDFD loan interest 640,805 494,727
AdTech loan 22,796 28,269
Mobile Marketing LLC 2,998 3,004
Rent interest 718 1,877
Total 667,317 527,877
8. Taxation
2024 2023
12 months 12 months
Profit tax
UK corporation tax (19%) - -
USA corporation tax (21%) - -
Singapore corporation tax (17%) - (239)
Total current tax - (239)
Deferred tax UK 151,734 244,593
Deferred tax USA (71,513) 124,232
Deferred tax Singapore (21,186) 13,544
Deferred tax in Profit and Loss report 59,035 382,369
Taxation on profit on ordinary activities 59,035 382,130
Deferred tax in Statement of financial position 448,155 58,162
- opening balance
Deferred tax in Statement of Profit and Loss during reporting period (59,035) 382,369
Translation difference (1,736) 7,624
Deferred tax in Statement of financial position 387,384 448,155
- closing balance
Net deferred tax assets recognised as of 31 December 2024 were not impaired.
8.1. Deferred taxes
Deferred taxes movement during 12 months 2024
As of 1 January Movements As of 31 December
Deferred tax BS Charge to profit or loss Translation difference Deferred tax BS
Right-of-use assets 836 (840) 4 -
Property, plant and equipment 339 340 (13) 666
Intangible assets (1,731) 240 24 (1,467)
Trade receivables (payables) (31,638) (32,107) 1,086 (62,659)
Losses of previous years 480,349 (26,668) (2,837) 450,844
Total 448,155 (59,035) (1,736) 387,384
Deferred taxes movement during 12 months 2023
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. Reclassification adjustment of previous years
As at 31 December 2022 and 31 December 2023, the intercompany balance
difference between Mobio Global Ltd and Vox Capital Ltd when eliminating
intra-group balances was erroneously recognissed as a translation difference
through Other comprehensive income.
As at 31 December 2024, the Company reconciled the balance and identified the
discrepancy. Missed expenses were recognised through profit and loss of
current period according to IAS 1 Presentation of Financial Statements.
The adjustment does not affect total equity of the Group. Reclassified amounts
have been recognised in other comprehensive income in the current or previous
periods.
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 2024, the Group has outstanding
warrants issued to the NED Directors (Non-executive directors) and Stonedale
Management and Investments Limited Ltd (Stonedale), which will be converted
into Ordinary Shares on exercise. Total number of Warrants in issue is
45,833,333.
31 December 2024 31 December 2023
Loss for the period after tax for the purposes of basic and diluted earnings (809,776) (187,455)
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) (0,04) (0,01)
During a period in which the Group or the Company incurs a loss, accounting
standards require that the Group's 'dilutive' shares are not included in the
calculation of earnings per share as they reduce the reported loss per share;
consequently, all per-share figures in the current period are based on the
weighted number of ordinary shares outstanding.
11. Investments in subsidiaries
Investments in subsidiaries
Subsidiary undertakings Country of incorporation
31 December 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 equity investments
companies. 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 10,475,100 10,641,147
Total 10,475,100 10,641,147
Airnow PLC is incorporated in the United Kingdom. Its registered office is
located at Salisbury House, London Wall, London, EC2M 5PS. Airnow PLC 's
principal activity is to develop services for the mobile app community. The
number of Airnow PLC shares is 5,736,847, representing 6.37%. Airnow PLC's
shares are directly held by Vox Valor Capital Singapore Pte Limited. There is
no amount payable on these shares. The Vox Group has no indebtedness to or
from Airnow PLC.
12. Tangible fixed assets
Cost 2024 2023
12 month 12 month
As of period beginning 3,567 3,391
Additions - -
Translation difference (61) 176
As of period end 3,506 3,567
Depreciation
As of period beginning (1,783) -
Depreciation accumulated (1,791) (1,743)
Translation difference 63 (40)
As of period end (3,506) (1,783)
Net book value
As of period beginning 1,784 3,391
As of period end - 1,784
Tangible fixed assets are depreciated over 3 years. Depreciation expenses are
included in profit and loss under "Depreciation of tangible / intangible
assets".
13. Intangible assets
Cost 2024 2023
12 month 12 month
As of period beginning 17,472 14,944
Additions 16,922 17,071
Disposals (17,540) (15,362)
Translation difference (284) 819
As of 30 June // 31 December 16,570 17,472
Depreciation
As of 1 January (8,358) (7,906)
Depreciation accumulated (18,190) (15,400)
Disposals 17,540 15,362
Translation difference 156 (414)
As of period end (8,852) (8,358)
Net book value
As of period beginning 9,114 7,038
As of period end 7,718 9,114
Depreciation is recognised in the income statements using the straight-line
method over the estimated useful life:
· Licenses - validity period.
14. Right-of-use assets
Cost 2024 2023
12 month 12 month
As of period beginning 81,487 77,451
Disposal (81,806) -
Translation difference 319 4,036
As of period end - 81,487
Depreciation
As of period beginning (32,255) (11,295)
Depreciation accumulated (10,226) (19,906)
Disposal 42,607 -
Translation difference (126) (1,054)
As of period end - (32,255)
Net book value
As of period beginning 49,232 66,156
As of period end - 49,232
Lease liabilities in respect of right-of-use assets:
Leased server As of 31 December 2024 As of 31 December 2023
Long-term - 32,619
Short-term - 21,011
Total - 53,630
Interest expense recognised:
Leased server 2024 2023
12 month 12 month
Interest 718 1 003
During the second half of 2024 the Company significantly reduced the volume of
leased server space, recognition of the lease right was terminated on 30 June
2024. From 1 July 2024, server lease costs are recognised on a monthly basis
based on invoices received.
15. Trade and other receivables
31 December 2024 31 December 2023
Trade and other receivables 1,897,565 1,126,412
Trade and other receivables - related (Vox Valor Holding Ltd.) 23,455
Prepayments 115,128 170,105
Total 2,036,148 1,296,517
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 recognised as short-term and are expected to be received
within 60 days.
16. Cash and cash equivalents
31 December 2024 31 December 2023
Cash at bank and in hand 12,751 144,182
Total 12,751 144,182
17. Trade and other payables
31 December 2024 31 December 2023
Trade payables 1,488,835 612,171
Other payables and accruals 791 6,187
Total 1,489,626 618,358
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 31 December 2024 31 December 2023
Triple Dragon Funding Delta Ltd Principal 2,561,363 2,120,000
AdTech Solutions Limited Principal 302,694 323,043
AdTech Solutions Limited Interest 97,663 74,882
Mobile Marketing LLC Principal 40,000 40,000
Mobile Marketing LLC Interest 12,269 9,085
Total 3,013,989 2,567,010
Short-term 31 December 2024 31 December 2023
Triple Dragon Funding Delta Ltd Interest 28,495 94 950
Total 28,495 94 950
During the period ended 31 December 2024, the Group utilised 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 27 July 2022, the loan agreement between Mobio Global LTD (borrower) and
Mobile Marketing LLC (lender) dated 6 October 2020 was assigned to Adtech
Solutions Limited. The loan bears interest at the rate of 7.5% per annum.
19. Other long-term and lease liabilities
Lease liabilities
Lease liabilities 31 December 2024 31 December 2023
Non-current liabilities - 32,619
Current liabilities - 21,011
Total - 53,630
During the second half of 2024 the Company significantly reduced the volume of
leased server space, recognition of the lease right was terminated on 30 June
2024. From 1 July 2024, server lease costs are recognised on a monthly basis
based on invoices received.
20. Other short-term liabilities
31 December 2024 31 December 2023
VAT payable (tax agent) 151,873 154,494
Current lease liabilities - 21,011
Salary liabilities 111,666 12,069
Total 263,539 187,574
21.
22. Financial instruments
The Group's financial instruments can be analysed as follows:
Financial assets 31 December 2024 31 December 2023
Financial assets measured at depreciated cost:
Cash at bank and in hand 12,751 144,182
Trade receivables 1,897,565 1,126,412
Other receivables 115,128 170,105
Total 2,025,444 1,440,699
Financial liabilities 31 December 2024 31 December 2023
Financial liabilities measured at depreciated cost:
Trade payables 1,488,835 612,171
Lease liabilities - 53,630
Total 1,488,835 665,801
The Group's income, expenses, gains and losses on financial assets at fair
value through profit or loss realised a fair value gains of nil (2023: nil).
23. Financial risk management
The Group is exposed to a variety of financial risks through the use of
financial instruments which result from its operating activities. All of 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
The Group's maximum exposure to credit risk is generally limited to the
carrying amount of the financial assets recognised at the reporting date, as
shown below:
31 December 2024 31 December 2023
Trade receivables 1,897,565 1,126,412
Prepayments 115,128 170,105
Total 2,012,693 1,296,517
Credit risk is the risk that the Group will incur financial risk if a
counterparty to a financial instrument fails to meet its contractual
obligations. The nature of the Group's accounts receivable balances, the time
taken for payment by clients and the associated credit risk depends on the
type of business activity.
The Group's trade and other receivables are actively monitored. The ageing
profit of trade receivables is monitored regularly by the Directors.
Receivables overdue for more than 30 days are reviewed by the Directors every
month and explanations are sought for any balances that have not been
recovered.
Unbilled revenue is only recognised by the Group when all conditions for
revenue recognition have been met in accordance with the Group's accounting
policy.
The Directors consider that there is no significant credit risk at the Group
level.
Liquidity risk
Liquidity risk is the risk that the Group may encounter difficulty in meeting
obligations associated with its financial liabilities. The Group seeks to
manage financial risks to ensure that it has sufficient liquidity to meet any
foreseeable needs and to invest monetary 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 represent contractual undiscounted
cash flows. The amounts of liabilities due within 12 months are equal to their
carrying amounts as the effect of discounting is immaterial.
Contractual maturities of financial liabilities as of 31 December
2024:
Less than 6 months 6-12 months Between 1 and 2 years Carrying amount
Trade and other payables 1,489,626 - - 1,489,626
Corporation tax payable 18,062 - - 18,062
Lease liabilities - - - -
Total 1,507,688 - - 1,507,688
Contractual maturities of financial liabilities as of 31 December 2023:
Less than 6 months 6-12 months Between 1 and 2 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 significant interest rate risk as its liabilities
are either non-interest bearing or have fixed interest rates.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk
arising from transactions in various currencies. The Group closely monitors
changes on foreign rates and ensures that sufficient funds are available in
the relevant currencies to meet known liabilities.
Reputational risks
The Management of the Group believes that 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, compliance with
the terms and conditions of services rendered, or the Group's participation in
any pricing agreements Accordingly, reputational risks are assessed by the
Group as immaterial.
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 changes in legislation in terms of regulation
of advertising services provision and compliance with information security of
data. in addition, the Group's business depends on the availability,
performance and reliability of internet, mobile and other infrastructures
(speed, data capacity and security) which are not under the Group's control.
The Group makes every effort to comply with the requirements of the
legislation and to maintain the reliability of its advertising internet
services.
24. 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 over the other
party 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 31 December 2024 31 December 2023
Mobio Global Ltd Adtech Solutions Ltd Service agreement 384,418 453,264
Mobio Global Ltd Mobile Marketing LLC Service agreement 213,696 181,942
Total: 598,114 635,206
· Trade and other payables - affiliated parties:
Creditor Affiliated party Description 31 December 2024 31 December 2023
Mobio Global Ltd Mobile Marketing LLC Audit fees charging 39,154 40,240
Mobio (Singapore) Pte Ltd Mobile Marketing LLC Audit fees charging 15,734 15,470
Total: 54,888 55,710
· Loans - affiliated parties:
Creditor Affiliated party Description 31 December 2024 31 December 2023
Vox Capital Ltd Triple Dragon Funding Delta Ltd Principal 2,561,363 2,120,000
Vox Capital Ltd Triple Dragon Funding Delta Ltd Interest 28,495 94,950
Mobio Global Ltd Adtech solutions Ltd Principal 302,694 323,043
Mobio Global Ltd Adtech solutions Ltd Interest 97,663 74,882
Vox Capital Ltd Mobile Marketing LLC Principal 40,000 40,000
Vox Capital Ltd Mobile Marketing LLC Interest 12,269 9,085
Total: 3,042,484 2,661,960
· Income and expenses - affiliated parties as of December 31:
Parent company Affiliated party Description 2024 2023
12 months 12 months
Mobio Global Ltd Adtech solutions Ltd Sales revenue 3 063 520 1,921,105
Mobio Global Ltd Triple Dragon Services OÜ Sales revenue - 880,082
Mobio (Singapore) Pte Ltd Triple Dragon Services OÜ Sales revenue 5 226 654 683,540
Mobio Global Ltd Triple Dragon Services OÜ Operating expenses - (38,500)
Mobio (Singapore) Pte Ltd Triple Dragon Limited Operating expenses - (34,807)
Mobio Global Ltd Adtech solutions Ltd Admin. expenses - (378)
Vox Capital Ltd Triple Dragon Funding Delta Ltd Interest expenses 640 805 (494,727)
Mobio Global Ltd Adtech solutions limited Interest expenses 22 796 (28,269)
Vox Capital Ltd Mobile Marketing LLC Interest expenses 2 998 (3,004)
Mobio Global Ltd Adtech solutions limited Other income - 3,013
Remuneration paid to key management personnel:
Holding company Subsidiary companies Total
Directors Remuneration 12 months' 2024 - 443,627 443,627
Directors Remuneration 12 months' 2023 - 438,266 438,266
25. 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 organisation and that should be recognised.
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)
Rumit Shah (Non-Executive Director)
This unaudited consolidated financial information was approved by the Board on
27 March 2025
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