RNS Number : 2943B
Vox Valor Capital Limited
30 September 2025
30 September 2025
Vox Valor Capital Limited
("Vox Valor" or the "Company")
Annual Results 2025
Vox Valor (LSE: VOX) is pleased to announce its audited final results for the financial year ended 31 May 2025.
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:
Vox Valor Capital Limited
Konstantin Khomyakov
Tel: +1 (345) 949-4544
Email: ir@voxvalor.com
Novum Securities Limited
David Coffman / Anastassiya Eley
Financial Adviser
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.
CHAIRMAN'S STATEMENT
I am pleased to present the Vox Valor Capital Limited ("Vox Valor" or "the Company") audited financial statements for the period ended 31 May 2025 which available on the Company's website at www.voxvalor.com/investors.
During the period the accounting reference date was changed from 31 December to 31 May and consequently these financial statements therefore cover a reporting period of 17-months to 31 May 2025, with comparative information relating to a 12- month period to 31 December 2023. The comparative financial information is presented for a shorter period to align the Company's annual reporting date with that of its subsidiaries. As such, the comparative information is not entirely comparable with the current reporting period.
The Vox Valor Group ("Vox Valor Group" or "the Group") is engaged in providing mobile marketing and advertising related services and these are conducted through its 100% owned UK operating subsidiary Mobio Global Limited ("Mobio Global"), its 100% owned Singapore operating subsidiary Mobio Singapore Pte Ltd. ("Mobio Singapore") and its 100% owned US operating subsidiary Mobio Global Inc. ("Mobio US"). The Group employs 30 contractors and employees in total across its subsidiaries.
The Group was formed in 2022 upon the reverse takeover ("RTO") of Vox Capital Limited, a company that acquired Mobio in 2020 as part of its strategy to grow its mobile marketing and advertising technology services and product offering and to grow Mobio in the European and American markets.
Through Mobio, the Vox Valor Group provides a wide range of mobile marketing services, including user acquisition services, app store optimisation services, mobile retargeting, digital strategy consulting services, marketing creatives, video production services and in app advertising services.
These services are instrumental for clients to acquire new users, control their mobile marketing spend or 'cost per install' and scale the user base and revenue of their mobile games or applications.
Mobio has very significant experience in providing user acquisitions services by developing and executing mobile marketing campaigns for its clients. In addition, Mobio also provides services that are complementary to its clients' core mobile marketing strategies, such as app store optimisation services (which aim to improve organic user growth by optimising the presence of its clients' apps and games in the major app stores) and retargeting services (using its proprietary Feedwise platform to re-engage with app users).
Mobio complements its service offering with mobile advertising creatives and video creative productions for those clients that are not able or do not want to develop such marketing assets in-house and also offers digital marketing strategy or consulting services to some of those clients.
Mobio is making steady progress in gaining new clients for Mobio Global, Mobio Singapore and Mobio US.
In 2023, Mobio implemented the Mobio Growth Lab initiative, which is a dynamic incubator that helps Mobio's clients (including new or early-stage clients) to grow their install base and revenue levels through a step-by-step process to support them in every stage of the product and marketing life cycle.
For the next financial year, we are looking forward to growing Vox Valor both organically and through potential acquisitions. The organic growth plans of the Group include the expansion of the Group's mobile marketing services and technology offering in the UK, Europe, the United States and Asia.
Vox Valor is continually evaluating potential acquisition opportunities to acquire mobile or digital content businesses, such as mobile game or application developers or publishers in order to extract operational synergies from being vertically integrated in owning mobile/digital content business and the Mobio digital marketing and advertising services and technology offering.
This strategy is based on leveraging Mobio's experience in mobile marketing with the need of mobile content businesses, such as mobile game and app developers, to acquire new users for their games and apps. The Company will make further announcement as and when any acquisition opportunities, which are being analysed, are closed.
Summary of Trading Results
The company reported strong revenue growth accompanied with a decrease in its 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 May 2025, Vox Valor reported revenues of USD 15.7m (2023: USD 5.6m).
Revenue achieved was USD 15.7m for the 17 months' period ended 31 May 2025 (2023: USD 5.6m), including:
for the 17 months' period ended 31 May 2025
for the 12 months' period ended 31 December 2023
Mobio Singapore
USD 9.5m
USD 718k
Mobio Global UK
USD 4.7m
USD 4.8m
Mobio Global US
USD 1.5m
USD 14k
Operating expenses were USD 15.0m for the 17 months' period ended 31 May 2025 (2023: USD 4.3m).
Gross profit for the 17 months' period ended 31 May 2025 was USD 774k (5%) compared to 1.3m (23%) in 2023.
Vox Valor reports an operating loss of USD 1,3m (2023: loss USD 90k).
The loss before interest, taxation and depreciation of USD 793k (2023: USD 5k).
Total comprehensive result for the 17 months' period ended 31 May 2025 was a loss of USD 953k (2023: profit of USD 469k). This was largely due to an increase in interest expense (USD 973k or 73% of loss).
Outlook
The board is cautiously optimistic that the Group will be able to continue its revenue growth trajectory and contain its operating expenses despite continued inflation, which may increase the cost of the services that the Group provides. The Board is also continuing to evaluate any acquisition and commercial partnership opportunities in the wider mobile marketing and advertising sector, including digital and mobile marketing opportunities in the Web3 and blockchain sector and further announcements will be made as and when the Group enter into any binding commitments or agreements.
Financial Statements
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025
In US Dollars
Notes
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Operating income and expenses
Sales revenue
1
15,722,553
5,572,881
Total income
15,722,553
5,572,881
Operating expenses
2
(14,948,570)
(4,307,382)
Administrative expenses
4
(1,297,099)
(661,964)
Professional services
(307,148)
(104,284)
Audit and accountancy fees
(185,585)
(208,862)
Contractors' fees
(81,591)
(306,965)
London Stock Exchange fee
(68,572)
(12,439)
Legal and consulting fees
(68,074)
(23,764)
Depreciation of tangible/intangible assets
(25,037)
(17,143)
Right-of-use assets expense
(10,245)
(19,906)
Total operating costs
(16,991,921)
(5,662,709)
OPERATING LOSS
(1,269,368)
(89,828)
Non-operational income and expenses
Non-operating income
5
637,950
15,987
Non-operating expenses
5
(302,663)
(30,942)
RTO Expenses
6
-
(29,544)
NET NON-OPERATING RESULT
335,287
(44,499)
Financial income and expenses
Interest income/(expenses)
7
(972,707)
(527,877)
Financial income/(expenses), net
8
106,196
92,619
NET FINANCIAL RESULT
(866,511)
(435,258)
LOSS BEFORE TAX
(1,800,592)
(569,585)
Profit tax
-
(239)
Deferred taxes
9
79,599
382,369
PROFIT/(LOSS) FOR THE PERIOD
(1,720,993)
(187,455)
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to profit or loss
Transactions with owners (business restructuring)
-
3,896
Foreign currency translation reserve
767,609
652,910
OTHER COMPREHENSIVE INCOME
767,609
656,806
TOTAL COMPREHENSIVE INCOME/(LOSS)FOR THE PERIOD
(953,384)
469,351
Basic and diluted loss per share
10
(0,07)
(0,01)
This report was approved by the board on 26 September 2025.
On behalf of the board
__________________
John G Booth
Chairman
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2025
In US Dollars
Notes
31May2025
31 December 2023
ASSETS
Non-current assets
Investments
11
12,438,095
10,641,147
Deferred tax assets
9.1
521,755
448,155
Right-of-use assets
14
-
49,232
Intangible assets
13
3,025
9,114
Tangible fixed assets
12
-
1,784
Total non-current assets
12,962,875
11,149,432
Current assets
Trade and other receivables
15
1,995,184
1,296,517
Cash at bank
16
53,235
144,182
Total current assets
2,048,419
1,440,699
TOTAL ASSETS
15,011,294
12,590,131
EQUITY AND LIABILITIES
EQUITY
Share Capital
24
195,879
194,426
Share premium
24
13,145,715
13,424,392
Share based payments
25
2,002,170
1,926,720
Share based payment reserve
25
613,250
-
Revaluation reserve
1,526,952
854,196
Retained earnings
(8,849,174)
(7,128,181)
Foreign currency translation reserve
547,166
(220,443)
TOTAL EQUITY
9,181,958
9,051,110
LIABILITIES
Non-current liabilities
Loans (long term)
18
3,217,313
2,567,010
Other long-term liabilities
19
-
32,619
Total non-current liabilities
3,217,313
2,599,629
Current liabilities
Trade and other payables
17
2,284,174
618,358
Loans (short term)
18
30,639
94,950
Accrued expenses
-
20,448
Current tax liabilities
-
18,062
Other short-term liabilities
20
297,210
187,574
Total current liabilities
2,612,023
939,392
TOTAL LIABILITIES
5,829,336
3,539,021
TOTAL EQUITY AND LIABILITIES
15,011,294
12,590,131
This report was approved by the board on 26 September 2025.
On behalf of the board
__________________
John G Booth
Chairman
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025
In US Dollars
Notes
Share Capital
Share premium
Share based payments
Share based payment reserve
Revaluation reserve
Retained earnings
Foreign currency translation reserve
Total equity
Balance at 1 January 2024
194,426
13,424,392
1,926,720
-
854,196
(7,128,181)
(220,443)
9,051,110
Transactions with owners
24
1,453
73
75,450
-
-
-
-
76,976
Results from activities
-
-
-
-
-
(1,720,993)
-
(1,720,993)
Other comprehensive income
11.1
-
(278,750)
-
613,250
672,756
-
767,609
1,774,865
Balance at 31 May2025
195,879
13,145,715
2,002,170
613,250
1,526,952
(8,849,174)
547,166
9,181,958
Notes
Share Capital
Share premium
Share based payments
Share based payment reserve
Revaluation reserve
Retained earnings
Foreign currency translation reserve
Total equity
Balance at 1 January 2023
194,426
13,660,572
1,926,720
-
854,196
(6,944,622)
(873,353)
8,817,939
Transactions with owners
24.1
-
(236,180)
-
-
-
-
236,180
-
Results from activities
-
-
-
-
-
(187,455)
-
(187,455)
Other comprehensive income
-
-
-
-
-
3,896
416,730
420,626
Balance at 31 December 2023
194,426
13,424,392
1,926,720
-
854,196
(7,128,181)
(220,443)
9,051,110
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025
In US Dollars
Notes
31 May 2025
31 December 2023
OPERATING ACTIVITIES
Loss before taxation
(1,800,592)
(569,585)
Adjustments for
Interest not paid (received)
7
701,262
124,048
Director's remuneration reserve
384,146
-
Depreciation of tangible/intangible fixed assets
12, 13
19,981
17,143
Depreciation of right-of-use assets
14
10,226
19,906
Other expenses
(8,115)
-
Trade and other receivables
(698,667)
1,633,578
Trade and other payables
1,665,816
(2,286,733)
Other assets
-
3,516
Other liabilities
130,647
18,282
Accrued expenses
(20,448)
(13,787)
Cash used in operations
(384,256)
(1,053,632)
Taxes reclaimed (paid)
-
-
Total cash flow used in operating activities
(384,256)
(1,053,632)
INVESTMENT ACTIVITIES
Purchase/disposal of property, plant and equipment
-
-
Purchase/disposal of other intangible assets
13
(16,921)
(17,072)
Total cash flow used in investment activities
(16,921)
(17,072)
FINANCING ACTIVITIES
Changes the value of Investments
10
75,450
-
Loans given/received
18
(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
48,063
472,894
NET CASH FLOW
(415,398)
(597,810)
Exchange differences and translation differences on funds
(506,345)
(169,694)
CASH MOVEMENTS FOR THE PERIOD
(90,947)
(767,504)
Balance as of beginning of the period
144,182
911,686
Movement for the period
(90,947)
(767,504)
Balance as of the end
53,235
144,182
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2025
ACCOUNTING POLICIES
Vox Valor Capital LTD (the "Company").
Vox Valor Capital Ltd (former Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The Company's registered office is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.
The Group comprises from the parent company Vox Valor Capital LTD and the following subsidiaries:
· Mobio (Singapore) Pte Ltd Singapore 100% ownership by Vox Valor Capital LTD
· Vox Capital Ltd United Kingdom 100% ownership by Vox Valor Capital LTD
· Vox Valor Capital Pte Limited Singapore 100% ownership by Vox Capital Ltd
· Initium HK Limited Hong Kong 100% ownership by Vox Capital Ltd
· Mobio Global Limited United Kingdom 100% ownership by Vox Capital Ltd
· Mobio Global Inc USA 100% ownership by Mobio Global Limited
The principal activity of the Group is businesses in the digital marketing, advertising and content sector. The Group focuses on App, Mobile, Performance and has been providing the services for the promotion of mobile apps and games.
Vox Valor Capital Ltd operates as a vehicle to consolidate businesses in the digital marketing, advertising and content sector. To reporting date, the Group has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company and has also acquired an equity interest in another UK based app monetisation and marketing group.
The Group's strategy for the next period will be to operate Mobio and seek to acquire other complementary businesses in the digital marketing, advertising and content sector. Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to any future acquisition.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of the Group are: Pieter van der Pijl, Stefans Keiss, and Sergey Konovalov.
Management (Directors)
· John G Booth (Chairman and Non-Executive Director)
· Rumit Shah (Non-Executive Director)
· Konstantin Khomyakov (Finance Director)
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. The Group's revenue demonstrates sustainable growth trend, there are no bank loan and covenants, the net equity is positive and the key shareholders provide financial support to the group. Thus, the Management continues to adopt the going concern basis of accounting in preparing the financial statements.
ACCOUNTING POLICIES
The Consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards ("IFRS") and interpretations issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRIC").
The presentational currency of the Group is US dollars (USD).
The notes are an integral part of the financial statements.
Reporting period
Financial statements represent the financial reporting period of the Group from 1 January 2024 till 31 May 2025. These financial statements cover a reporting period of 17-months to 31 May 2025, with comparative information relating to a 12- month period to 31 December 2023. The directors presented the comparative financial information for a shorter period to align the company's annual reporting date with that of its subsidiary. As such, the comparative information is not entirely comparable with the current reporting period.
General
An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligations can be measured with sufficient reliability.
If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured with sufficient reliability.
The income and expenses are accounted for during the period to which they relate. Revenue is recognized when control over service is transferred to a customer.
The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision. The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items in the financial statement.
Basis of consolidation
Consolidated financial statements reflect the substance of the transaction. The substance of the transaction is Vox Capital Ltd, the accounting acquirer (operating company) has made a share-based payment to acquire a listing along with the listed company's cash balances and other net assets. The transaction is therefore accounted for in accordance with IFRS 2.
The Consolidated Financial Statements incorporate the financial information of Vox Valor Capital Ltd and all its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control. The Company controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.
On 30 September 2022 the Company acquired:
· Vox Capital Ltd (United Kingdom).
· Vox Valor Capital Singapore Pte Limited (Singapore)
· Initium HK Limited (Hong Kong)
· Mobio Global Ltd (United Kingdom).
· Mobio Global Inc. (US)
· Mobio (Singapore) Pte Ltd (Singapore)
Principles for foreign currency translation
The financial statements of the Group and the Company are presented in US dollars. The functional currency of the Company is the US dollar. The group companies have either USD or GBP as functional or presentational currency.
Receivables, liabilities, and obligations denominated in any currency other than USD are translated at the exchange rates prevailing as of the reporting date.
Transactions in any currency other than USD during the financial year are recognized in the financial statements at the average annual exchange rate. The exchange differences resulting from the translation as of the reporting date, taking into account possible hedging transactions, are recorded in the consolidated statement of profit or loss and other comprehensive income.
The nominal value of the share capital and other share components of the subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of sterling (GBP) and translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the line "Foreign currency translation reserve" in the statement of financial position.
Cross-rates GBP/USD, USD/SGD and average rate GBP/USD are taken from https://www.exchangerates.org.uk/ and closing rate GBP/USD is taken from the site Currency Exchange Rates - International Money Transfer | Xe.com.
GBP/USD
31.05.2025
31.12.2023
Closing rate
1,3461
1.2731
Average rate
1,2805
1.2439
Revenue
The Group's revenue comprises primary income from the provision of mobile marketing services. Revenue is recognized when the related services are delivered based on the specific terms of the contract. The Group uses a number of different information technology ("IT") systems to track certain actions as specified in customer contracts. The calculation of charges for mobile marketing services is carried out automatically by the technology platform based on pre-defined key parameters, including unit price and volume. These IT systems are complex and process large volumes of data.
Records of mobile marketing services charges are generated in an aggregated amount for each category and are manually entered into the accounting system on a monthly basis.
Revenue recognition
Revenue is measured based on specific contract terms and excludes amounts collected on behalf of any third parties. Revenue is recognized when control over service is transferred to a customer.
The following is a description of principal activities from which the Group generates its revenue.
Revenue from mobile advertising services
Revenue from mobile marketing services primarily includes the income generated as a result of providing mobile marketing services by the Group. The Group utilizes a combination of pricing models and revenue is recognized when the related services are delivered based on specific contract terms, which are commonly based on:
a) specified actions (i.e., cost per action ("CPA") or other preferences agreed with advertisers), or
b) agreed rebates to be earned from certain publishers.
Specified actions
Revenue is recognized on a CPA basis once agreed actions (download, activation, registration, etc.) are performed. Individually, none of the factors can considered presumptive or determinative, because the Group is the primary obligor responsible for (1) identifying and contracting third-party advertisers considered as customers by the Group; (2) identifying mobile publishers to provide mobile spaces where mobile publishers are considered as suppliers; (3) establishing prices under the CPA model; (4) performing all billing and collection activities, including retaining credit risk; and (5) bearing sole responsibility for the fulfillment of advertising services, the Group acts as the principal of these arrangements and therefore recognizes the revenue earned and costs incurred related to these transactions on a gross basis.
Principal versus agent considerations - revenue from provision of mobile marketing services
Determining whether the Group is acting as a principal or as an agent in the provision of mobile marketing services requires judgements and considerations of all relevant facts and circumstances. The Group is a principal to a transaction if the Group obtains control over the services before they are transferred to customers. If the level of control cannot be determined, if the Group is primarily obligated in a transaction, has latitude to establish prices and select publishers, or several but not all of these factors are present, the Group records revenues on a gross basis. Otherwise, the Group records the net amount earned as commissions from services provided.
Segment reporting
In a manner consistent with the way in which information is reported internally to the Management (chief operating decision maker) for the purpose of resource allocation and performance assessment, the Group has one reportable segment, which is Mobile marketing business.
Mobile marketing business: this segment delivers mobile advertising services to customers globally through a Software-as-a-Service ("SaaS") programmatic advertising platform, top media and affiliate ad-serving platform.
No segment assets and liabilities information are provided as no such information is regularly provided to the Management for the purpose of decision-making, resources allocation, and performance assessment.
Revenue may be disaggregated by timing of revenue recognition:
- Point in time, and
- Over time.
Notes #1 specifies information about the geographical location of the Group's revenue from external customers. The geographical location of customers is based on the location of the customers' headquarters.
Cost of sales (operating expenses)
Cost of sales represents the direct expenses that are attributable to the services delivered. They consist primarily of payments to platforms and publishers under the terms of the revenue agreements. The cost of sales can include commissions where applicable.
Financial instruments
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability, or an equity instrument in accordance with the terms of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.
Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised costs using the effective interest method, less any impairment losses.
Other financial commitments
Financial commitments that are not held for trading purpose are carried at amortised cost using the effective interest rate method.
Goodwill and Other Purchased Intangibles
Goodwill, representing the excess of purchase price and acquisition costs over the fair value of net assets of businesses acquired, and other purchased intangibles.
The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated discounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.
Other purchased intangibles assessment
The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.
Intangible fixed assets
Concessions, Intellectual Property and Licenses are stated at cost less accumulated amortisation.
Amortisation is recognized in the income statements on a straight-line over the estimated useful life as follows:
· Trademarks - 10 years.
· Licenses - validity period.
· Programs - 5 years.
Tangible fixed assets
Tangible fixed assets are stated at their historical cost less accumulated depreciation. Depreciation is recognized in the income statement in a straight-line basis over the estimated useful lives of each item of tangible fixed assets. The minimum cost to recognize an object as a fixed asset is 3,000 USD. The annual depreciation rates applied are:
· Technical and office equipment, computers - 3 years.
The residual value of an asset is the estimated amount that an entity would currently obtain from disposal of the assets, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. The residual value and the useful life of an asset review at least at each financial year-end. If expectations differ from previous estimates, the changes accounts for as a change in accounting estimate in accordance with IAS 8.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
· Leases of low value assets; and
· Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate placed at the official site of the Bank of England.
Variable lease payments are only included in the measurement of the lease liability if they depend on an index or on market rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
Right-of-use assets are initially measured at the amount of lease liability, reduced for any lease incentives received, and increased for:
· Lease payments made at or before commencement of the lease.
· Initial direct costs incurred; and
· The amount of any provision recognised where the Group is contractually required to dismantle, remove, or restore the leased asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to be made over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and low-value assets, including IT equipment. The Group would recognise the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Receivables
At initial recognition trade receivables are measured at their transaction price (as defined in IFRS 15) if the trade receivables do not contain a significant financing component in accordance with IFRS 15. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. All receivables are due within one year.
Cash
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the indirect method.
Provisions
These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.
Deferred taxes
A deferred tax liability / asset is recognized for any differences in commercial and fiscal valuation of the Group's assets and liabilities.
Taxation
Current tax is the tax currently payable based on the taxable profit for the year.
The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset. Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.
Financial income and expenses
Financing income includes forex exchange and financial expenses include bank fee.
Presentation and disclosures
Presentation and classification of items in financial statements are retained from one reporting period to the next.
Reclassification of items in financial statements is made:
- in case of changes in the nature of the Company main operations,
- when revising the structure of reporting in accordance with IFRS requirements,
- prior year comparative may be reclassified to better and consistent presentation with the current year.
In case of reclassification of comparative information, the entity ensures its comparability with the data of previous periods and discloses the relevant information in the notes to the financial statement
Possible impact of amendments, new standards and interpretations issued but not yet effective for the accounting period beginning on 1 June 2025
These developments include the following which may be relevant to the Company (effective for accounting periods beginning on or after 1 June 2025):
- IFRS 18, Presentation and Disclosure in Financial Statement;
- Amendments to IFRS 7 and IFRS 9, Disclosures: Supplier Finance Arrangements;
- Annual Improvements to IFRS Accounting Standards - Volume 11;
The Group is in the process of making an assessment of what the impact of these amendments, new standards and interpretations is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the financial statements.
ACCOUNTS BREAKDOWN AND NOTES
1. Revenue
Revenue arises from:
Country
31 May2025 17-month
31 December2023 12-month
Singapore
9,549,444
718,692
UK
4,666,966
4,840,657
USA
1,506,143
13,532
Total
15,722,553
5,572,881
Revenue is segmented by the country where it was received.
2. Operating expenses
Country
31 May2025 17-month
31 December2023 12-month
Singapore
9,799,132
833,170
UK
3,727,432
3,318,094
USA
1,422,006
156,118
Total
14,948,570
4,307,382
Expenses
31 May2025 17-month
31 December2023 12-month
Platformsand publishers'fees
14,808,969
3,892,351
Contractor fees
139,601
415,031
Total
14,948,570
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
The operating segments identifies based on internal reporting for decision-making. The Group is operated as one business with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision maker) considers that the Group has one operating segment. Therefore, no additional disclosure has been represented. Geographical disclosures are presented in the notes 1, 2.
4. Administrative expenses
Expenses
31 May2025 17-month
31 December2023 12-month
Wages & Salaries (top management)
1,023,874
438,266
Wages & Salaries
22,735
44,976
Social taxes (top management)
50,380
49,027
Social taxes
4,657
11,141
IT services and license fees
56,941
30,592
Voluntary medical insurance of employees
44,521
28,242
Business travel expenses
42,138
22,370
Automobile Expense
30,809
6,188
Staff Training
26,034
-
Advertising & Marketing
(28,668)
19,854
Other administrative expenses
23,678
11,308
Total
1,297,099
661,964
Staff details (administrative and operating)
Number of staff
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
UK
2
3
including Director
2
2
USA
1
2
including Director
1
1
Total
3
5
Staff cost (operating and administrative)
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Wages & Salaries (top management)
1,023,874
438,266
Wages & Salaries
22,735
44,976
Social taxes (top management)
50,380
49,027
Social taxes
4,657
11,141
Total
1,101,646
543,410
5. Non-operating income and expenses
Non-operating income
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Past years adjustment
505,961
-
Accruals cancelling
85,063
-
Receivables writing-off
37,883
-
VAT (tax agent) reversing
-
6,242
Provision for bad debts (gain)
-
6,702
Other non-direct income
9,043
3,043
Total
637,950
15,987
Non-operating expenses
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Past years adjustment
245,380
-
Accounts receivable written-off
55,427
8,004
Other non-operating expenses
1,856
22,938
Total
302,663
30,942
Past year adjustment (income):
In 2022 the investment in Storiesgain Pte Ltd was sold by Vox Valor Capital Pte. Ltd (Singapore). The cost of the investment was reflected through other comprehensive income in the stand-alone statement of profit or loss and other comprehensive income for the year ended 31 December 2022 of Vox Valor Capital Pte. Ltd (Singapore), instead of reducing the share premium amount. The reclassification adjustment was made in the current period in the stand-alone report of Vox Valor Capital Pte. Ltd (Singapore) and such reclassification doesn't have an effect on the total equity. In the Group report this adjustment reduces the accumulated losses amount.
Past year adjustment (loss):
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 recognized as a translation difference through other comprehensive income. As at 31 December 2024 the Company reconciled the balance and identified the discrepancy. The missed expenses were recognized through the current profit and loss. The amount recognized is a reclassification adjustment and doesn't affect total equity of the Group. Reclassified amounts have been recognized in other comprehensive income in the current or previous periods.
6. Reverse acquisition (RTO)
Expenses
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Consulting fees
-
29,544
Total
-
29,544
7. Interest income and expenses
Interest expenses
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
TDFD loan interest
935,536
494,727
AdTech loan
32,209
28,269
Mobile Marketing LLC
4,242
3,004
Rent interest
720
1,877
Total
972,707
527,877
8. Financial income/(expenses)
Financial income/(expenses)
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
FX differences
112,466
97,325
Bank fee
(6,523)
(4,706)
Total
105,943
92,619
9. Taxation
Profit tax
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
UK corporation tax (19%)
-
-
USA (21%)
-
-
Singapore corporation tax (17%)
-
(239)
Total current tax (1)
-
(239)
Deferred tax
Deferred tax UK
(87,476)
244,593
Deferred tax USA
106,633
124,232
Deferred tax Singapore
42,380
13,544
Total deferred tax(2)
61,537
382,369
Singapore corporation tax 2022 reversing*
(18 062)
-
Deferred taxin Profit and Loss report
(79 599)
-
Taxation on profit on ordinary activities (1 + 2)
61,537
382,130
Deferred tax in Statement of financial position - opening balance
448,155
58,162
Deferred tax in Statement of Profit and Loss during reporting period
61,537
382,369
Translation difference
12,063
7,624
Deferred tax in Statement of financial positionfor the period
521,755
448,155
Reconciliation of tax expense 1 January 2024 - 31 May 2025
Mobio Global
Mobio USA
Mobio Singapore
Total
Profit on ordinary activities before taxation
460,395
(507,774)
(249,295)
(296,674)
Tax rate
19%
21%
17%
Profit on ordinary activities multiplies by standard rate
87,476
(106,633)
(42,380)
(61,537)
Effects of:
(a) Actual taxes in reporting package
91,966
(106,633)
(42,380)
(57,047)
(b) Profit tax to be paid
-
-
-
-
(c) Translation difference
(4,490)
-
-
(4,490)
Total
87,476
(106,633)
(42,380)
(61,537)
Profit tax payable for 2022 cancelled*
-
-
(18,062)
(18,062)
Total deferred taxes in reporting package:
87,476
(106,633)
(60,442)
(79,599)
*In the current reporting period Mobio Singapore cancelled the accrued liability for income tax for 2022 in amount 18,062. Until 2024, local tax reporting was prepared as of May 31, while financial reporting was prepared as of December 31. According to the results of the local financial year for 2022, the company received a loss, thus the amount of tax accrued in 2022 reporting year is reversed in the current reporting period (January 1, 2024 till May 31, 2025).
Reconciliation of tax expense 2023 1 January 2023 - 31 December 2023
Mobio Global
Mobio USA
Mobio Singapore
Total
Profit on ordinary activities before taxation
(1,287,333)
(591,578)
(78,263)
(1,957,174)
Tax rate
19%
21%
17%
x
Profit on ordinary activities multiplies by standard rate
(244,593)
(124,232)
(13,305)
(382,130)
Effects of:
(a) Actual taxes in reporting package
(248,582)
(124,232)
(14,683)
(386,358)
(b) Profit tax to be paid
-
-
239
239
(c) Translation difference
3,989
-
-
3,989
Total
(244,593)
(124,232)
(14,444)
(382,130)
Including:
Deferred tax
(244,593)
(124,232)
(14,683)
(382,369)
Profit tax
-
-
239
239
No deferred income tax asset has been recognized in respect of the losses carried forward in Vox Capital Ltd and Vox Valor Capital Ltd, due to the uncertainty as to whether the Companies will generate sufficient future profits in the foreseeable future to prudently justify this.
9.1. Deferred taxes movement
1 January 2024 - 31 May 2025
Asof period beginning
Movements
Asof period end
Item
DeferredBS
Charge to profit or loss
Translationdifference
DeferredBS
Right-of-use assets
836
(841)
5
-
Property and equipment
339
28
21
388
Intangible assets
(1,731)
1,195
(39)
(575)
Trade receivables (payables)
(31,638)
(10,319)
389
(41,568)
Losses of previous years
480,349
71,474
11,687
563,510
Total
448,155
61,537
12,063
521,755
Deferred taxes movement
1 January 2023 - 31 December 2023
Asof period beginning
Movements
Asof period end
Item
DeferredBS
Charge to profit or loss
Translationdifference
DeferredBS
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
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 May 2025 the Group has outstanding Warrants issued to the NED Directors (Non-executive directors) and Stonedale Management and Investments Limited Ltd (Stonedale), which when exercised will convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333.
Stonedale Warrant Instrument
The Group and Stonedale entered into a warrant deed dated 30 September 2022, pursuant to which the Company had granted to Stonedale the Fee Warrants. The Fee Warrants represent 0.87 per cent of the Enlarged Ordinary Share Capital. The Fee Warrants are capable of being exercised for a price of £0.012 and for a term of three years from the date of Admission.
NED Warrant Instrument
The Group and the NED Directors entered into a warrant deed dated 30 September 2022, pursuant to which the Company had granted to NED Directors the NED Warrants. The NED Warrants represent 1.06 per cent of the Enlarged Ordinary Share Capital. The NED Warrants are capable of being exercised for a price of £0.012 and for a term of three years from the date of Admission.
Share issue
On 5 June 2023 the board decided to issue 20,000,000 shares to a third-party service provider and these shares have been issued on 26 November 2024. The value of shares is estimated at 60K GBP - the current price of the shares at the time of payment as per the relevant services agreement.
31 May 2025
31 December 2023
Loss for the period after tax for the purposes of basic and diluted earnings per share
(1,720,993)
(187,455)
Number of ordinary shares
2,388,395,171
2,368,395,171
Weighted average number of ordinary shares in issue for the purposes of basic earnings per share
2,375,590,529
2,368,395,171
Loss per share(cent)
(0.07)
(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
Group structure
Subsidiary undertakings
Country of incorporation
31 May 2025
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 vehicle. On April 27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the total purchase price is 30 000 USD.
Subsidiary undertakings
Country of incorporation
31 May 2025
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
31 May 2025
31 December 2023
Airnow Limited shares
12,438,095
10,641,147
Total
12,438,095
10,641,147
Airnow Limited is incorporated in the United Kingdom. Its registered office is Salisbury House, London Wall, London, EC2M 5PS. The principal activity of Airnow is the development of services to the mobile app community. The number of shares held in Airnow is 5,736,847 and represents a 6.37% holding. The shares in Airnow are directly held by Vox Valor Capital Singapore Pte Limited and Initium HK Ltd. This is a Level 2 financial instrument. Market value is derived based on the share price paid by unrelated investors in the most recent investment round. There is no amount still to be paid in respect of these shares. No amount is owed either to or from Airnow by the Group.
12. Tangible fixed assets
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Cost
Office equipment
Office equipment
As of period beginning
3,567
3,391
Translation difference
205
176
As of period end
3,772
3,567
Depreciation
As of period beginning
(1,783)
-
Depreciation accumulated
(1,794)
(1,743)
Translation difference
(195)
(40)
As of period end
(3,772)
(1,783)
Net book value
As of period beginning
1,784
3,391
As of period end
-
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
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Cost
Licenses
Licenses
As of period beginning
17,472
14,944
Additions
16,953
17,071
Disposals
(17,573)
(15,362)
Translation difference
971
819
As ofperiod end
17,823
17,472
Depreciation
As ofperiod beginning
(8,358)
(7,906)
Depreciation accumulated
(23,243)
(15,400)
Disposals
17,573
15,362
Translation difference
(770)
(414)
As of period end
(14,798)
(8,358)
Net book value
As of period beginning
9,114
7,038
As of period end
3,025
9,114
Depreciation is recognized in the income statements using the straight-line method over the estimated useful life:
· Licenses - validity period.
14. Right-of-use assets
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Cost
Leased server
Leased server
As of period beginning
81,487
77 451
Disposals
(81,959)
-
Translation difference
472
4 036
As of period end
-
81 487
Depreciation
As of period beginning
(32,255)
(11 295)
Additions
(10,245)
(19 906)
Disposals
42,687
-
Translation difference
(187)
(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
During the second half of 2024 the Company significantly reduced the volume of leased server space, recognition of the lease right was terminated on June 30, 2024. From July 1, 2024, server lease costs are recognized on a monthly basis based on invoices received. The interest expense recognised disclosed in Note 7.
15. Trade and other receivables
31 May 2025
31 December 2023
Trade receivables
1,820,070
1,126,412
Trade and other receivables - related parties
35,086
-
Prepayments
140,028
170,105
Total
1,995,184
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 recognized as short-term and are expected to be received within 60 days.
As of 31 May 2025
< 60 days
< 90 days
< 180 days
> 180 days
Total
Trade receivables (external)
1,820,070
-
-
-
1,820,070
Trade receivables (internal)
35,086
35,086
Total
1,855,156
-
-
-
1,855,156
As of 31 December 2023
< 60 days
< 90 days
< 180 days
> 180 days
Total
Trade receivables (external)
1,126,412
-
-
-
1,126,412
Trade receivables (internal)
-
-
-
-
-
Total
1,126,412
-
-
-
1,126,412
16. Cash and cash equivalents
Cash
31 May 2025
31 December 2023
Cash at bank
53,235
144,182
Total
53,235
144,182
17. Trade and other payables
Trade payables
31 May 2025
31 December 2023
Trade payables
2,282,022
612,171
Other payables and accruals
2,152
6,187
Total
2,284,174
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 May 2025
31 December 2023
Triple Dragon Funding Delta Ltd
Principal
2,754,171
2,120,000
AdTech Solutions Limited
Principal
302,641
323,043
AdTech Solutions Limited
Interest
107,122
74,882
Mobile Marketing LLC
Principal
40,000
40,000
Mobile Marketing LLC
Interest
13,379
9,085
Total
3,217,313
2,567,010
Short-term
31 May 2025
31 December 2023
Triple Dragon Funding Delta Ltd
Interest
30,639
94 950
Total
30,639
94 950
During the period ended 31 May 2025, the Group utilized a lending facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a floating charge over the property and undertakings of Vox Capital Ltd and Mobio Global Ltd. The facility bears interest at a rate of 2.25% per calendar month.
On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech Solutions Limited. The loan bears interest at the rate of 7.5% per annum.
19. Other long-term and lease liabilities
Lease liabilities
Lease liabilities
31 May 2025
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 recognized on a monthly basis based on invoices received.
20. Other short-term liabilities
Other liabilities
31 May 2025
31 December 2023
VAT payable (tax agent)
163,355
154,494
Current lease liabilities
-
21,011
Other liabilities
133,855
12,069
Total
297,210
187,574
21. Financial instruments
The Group's financial instruments may be analysed as follows:
Financial assets
31 May 2025
31 December 2023
Financial assets measured at amortised cost:
Cash at bank
53,235
144,182
Trade receivables (external)
1,820,070
1,126,412
Trade receivables (internal)
35,086
-
Other receivables
140,028
170,105
Total
2,048,419
1,440,699
Financial liabilities
31 May 2025
31 December 2023
Financial liabilities measured at amortised cost:
Trade payables (external)
2,282,022
612,171
Lease liabilities
-
53,630
Total
2,282,022
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:
31 May 2025
31 December 2023
Trade receivables
1,820,070
1,126,412
Trade and other receivables - related parties
35,086
-
Prepayments
140,028
170,105
Total
1,995,184
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.
Contractual maturities of financial liabilities as of 31 May 2025:
Less than 6 months
6-12 months
Between 1 and 2 years
Between 2 and 5 years
Carrying amount
Trade and other payables
2,284,174
-
-
-
2,284,174
Other liabilities
297,210
-
-
-
297,210
Corporation tax payable
-
-
-
-
-
Lease liabilities
-
-
-
-
-
Total
2,581,384
-
-
-
2,581,384
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
Other liabilities
166,563
-
-
-
166,563
Corporation tax payable
18,062
-
-
-
18,062
Lease liabilities
10,428
10,583
32,619
-
53,630
Total
813,411
10,583
32,619
-
856,613
The amounts disclosed in the tables below are the contractual undiscounted cash flows. Balances due within 17 months equal their carrying balances, because the impact of discounting is not significant.
Contractual maturities of financial liabilities as of May 31, 2025: the debt is short-term and expected to be settled within 6 months.
Interest rate risk
The Group is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed interest rates.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.
Reputational risks
The Management of the Group believes that at present there are no facts that could have a significant negative impact on the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms of rendering services, as well as the participation of the Group in any price agreement. Accordingly, reputational risks are assessed by the Group as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their carrying value.
Investment risk
The Group has a minority interest in a private company that gives it very little influence in how that business is conducted.
The Group owns 6.37% of the issued ordinary share capital of Airnow Limited. The remaining ownership interests in Airnow Limited is owned by third parties. Accordingly, the Company's decision-making authority in respect of Airnow Limited is limited. Airnow Limited is unlisted and so there is a limited pool of potential buyers of these shares which makes them relatively difficult to realise. Given the Group's minority interest in Airnow Limited it is unlikely to have much influence on the timing or form of an exit.
Country risks
On 4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion. Multilateral sanctions and restrictions were imposed on working with certain Russian legal entities and individuals. These circumstances caused unpredictable volatility in the stock and currency markets, in energy prices, general price level, the Bank of Russia's key interest rate and restrictions on flow of certain groups of goods. It is expected that these events may affect the business of companies in various countries and industries.
One of the Directors of the Group is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the United Kingdom and other countries. Since August 2, 2022 the Group does not provide to and receive services from Russian companies. The Management analyzes the current situation and possible solutions. At present, the duration of these events cannot be predicted and their impact on the future financial position and performance of the Group cannot be reliably assessed.
Other risks
The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services provision and compliance with information security of data. Also, the Group business depends on the availability, performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under the Group control.
The Group makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for providing advertising internet services.
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).
· Sergey Konovalov - international group member (the ultimate beneficiary).
· Vox Valor Holding Ltd - ultimate parent
· Mobio (Singapore) Pte. Ltd - subsidiary of Vox Valor Capital Ltd
· Vox Capital Ltd - subsidiary of Vox Valor Capital Ltd
· Vox Valor Capital Pte. Ltd - international group member (subsidiary of Vox Capital Ltd)
· Initium HK Ltd - international group member (subsidiary of Vox Capital Ltd)
· Mobio Global Ltd - international group member (subsidiary of Vox Capital Ltd)
· Mobio Global Inc - international group member (subsidiary of Mobio Global Ltd)
The affiliated parties of the Group are:
· Mobile Marketing LLC - through S. Konovalov.
· Adtech solutions limited - through S. Konovalov
· Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van Der Pijl
· Triple Dragon Limited - through Petrus Cornelis Johannes Van Der Pijl
· Triple Dragon Funding Delta Limited - through Petrus Cornelis Johannes Van Der Pijl
23.1. Transactions with related parties
· Trade and other receivables:
Debtor
Affiliated party
Description
31 May 2025
31 December 2023
Vox Capital Ltd
Vox Valor Holding Ltd.
Intercompany account
35,086
-
Total:
35,086
-
23.2. Transactions with affiliated parties
· Trade and other receivables:
Debtor
Affiliated party
Description
31 May 2025
31 December 2023
Mobio GlobalLtd
Adtech SolutionsLtd
Service agreement
94,590
453,264
Mobio GlobalLtd
Mobile Marketing LLC
Service agreement
213,696
181,942
Total:
308,286
635,206
· Trade and other payables:
Creditor
Affiliated party
Description
31 May 2025
31 December 2023
Mobio GlobalLtd
Mobile Marketing LLC
Audit fees compensation
41,207
40,240
Mobio (Singapore) PteLtd
Mobile Marketing LLC
Audit fees compensation
15,734
15,470
Total:
56,941
55,710
· Loans:
Creditor
Affiliated party
Description
31 May 2025
31 December 2023
Vox CapitalLtd
Triple Dragon Funding DeltaLtd
Principal
2,754,171
2,120,000
Vox CapitalLtd
Triple Dragon Funding DeltaLtd
Interest
30,639
94,950
Mobio GlobalLtd
Adtech solutions Ltd
Principal
302,641
323,043
Mobio GlobalLtd
Adtech solutions Ltd
Interest
107,122
74,882
Vox CapitalLtd
Mobile Marketing LLC
Principal
40,000
40,000
Vox CapitalLtd
Mobile Marketing LLC
Interest
13,379
9,085
Total:
3,247,952
2,661,960
· Sales revenue:
Contractor
Affiliated party
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Mobio Global Ltd
Adtech Solutions Ltd
3,771,184
1,921,105
Mobio Global Ltd
Triple Dragon Services OÜ
-
880,082
Mobio (Singapore) PteLtd
AdtechSolutions Ltd
7,873,583
683,540
Mobio (Singapore) PteLtd
Triple Dragon Services OÜ
(44,500)
-
11,600,267
3,484,727
· Operating expenses:
Contractor
Affiliated party
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Mobio Global Ltd
Triple Dragon Services OÜ
-
38,500
Mobio (Singapore) PteLtd
Triple Dragon Limited
-
34,807
-
73,307
· Administrative expenses:
Contractor
Affiliated party
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Mobio Global Ltd
Adtech solutions Ltd
-
378
-
378
· Interest expenses:
Contractor
Affiliated party
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Vox Capital Ltd
Triple Dragon Funding DeltaLtd
935,536
494,727
Mobio Global Ltd
AdtechSolutions limited
32,209
28,269
Vox Capital Ltd
Mobile Marketing LLC
4,242
3,004
971,987
526,000
· Other income:
Contractor
Affiliated party
1 January 2024 - 31 May 2025 17 months
1 January 2023 - 31 December 2023 12 months
Mobio Global Ltd
Adtech solutions limited
-
3 013
-
3 013
Remuneration paid to key management personnel:
Holding company
Subsidiary companies
Total
Directors Remuneration 17months' 2025
384,146
639,728
1,023,874
Directors Remuneration 12 months' 2023
-
438,266
438,266
24. Share capital and shares issued
31 December 2023
Adjustments 2021-2022
Additions (Note 25)
31 May 2025
Share capital
194,426
1,453
-
195,879
Share premium
13,424,392
73
(278,750)
13,145,715
Total
13,618,818
1,526
(278,750)
13,341,594
Share capital:
Date
Share capital
Exchangerate
Share capital
GBP
USD
07.05.2020
50,000
1,23467
61,733
08.10.2020
50,000
1,29461
64,731
14.10.2020
27,057
1,30223
35,235
31.12.2020
18,612
1,36631
25,429
15.07.2022
6,154
1,18580
7,298
22.07.2022
-
1,20100
-
As of 31 December 2024
151,823
194,426
31.03.2021
2,320
1,37832
3,198
03.08.2022
(1,436)
1,21471
(1,745)
As of 31 May 2025
152,707
195,879
Adjustments 2021-2022:
During the inventory of the Share capital, it was revealed that 2 transactions were not reflected in the accounting registers:
31.03.2021 - Share capital increase due to shares allotment to Sergey Konovalov.
08.08.2022 - Share capital reduction due to Sergey Konovalov shares reduced.
Share capital amount adjusted as of reporting date.
Share premium
Date
Share premium
Exchangerate
Share premium
GBP
USD
07.05.2020
-
1,23467
-
08.10.2020
6,343,000
1,29461
8,211,725
14.10.2020
1,712,705
1,30223
2,230,329
31.12.2020
1,656,388
1,36631
2,263,143
15.07.2022
857,975
1,18580
1,017,387
22.07.2022
(248,287)
1,20100
(298,192)
As of 31 December 2024
10,321,781
13,424,392
31.10.2020
54
1,36631
73
31.05.2025 (Note 25)
(250,000)
1,11500
(278,750)
As of 31 May 2025
10,071,835
13,145,715
During the inventory of the Share premium, it was revealed that the transactions dated 31 October 2020 were posted incorrectly in the accounting ledgers. The share premium amount has been adjusted as of the reporting date.
All shares fully paid.
24.1. In the report for 2022, an error was made in the presentation of information: the decrease in share premium due to the disposal of Mobile Marketing LLC was reflected not through share premium, but through translation differences. This error did not have an effect on total equity. In the report for 2023, the error is leveled out: the amount is reflected in the share premium in correspondence with translation differences in the statement of changes in equity.
Share premium
Translation difference
Balance at 1 January 2023
13,660,572
(873,353)
Transactions with owners
(236,180)
236,180
Results from activities
-
416,730
Balance at 31 December2023
13,424,392
(220,443)
25. Share based payment
Share issue
On 5 June 2023 the board decided to issue 20,000,000 shares to a third-party service provider and these shares have been issued on 26 November 2024. The value of shares is estimated at 60K GBP - the current price of the shares at the time of payment as per the relevant services agreement.
Share based payment reserve
In September 2022 the company has granted warrants over ordinary shares:
Fee warrants - 20,8333,333
NED warrants - 25,000,000
They are vesting on 30 September 2025.
NED Warrants - these represent equity-settled share-based payments to directors. They should be measured at fair value at the grant date and expensed over the three-year vesting period.
Fee Warrants - these were issued to Stonedale in return for advisory services on the reverse takeover. These costs are directly attributable to equity issuance and are recognised in equity rather than the income statement.
Management believes that the NED warrants are likely to expire at the end of the term and are not expected to be exercised as they are deeply out of the money. Fee warrants will not be extended.
26. Capital management
The Group's objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and benefits for other stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
27. Environmental, Social and Governance (ESG).
Environment
Carbon footprint reduction.
Vox Valor Capital is committed to cutting its carbon footprint across the Group, whilst also seeking to become more energy efficient. The Company has used online video conferencing platforms throughout the pandemic and, where practicable, will continue to promote this for the majority of internal meetings to minimize travel footprint.
Reducing waste.
All staff actively engage in the recycling of all waste materials wherever possible.
Software development and servicing marketing campaigns for customers. Business activity of the Group includes mainly working on computers with relatively small negative effect on the environment. Management uses new technologies providing economy on electric resources.
Social
Diversity & Inclusion
Vox Valor Capital is committed to the equal treatment of all employees and prospective employees regardless of their background, gender, race, marital status, ethnic origin, disability or sexual orientation. The Company recognizes how important its people are in the success of the business. The Group is proud to recruit, develop and retain the most talented people from all different backgrounds. Vox Valor Capital understands the importance of diversity across the business to foster collaboration and a culture which strives to deliver the Group's strategy.
Career development
The Board believes that good progression opportunities for our team members are offered within the Group's businesses.
Health and Safety
Vox Valor Capital holds health and safety as a standing focus, for employees. All health and safety incidents are reported to the senior management regularly.
Anti-slavery statement
The Group is committed to effective systems and controls being in place to ensure the Modern Slavery Act 2015 is upheld throughout the business and that partners and affiliates, throughout the supply chain, have similarly high standards and respect all local and international laws and regulations.
Governance
Corporate governance statement
The Board believes in the value and importance of strong corporate governance, at executive level and throughout the operation of the business, and in our accountability to all stakeholders.
Future ESG goals
The Company recognizes that further progress can be made towards a sustainable future and has set the following goals:
- encourage employees to use recyclable or biodegradable materials,
- continue to recruit locally,
- continue promoting recycling across the Group,
- establish an ESG/sustainability committee.
28. Climate change
The Company takes into account the interconnection of climate risks with other types of risks and, on this basis, manages them as part of its overall risk management process. This analyses both transition risks (political, legal, technological, market, reputational, related to changes in demand and consumer preferences) and physical risks (related to the physical effects of climate change, natural disasters, extreme weather conditions) that may affect the company's operations. At the same time, the approach to identifying and assessing climate risks is based on the TCFD recommendations.
The Company's strategy on this issue is based on the results of a regular inventory of climate risks and their analysis, taking into account business continuity conditions and the impact on business processes for strategic and financial planning. The Company forecasts and takes into account macroeconomic and industry trends, long-term market trends and basic factors underlying the dynamics of demand, supply and demand for information products.
Based on this approach, the Company develops a Risk and Opportunity Management Program, the results of which are submitted for discussion by the Board of Directors with a regular assessment of the quality of such management
29. Events after the reporting date
In the period between the reporting date and the date of signing the financial statements for the reporting year, there were no other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the organization and which should be reflected.
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025
In US Dollars
Notes
31 May 2025
31 December 2023
ASSETS
Non-current assets
Investments
3
9,422,964
33,665,558
Total non-current assets
9,422,964
33,665,558
Current assets
Trade and other receivables
4
-
6,793
Cash at bank
818
400
Total current assets
818
7,193
TOTAL ASSETS
9,423,782
33,672,751
LIABILITIES
Current liabilities
Trade and other payables
5
603,060
330,463
Total current liabilities
603,060
330,463
TOTAL LIABILITIES
603,060
330,463
NET ASSETS
8,820,722
33,342,288
EQUITY
Share capital
9
1,605,600
1,605,600
Share premium
(278,750)
-
Share based payment reserve
613,250
-
Consideration Shares
10
29,559,116
33,664,794
Accumulated losses
(27,553,718)
(1,948,051)
Foreign currency translation reserve
4,875,224
19,945
TOTAL EQUITY
8,820,722
33,342,288
Approved
_________________
Managing Director _____________________ Konstantin Khomyakov
26 September 2025
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025
In US Dollars
Notes
31 May 2025 17-month
31 December 2023 12-month
Sales revenue
-
-
Total income
-
-
Other operating expenses
1
(799,378)
(125,394)
OPERATING PROFIT/(LOSS)
(799.378)
(125,394)
Non-operating income/(expenses)
3
(24,801,314)
(8,005)
NON-OPERATING RESULT
(24,801,314)
(8,005)
Financial income/(expenses)
1
(4,975)
2,893
FINANCIAL RESULT
(4,975)
2,893
Income tax expense
2
-
-
LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
(25,605,667)
(130,506)
OTHER COMPREHENSIVE INCOME
Foreign currency translation reserve
4,855,279
(163,086)
TOTAL COMPREHENSIVE INCOME/ (LOSS)FOR THE PERIOD
(20,750,388)
(293,592)
Approved
_________________
Managing Director _____________________ Konstantin Khomyakov
26 September 2025
STATEMENT OF CHANGES OF EQUITY
FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025
In US Dollars
Notes
Share Capital
Share premium
Share based payment reserve
Consideration Shares
Retained earnings
Foreign currency translation reserve
Total equity
Balance at 1 January 2024
1,605,600
-
-
33,664,794
(1,948,051)
19,945
33,342,288
Proceeds from issuance of ordinary shares
10
-
-
-
75,450
-
-
75,450
Retained earnings
-
-
-
-
(25,605,667)
-
(25,605,667)
Other comprehensive income
10.1
-
(278,750)
613,250
(4,181,128)
-
4,855,279
1,008,651
Balance at 31 May 2025
1,605,600
(278,750)
613,250
29,559,116
(27,553,718)
4,875,224
8,820,722
Notes
Share Capital
Share premium
Share based payment reserve
Consideration Shares
Retained earnings
Foreign currency translation reserve
Total equity
Balance at 1 January 2023
1,605,600
-
-
33,664,794
(1,817,545)
183,031
33,635,880
Proceeds from issuance of ordinary shares
-
-
-
-
-
-
-
Retained earnings
-
-
-
-
(130,506)
-
(130,506)
Other comprehensive income
-
-
-
-
-
(163,086)
(163,086)
Balance at 31 December2023
1,605,600
-
-
33,664,794
(1,948,051)
19,945
33,342,288
Approved
_________________
Managing Director _____________________ Konstantin Khomyakov
26 September 2025
STATEMENT OF CASH FLOWS
FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025
In US Dollars
31 May 2025
31 December 2023
Cash flow from operating activities
Loss before tax
(25,605,667)
(130,506)
Investment impairment
24,897,145
-
Director's remuneration reserve
384,146
-
Other expenses
-
1
Changes in working capital
Other payables
(84,917)
(245,450)
Other payables - related parties
364,307
213,397
Total cash provided by operating activities
(44,986)
(162,558)
Cash flow from financing activities
Proceeds from issuance of ordinary shares
75,450
-
Net cash generated from financing activities
75,450
-
Net increase / (decrease) in cash and cash equivalents
30,464
(162,558)
Translation difference
(30,046)
17,394
Cash and cash equivalents at beginning of year
400
145,564
Cash and cash equivalents at end of year
818
400
Approved
_________________
Managing Director _____________________ Konstantin Khomyakov
26 September 2025
Company information
Vox Valor Capital LTD (the "Company").
Vox Valor Capital LTD (old name Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The registered office of the Company is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.
Subsidiaries:
· Vox Capital Ltd United Kingdom 100% ownership by Vox Valor Capital LTD
· Mobio (Singapore) Pte Ltd Singapore 100% ownership by Vox Valor Capital LTD
Originally, the Company's nature of operations is to act as a special purpose acquisition company. On 30 September 2022, the Company purchased Vox Capital Plc and from that moment the principal activity of the Company is a business in the digital marketing, advertising and content sector.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of The Company are: Peiter Van Der Pijl, Stefans Keiss, Pavel Vasilchenko and Sergey Konovalov.
Management (Directors)
Since 30 September 2022:
· John G Booth (Non-Executive Chairman)
· Konstantin Khomyakov (Finance Director)
· Rumit Shah (Non-Executive Director)
Going concern
At the reporting date, the Company had cash balance of $818 (£608).
These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to be able to meet its liabilities as and when they fall due in the foreseeable future.
ACCOUNTING POLICIES
The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee ("IFRIC") interpretations.
The financial statements are presented in US dollar ($).
The notes are an integral part of the financial statements.
Reporting period
The accounting reference date was changed from 31 December to 31 May with immediate effect. These financial statements cover a reporting period of 17-months to 31 May 2025, with comparative information relating to a 12- month period to 31 December 2023. The comparative information is not entirely comparable with the current reporting period.
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.
Principles for foreign currency translation
The functional currency of the Company is Great Britain pounds (GBP), since the main operating activity of the Company is in the London, UK, and this affects the pricing of the Company's services, the Company's expenses related to the provision of services are also determined in GBP in most cases. The Company maintains accounting records and prepares obligatory tax reports also in GBP.
Receivables, liabilities, and obligations denominated are translated in presentation currency at the exchange rates prevailing as at statement of financial position date. Income and expenses for each statement of profit or loss are translated at average exchange rate for the reporting period. The exchange differences resulting from the translation as at statement of financial position date, taking into account possible hedging transactions, are recorded in the profit and loss account as other comprehensive income (loss).
The nominal value of the share capital and other share components are denominating in GBP, are translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the line "Other comprehensive income" in the statement of financial position.
For the consolidation purposes the FX rates from https://www.exchangerates.org.uk/ and https://www.xe.com/ taken.
GBP/USD
31.05.2025
GBP/USD
31.12.2023
Closing rate
1,3461
Closing rate
1,2731
Average rate
1,2805
Average rate
1,2439
Investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognized immediately in profit or loss (IAS 36 Impairment of Assets). Impairment losses are reflected in non-operating expenses of Statement of profit and loss and other comprehensive income. Reversals of impairment losses are reflected in non-operating income.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long-term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the indirect method.
Financial instruments
Financial assets and financial instruments are recognised on the statement of financial position when the Company becomes a party to the contractual provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them.
The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.
As at the reporting date, the Company did not have any financial assets subsequently measured at fair value.
Financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.
Taxation
The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred income tax is provided for using the liability method on temporary differences at the reporting date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to be recovered.
Operating segments
The operating segments identifies based on internal reporting for decision-making. The Company is operated as one business with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision maker) considers that The Company has one operating segment.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have been issued by International Accounting Standards Board but are not yet effective and in some cases have not yet been adopted. The Directors do not expect that the adoption of these standards will have a material impact on the financial statements of the Company in future periods.
ACCOUNTS BREAKDOWN AND NOTES
1. Current year earnings
Other operating expenses
31 May 2025 17-month $
31 December 2023 12-month $
Director's remuneration reserve
(384,146)
-
Professional Service Fees
(266,889)
(38,317)
London Stock Exchange fee
(81,377)
-
Audit & accountancy fees
(52,385)
(49,758)
IT Software and Consumables
(13,107)
-
Directors' Remuneration
-
(7,775)
Legal Expenses
(1,474)
(29,544)
Total
(799,378)
(125,394)
31 May 2025 17-month $
31 December 2023 12-month $
Non-operating income/(expense)
Accruals cancelling
57,826
-
Accounts payable writing-off
37,883
-
Other income
779
-
Investment impairment (Note 3)
(24,897,145)
-
Other expenses
(657)
(8,005)
Non-operating result
(24,801,314)
(8,005)
Financial income/expense
31 May 2025 17-month $
31 December 2023 12-month $
FX difference (gain)
-
2,893
FX difference (loss)
(4,975)
-
Total
(4,975)
2,893
2. Income tax expense
The Company is regarded as resident for the tax purposes in Cayman Islands. No tax is applicable to the Company for the period ended 31 May 2025.
The Company has incurred indefinitely available tax losses of $27,553,718 (2023: $1,948,051) to carry forward against future taxable income. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.
3. Investments in subsidiaries
As at the period ended 31 May 2025, the Company had the subsidiaries:
Subsidiary undertakings
Country of incorporation
31 December 2023
31 December 2022
Vox Capital Ltd
United Kingdom
100%
100%
Mobio (Singapore) Pte Ltd
Singapore
100%
-
Investment:
Cost as of 31 December 2023 $
Movement
31 May 2025 $
Revaluation
Impairment
$
$
Vox Capital Ltd.
33,664,794
654,315
(24,897,145)
9,421,964
Mobio (Singapore) Pte Ltd
764
236
-
1,000
Total
33,665,558
654,315
(24,897,145)
9,422,964
Investment impairment.
Management did the impairment test as at 31/05/2025 and Investment in Vox Capital Group was revalued to the value of net asset of the Group corresponding with the Retained earnings.
4. Trade and other receivables
31 May 2025 $
31 December 2023 $
Prepayments
-
6,793
Total
-
6,793
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.
5. Trade and other payables
Other payables
31 May 2025 $
31 December 2023 $
Other creditors
25,356
117,066
Total
25,356
117,066
Other payables - related parties
31 May 2025 $
31 December 2023 $
Vox Capital Ltd
576,704
212,633
Mobio Global Ltd
1,000
764
Total
577,704
213,397
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.
6. Financial instruments
The Company's financial instruments may be analysed as follows:
Financial assets
31 May 2025 $
31 December 2023 $
Financial assets measured at amortised cost:
Cash at bank
818
400
Other receivables
-
6,793
Total
818
7,193
Financial liabilities
31 May 2025 $
31 December 2023 $
Financial liabilities measured at amortised cost:
Other payables - related parties
577,704
213,397
Other payables
25,356
117,066
Total
603,060
305,349
The Company's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised fair value gains of nil (2023: nil).
7. Financial risk management
The Company is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All the Company's financial instruments are classified trade and other receivables. The Company does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Company is exposed are described below:
Credit risk
The Company's credit risk is primarily attributable to deposits with banks. The Company manages its deposits with banks or financial institutions by monitoring credit ratings and limiting the aggregate risk to any individual counterparty. The Company's exposure to credit risk on cash and cash equivalents is considered low as the bank accounts are with banks with high credit ratings.
Liquidity risk
Liquidity risk is the situation where the Company may encounter difficulty in meeting its obligations associated with its financial liabilities. The Company seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs and to invest cash assets safely and profitably.
Interest rate risk
The Company is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed interest rates.
Reputational risks
The Management of the Company believes that at present there are no facts that could have a significant negative impact on the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms of rendering services, as well as the participation of The Company in any price agreement. Accordingly, reputational risks are assessed by the Company as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their carrying value.
Country risks
4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion, multilateral sanctions and restrictions were imposed on work with certain Russian legal entities and individuals. These circumstances caused unpredictable volatility in the stock and currency markets, in energy prices, general price level, the Bank of Russia's key interest rate and restrictions on flow of certain groups of goods. It is expected that these events may affect the business of companies in various countries and industries.
One of the Directors of the Company is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the United Kingdom and other countries. The Company does not provide to and receive services from Russian companies.
The Management analyzes the current situation and possible solutions. At present, the duration of these events cannot be predicted and their impact on the future financial position and performance of the Company cannot be reliably assessed.
Other risks
The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services provision and compliance with information security of data. Also, The Company business depends on the availability, performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under The Company control.
The Company makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for providing advertising internet services.
8. Related parties transactions
Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant influence in making financial and operational decisions.
The related parties of the Company are:
· Petrus Cornelis Johannes Van Der Pijl - Director, international group member (the ultimate beneficiary).
· Stefans Keiss - international group member (the ultimate beneficiary).
· Sergey Konovalov - international group member (the ultimate beneficiary).
· Vox Valor Holding Ltd - ultimate parent
· Mobio (Singapore) Pte.Ltd - subsidiary of Vox Valor Capital Ltd
· Vox Capital Ltd - subsidiary of Vox Valor Capital Ltd
· Vox Valor Capital Pte. Ltd - international group member (subsidiary of Vox Capital Ltd)
· Initium HK Ltd - international group member (subsidiary of Vox Capital Ltd)
· Mobio Global Ltd - international group member (subsidiary of Vox Capital Ltd)
· Mobio Global Inc - international group member (subsidiary of Mobio Global Ltd)
Transactions with related parties:
Other payables - related parties
31 May 2025 $
31 December 2023 $
Vox Capital Ltd
576,704
212,633
Mobio Global Ltd
1,000
764
Total
577,704
213,397
9. Share capital
Number of shares
Share capital £
Share capital $
As at 31 December 2023
143,999,998
1,440,000
1,605,600
Additional
-
-
-
As at 31 May 2025
143,999,998
1,440,000
1,605,600
10. Consideration Shares
Share issue
On 5 June 2023 the board decided to issue 20,000,000 shares to a third-party service provider and these shares have been issued on 26 November 2024. The value of shares is estimated at 60K GBP - the current price of the shares at the time of payment as per the relevant services agreement.
1.1. There was the mistake in the presentation of information in the statement of changes in equity for 2023 and earlier: Consideration Shares were reflected at a revalued amount as of the reporting date. Since equity items, under IAS 21, must be reflected at historical cost, changes were made to the report for the current year. This entry is a reclassification adjustment and does not affect the total equity.
11. Capital management
The Company's objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and benefits for other stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, The Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
12. Events after the reporting date
In the period between the reporting date and the date of signing the financial statements for the reporting year, there were no other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the organization and which should be reflected.
The Company intends to expand its presence in the international advertising market in the coming years.
13. Auditors' limitation liability agreement
An auditors' limitation of liability agreement has been approved by the members for the 17-month period ended 31 May 2025. The principal terms and conditions are as below:
- The agreement limits the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the Company's group and parent accounts and pursuant to this agreement the auditor may be guilty in relation to the Company.
- The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above.
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