RNS Number : 5898U
Vox Valor Capital Limited
27 February 2026
27 February 2026
Vox Valor Capital Limited
("Vox Valor", the "Company" or the "Group")
Interim Results for the six months ended 30 November 2025
Vox Valor (LSE: VOX), is pleased to announce its unaudited interim financial statements for the six-month period ended 30 November 2025
For additional information please contact:
Konstantin Khomyakov
Tel: +1 (345) 949-4544
Email: ir@voxvalor.com
AlbR Capital Limited
David Coffman / Dan Harris
Tel: +44 (0)207 399 9400
INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
I am pleased to present the Vox Valor Capital Limited ("Vox Valor" or "the Company") unaudited interim results for the six months ended 30 November 2025.
About the Company
The Vox Valor Group ("Vox Valor Group" or "the Group") is engaged in providing mobile marketing and advertising related services and these are conducted through its 100% owned UK operating subsidiary Mobio Global Limited ("Mobio Global"), its 100% owned Singapore operating subsidiary Mobio Singapore Pte Ltd. ("Mobio Singapore") and its 100% owned US operating subsidiary Mobio Global Inc. ("Mobio US"). The Group employs 30 contractors and employees in total across its subsidiaries.
The Group was formed in 2022 upon the reverse takeover ("RTO") of Vox Capital Limited, a company that acquired Mobio in 2020 as part of its strategy to grow its mobile marketing and advertising technology services and product offering and to grow Mobio in the European and American markets.
Mobio operates as the Group's specialist mobile growth platform, delivering performance-led marketing solutions to developers and publishers of mobile applications and games. Its principal capability is user acquisition, where it designs, executes and optimises data-driven campaigns across major digital channels to deliver scalable growth. These campaigns are structured to achieve efficient cost-per-action metrics while supporting sustainable expansion of clients' user bases and revenue generation.
Alongside user acquisition, Mobio provides a complementary suite of services designed to enhance overall marketing effectiveness. These include app store optimisation, aimed at improving organic visibility and conversion performance within leading app marketplaces, and retargeting solutions delivered via the Group's proprietary Feedwise platform to re-engage existing users and increase lifetime value. Mobio also develops mobile-focused creative assets and video content for clients that do not maintain in-house production capability, and provides digital strategy and advisory services to support broader growth objectives.
While the Group continues to broaden its client portfolio across Mobio Global, Mobio Singapore and Mobio US, the United States remains the principal strategic focus given the scale and depth of the US adtech market.
Summary of Trading Results
Management's focus in the reporting period was on the Group's financial performance.
For the 6 months' period ended 30 November 2025, Vox Valor reported revenues of USD 5.2m (2024: USD 6.2m), including:
1 June - 30 November 2025
1 June - 30 November 2024
Mobio Singapore
USD 3.2m
USD 3.6m
Mobio Global US
USD 1.1m
USD 0.6m
Mobio Global UK
USD 0.9m
USD 2.0m
The reduction in Group revenue to USD 5.2m (2024: USD 6.2m) reflects a deliberate reallocation of commercial focus and investment during the period. In line with the Board's strategy to prioritise the United States - the Group's largest addressable market within the global adtech sector - resources were increasingly directed towards expanding Mobio Global US. This resulted in revenue growth in the US business to USD 1.1m (2024: USD 0.6m), alongside a corresponding increase in its cost base as the Group invested in sales capability, partnerships and market footprint to support scalable growth.
Operating expenses were USD 4.6m for the 6 months' period ended 30 November 2025 (2024: USD 5.9m).
1 June - 30 November 2025
1 June - 30 November 2024
Mobio Singapore
USD 3.3m
USD 3.7m
Mobio Global US
USD 1.1m
USD 0.7m
Mobio Global UK
USD 0.2m
USD 1.5m
Conversely, turnover in the UK declined to USD 0.9m (2024: USD 2.0m), reflecting a reduced emphasis on lower-margin activity and a more selective client strategy in that market. The prior period included a number of campaigns and customer relationships that were not renewed as the Group shifted capital and management attention towards higher-growth opportunities in the US. The associated reduction in UK operating expenses to USD 0.2m (2024: USD 1.5m) demonstrates active cost management and the repositioning of the Group's operating model in support of its strategic priorities.
Outlook
The board is cautiously optimistic that the Group will be able to continue its revenue growth trajectory and contain its operating expenses despite continued inflation, which may increase the cost of the services that the Group provides. The Board is also continuing to evaluate any acquisition and commercial partnership opportunities in the wider mobile marketing and advertising sector, including digital and mobile marketing opportunities in the Web3 and blockchain sector and further announcements will be made as and when the Group enter into any binding commitments or agreements.
Going Concern
The day to day working capital requirements and investment objectives are met by existing cash resources, available credit facilities and the issue of equity. At 30 November 2025, the Group had cash balances of USD 65k and available credit lines. The Group's forecasts and projections, taking into account reasonably possible changes in the level of overheads, indicate that the company should be able to operate within its available cash resources. At the time of approving these interim financial statements the Directors have a reasonable expectation that the Group has adequate resources to continue operations for the foreseeable future. Group continue to adopt the going concern basis of accounting in preparing the financial statements.
Interim Financial Information
The interim financial report has not been audited or reviewed by auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information.
Post-Period Events
There are no significant events occurred after reporting date.
Principal Risks and Uncertainties
Risk consideration is the essence of all business and investment activities and in relation to risk, the Company's primary objective is to minimise the likelihood of a material adverse outcome arising from causes that are reasonably foreseeable, which includes both 'upside' (opportunities) and 'downside' (threats) risks.
The principal risks and uncertainties for the remaining 6 months of the current financial period remain unchanged from those described in the Company's annual report for the year ended 31 May 2025.
ALL FIGURES ARE IN US DOLLARS
Unaudited condensed consolidated statement of profit or loss and other comprehensive income
for the 6-month period ended 30 November 2025
Notes
30 November 2025
30 November 2024
Operating income and expenses
Sales revenue
1
5,170,751
6,207,479
Total income
5,170,751
6,207,479
Operating expenses
2
(4,552,693)
(5,850,502)
Administrative expenses
4
(292,119)
(311,287)
Audit and accountancy fees
(139,292)
(76,795)
London Stock Exchange fee
(34,616)
(36,410)
Professional services
(33,500)
(83,443)
Contractors' fees
-
(35,824)
Legal and consulting fees
(21,304)
(56,578)
Depreciation of tangible/intangible assets
11, 12
(3,016)
(9,530)
Right-of-use assets expense
13
-
(1,723)
Total operating costs
(5,076,540)
(6,462,092)
OPERATING PROFIT (LOSS)
94,211
(254,613)
Non-operational income and expenses
Non-operating income
5
432,171
5,155
Non-operating expenses
5
(267)
(3,511)
NET NON-OPERATING RESULT
431,904
1,644
Financial income and expenses
Interest income/(expenses)
6
(396,390)
(341,293)
Financial income/(expenses), net
7
(53,226)
(21,808)
NET FINANCIAL RESULT
(449,616)
(363,101)
PROFIT (LOSS) BEFORE TAX
76,499
(616,070)
Profit tax
-
-
Deferred taxes
8
(72,578)
6,059
PROFIT/(LOSS) FOR THE PERIOD
3,921
(610,011)
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to profit or loss
Foreign currency translation reserve
(218,027)
82,936
OTHER COMPREHENSIVE INCOME
(218,027)
82,936
TOTAL COMPREHENSIVE INCOME/(LOSS)FOR THE PERIOD
(214,106)
(527,075)
Basic and diluted loss per share
0,0002
(0,03)
Unaudited condensed consolidated statement of financial position as at 30 November 2025
Notes
30 November 2025
31May2025
ASSETS
Non-current assets
Investments
10
12,240,259
12,438,095
Deferred tax assets
8
447,287
521,755
Intangible assets
12
-
3,025
Total non-current assets
12,687,546
12,962,875
Current assets
Trade and other receivables
14
1,832,441
1,995,184
Cash at bank
15
64,809
53,235
Total current assets
1,897,250
2,048,419
TOTAL ASSETS
14,584,796
15,011,294
EQUITY AND LIABILITIES
EQUITY
Share Capital
22
195,879
195,879
Share premium
22
13,424,465
13,145,715
Share based payments
24
2,002,170
2,002,170
Share based payment reserve
24
-
613,250
Revaluation reserve
1,526,952
1,526,952
Retained earnings
(8,845,253)
(8,849,174)
Foreign currency translation reserve
329,139
547,166
TOTAL EQUITY
8,633,352
9,181,958
LIABILITIES
Non-current liabilities
Loans (long term)
17
3,421,376
3,217,313
Total non-current liabilities
3,421,376
3,217,313
Current liabilities
Trade and other payables
16
2,316,164
2,284,174
Other short-term liabilities
18
181,137
297,210
Loans (short term)
17
32,767
30,639
Total current liabilities
2,530,068
2,612,023
TOTAL LIABILITIES
5,951,444
5,829,336
TOTAL EQUITY AND LIABILITIES
14,584,796
15,011,294
Unaudited condensed consolidated statement of changes in equity for the period ended 30 November 2025
Notes
Share Capital
Share premium
Share based payments
Share based payment reserve
Revaluation reserve
Retained earnings
Foreign currency translation reserve
Total equity
Balance at 1 June 2025
195,879
13,145,715
2,002,170
613,250
1,526,952
(8,849,174)
547,166
9,181,958
Transactions with owners
-
-
-
-
-
-
-
-
Results from activities
-
-
-
-
-
3,921
-
3,921
Other comprehensive income
24
-
278,750
-
(613,250)
-
-
(218,027)
(552,527)
Balance at 30 November2025
195,879
13,424,465
2,002,170
-
1,526,952
(8,845,253)
329,139
8,633,352
Notes
Share Capital
Share premium
Share based payments
Share based payment reserve
Revaluation reserve
Retained earnings
Foreign currency translation reserve
Total equity
Balance at 1 January 2024
194,426
13,424,392
1,926,720
-
854,196
(7,128,181)
(220,443)
9,051,110
Transactions with owners
24
1,453
73
75,450
-
-
-
-
76,976
Results from activities
-
-
-
-
-
(1,720,993)
-
(1,720,993)
Other comprehensive income
24
-
(278,750)
-
613,250
672,756
-
767,609
1,774,865
Balance at 31 May2025
195,879
13,145,715
2,002,170
613,250
1,526,952
(8,849,174)
547,166
9,181,958
Unaudited condensed consolidated statement of cash flows for the period ended 30 November 2025
Notes
30November2025
31 May 2025
OPERATING ACTIVITIES
Loss before taxation
76,499
(1,800,592)
Adjustments for
Interest not paid (received)
17
236,872
701,262
Director's remuneration reserve
(402,621)
384,146
Depreciation of tangible/intangible fixed assets
11, 12
3,016
19,981
Depreciation of right-of-use assets
13
-
10,226
Other expenses
-
(8,115)
Trade and other receivables
14
162,743
(698,667)
Trade and other payables
16
31,990
1,665,816
Other liabilities
18
(116,073)
130,647
Accrued expenses
-
(20,448)
Cash used in operations
(7,574)
384,256
Taxes reclaimed (paid)
-
-
Total cash flow used in operating activities
(7,574)
384,256
INVESTMENT ACTIVITIES
Purchase/disposal of other intangible assets
12
-
(16,921)
Total cash flow used in investment activities
-
(16,921)
FINANCING ACTIVITIES
Changes the value of Investments
24
-
75,450
Loans given/received
17
-
(20,401)
Financial obligations (right-of-use)
-
(6,268)
Interest paid (right-of-use)
-
(718)
Total cash flow from financing activities
-
48,063
NET CASH FLOW
(7,574)
415,398
Exchange differences and translation differences on funds
19,148
(506,345)
CASH MOVEMENTS FOR THE PERIOD
11,574
(90,947)
Balance as of beginning of the period
53,235
144,182
Movement for the period
11,574
(90,947)
Balance as of the end
64,809
53,235
Notes to the unaudited condensed consolidated financial statements, comprising significant accounting policies and other explanatory information for the 6-month period ended 30 November 2025
GENERAL INFORMATION
Vox Valor Capital LTD (the "Company").
Vox Valor Capital Ltd (former Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The Company's registered office is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.
The Group comprises from the parent company Vox Valor Capital LTD and the following subsidiaries:
· Mobio (Singapore) Pte Ltd Singapore 100% ownership by Vox Valor Capital LTD
· Vox Capital Ltd United Kingdom 100% ownership by Vox Valor Capital LTD
· Vox Valor Capital Pte Limited Singapore 100% ownership by Vox Capital Ltd
· Initium HK Limited Hong Kong 100% ownership by Vox Capital Ltd
· Mobio Global Limited United Kingdom 100% ownership by Vox Capital Ltd
· Mobio Global Inc . USA 100% ownership by Mobio Global Limited
The principal activity of the Group is businesses in the digital marketing, advertising and content sector. The Group focuses on App, Mobile, Performance and has been providing the services for the promotion of mobile apps and games.
Vox Valor Capital Ltd operates as a vehicle to consolidate businesses in the digital marketing, advertising and content sector. To reporting date, the Group has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company and has also acquired an equity interest in another UK based app monetisation and marketing group.
The Group's strategy for the next period will be to operate Mobio and seek to acquire other complementary businesses in the digital marketing, advertising and content sector. Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to any future acquisition.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of the Group are: Pieter van der Pijl, Stefans Keiss, and Sergey Konovalov.
Management (Directors)
· John G Booth (Chairman and Non-Executive Director)
· Rumit Shah (Non-Executive Director)
· Konstantin Khomyakov (Finance Director) until 23 December 2025
Going concern
At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Management continues to adopt the going concern basis of accounting in preparing the financial statements.
ACCOUNTING POLICIES
The Consolidated Interim Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards ("IFRS") and interpretations issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRIC").
The presentational currency of the Group is US dollars (USD).
The notes are an integral part of the financial statements.
Reporting period
Financial statements represent the financial reporting period of the Group from 1 June 2025 till 30 November 2025 with comparative information relating to a 6-month period ended 30 November 2024.
General
An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligations can be measured with sufficient reliability.
If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured with sufficient reliability.
The income and expenses are accounted for during the period to which they relate. Revenue is recognized when control over service is transferred to a customer.
The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision. The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items in the financial statement.
Basis of consolidation
Consolidated financial statements reflect the substance of the transaction. The substance of the transaction is Vox Capital Ltd, the accounting acquirer (operating company) has made a share-based payment to acquire a listing along with the listed company's cash balances and other net assets. The transaction is therefore accounted for in accordance with IFRS 2.
The Consolidated Financial Statements incorporate the financial information of Vox Valor Capital Ltd and all its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control. The Company controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.
On 30 September 2022 the Company acquired:
· Vox Capital Ltd (United Kingdom).
· Vox Valor Capital Singapore Pte Limited (Singapore)
· Initium HK Limited (Hong Kong)
· Mobio Global Ltd (United Kingdom).
· Mobio Global Inc. (US)
· Mobio (Singapore) Pte Ltd (Singapore)
Principles for foreign currency translation
The financial statements of the Group are presented in US dollars, which is the Group's presentation currency.
Receivables, liabilities, and obligations denominated in any currency other than USD are translated at the exchange rates prevailing as of the reporting date.
Transactions in any currency other than USD during the financial year are recognized in the financial statements at the average annual exchange rate. The exchange differences resulting from the translation as of the reporting date, taking into account possible hedging transactions, are recorded in the consolidated statement of profit or loss and other comprehensive income.
The nominal value of the share capital and other share components of the subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of sterling (GBP) and translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the line "Foreign currency translation reserve" in the statement of financial position.
GBP/USD
30.11.2025
31.12.2025
30.11.2024
Closing rate
1,3461
1,3461
1,3232
Average rate
1,2805
1,2805
1,3421
Revenue
The Group's revenue comprises primary income from the provision of mobile marketing services. Revenue is recognized when the related services are delivered based on the specific terms of the contract. The Group uses a number of different information technology ("IT") systems to track certain actions as specified in customer contracts. The calculation of charges for mobile marketing services is carried out automatically by the technology platform based on pre-defined key parameters, including unit price and volume. These IT systems are complex and process large volumes of data.
Records of mobile marketing services charges are generated in an aggregated amount for each category and are manually entered into the accounting system on a monthly basis.
Revenue recognition
Revenue is measured based on specific contract terms and excludes amounts collected on behalf of any third parties. Revenue is recognized when control over service is transferred to a customer.
The following is a description of principal activities from which the Group generates its revenue.
Revenue from mobile advertising services
Revenue from mobile marketing services primarily includes the income generated as a result of providing mobile marketing services by the Group. The Group utilizes a combination of pricing models and revenue is recognized when the related services are delivered based on specific contract terms, which are commonly based on:
a) specified actions (i.e., cost per action ("CPA") or other preferences agreed with advertisers), or
b) agreed rebates to be earned from certain publishers.
Specified actions
Revenue is recognized on a CPA basis once agreed actions (download, activation, registration, etc.) are performed. Individually, none of the factors can considered presumptive or determinative, because the Group is the primary obligor responsible for (1) identifying and contracting third-party advertisers considered as customers by the Group; (2) identifying mobile publishers to provide mobile spaces where mobile publishers are considered as suppliers; (3) establishing prices under the CPA model; (4) performing all billing and collection activities, including retaining credit risk; and (5) bearing sole responsibility for the fulfillment of advertising services, the Group acts as the principal of these arrangements and therefore recognizes the revenue earned and costs incurred related to these transactions on a gross basis.
Principal versus agent considerations - revenue from provision of mobile marketing services
Determining whether the Group is acting as a principal or as an agent in the provision of mobile marketing services requires judgements and considerations of all relevant facts and circumstances. The Group is a principal to a transaction if the Group obtains control over the services before they are transferred to customers. If the level of control cannot be determined, if the Group is primarily obligated in a transaction, has latitude to establish prices and select publishers, or several but not all of these factors are present, the Group records revenues on a gross basis. Otherwise, the Group records the net amount earned as commissions from services provided.
Segment reporting
In a manner consistent with the way in which information is reported internally to the Management (chief operating decision maker) for the purpose of resource allocation and performance assessment, the Group has one reportable segment, which is Mobile marketing business.
Mobile marketing business: this segment delivers mobile advertising services to customers globally through a Software-as-a-Service ("SaaS") programmatic advertising platform, top media and affiliate ad-serving platform.
No segment assets and liabilities information are provided as no such information is regularly provided to the Management for the purpose of decision-making, resources allocation, and performance assessment.
Revenue may be disaggregated by timing of revenue recognition:
- Point in time, and
- Over time.
Notes #1 specifies information about the geographical location of the Group's revenue from external customers. The geographical location of customers is based on the location of the customers' headquarters.
Cost of sales (operating expenses)
Cost of sales represents the direct expenses that are attributable to the services delivered. They consist primarily of payments to platforms and publishers under the terms of the revenue agreements. The cost of sales can include commissions where applicable.
Financial instruments
The Group classifies financial instruments, or their component at initial recognition as financial assets, financial liabilities, or equity instruments in accordance with the contractual terms of the instruments. Financial instruments are recognised on trade date at which the Group becomes a party to the contractual provisions of the instrument. Financial instruments are initially recognised at fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.
Trade and other receivables and trade and other payables
Trade and other receivables are initially recognised at transaction price less attributable transaction costs. Trade and other payables are initially recognised at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example where payment is deferred beyond normal business terms, it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
Other financial commitments
Financial commitments that are not held for trading purpose are carried at amortised cost using the effective interest rate method.
Goodwill and Other Purchased Intangibles
Goodwill, representing the excess of purchase price and acquisition costs over the fair value of net assets of businesses acquired, and other purchased intangibles.
The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated discounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.
Other purchased intangibles assessment
The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.
Intangible fixed assets
Concessions, Intellectual Property and Licenses are stated at cost less accumulated amortisation.
Amortisation is recognised in the income statements on a straight-line over the estimated useful life as follows:
· Trademarks - 10 years.
· Licenses - validity period.
· Programs - 5 years.
Tangible fixed assets
Tangible fixed assets are stated at their historical cost less accumulated depreciation. Depreciation is recognized in the income statement in a straight-line basis over the estimated useful lives of each item of tangible fixed assets. The minimum cost to recognize an object as a fixed asset is 3,000 USD. The annual depreciation rates applied are:
· Technical and office equipment, computers - 3 years.
The residual value of an asset is the estimated amount that an entity would currently obtain from disposal of the assets, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. The residual value and the useful life of an asset review at least at each financial year-end. If expectations differ from previous estimates, the changes accounts for as a change in accounting estimate in accordance with IAS 8.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
· Leases of low value assets; and
· Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate placed at the official site of the Bank of England.
Variable lease payments are only included in the measurement of the lease liability if they depend on an index or on market rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
Right-of-use assets are initially measured at the amount of lease liability, reduced for any lease incentives received, and increased for:
· Lease payments made at or before commencement of the lease.
· Initial direct costs incurred; and
· The amount of any provision recognised where the Group is contractually required to dismantle, remove, or restore the leased asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to be made over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and low-value assets, including IT equipment. The Group would recognise the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Receivables
At initial recognition trade receivables are measured at their transaction price (as defined in IFRS 15) if the trade receivables do not contain a significant financing component in accordance with IFRS 15. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. All receivables are due within one year.
Cash
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the indirect method.
Provisions
These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.
Deferred taxes
A deferred tax liability / asset is recognized for any differences in commercial and fiscal valuation of the Group's assets and liabilities.
Taxation
Current tax is the tax currently payable based on the taxable profit for the year.
The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset. Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.
Financial income and expenses
Financing income includes forex exchange and financial expenses include bank fee.
Presentation and disclosures
Presentation and classification of items in financial statements are retained from one reporting period to the next.
Reclassification of items in financial statements is made:
- in case of changes in the nature of the Company main operations,
- when revising the structure of reporting in accordance with IFRS requirements,
- prior year comparative may be reclassified to better and consistent presentation with the current year.
In case of reclassification of comparative information, the entity ensures its comparability with the data of previous periods and discloses the relevant information in the notes to the financial statement
ACCOUNTS BREAKDOWN AND NOTES
1. Revenue
Revenue arises from:
Country
30 November 2025
30 November 2024
Singapore
3,194,539
3,582,628
USA
1,073,338
622,410
UK
902,874
2,002,441
Total
5,170,751
6,207,479
Revenue is segmented by the country where it was received.
2. Operating expenses
Country
30 November 2025
30 November 2024
Singapore
3,297,042
3,666,241
USA
1,064,696
653,362
UK
190,955
1,530,899
Total
4,552,693
5,850,502
Expenses
30 November 2025
30 November 2024
Platformsand publishers'fees
4,492,050
5,796,782
Contractor fees
60,643
53,720
Total
4,552,693
5,850,502
Operating expenses include the cost of the services of third parties for the placement of advertising and information materials of the Group's clients and the salaries expenses and social contributions of employees.
3. Operating segments
The operating segments identifies based on internal reporting for decision-making. The Group is operated as one business with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision maker) considers that the Group has one operating segment. Therefore, no additional disclosure has been represented.
Geographical disclosures are presented in the notes 1, 2.
4. Administrative expenses
Expenses
30 November 2025
30 November 2024
Wages & Salaries (top management)
212,894
208,273
Social taxes (top management)
14,820
18,153
Wages & Salaries
-
9,999
Social taxes
-
1,797
Business travel expenses
18,369
14,585
IT services and license fees
14,497
16,657
Voluntary medical insurance of employees
13,808
12,729
Automobile Expense
9,665
10,877
Staff Training
-
7,485
Advertising & Marketing
87
3,439
Other administrative expenses
7,979
7,293
Total
292,119
311,287
Staff details (administrative and operating)
Number of staff
30 November 2025
30 November 2024
UK
1
1
including Director
1
1
Singapore
-
-
USA
1
2
including Director
1
1
Total
2
3
Staff cost (operating and administrative)
30 November 2025
30 November 2024
Wages & Salaries (top management)
212,894
208,273
Social taxes (top management)
14,820
18,153
Wages & Salaries
-
9,999
Social taxes
-
1,797
Total
227,714
238,222
5. Non-operating income and expenses
Non-operating income
30 November 2025
30 November 2024
Warrants reserve cancelling (Note 24)
402,621
-
Accounts payable writing-off
27,550
-
Right-of-use writing-off
-
5,155
Other non-direct income
2,000
-
Total
432,171
5,155
Non-operating expenses
30 November 2025
30 November 2024
Accounts receivable written-off
267
3,511
Other non-operating expenses
-
-
Total
267
3,511
6. Interest income and expenses
Interest expenses
30 November 2025
30 November 2024
TDFD loan interest
383,499
328,343
AdTech loan
11,387
11,335
Mobile Marketing LLC
1,504
1,506
Rent interest
-
109
Total
396,390
341,293
7. Financial income/(expenses)
Financial income/(expenses)
30 November 2025
30 November 2024
FX differences
51,550
19,308
Bank fee
1,676
2,500
Total
53,226
21,808
8. Taxation
Profit tax
30 November 2025
30 November 2024
UK corporation tax (19%*)
-
-
USA (21%)
-
-
Singapore corporation tax (17%)
-
-
Total current tax (1)
-
-
Deferred tax
Deferred tax UK
124,109
61,651
Deferred tax USA
(36,043)
(53,783)
Deferred tax Singapore
(15,488)
(13,927)
Total deferred tax(2)
72,578
(6,059)
Taxation on profit on ordinary activities (1 + 2)
72,578
(6,059)
Deferred tax in Statement of financial position - opening balance
521,755
499,109
Deferred tax in Statement of Profit and Loss during reporting period
(72,578)
6,059
Translation difference
(1,890)
863
Deferred tax in Statement of financial positionfor the period
447,287
506,031
Reconciliation of tax expense 1 June - 30 November 2025
Mobio Global
Mobio USA
Mobio Singapore
Total
Profit on ordinary activities before taxation
653 203
(171,635)
(91 107)
390,461
Tax rate
19%
21%
17%
,
Profit on ordinary activities multiplies by standard rate
124,110
(36,043)
(15,488)
(103,554)
Effects of:
(a) Actual taxes in reporting package
122,363
(36,043)
(15,488)
70,832
(b) Profit tax to be paid
-
-
-
-
(c) Translation difference
1,746
-
-
1,746
Total
124,109
(36,043)
(15,488)
72,578
Reconciliation of tax expense 1 June - 30 November 2024
Mobio Global
Mobio USA
Mobio Singapore
Total
Profit on ordinary activities before taxation
324 482
(256 108)
81 923
150 297
Tax rate
19%
21%
17%
Profit on ordinary activities multiplies by standard rate
(61 651)
53 783
(13 927)
(21 795)
Effects of:
(a) Actual taxes in reporting package
60,757
(53,783)
(13,927)
(6,953)
(b) Profit tax to be paid
-
-
-
-
(c) Translation difference
894
-
-
894
Total
61,651
(53,783)
(13,927)
(6,059)
No deferred income tax asset has been recognized in respect of the losses carried forward in Vox Capital Ltd and Vox Valor Capital Ltd, due to the uncertainty as to whether the Companies will generate sufficient future profits in the foreseeable future to prudently justify this.
* The UK corporation tax for companies with profits over £250,000 is 25%. Since Mobio Global UK is not yet profitable, the 17% rate continues to apply for prudence in DT calculation.
8.1. Deferred taxes movement
1 June 2025 - 30November2025
Asof period beginning
Movements
Asof period end
Item
DeferredBS
Charge to profit or loss
Translationdifference
DeferredBS
Property and equipment
388
-
(7)
381
Intangible assets
(575)
573
2
-
Trade receivables (payables)
(41,568)
13,368
4
(28,196)
Losses of previous years
563,510
(86,519)
(1,889)
475,102
Total
521,755
(72,578)
(1,890)
447,287
1 January 2024 - 31May2025
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
1 June 2024 - 30November2024
Asof period beginning
Movements
Asof period end
Item
DeferredBS
Charge to profit or loss
Translationdifference
DeferredBS
Right-of-use assets
671
(681)
10
-
Property and equipment
169
172
(2)
339
Intangible assets
(1,401)
(375)
6
(1,770)
Trade receivables (payables)
(146,702)
66,660
(136)
(80,178)
Losses of previous years
646,372
(59,717)
985
587,640
Total
499,109
6,059
863
506,031
9. Earnings per share
Basic (losses)/earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares outstanding during the year.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
30 November 2025
31 May 2025
Loss for the period after tax for the purposes of basic and diluted earnings per share
3,921
(1,720,993)
Number of ordinary shares
2,388,395,171
2,388,395,171
Weighted average number of ordinary shares in issue for the purposes of basic earnings per share
2,388,395,171
2,375,590,529
Loss per share(cent)
0.0002
(0.07)
During a period where the Group or Company makes a loss, accounting standards require that 'dilutive' shares for the Group be excluded in the earnings per share calculation, because they will reduce the reported loss per share; consequently, all per-share measures in the current period are based on the weighted number of ordinary shares in issue.
10. Investments
Group structure
Subsidiary undertakings
Country of incorporation
30 November 2025
31 May 2025
Vox Capital Ltd
United Kingdom
100%
100%
Vox Valor Capital Pte Ltd
Singapore
100%
100%
Initium HK Ltd
Hong Kong
100%
100%
Mobio Global Ltd
United Kingdom
100%
100%
Mobio (Singapore) Pte Ltd
Singapore
100%
100%
Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding investments in stock.
Mobio Global Limited was created as an acquisition vehicle. On April 27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the total purchase price is 30 000 USD.
Subsidiary undertakings
Country of incorporation
30 November 2025
31 May 2025
Mobio Global Inc.
USA
100%
100%
The registered office of Mobio Global Ltd is 71-75 Shelton Street London WC2H 9JQ.
The registered office of Mobio Global Inc. is 850 New Burton Road, Suite 201, Dover, DE 19904. USA
Investments at fair value
Investments at fair value
30 November 2025
31 May 2025
Airnow Limited shares
12,240,259
12,438,095
Total
12,240,259
12,438,095
Airnow Limited is incorporated in the United Kingdom. Its registered office is Salisbury House, London Wall, London, EC2M 5PS. The principal activity of Airnow is the development of services to the mobile app community. The number of shares held in Airnow is 5,736,847 and represents a 6.37% holding. The shares in Airnow are directly held by Vox Valor Capital Singapore Pte Limited and Initium HK Ltd. This is a Level 2 financial instrument. Market value is derived based on the share price paid by unrelated investors in the most recent investment round. There is no amount still to be paid in respect of these shares. No amount is owed either to or from Airnow by the Group.
11. Tangible fixed assets
1 June 2025 - 30 November 2025
1 January 2024 - 31 May 2025
1 June 2024 - 30 November 2024
Cost
Office equipment
Office equipment
Office equipment
As of period beginning
3,772
3,567
3,543
Translation difference
(65)
205
25
As of period end
3,707
3,772
3,568
Depreciation
As of period beginning
(3,772)
(1,783)
(2,510)
Depreciation accumulated
-
(1,794)
(905)
Translation difference
65
(195)
(4)
As of period end
(3,707)
(3,772)
(3,419)
Net book value
As of period beginning
-
1,784
1,033
As of period end
-
-
149
Tangible fixed assets are amortized over 3 years. Depreciation expenses are included in profit and loss under the «Depreciation of tangible / intangible assets».
12. Intangible assets
1 June 2025 - 30 November 2025
1 January 2024 - 31 May 2025
1 June 2024 - 30 November 2024
Cost
Licenses
Licenses
Licenses
As of period beginning
17,823
17,472
16,991
Additions
-
16,953
10,479
Disposals
(16,954)
(17,573)
-
Translation difference
(869)
971
(39)
As ofperiod end
-
17,823
27,431
Depreciation
As ofperiod beginning
(14,798)
(8,358)
(9,618)
Depreciation accumulated
(2,877)
(23,243)
(8,625)
Disposals
16,954
17,573
-
Translation difference
722
(770)
127
As of period end
-
(14,798)
(18,116)
Net book value
As of period beginning
3,025
9,114
7,373
As of period end
-
3,025
9,315
Depreciation is recognized in the income statements using the straight-line method over the estimated useful life:
· Licenses - validity period.
13. Right-of-use assets
1 June 2025 - 30 November 2025
1 January 2024 - 31 May 2025
1 June 2024 - 30 November 2024
Cost
Leased server
Leased server
Leased server
As of period beginning
-
81,487
81,523
Disposals
-
(81,959)
(82,718)
Translation difference
-
472
1,195
As of period end
-
-
-
Depreciation
As of period beginning
-
(32,255)
(40,761)
Additions
-
(10,245)
(1,723)
Disposals
-
42,687
43,080
Translation difference
-
(187)
(596)
As of period end
-
-
-
Net book value
As of period beginning
-
49,232
40,762
As of period end
-
-
-
In 2024 the Company significantly reduced the volume of leased server space, recognition of the lease right was terminated on June 30, 2024. From July 1, 2024, server lease costs are recognized on a monthly basis based on invoices received.
The interest expense recognised disclosed in Note 6.
14. Trade and other receivables
30 November 2025
31 May 2025
Trade receivables
1,658,555
1,820,070
Trade and other receivables - related parties
34,436
35,086
Prepayments
139,450
140,028
Total
1,832,441
1,995,184
All trade receivables were non-interest bearing and receivable on normal commercial terms. The Directors consider that the carrying value of trade and other receivables approximates to their fair value. The ageing of trade receivables is detailed below:
Trade receivables are recognized as short-term and are expected to be received within 60 days.
As of 30 November 2025
< 60 days
< 90 days
< 180 days
> 180 days
Total
Trade receivables (external)
1,658,555
-
-
-
1,658,555
Trade receivables (internal)
34,436
-
-
-
34,436
Total
1,692,991
-
-
-
1,692,991
As of 31 May 2025
< 60 days
< 90 days
< 180 days
> 180 days
Total
Trade receivables (external)
1,820,070
-
-
-
1,820,070
Trade receivables (internal)
35,086
-
-
-
35,086
Total
1,855,156
-
-
-
1,855,156
15. Cash and cash equivalents
Cash
30 November 2025
31 May 2025
Cash at bank
64,809
53,235
Total
64,809
53,235
16. Trade and other payables
Trade payables
30 November 2025
31 May 2025
Trade payables
2,313,608
2,282,022
Other payables and accruals
2,556
2,152
Total
2,316,164
2,284,174
The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing and are normally settled monthly.
17. Loans and borrowings
Long-term
30 November 2025
31 May 2025
Triple Dragon Funding Delta Ltd
Principal
2,945,385
2,754,171
AdTech Solutions Limited
Principal
302,641
302,641
AdTech Solutions Limited
Interest
118,471
107,122
Mobile Marketing LLC
Principal
40,000
40,000
Mobile Marketing LLC
Interest
14,879
13,379
Total
3,421,376
3,217,313
Short-term
30 November 2025
31 May 2025
Triple Dragon Funding Delta Ltd
Interest
32,767
30,639
Total
32,767
30,639
During the period ended 30 November 2025, the Group utilized a lending facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a floating charge over the property and undertakings of Vox Capital Ltd and Mobio Global Ltd. The facility bears interest at a rate of 2.25% per calendar month.
On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech Solutions Limited. The loan bears interest at the rate of 7.5% per annum.
18. Other short-term liabilities
Other liabilities
30 November 2025
31 May 2025
VAT payable (tax agent)
160,566
163,355
Other liabilities
20,571
133,855
Total
181,137
297,210
19. Financial instruments
The Group's financial instruments may be analysed as follows:
Financial assets
30 November 2025
31 May 2025
Financial assets measured at amortised cost:
Cash at bank
64,809
53,235
Trade receivables (external)
1,658,555
1,820,070
Trade receivables (internal)
34,436
35,086
Other receivables
139,450
140,028
Total
1,897,250
2,048,419
Financial liabilities
30 November 2025
31 May 2025
Financial liabilities measured at amortised cost:
Trade payables (external)
2,313,608
2,282,022
Total
2,313,608
2,282,022
The Group's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised fair value gains of nil (as of 31.05.2025: nil).
20. Financial risk management
The Group is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All the Group's financial instruments are classified trade and other receivables. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:
Credit risk
Generally, the Group's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:
30 November 2025
31 May 2025
Trade receivables
1,658,555
1,820,070
Trade and other receivables - related parties
34,436
35,086
Prepayments
139,450
140,028
Total
1,832,441
1,995,184
Credit risk is the risk of financial risk to the Group if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement. The Group's trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly by Directors. Any debtors over 30 days are reviewed by Directors every month and explanations sought for any balances that have not been recovered.
Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group's accounting policy.
The Directors are of the opinion that there is no material credit risk at the Group level.
Liquidity risk
Liquidity risk is the situation where the Group may encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs and to invest cash assets safely and profitably.
The tables below break down the Group's financial liabilities into relevant maturity groups based on their contractual maturities.
Contractual maturities of financial liabilities as of 30 November 2025:
Less than 6 months
6-12 months
Between 1 and 2 years
Between 2 and 5 years
Carrying amount
Trade and other payables
2,316,164
-
-
-
2,316,164
Other liabilities
181,137
-
-
-
181,137
Total
2,497,301
-
-
-
2,497,301
Contractual maturities of financial liabilities as of 31 May 2025:
Less than 6 months
6-12 months
Between 1 and 2 years
Between 2 and 5 years
Carrying amount
Trade and other payables
2,284,174
-
-
-
2,284,174
Other liabilities
297,210
-
-
-
297,210
Total
2,581,384
-
-
-
2,581,384
The amounts disclosed in the tables below are the contractual undiscounted cash flows. Balances due within 17 months equal their carrying balances, because the impact of discounting is not significant.
Contractual maturities of financial liabilities as of November 30, 2025: the debt is short-term and expected to be settled within 6 months.
Interest rate risk
The Group is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed interest rates.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.
Reputational risks
The Management of the Group believes that at present there are no facts that could have a significant negative impact on the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms of rendering services, as well as the participation of the Group in any price agreement. Accordingly, reputational risks are assessed by the Group as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their carrying value.
Investment risk
The Group has a minority interest in a private company that gives it very little influence in how that business is conducted.
The Group owns 6.37% of the issued ordinary share capital of Airnow Limited. The remaining ownership interests in Airnow Limited is owned by third parties. Accordingly, the Company's decision-making authority in respect of Airnow Limited is limited. Airnow Limited is unlisted and so there is a limited pool of potential buyers of these shares which makes them relatively difficult to realise. Given the Group's minority interest in Airnow Limited it is unlikely to have much influence on the timing or form of an exit. The Group may also be compelled to contribute more capital to maintain its ownership interest in Airnow and not see its interest in Airnow being diluted.
Country risks
On 4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion. Multilateral sanctions and restrictions were imposed on working with certain Russian legal entities and individuals. These circumstances caused unpredictable volatility in the stock and currency markets, in energy prices, general price level, the Bank of Russia's key interest rate and restrictions on flow of certain groups of goods. It is expected that these events may affect the business of companies in various countries and industries.
One of the Directors of the Group is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the United Kingdom and other countries. Since August 2, 2022 the Group does not provide to and receive services from Russian companies. The Management analyzes the current situation and possible solutions. At present, the duration of these events cannot be predicted and their impact on the future financial position and performance of the Group cannot be reliably assessed.
Other risks
The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services provision and compliance with information security of data. Also, the Group business depends on the availability, performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under the Group control.
The Group makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for providing advertising internet services.
21. Related party disclosures
Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant influence in making financial and operational decisions.
The related parties of the Group are:
· Petrus Cornelis Johannes Van Der Pijl - Director, international group member (the ultimate beneficiary).
· Stefans Keiss - international group member (the ultimate beneficiary).
· Sergey Konovalov - international group member (the ultimate beneficiary).
· Vox Valor Holding Ltd - ultimate parent
· Mobio (Singapore) Pte. Ltd - subsidiary of Vox Valor Capital Ltd
· Vox Capital Ltd - subsidiary of Vox Valor Capital Ltd
· Vox Valor Capital Pte. Ltd - international group member (subsidiary of Vox Capital Ltd)
· Initium HK Ltd - international group member (subsidiary of Vox Capital Ltd)
· Mobio Global Ltd - international group member (subsidiary of Vox Capital Ltd)
· Mobio Global Inc - international group member (subsidiary of Mobio Global Ltd)
The affiliated parties of the Group are:
· Mobile Marketing LLC - through S. Konovalov.
· Adtech solutions limited - through S. Konovalov
· Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van Der Pijl
· Triple Dragon Limited - through Petrus Cornelis Johannes Van Der Pijl
· Triple Dragon Funding Delta Limited - through Petrus Cornelis Johannes Van Der Pijl
21.1. Transactions with related parties
· Trade and other receivables:
Debtor
Affiliated party
Description
30 November 2025
31 May 2025
Vox Capital Ltd
Vox Valor Holding Ltd.
Intercompany account
34,436
35,086
Total:
34,436
35,086
21.2. Transactions with affiliated parties
· Trade and other receivables:
Debtor
Affiliated party
Description
30 November 2025
31 May 2025
Mobio (Singapore) PteLtd
Adtech SolutionsLtd
Service agreement
1,181,862
1,365,383
Mobio GlobalLtd
Mobile Marketing LLC
Service agreement
213,696
213,696
Mobio GlobalLtd
Adtech SolutionsLtd
Service agreement
168,810
94,590
Total:
1,564,368
1,673,669
· Trade and other payables:
Creditor
Affiliated party
Description
30 November 2025
31 May 2025
Mobio (Singapore) PteLtd
Mobile Marketing LLC
Other payables
15,734
15,734
Mobio GlobalLtd
Mobile Marketing LLC
Other payables
13,850
41,207
Total:
15,734
56,941
· Loans:
Creditor
Affiliated party
Description
30 November 2025
31 May 2025
Vox CapitalLtd
Triple Dragon Funding DeltaLtd
Principal
2,945,385
2,754,171
Vox CapitalLtd
Triple Dragon Funding DeltaLtd
Interest
32,767
30,639
Mobio GlobalLtd
Adtech Solutions Ltd
Principal
302,641
302,641
Mobio GlobalLtd
Adtech Solutions Ltd
Interest
118,471
107,122
Vox CapitalLtd
Mobile Marketing LLC
Principal
40,000
40,000
Vox CapitalLtd
Mobile Marketing LLC
Interest
14,879
13,379
Total:
3,454,143
3,247,952
· Sales revenue:
Contractor
Affiliated party
1 June - 30 November 2025
1 June - 30 November 2024
Mobio (Singapore) PteLtd
Adtech Solutions Ltd
3 183 940
1 953 356
Mobio Global Ltd
Adtech Solutions Ltd
846 345
2 008 813
4 030 285
3 962 169
· Interest expenses:
Contractor
Affiliated party
1 June - 30 November 2025
1 June - 30 November 2024
Vox Capital Ltd
Triple Dragon Funding DeltaLtd
383,499
328,343
Mobio Global Ltd
Adtech Solutions limited
11,387
11,335
Vox Capital Ltd
Mobile Marketing LLC
1,504
1,506
396,390
341,184
Remuneration paid to key management personnel:
Holding company
Subsidiary companies
Total
Directors Remuneration: 1 June - 30 November 2025
-
212,894
212,894
Directors Remuneration: 1 June - 30 November 2024
-
208,273
208,273
22. Share capital and shares issued
31 May 2025
Movement
30 November 2025
Share capital
195,879
-
195,879
Share premium
13,424,465
-
13,424,465
Total
13,620,344
-
13,620,344
Share capital:
Date
Share capital
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
31.03.2021
2,320
1,37832
3,198
15.07.2022
6,154
1,18580
7,298
03.08.2022
(1,436)
1,21471
(1,745)
Total
152,707
195,879
Share premium
Date
Share premium
Exchangerate
Share premium
GBP
USD
08.10.2020
6,343,000
1,29461
8,211,725
14.10.2020
1,712,705
1,30223
2,230,329
31.10.2020
54
1,36631
73
31.12.2020
1,656,388
1,36631
2,263,143
15.07.2022
857,975
1,18580
1,017,387
22.07.2022
(248,287)
1,20100
(298,192)
31.05.2025*
(250,000)
1,11500
(278,750)
30.09.2025*
250,000
1,11500
278,750
Total
10,071,835
13,424,465
*Note 24
All shares fully paid.
Share based payment
Share based payment reserve
30 September 2022 The company has granted warrants over ordinary shares:
Fee warrants 20,8333,333
NED warrantable 25,000,000
NED Warrants - that these represent equity-settled share-based payments to directors. They should be measured at fair value at the grant date and expensed over the three-year vesting period, with a corresponding credit to the Share based payment reserve.
Dr Share based payment expense/Directors' fees (P&L)
Cr Share based payment Reserve (equity)
Fee Warrants - these were issued to Stonedale in return for advisory services on the reverse takeover. While IFRS 2 applies, IAS 32 requires that costs directly attributable to equity issuance are recognised in equity rather than P&L. In practice this is usually recorded against share premium, but where no share premium exists, another equity component (e.g. retained earnings) would absorb the debit.
Dr Share premium
Cr Share based payment reserve
Vesting date was 30 September 2025 and warrants were not requested. On 30 September 2025 warrants were cancelled.
24. Subsequent events
Between the reporting date and the date of signing the financial statements for the interim reporting period, there were no other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the organization and that should be recognized.
26. Approval of unaudited consolidated financial statements
Responsibility Statement
The Company's Directors, whose names and functions are set out below in this statement, are responsible for preparing these unaudited interim consolidated financial statements in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with Accounting Standard IAS 34 "Interim Financial Reporting".
The Directors, and each Director individually confirms that, to the best of their knowledge, the unaudited consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and that the interim management report includes a fair review of the information required by DTR4.2.7R 7R (indication of important events during the first six months and describing the principal risks and uncertainties for the remaining six months of the year) and by DTR4.2.8R (disclosure of significant transactions with related parties).
Directors:
John G Booth (Non-Executive Chairman)
Konstantin Khomyakov (Finance Director) until 23 December 2025
Rumit Shah (Non-Executive Director)
This unaudited consolidated financial information was approved by the Board on 25 February 2026
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