Vox Valor Capital Ltd.

Annual Report (ESEF) • Apr 30, 2024

213800759LA8YJLVXQ492023-01-012023-12-31iso4217:USD213800759LA8YJLVXQ492021-10-012022-12-31iso4217:USDxbrli:shares213800759LA8YJLVXQ492023-12-31213800759LA8YJLVXQ492022-12-31213800759LA8YJLVXQ492022-12-31ifrs-full:IssuedCapitalMember213800759LA8YJLVXQ492022-12-31ifrs-full:SharePremiumMember213800759LA8YJLVXQ492022-12-31ifrs-full:ReserveOfSharebasedPaymentsMember213800759LA8YJLVXQ492022-12-31ifrs-full:RevaluationSurplusMember213800759LA8YJLVXQ492022-12-31ifrs-full:ReserveOfEquityComponentOfConvertibleInstrumentsMember213800759LA8YJLVXQ492022-12-31ifrs-full:RetainedEarningsMember213800759LA8YJLVXQ492022-12-31voxvalorcapitallimited:ExchangeDifferencesOnTranslatingForeignOperationsMember213800759LA8YJLVXQ492022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800759LA8YJLVXQ492023-01-012023-12-31ifrs-full:IssuedCapitalMember213800759LA8YJLVXQ492023-01-012023-12-31ifrs-full:SharePremiumMember213800759LA8YJLVXQ492023-01-012023-12-31ifrs-full:ReserveOfSharebasedPaymentsMember213800759LA8YJLVXQ492023-01-012023-12-31ifrs-full:RevaluationSurplusMember213800759LA8YJLVXQ492023-01-012023-12-31ifrs-full:ReserveOfEquityComponentOfConvertibleInstrumentsMember213800759LA8YJLVXQ492023-01-012023-12-31ifrs-full:RetainedEarningsMember213800759LA8YJLVXQ492023-01-012023-12-31voxvalorcapitallimited:ExchangeDifferencesOnTranslatingForeignOperationsMember213800759LA8YJLVXQ492023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800759LA8YJLVXQ492023-12-31ifrs-full:IssuedCapitalMember213800759LA8YJLVXQ492023-12-31ifrs-full:SharePremiumMember213800759LA8YJLVXQ492023-12-31ifrs-full:ReserveOfSharebasedPaymentsMember213800759LA8YJLVXQ492023-12-31ifrs-full:RevaluationSurplusMember213800759LA8YJLVXQ492023-12-31ifrs-full:ReserveOfEquityComponentOfConvertibleInstrumentsMember213800759LA8YJLVXQ492023-12-31ifrs-full:RetainedEarningsMember213800759LA8YJLVXQ492023-12-31voxvalorcapitallimited:ExchangeDifferencesOnTranslatingForeignOperationsMember213800759LA8YJLVXQ492023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800759LA8YJLVXQ492021-09-30ifrs-full:IssuedCapitalMember213800759LA8YJLVXQ492021-09-30ifrs-full:SharePremiumMember213800759LA8YJLVXQ492021-09-30ifrs-full:ReserveOfSharebasedPaymentsMember213800759LA8YJLVXQ492021-09-30ifrs-full:RevaluationSurplusMember213800759LA8YJLVXQ492021-09-30ifrs-full:ReserveOfEquityComponentOfConvertibleInstrumentsMember213800759LA8YJLVXQ492021-09-30ifrs-full:RetainedEarningsMember213800759LA8YJLVXQ492021-09-30voxvalorcapitallimited:ExchangeDifferencesOnTranslatingForeignOperationsMember213800759LA8YJLVXQ492021-09-30ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800759LA8YJLVXQ492021-09-30213800759LA8YJLVXQ492021-10-012022-12-31ifrs-full:IssuedCapitalMember213800759LA8YJLVXQ492021-10-012022-12-31ifrs-full:SharePremiumMember213800759LA8YJLVXQ492021-10-012022-12-31ifrs-full:ReserveOfSharebasedPaymentsMember213800759LA8YJLVXQ492021-10-012022-12-31ifrs-full:RevaluationSurplusMember213800759LA8YJLVXQ492021-10-012022-12-31ifrs-full:ReserveOfEquityComponentOfConvertibleInstrumentsMember213800759LA8YJLVXQ492021-10-012022-12-31ifrs-full:RetainedEarningsMember213800759LA8YJLVXQ492021-10-012022-12-31voxvalorcapitallimited:ExchangeDifferencesOnTranslatingForeignOperationsMember213800759LA8YJLVXQ492021-10-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember VOX VALOR CAPITAL LIMITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 2 COMPANY INFORMATION Directors: John G Booth (Non-Executive Chairman) Konstantin Khomyakov (Finance Director) Rumit Shah (Non-Executive Director) Simon Retter (Non-Executive Director) (resigned on 31 August 2023) Company Number: 291725 Company Secretary Konstantin Khomyakov Registered Address: Forbes Hare Trust Company Limited Cassia Court Camana Bay Suite 716, 10 Market Street Grand Cayman KY1-9006 Cayman Islands Auditors: Shipleys LLP 10 Orange Street Haymarket, London WC2H 7DQ Bankers: OCBC Bank 65 Chulia Street OCBC Centre Singapore 049513 Registrar: Computershare Investor Services (Cayman) Limited c/o 13 Castle Street, St. Helier, JE1 1ES 3 CONTENTS PAGE Company information 2 2 Strategic review report – CEO’s statement 4 4 Directors’ report 9 10 Independent auditors report to members 16 17 Consolidated Statement of comprehensive income 21 22 Consolidated Statement of financial position 22 23 Consolidated Statement of cash flow 23 24 Consolidated Statement of changes in equity 24 25 Notes to the Consolidated Financial Statements 25 26 VOX VALOR CAPITAL LIMITED - 4 - STRATEGIC REVIEW REPORT FOR THE YEAR ENDED 31 DECEMBER 2023 Chairman’s Report Vox Valor Capital Limited (“Vox Valor” or “the Company”) is pleased to announce that its audited financial statements for the year ended 31 December 2023 have been published and are available on its website at www.voxvalor.com/investors. The Vox Valor Group (“Vox Valor Group” or “the Group”) is active in providing mobile marketing and advertising related services and these are conducted through its 100% owned UK operating subsidiary Mobio Global Limited (“Mobio Global”). Mobio Global has two operating subsidiaries in the United States and Singapore. 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 service and product offering and to grow Mobio into the European and American markets. Prior to the completion of the RTO, Mobio Global divested its Russian operations and management increased its efforts to grow Mobio in the UK, the European Union and North America. Vox Valor is continuously 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. 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. In 2023, Mobio implemented the Mobio Growth Lab initiative, which is a dynamic incubator that helps Mobio’s client (including new or early-stage clients) to grow their install base and profit levels through a step-by-step process to support them in every stage of the product and marketing life cycle. The Vox Valor Group is pleased to report improved and positive total comprehensive profit for the year ended 31 December 2023 of USD 469k versus a loss of USD 5.7 million for the year ended 31 December 2022. While revenue decreased from USD 13.8 million during for the year ended 31 December 2022to USD 5.6 million for the year ended 31 December 2023 due to the disposal of the Russian subsidiary of the Group, the Company managed to reduce the operating expenses from USD 13.8 million to USD 5.7 million. Vox Valor announced that it had signed two term sheets for potential acquisitions during the year ended 31 December 2023, which the Company has either terminated or the term sheet expired and therefore no merger and acquisitions activities took place in 2023. The Company is continuing to identify potential acquisitions that are complimentary to the Group’s strategy where it can generate meaningful synergies from its mobile marketing expertise and technology. 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 offer (Mobio) in the UK, Europe and the United States. VOX VALOR CAPITAL LIMITED - 5 - Summary of Trading Results and Outlook For the financial year ended 31 December 2023, Vox Valor reported revenue of USD 5.6 million (versus USD 13.8 million in the previous financial period) and an operating loss of USD 90k (versus a gross profit of USD 29k in the previous financial period). Total comprehensive income for the year was a profit of USD 469k (versus a loss of USD 5.7 million in the previous financial period), which is still mainly caused by non-recurring expenditure and accounting write-offs and impairments in relation to the reverse takeover (“RTO”). Environmental, social and governance Environmental Vox Valor Capital seeks to become more energy efficient. The Company uses online video conferencing platforms and will continue to promote the use of these for the majority of internal meetings to minimize travel footprint. All staff actively engage in the recycling of all waste materials wherever possible, including e-waste. The business activity of the Group includes mainly working with computers, with a relatively small negative effect on the environment. Social Diversity & Inclusion 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. Vox Valor Capital is committed to the equal treatment of all employees and prospective employees. Career development The Board believes that good progression opportunities for our team members are offered within the Group’s businesses, and as a business we try to promote from within through training. Health and Safety Vox Valor Capital has a Group wide health and safety Policy. All health and safety incidents are reported to the Board. 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, and – continue to review and implement ESG/sustainability criteria/policies at the Board level. 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. A review of the Group’s approach to sustainability and societal impact during the year is set out below. VOX VALOR CAPITAL LIMITED - 6 - The Group recognise the increasing importance of climate change triggered by greenhouse gases (GHG) from burning fossil fuels. In terms of Energy efficiency, our energy usage was estimated to be on the same level in 2023 compared with 2022. Environmental The Group’s operations are conducted in such a manner that compliance is maintained with legal requirements relating to the environment in areas where the Group conducts its business. During the period covered by this report, the Group has not incurred any fines or penalties or been investigated for any breach of environmental regulations. The Directors consider that, due to the nature of the Group’s operations, it does not have a significant impact on the environment. However, the Group seeks to minimise its carbon impact and recognises that its activities should be carried out in an environmentally friendly manner where practicable. The Group’s environmental impact is under continual review and the Group considers related initiatives on an ongoing basis. In 2023, these included: continued reduction of waste and, where practicable, re-use and recycling of consumables; continued reduction of usage of energy, water and other resources; ongoing upgrades to LED lighting; and reprogramming of certain air conditioning and air handling systems to increase efficiency and implement timed shut downs when not in use. Facilities and Office Environments Management engages with its office provider and its facilities management provider to ensure a safe working environment for our employees. Environmental management is overseen by the Chief Executive Officer. The Group complies with the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013. There were no prosecutions or compliance notices for breaches of environmental legislation during 2023. 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 31 December 2023, the Group had cash balances of USD 144k and available credit lines. The Group’s forecasts and projections, taking into account reasonable possible changes in the level of overhead costs, show that the company should be able to operate within its available cash resources. The directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements. On behalf of the board John Booth Chairman 24 April 2024 VOX VALOR CAPITAL LIMITED - 7 - DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2023 The directors present their report together with the accounts of Vox Valor Capital Limited (’’the Company’’) and its subsidiary undertakings (together ‘the Group’) for the year ended 31 December 2023. Results and dividends The trading results for the Group are set out in the Consolidated statement of comprehensive income and the Consolidated statement of financial position at the end of the year. The directors have not recommended paying dividends. Directors The following directors have held office since 30 September 2022 (the date of Admission to the LSE Main market): - John G Booth (Non-Executive Chairman) - Rumit Shah (Non-Executive Director) - Simon Retter (Non-executive Director) (resigned on 31 August 2023) - Konstantin Khomyakov (Finance Director). Details of the Continuing Directors John G Booth, Non-Executive Director & Chairman Mr. Booth has over 20 years' experience as a director and chairman of various private and public listed companies, and environmental charities. He currently serves as the non-executive chairman of two other public listed companies and as non- executive director and head of the Audit and Governance committees for another two. He holds a BSc(Hons) in Biology and Environmental Science, LLB, JD and LLM in international finance, tax and environmental law. He started his career as a commercial litigator before joining the non-dollar derivatives, tax structuring desk of Merrill Lynch International in 1990. He then held increasingly senior positions with ICAP, CEDEF, ABN AMRO Bank NV, CIBC, and the World Bank as a lawyer, investment banker, broker, and strategy consultant over his career. From 2004 to 2012, he was a partner with JAS Financial Products LLP, an alternative asset manager. From 2012 to 2017 he served as Chairman and CEO of Midpoint Holdings Limited, the world's first peer-to-peer FX company which he co-founded and listed via reverse takeover. He has co-founded three other businesses, and currently and guest lectures in the graduate business school at the University of Oxford. Rumit Shah, Non-Executive Director Rumit is an experienced finance professional and a chartered accountant and member of the ICAEW (Institute of Chartered Accountants in England and Wales). Rumit worked as a director at the structured finance department of Deutsche Bank in London and was a partner at JAS Financial Products LLP and is currently the director and owner of consultancy and investment firm Intrinzik Limited. Simon Retter, (Non-Executive Director) (resigned on 31 August 2023) Simon graduated from the University of Bristol in 2003 with a BSc Upper Second-Class Honours in Accounting & Finance and started his career at Deloitte LLP where he qualified as a chartered accountant. He specialised in corporate finance co- ordinating reporting accountant’s work for AIM IPOs, preparing Long-form/Accountants Reports/Working Capital Reports and producing acquisition due diligence reports. Simon has been a Financial Director at Paragon Diamonds Ltd since April 2010 whereas an original founding director he had sole responsibility for managing the IPO process and has raised £9 million in new equity to date. Simon is also currently a Non-Executive Director at Equatorial Mining & Exploration plc (AQSE: EM.P) and Finance Director at a newly incorporated investment vehicle targeting the finance and technology sectors. Simon has extensive experience in public markets, specifically reverse takeovers, IPOs, and secondary fundraising combined with high pressure and dynamic environments encountered in the start-up and growth phase of businesses. Simon resigned on 31 August 2023. Konstantin Khomyakov, Finance Director Konstantin is a finance professional, certified accountant and auditor, member of ACCA (Association of Chartered Certified Accountants) with a proven track-record of successfully completed audit, risk-management and consulting projects. Konstantin is experienced in strategic planning, financial management and risk assessment, gaining this experience while working for clients and companies that were based in Russia, the US, Europe and Central Asia, leveraging 20+ years of corporate finance VOX VALOR CAPITAL LIMITED - 8 - and audit expertise with market leaders such as KPMG. Konstantin obtained an MBA degree from IMD business school in Lausanne. Directors’ interests At the date of this report the directors held the following beneficial interest in the ordinary share capital and share options of the company: Name Number of Shares in Enlarged Ordinary Share Capital Number of Warrants Percentage of Ordinary Shares held in Enlarged Ordinary Share Capital held John G Booth Nil 12,500,000 Nil Simon Retter 1 (resigned on 31 August 2023) 20,833,333 20,833,333 0.88% Rumit Shah Nil 12,500,000 Nil Konstantin Khomyakov Nil Nil Nil Auditors Shipleys LLP has been appointed as the auditor of the Company with effect from 1 January 2023. A resolution for the reappointment Shipleys LLP as audit of the Company will be proposed at the forthcoming Annual General Meeting. Statement of directors' responsibilities The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare Group and parent company financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK adopted International Accounting Standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the group’s profit or loss for that period. In preparing these financial statements, the directors are required to:  select suitable accounting policies and then apply them consistently;  make judgements and accounting estimates that are reasonable and prudent;  state whether they have been prepared in accordance UK adopted International Accounting Standards  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Corporate Governance The Board recognizes that good standards of corporate governance help the Company to achieve its strategic goals and is vital for the success of the Company. The Company adopts proper standards of corporate governance and follows the principles of best practice set out in the QCA Corporate Governance Code (v.1 2018), as far as is appropriate for the size and nature of the Company and the Group. The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business. These principles are: 1. Establish a strategy and business model which promote long-term value for shareholders; 2. Seek to understand and meet shareholder needs and expectations; VOX VALOR CAPITAL LIMITED - 9 - 3. Take into account wider stakeholder and social responsibilities and their implications for long tern success; 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation; 5. Maintain the board as a well-functioning balanced team led by the Chair; 6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities; 7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement; 8. Promote a corporate culture that is based on ethical values and behaviours; 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board; and 10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. The Company applies the above principles in its regular activities. Principle 1 – Business Model and Strategy Vox Valor Capital Limited is a UK based technology investment Group. The Company completed a reverse takeover of Vox Capital Limited in 2023. Vox Capital Limited is as a vehicle with the purpose of consolidating businesses in the digital marketing, advertising and content sector. To date, Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company and has also acquired an equity interest in another trading business: Airnow PLC, a UK based app monetisation and marketing group. On 18 October 2023, Mobio Global UK sold its 100% interest in Mobio (Singapore) Pte Ltd to Vox Valor Capital Ltd. For further information on the market, the future strategy of the Company and the risks the Board consider to be the most significant for potential investors, Shareholders are referred to the Strategic Report in the latest Annual Report and Accounts (which is available on our website). Principle 2 – Understanding Shareholders‘ Needs and Expectations Communication with shareholders is co-ordinated and led between the CEO who is the Company’s principal spokesperson with investors and other interested parties. The Company is in dialogue with, and holds meetings with, shareholders and brokers representing private shareholders as required in a coordinated way, providing them with such information on the Company’s progress as is permitted under MAR and requirements of relevant legislation. The Company regularly updates its website and releases news flow and operational updates. Communications are also provided through the Company’s Annual and Interim Reports. Shareholders are encouraged to attend the Annual General Meeting, which the Board believes is a good opportunity to communicate directly with shareholders. The Company discloses contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board. Principle 3 – Consider Wider Stakeholder and Social Responsibilities The Board believes that its stakeholders (other than shareholders) are its employees, customers, suppliers and their funders. The Board recognises that the long-term success of the Company is reliant upon the efforts of the Company, advisers and these stakeholders. The Board makes every effort to communicate effectively with all stakeholders, to ensure that the Company complies with contractual terms. Principle 4 – Risk Management The Board has overall responsibility for the determination of the Company’s risk management objectives and policies and recognises the need for an effective and well-defined risk management process. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The VOX VALOR CAPITAL LIMITED - 10 - Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of the Company’s risk appetite including the identification, assessment and monitoring of the Company’s principal risks. For further information on the risks the Board consider to be the most significant for potential investors, Shareholders are referred to the Strategic and Directors’ Report contained in the latest Report and Accounts which are available on the Company’s website. Principle 5 – A Well-Functioning Board of Directors The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Board’s responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company on behalf of Shareholders, to whom the Directors are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company’s approach to risk management. The Board consists of one Executive Director and three Non-Executive Directors, all of whom are considered to be independent. All the Directors are expected to devote as much time to the affairs of the Company as may be necessary to fulfil their roles. Financial information submitted regularly to the Board includes balance sheets and profit & loss accounts; together with analyses of movements in cash, trade debtors and creditors, and fixed assets. Certain other high level decisions that cannot await the convening of a formal Board meeting may be agreed by way of written resolutions. In such cases supporting papers are submitted to the directors and they are given the opportunity to discuss the matter with other directors and executive management. Written resolutions are deemed passed only if all directors vote in favour. It is not practical or justifiable from a cost perspective for the whole Board to meet face-to-face at every board meeting. So where one or more directors is unable to be physically present, use is made of video-conference calls. Principle 6 – Appropriate Skills and Experience of the Directors The Company believes that the current balance of skills within the Board as a whole reflects a broad and appropriate range of commercial, technical and professional skills relevant to the business. The Directors have access to the Company’s external advisers e.g. lawyers and auditors as and when required and are able to obtain advice from other external advisers when necessary. All Directors have access to independent legal advice at the Company’s expense. The Board will seek to take into account Board Diversity & Inclusion for future nominations, with areas to take into account including gender balance. Principle 7 – Evaluation of Board Performance Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner. The Board will review and consider the performance of each director at or around the time of publication of the Company’s Annual Report. On an ongoing basis, board members maintain a watching brief to identify relevant internal and external candidates who may be suitable additions for current board members. The Company undertakes annual monitoring of personal and corporate performance. Responsibility for assessing and monitoring the performance of the executive directors lies with the independent non-executive director. The Board as a whole is mindful of the need for considering succession planning. Principle 8 – Corporate Culture VOX VALOR CAPITAL LIMITED - 11 - The Board believes that a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value in the medium to long-term. The Company recognises the importance of promoting an ethical corporate culture, interacting responsibly with all stakeholders and the communities in which the Company operates. Guided by the Group’s core values of simplicity, empowerment, passion, innovation and authenticity, the Group seeks to promote a culture where its people can thrive. For Vox, this means promoting strong business ethics and putting in place policies and programmes to build trust with employees. As a first priority, Vox seeks to uphold individual human rights in its operations and expects the same from all partners. The Group’s policies outline the behaviours expected from employees and suppliers at all times and set out the Group’s zero tolerance approach towards any form of modern slavery, discrimination or unethical behaviour relating to bribery, corruption or business conduct. The Group is committed to building an inclusive culture, where people feel able to be their best at work, irrespective of age, race, sexual orientation, religion, ethnicity or gender. Principle 9 – Maintenance of Governance Structures and Processes The Board provides strategic leadership for the Company and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the Company implements in its business plans. The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of matters that are reserved as the responsibility of the Board. The CEO leads the development of business strategies within the Group’s operations. The Board currently consists of one Executive Directors and three Non-Executive Directors. The Board considers that there is an appropriate balance between the Executives and Non-executives and that no individual or small group dominates the Board’s decision making. The Board has considered mechanisms by which the business and the financial risks facing the Company are managed and reported to the Board. The principal business and financial risks have been identified and control procedures implemented. The Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk and to provide reasonable but not absolute assurance with regard to the safeguarding of the Company’s assets against misstatement or loss. Internal controls The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s internal control system include: • Close management of the day to day activities of the Group by the executive Directors; • Flat organisational structure with defined levels of responsibility, which promotes entrepreneurial decision making and rapid implementation whilst minimising risks; • A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and cash flow, which is approved by the Board; • Semi-annual reporting of performance against budget; and • Central control over key areas such as capital expenditure authorisation and banking facilities. The Company continues to review its system of internal controls to ensure compliance with best practice, whilst also having regard to its size and the resources available. The Board has an Audit Committee. The Executive Director is responsible for implementing and delivering the strategy and operational decisions agreed by the Board, making operational and financial decisions required in the day-to-day operation of the Company, providing executive leadership to managers, championing the Company’s core values and promoting talent management. The Independent Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Executive Director and ensure that the Company is operating within the governance and risk framework approved by the Board. VOX VALOR CAPITAL LIMITED - 12 - The Board reviews the effectiveness of its corporate governance structures and processes annually. The Company has also implemented A Share Dealing Code for Directors´ and employees´ dealings in securities which is appropriate for a company whose securities are traded on the London Stock Exchange and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016. Principle 10 – Shareholder Communication The Board is committed to maintaining good communication with its shareholders, providing them with such information on the Company’s progress as is permitted by MAR and the requirements of the relevant legislation. The Board believes that the Company’s Annual Report and Accounts, and its Interim Report published after the half year, play an important part in presenting all shareholders with an assessment of the Company’s position and prospects. The Annual General Meeting is the principal opportunity for shareholders to meet and discuss the Company’s business with the Directors. There is an open question and answer session during which shareholders may ask questions both about the resolutions being proposed and the business in general. The Directors are also available after the meeting for an informal discussion with shareholders. Results of shareholder meetings and details of votes cast will be publicly announced through RNS and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions. All reports and press releases are published on the Group’s website: www.voxvalor.com/investors and the Company will continue to keep its website up to date, participate in investor presentations, attend conferences and release news flow and operational updates as appropriate. Application of principles of good governance by the Board of directors There are regular board meetings during the year and other meetings are held as required to direct the overall Company strategy and operations. Board meetings follow a formal agenda covering matters specifically reserved for decision by the Board. These cover key areas of the Company’s affairs including overall strategy, acquisition policy, approval of budgets, major capital expenditure and significant transactions and financing issues. The Board undertakes an annual evaluation of its own performance and that of its committees and individual directors, through discussions and one-to-one reviews with the chairman. Principal Risks and Uncertainties PRINCIPAL RISKS Mobio’s strategy is focused on growth in relatively new markets Since the acquisition of Mobio by Vox, Mobio has started to increase its European and American client base and revenues and this will remain the key focus of Mobio’s management team. In 2022, Mobio incorporated Mobio Global Inc (“Mobio US”), which is managed by Mr Sergey Konovalov and used as the vehicle through which the Mobio Group intends to build its US business. The changes in business processes, the relocation of key team members and the loss of revenue from its previous Russian operating subsidiary caused disruption to the Mobio Group and during this transition period, growth of the Mobio Group may be impacted. There is also a risk that as Mobio Global and Mobio US are less mature, the Mobio Group’s business will not be able to attract new clients and generate the desired levels of revenue and profit. This means there is a risk that the Mobio Group may not be successful in fully replacing the revenue loss caused by the disposal of Mobile Marketing LLC (or achieving this in a timely manner), which if it should occur would have a significant adverse impact on the financial performance and position of the Group. There is a risk that changes in the policy of third party platforms may impact the timing of revenue for the Group A key part of the service Mobio provides involves the use of third-party platforms such as Facebook Ads Manager, Google Ads, the App Store or Google Play. In order to utilise these platforms, Mobio is obliged to comply with the policies of those platforms. There is always a risk that these platform providers may restrict or limit Mobio’s ability to obtain non-personal data that is regularly utilised within the mobile marketing industry for purposes of segmenting, targeting or tracking mobile marketing campaigns. For instance, as part of the release of iOS 14, Apple specified that in 2021 app users would now need to opt in before their identifier for advertisers (“IDFA”) can be accessed by an app. Apple’s IDFA is a string of numbers and letters assigned to Apple devices which advertisers use to identify app users to deliver personalised and targeted advertising. Mobio previously used IDFA to optimise user acquisition strategies and traffic campaigns. Although Mobio was able to adapt VOX VALOR CAPITAL LIMITED - 13 - to these changes and the impact on Mobio’s business was not material, it did result in clients reducing their marketing budgets while the effect of the IDFA depreciation was better understood which delayed the Mobio Group’s receipt of revenues as campaigns were delayed or scaled back initially. Mobio also uses platforms that are maintained by Apple and Google to advertise and market its clients’ apps through app store optimisation techniques and paid app store advertising. Both Apple and Google have broad discretion to make changes to such app management and advertising platforms or to change the manner in which such systems function and also amend their respective terms and conditions applicable to the use of such systems. It is not possible to predict whether Apple and/or Google or other platform providers will change their policies. If such a change in policy were to occur, there is likely to be a period of adaptation and during this period revenue may be reduced. Fortunately, these changes are often made with significant advance warning which gives Mobio and other mobile marketing companies time to adapt to these changes. Changes in algorithms used by platforms may affect the financial performance of Mobio Mobio uses third-party platforms to market its clients’ content and applications including Facebook Ads Manager, Google Ads and Iron Source. The effectiveness of Mobio’s mobile marketing campaigns may be impacted by algorithms that are utilised by app stores or advertising networks or other platforms. Mobio’s ability to understand these algorithms is key to Mobio’s service offering. Third-party platforms can change their algorithms and such changes can reduce the effectiveness of Mobio’s marketing strategies or in the worst case make them redundant. In the event that Mobio’s marketing strategies are less effective, it will make Mobio’s services less attractive to clients which will have a negative effect on Mobio’s revenue and its financial performance. It may also cause Mobio to need to dedicate more internal resource to adapting to changes in algorithms which will divert resource from other projects related to the longer-term success of Mobio. Mobio has implemented an internal quality checking process that is designed to detect changes in algorithms as early as possible so that Mobio can adapt its strategies as soon as practicable after the change. However, there can be no guarantee that these processes will always be successful in detecting changes in algorithms or that Mobio will be able to adapt to the changes quickly. Changes in privacy and data protection laws may negatively affect Mobio’s business Mobio processes and stores data in the ordinary course of its business, including processing and storing of data from mobile devices for executing and optimising mobile marketing campaigns for its clients. Currently, rather than using personal data, Mobio uses its ability to target or segment users based on certain features, such as geography, location, device type, operating system, apps installed on a device or other features and such information can usually be obtained and stored without identifying an individual consumer or app user. Mobio’s understanding is that in the jurisdictions in which Mobio is active this is normally outside the scope of data privacy and protection regulations and legislation. Mobio believes it complies with the applicable data protection and privacy regulations in the relevant jurisdictions, however, there is no guarantee that these data protection and privacy regulations will not be subject to change. Mobio operates in a number of jurisdictions, the vast majority of which are subject to complex laws relating to privacy and data protection. The trend is for these data protection and privacy-related laws and regulations to become more and not less restrictive. There is a risk that there may be changes to the privacy and data protection in jurisdictions in which Mobio carries out business which result in greater regulatory oversight and increased levels of enforcement and sanctions. If there are changes to data protection and privacy regulations which impose in greater compliance obligations on Mobio, this is likely to result in increased costs for Mobio and therefore for the Group. In particular, there is likely to be additional cost of staff training in order to adapt to changing business practices and comply with new regulations and legislation. Furthermore, such changes may impact on the marketing budgets that clients will spend (or the timing thereof) and this may have a (temporary or more permanent) impact on Mobio’s revenue and therefore indirectly affect the Group. In the event that Mobio is found to have breached data protection and privacy regulations, it could be exposed to large fines which are likely to cause significant reputational damage to Mobio which will be likely to have a significant negative effective on the financial performance of the Mobio Group. Mobio is subject to credit risk through the default of a client Mobio is subject to credit risk through the default of a client. Mobio is generally paid in arrears for a significant proportion of its services and invoices are typically payable within 30 days for agency clients and up to 90 days for direct-to-brand clients, which accounts for an increasing proportion of Mobio’s business mix. There can be no assurance that one or more significant clients may not at any future time file for bankruptcy, become insolvent or otherwise be unable or unwilling to pay sums due. In such event, Mobio may be unable to collect balances due to it on a timely basis or at all. The damages, costs, expenses, or legal fees arising from lack of payment by a significant client or other counterparty could have a material adverse effect on the business, revenues, results of operations, financial condition or prospects of the Group. RISKS RELATING TO THE GROUP VOX VALOR CAPITAL LIMITED - 14 - The Company is reliant on key executives and people The Group’s business, development and prospects are dependent upon the continued services and performance of its Proposed Directors and senior management. The experience and commercial relationships of the Proposed Directors and senior management will help the Group execute its strategy. The Directors and the Proposed Directors believe that the loss of services of any existing senior management, or failure to attract and retain necessary people, could adversely impact the business, prospects, financial condition, results of operations and development of the Group. Risk of additional UK, EU, UN and US sanctions against Russian individuals or entities Certain persons and entities related to Russia were made the subject of UK, EU, UN and US sanctions following Russia’s annexation of Crimea. Following Russia’s recent invasion of Ukraine in 2022, further persons and entities with connections to Russia have been sanctioned by the United States, the EU and the UK. Currently the sanctions situation is changing very quickly with no advance notice. These sanctions and the uncertainty concerning additional future sanctions were considered undesirable for a publicly listed group and this was the key driver for Vox Capital’s decision to sell Mobile Marketing LLC and cease trading with Russian clients. As a result of this decision, this has meant that no company in the Group is incorporated in Russia and that none of the Group has a banking relationship with a Russian financial institution. Also, the Group no longer transacts with Russian clients. The Group still employs or engages contractors that are Russian nationals outside Russia. No person employed or engaged by the Group or any entity in the Group is currently subject to any sanctions. None of the Russian nationals engaged have political affiliations or other factors that would be likely to expose them to the possibility of being personally sanctioned. Therefore, the Board’s assessment is that there is currently a very low risk of a sanction applying or effecting the Group in any way. The main risk is that one or more sanctions regimes are expanded to indiscriminately target Russian nationals, which the Board considers to be very unlikely as generally sanctions are targeted at a governmental regime and parties related to that regime rather than the mass population of a particular country. If this were to occur, there would be period of disruption for the Group to re-organise the Group’s labour force so that it was unaffected by sanctions. This disruption is likely to negatively affect the revenue of the Group, cause one off costs such as recruitment costs and possibly an increase in the Group’s cost base due to needing to pay higher wages to attract appropriately qualified staff. Therefore, this is likely to negatively affect the financial performance of the Group. In any case, the Group has adopted a sanction policy and regularly cross checks all Russian national staff and employees against sanctions lists. RISKS RELATING TO THE COMPANY’S ACQUSITION STRATEGY The Company may not successfully identify and complete further suitable acquisition opportunities in the future It is the Group’s strategy to grow the Mobio business and pursue acquisition opportunities that are complementary to the Group’s business. Although Vox Capital is in discussions with a number of targets, the Company cannot estimate how long it will take to conclude acquisitions or whether they will be concluded at all. If the Company fails to complete a proposed acquisition (for example, because it has been outbid by a competitor or there is an issue with the target company) it may be left with substantial unrecovered transaction costs. These costs will reduce the Company’s cash reserves and this may mean the Company needs to raise further funds outside of the Working Capital Period. The desired synergies from acquisitions may not be realised The Group level of profit will be reliant upon the existing business and the performance of any businesses acquired. The success of the Company’s strategy in part depends upon the ability of the Group’s management team to apply their financial and sectoral expertise to effect operational improvements in the acquired companies. There can be no guarantee that if acquisitions are made that they will be a success and/or will be accretive to the profitability of the Group. This may be because the business does not perform as expected as, there are difficulties in cross selling or up selling the Group’s offering to the acquired company’s clients or vice versa or integrating sales efforts more generally. There can also be difficulties retaining and incentivising the staff of the acquired business and retaining clients of the acquired business. In addition, even if the Company completes an acquisition, general economic and market conditions or other factors outside the Company’s control could make the Company’s operating strategies difficult or impossible to implement. All of these factors mean that the desired synergies or economies of scale may not be achieved and therefore the acquisition has a negative effect on the profits of the Group and takes up unexpected cash resource and management time. The Company will endeavour to avoid these risks through extensive legal, financial and commercial due diligence and approach every acquisition with a plan on how it is to be integrated, however, there can be no guarantee that these plans will be successful. Acquisitions of private companies are subject to a number of risks Although the Company is not ruling out acquiring a public company, it is focused on acquiring unlisted private companies. Private companies may have limited operating histories and smaller market shares than publicly held businesses making them more vulnerable to changes in market conditions or the activities of competitors. They are also often dependant on a small number of key personnel who often will need to be motivated to stay with the business to continue its previous success. The VOX VALOR CAPITAL LIMITED - 15 - public disclosure requirements for private companies are usually significantly less than for public companies and the Company will therefore be dependent on its due diligence and assurances obtained from the seller or sellers to understand the risks related to the target business. There can be no assurance that the due diligence undertaken with respect to a potential acquisition will reveal all relevant facts that may be necessary to evaluate an acquisition including the determination of the price the Company may pay. Also, the seller or sellers may provide information during the due diligence process that may be inadequate, incomplete, or inaccurate. If the due diligence fails to uncover material issues or such issues are not disclosed, then the Company may have overpaid for the target business and/or need to provide the target business with additional capital. This may result in the Group incurring substantial impairment charges or other losses. Statement of disclosure to auditors Each person who is a Director at the date of approval of this Annual Report confirms that: • So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware; • Each Director has taken all the steps that he ought to have taken as Director in order to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information; and • Each Director is aware of and concurs with the information included in the Strategic Report. Post Balance Sheet Events Further information on events after the reporting date is set out in note 30. Branches Outside the UK The Group head office is in UK and the subsidiaries are located in US, Singapore and Hong Kong. In accordance with Section 414C (1) of the Companies Act 2006, the Group chooses to report the review of the business, the future outlook and the risks and uncertainties faced by the Company in The Strategic Report on page 4. Directors’ Remuneration Report The Directors’ remuneration is disclosed in note 24 The Company has one executive director. The Remuneration Policy It is the aim of the committee to remunerate executive directors competitively and to reward performance. The Remuneration Committee determines the Company's policy for the remuneration of executive directors, having regard to the UK Corporate Governance Code and its provisions on directors' remuneration. Service agreements and terms of appointment The directors have service engagement contracts with the Company. No pension contributions were made by the Company on behalf of its directors. Approval by shareholders At the next Annual General Meeting of the Company a resolution approving this report is to be proposed as an ordinary resolution. This report was approved by the board on 22 April 2024. On behalf of the board ___ John G Booth Chairman VOX VALOR CAPITAL LIMITED - 16 - INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF VOX VALOR CAPITAL LIMITED Opinion We have audited the financial statements of Vox Valor Capital Limited (the “Company”) and its subsidiary undertakings (together referred to as the “Group”) for the year ended 31 December 2022, which comprise:  the consolidated statement of comprehensive income for the year ended 31 December 2023;  the consolidated and company statement of financial position as at 31 December 2023;  the consolidated statement of cash flows for the year ended 31 December 2023;  the consolidated and company statement of changes in equity for the year ended 31 December 2023;  notes to the financial statements, which include a summary of significant accounting policies and other explanatory information In our opinion, the financial statements: give a true and fair view of the state of the Group and Company ’s affairs as at 31 December 2023 and the Group’s loss for the year then ended; and have been properly prepared in accordance with UK-adopted International Accounting Standards. Our opinion is consistent with our reporting to the audit committee. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided. We have provided no non-audit services to the Company or its controlled undertakings in the period under audit. Conclusions relating to going concern In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting included carrying out a risk assessment which covered the nature of the group, its business model and related risks including where relevant the impact of Coronavirus, the requirements of the applicable financial reporting framework and the system of internal control. We evaluated the directors’ assessment of the group’s ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluated the directors’ plans for future actions in relation to their going concern assessment. Additionally, we reviewed and challenged the results of management’s stress testing, to assess the reasonableness of economic assumptions on the Group’s solvency and liquidity position. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s or Group’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Overview of our audit approach Materiality In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be $251,783 based on approximately 2% of the Group’s gross assets for the financial year. We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to VOX VALOR CAPITAL LIMITED - 17 - the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. We determined performance materiality to be $188,837. Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors’ remuneration. We agreed with the Audit Committee to report to it all identified errors in excess of $12,589. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds. Overview of the scope of our audit Our group audit was scoped by obtaining an understanding of the group and its environment, including the group’s system of internal control, and assessing the risks of material misstatement in the financial statements at the group level. The Group has 3 components, Vox Valor Capital Limited (the listed legal parent company), Vox Capital Limited (the UK registered holding company of Mobio Global Limited) and Mobio Global Limited (“Mobio”) (the main operating business of the group). In approaching the audit, we considered how the group is organised and managed. Our group audit scope focused on the group’s principal operating business, Mobio, which was subject to a full scope audit together with the listed legal parent company Vox Valor Capital Limited and Vox Capital Limited. Shipleys LLP performed the audit of both Vox Valor Capital Limited and Vox Capital Limited. Bellerage Audit LLC performed the audit of the Mobio component. The group audit team was actively involved in the direction of the audit and specific audit procedures performed by the component auditor along with the consideration of findings and determination of conclusions drawn. As part of our audit strategy, we issued group audit engagement instructions and discussed the instructions with the component auditor. A senior member of the group audit team met with the component auditor and performed a review of the component audit files and we discussed the audit findings with the component auditor. We performed a full scope audit on the Group in accordance with ISAs (UK). We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at areas where the Directors made subjective judgements, which involved making assumptions and considering future events that are inherently uncertain, such as their going concern assessment. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance on our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. Going concern was identified as a key audit matter and has been addressed within the “Conclusions relating to going concern” section of the audit report. We have determined that there are no other key audit matters to communicate in our report. Our audit procedures in relation to the matter were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on the matter individually and we express no such opinion. Key audit matter How our audit addressed the key audit matter Revenue recognition We carried out procedures to test the revenue and to consider whether the application of the revenue recognition policy was appropriate, having regard any contractual terms and obligations. This also includes reviewing the work carried out by the component auditors with regards to revenue. Based on this understanding, we considered if the underlying income was recognised in accordance with the stated accounting policy. Management override of controls We have reviewed journal adjustments and the rationale behind them and have considered whether these have been subject to potential management bias. From our procedures carried out no adverse issues were identified with regards to management override of controls. Valuation of investments at fair value The Group holds an Investment in Airnow plc at Fair Value. Airnow plc is an unquoted company and there is a risk in relation establishing the fair value from reliable and independent market data. We have reviewed the management’s assessment of the valuation of the group’s investment in Airnow plc. VOX VALOR CAPITAL LIMITED - 18 - The directors were able to provide independent evidence of the market value as at 31 December 2023. Our procedures did not result in any significant findings surrounding the accounting for the transaction based on the audit evidence obtained. Impairment of investment in subsidiaries Due to current economic conditions (such as increase in interest rates) There is a risk that investment in subsidiaries held by VVC Ltd might have impairment We have reviewed the management’s impairment assessments for the cost of investments in subsidiaries. The directors were able to provide evidence of value in use being greater the costs of investments in the parent company . Our procedures did not result in any significant findings surrounding the accounting for the transaction based on the audit evidence obtained. Deferred Tax assets in Mobio group Mobio global has recognised a deferred tax asset in its balance sheet for the year ended 31 st December 2023. The pre-conditions for recognising deferred assets are very stringent. We need to ensure that there will be sufficient profits in future year to utilize previous years trading losses. To confirm that there will be sufficient trading profits to set off carried forward losses we have review client’s financial plan for the next five years. Our procedures did no result in any significant findings surrounding the accounting for the deferred tax asset. Other Information The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the non-statutory financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the non-statutory financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in respect of these matters. Responsibilities of directors As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. VOX VALOR CAPITAL LIMITED - 19 - Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were relevant company law and tax legislation in the jurisdictions in which the Group operates. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, and reviewing accounting estimates for biases. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances on non- compliance with laws and regulations that are not closely related to events and transactions reflected in the non-statutory financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Appointment We were appointed by the board on 21 February 2022. Our total uninterrupted period of engagement is 3 years. Use of our report This report is made solely to the Company’s members, in accordance with the terms of our engagement letter. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. BENJAMIN BIDNELL Senior Statutory Auditor For and on behalf of SHIPLEYS LLP Chartered Accountants and Statutory Auditor 10 Orange Street, Haymarket, London, WC2H 7DQ 24 April 2024 VOX VALOR CAPITAL LIMITED - 20 - Consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2023 Operating income and expenses Notes 31 December 2023 31 December 2022 Sales revenue 1 5,572,881 13,829,357 Total income 5,572,881 13,829,357 Operating expenses 2 (4,307,382) (12,585,236) Administrative expenses 4 (821,068) (670,594) Contractors’ fees (306,965) (346,514) Professional services (128,048) (67,873) Audit and accountancy fees (49,758) (68,142) Right-of-use assets expenses (19,906) (38,290) Depreciation of tangible/intangible assets (17,143) (23,664) London Stock Exchange fee (12,439) - Total operating costs (5,662,709) (13,800,313) OPERATING PROFIT / (LOSS) (89,828) 29,044 Non-operational income and expenses Non-operating income 5 15,987 70,989 Non-operating expenses 5 (30,942) (8,387) RTO Expenses 6 (29,544) (2,723,648) NET NON-OPERATING RESULT (44,499) (2,661,046) Financial income and expenses Interest income / (expenses) 7 (527,877) (490,194) Financial income / (expenses) 8 92,619 (73,394) NET FINANCIAL RESULT (435,258) (563,588) PROFIT / (LOSS) BEFORE TAX (569,585) (3,195,590) Profit tax (239) (15,492) Deferred taxes 9 382,369 65,312 PROFIT / (LOSS) FOR THE PERIOD (187,455) (3,145,770) OTHER COMPREHENSIVE INCOME Revaluation reserve - (393) Transactions with owners (business restructuring) 10 3,896 (1,509,883) Exchange differences on translating foreign operations - 222,601 Translation difference 652,910 (1,077,074) OTHER COMPREHENSIVE INCOME 656,806 (2,364,749) TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD 469,351 (5,510,519) Basic and diluted loss per share 11 (0,01) (0,14) VOX VALOR CAPITAL LIMITED - 21 - Consolidated statement of financial position as at 31 December 2023 ASSETS Notes 31 December 2023 31 December 2022 Non-current assets Investments 12 10,641,147 10,156,381 Deferred tax assets 9.1 448,155 58,162 Right-of-use assets 15 49,232 66,156 Intangible assets 14 9,114 7,038 Tangible fixed assets 13 1,784 3,391 Total non-current assets 11,149,432 10,291,128 Current assets Trade and other receivables 16 1,296,517 2,930,095 Cash at bank 17 144,182 911,686 Other short-term assets - 3,516 Total current assets 1,440,699 3,845,297 TOTAL ASSETS 12,590,131 14,136,425 EQUITY AND LIABILITIES EQUITY Share Capital 25 194,426 194,426 Share premium 25 13,424,392 13,660,572 Share based payments 1,926,720 1,926,720 Revaluation reserve 854,196 854,196 Retained earnings (7,128,181) (6,944,622) Translation difference (220,443) (873,353) TOTAL EQUITY 9,051,110 8,817,939 LIABILITIES Non-current liabilities Loans (long term) 19 2,567,010 2,055,712 Other long-term liabilities 20 32,619 53,722 Total non-current liabilities 2,599,629 2,109,434 Current liabilities Trade and other payables 18 618,358 2,905,091 Loans (short term) 19 94,950 81,608 Accrued expenses 20,448 34,235 Current tax liabilities 18,062 17,823 Other short-term liabilities 21 187,574 170,295 Total current liabilities 939,392 3,209,052 TOTAL LIABILITIES 3,539,021 5,318,486 TOTAL EQUITY AND LIABILITIES 12,590,131 14,136,425 VOX VALOR CAPITAL LIMITED - 22 - Consolidated statement of changes in equity for the year ended 31 December 2023 Exchange Share Share Share based Revaluation Convertible Retained differences on Translation Notes Capital premium payments reserve notes earnings translating difference Total equity reserve foreign operations Balance at 1 January 2023 194,426 13,660,572 1,926,720 854,196 - (6,944,622) - (873,353) 8,817,939 Transactions with owners - (236,180) - - - - - - (236,180) Results from activities - - - - - (187,455) - - (187,455) Other comprehensive income - - - - - 3,896 - 652,910 656,806 Balance at 31 December 2023 194,426 13,424,392 1,926,720 854,196 - (7,128,181) - (220,443) 9,051,110 Exchange Share Share Share based Revaluation Convertible Retained differences on Translation Notes Capital premium payments reserve notes earnings translating difference Total equity reserve foreign operations Balance at 30 September 2021 187,128 12,938 ,022 - 854,196 393 (2,288,969) (222,601) 203,721 11,671,890 Transactions with owners 7,298 722,550 1,926,720 - - - - - 2,656,568 Results from activities - - - - - (3,145,770) - - (3,145,770) Other comprehensive income - - - - (393) (1,509,883) 222,601 (1,077,074) (2,364,749) Balance at 31 December 2022 194,426 13,660,572 1,926,720 854,196 - (6,944,622) - (873,353) 8,817,939 VOX VALOR CAPITAL LIMITED - 23 - Consolidated statement of cash flows for the year ended 31 December 2023 OPERATING ACTIVITIES Notes 31 December 2023 31 December 2022 Profit / (loss) before taxation (569,585) (3,195,590) Adjustments for Depreciation of tangible/intangible fixed assets 17,143 23,664 Depreciation of right-of-use assets 19,906 38,290 Interest not paid (received) 124,048 51,562 Inventories - 33 Trade and other receivables 1,633,578 (1,186,224) Trade and other payables (2,286,733) 940,044 Other assets 3,516 132,660 Other liabilities 18,282 (24,284) Accrued expenses (13,787) 23,579 Non-operating expenses - 3,148,046 Cash generated from operations (1,053,632) (48,220) Taxes reclaimed (paid) - - Total cash flow from operating activities (1,053,632) (48,220) INVESTMENT ACTIVITIES Purchase /disposal of property, plant and equipment - (3,391) Purchase /disposal of other intangible assets (17,072) (15,276) Acquisition of subsidiaries, net of cash acquired - (291,747) Total cash flow from investment activities (17,072) (310,414) FINANCING ACTIVITIES Loans given / received 495,000 625,000 Financial obligations (right-of-use) (20,229) (71,103) Interest paid (right-of-use) (1,877) (5,032) Total cash flow from financing activities 472,894 548,865 NET CASH FLOW (597,810) 190,231 Exchange differences and translation differences on funds (169,694) (34,704) MOVEMENTS IN CASH FUND (767,504) 155,527 Balance as of beginning of the period 911,686 756,159 Movement for the period (767,504) 155,527 Balance as of the end 144,182 911,686 VOX VALOR CAPITAL LIMITED - 24 - Notes to the consolidated financial statements, comprising significant accounting policies and other explanatory information for the year ended 31 December 2023 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 On 18 October 2023 the Sale-purchase agreement was concluded on sale 100% shares of Mobio (Singapore) Pte. Ltd from Mobio Global Ltd to Vox Valor Capital Ltd. 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)  Simon Retter (Non-Executive Director) (resigned on 31 August 2023)  Konstantin Khomyakov (Finance Director) Going concern At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Management continues to adopt the going concern basis of accounting in preparing the financial statements. ACCOUNTING POLICIES The Consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards (“IFRS”) and interpretations issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Standards Interpretations Committee (“IFRIC”). The presentational currency of the Group is US dollars (USD). The notes are an integral part of the financial statements. Reporting period These financial statements are presented as a continuation of the financial statements of Vox Capital Ltd. These financial statements represent the financial reporting period of the Group from 1 January 2023 till 31 December 2023. The end of the reporting period of Vox Capital Ltd has been changed in 2022 from 30 September to 31 December, so the comparative period is from 1 October 2021 to 31 December 2022 for Vox Capital Ltd and subsidiaries for the period from 1 January to 31 December. General VOX VALOR CAPITAL LIMITED - 25 - 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 On 30 June 2021 the Company announced its intention to acquire Vox Capital Ltd, the parent company that wholly owns a mobile marketing agency, Mobio Global, and has shareholdings in an influencer marketing automation platform and a mobile app monetisation platform. The Acquisition was constituted a Reverse Takeover (RTO) under the Listing Rules as the value of the consideration exceed the Company's market capitalisation and it result in a fundamental change in the business of the Company as it owns an operating business. On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers. 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 Capital Ltd and all its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control. The Company controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.  The Company acquired Vox Valor Capital LTD on 30 September (holding company)  The Company acquired Vertu Capital Holding Ltd on 30 September (holding company) and disposed on 23 February 2023  The Company acquired Vox Valor Capital Singapore Pte Limited on 8 October 2020 (holding company)  The Company acquired Initium HK Limited on 14 December 2020 (holding company)  The Company acquired Mobio (Singapore) Pte Ltd on 14 October 2020.  The Company acquired Mobio Global Inc. on 27 April 2022 Principles for foreign currency translation The financial statements of the Group are presented in US dollars, which is the Group’s presentation currency. Receivables, liabilities, and obligations denominated in any currency other than USD are translated at the exchange rates prevailing as of the reporting date. Transactions in any currency other than USD during the financial year are recognized in the financial statements at the average annual exchange rate. The exchange differences resulting from the translation as of the reporting date, taking into account possible hedging transactions, are recorded in the consolidated statement of profit or loss and other comprehensive income. The nominal value of the share capital and other share components of the subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of sterling (GBP) and translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the Exchange differences on translating foreign operations in the statement of financial position. Cross-rates GBP/USD, USD/SGD and average rate GBP/USD are taken from https://www.exchangerates.org.uk/ and closing rate GBP/USD is taken from the site Currency Exchange Rates - International Money Transfer | Xe.com. GBP/USD 31.12.2023 31.12.2022 Closing rate 1.2731 1.2101 Average rate 1.2439 1.2369 Revenue The Group’s revenue comprises primary income from the provision of mobile marketing services in 2023 and 2022. 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 VOX VALOR CAPITAL LIMITED - 26 - 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 VOX VALOR CAPITAL LIMITED - 27 - 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. 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). VOX VALOR CAPITAL LIMITED - 28 - 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 Upon initial recognition the receivables are included at fair value and then valued at amortised cost. The fair value and amortised cost equal the face value. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. All receivables are due within one year. Cash Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement. The cash flow statement from operating activities is reported using the indirect method. Provisions These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost. Deferred taxes A deferred tax liability / asset is recognized for any differences in commercial and fiscal valuation of the Group's assets and liabilities. Taxation Current tax is the tax currently payable based on the taxable profit for the year. The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset. Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses. Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity. Inventories Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Cost of inventory is determined on the weighted average cost basis. Financial income and expenses Financing income includes forex exchange and financial expenses include bank fee. Possible impact of amendments, new standards and interpretations issued but not yet effective for the accounting period beginning on 31 December 2023 Up to date of issue of the financial statements, the IASB has issued a number of amendments and new standards, IFRS 17, Insurance contracts, which are not yet effective for the year ended 31 December 2023 and which have not been adopted in these financial statements. VOX VALOR CAPITAL LIMITED - 29 - These developments include the following which may be relevant to the Company (effective for accounting periods beginning on or after 1 January 2024): - Amendments to IAS 1, Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants - Amendments toIFRS 16, Lease Liability in a Sale and Leaseback - Amendments to IAS 7 and IFRS 7, Disclosures: Supplier Finance Arrangements - Amendments to IAS 21, Lack of exchangeability The Company 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 December 2023 31 December 2022 UK 4,840,657 9,817,001 Singapore 718,692 297,932 USA 13,532 3,308 Russian Federation - 3,711,116 Total 5,572,881 13,829,357 Revenue is segmented by the country where it was received. () Reflected the revenue received in the Russian Federation for the period from January 1 to August 2, 2022 (date of disposal of Mobile Marketing LLC) (Note 10). 2. Operating expenses Country 31 December 2023 31 December 2022 UK 3,318,094 9,336,308 Singapore 833,170 815,484 USA 156,118 8,860 Russian Federation - 2,424,584 Total 4,307,382 12,585,236 Expenses 31 December 2023 31 December 2022 Platforms and publishers’ fees 3,059,181 10,976,611 Premium receivable from platforms - (82,439) Contractor fees 1,248,201 1,327,870 Salary - 306,220 Insurance contributions - 50,806 Other - 6,168 Total 4,307,382 12,585,236 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. () Reflected the amount of operating expenses incurred in the Russian Federation for the period from January 1 to August 2, 2022 (date of disposal of Mobile Marketing LLC) (Note 10). 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 December 2023 31 December 2022 Wages & Salaries - Chief executive 340,661 236,637 Wages & Salaries 82,888 184,052 Social taxes - Chief executive 84,962 9,225 Social taxes 14,235 21,394 Audit and Accountancy fees (admin) 159,104 68,064 IT services and license fees 30,592 94,283 Voluntary medical insurance of employees 28,242 6,911 VOX VALOR CAPITAL LIMITED - 30 - Business travel expenses 22,370 12,690 Employers National Insurance 20,664 4,272 Advertising & Marketing 19,854 - Other administrative expenses 17,496 33,066 Total 821,068 670,594 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. Staff details (administrative and operating) Number of staff 31 December 2023 31 December 2022 UK 3 2 including Director 2 2 Singapore - - USA 2 4 including Director 1 1 Total 5 6 Staff cost (operating and administrative) 31 December 2023 31 December 2022 Wages & Salaries - Chief executive 340,661 236 637 Wages & Salaries 82,888 490 272 Social taxes - Chief executive 84,962 9 225 Social taxes 14,235 72 200 Total 522,746 808 334 Current year audit fees USD 44,804 (equivalent of £40k), comparative USD 44,804 (equivalent of £40k). 5. Non-operating income and expenses Non-operating income 31 December 2023 31 December 2022 VAT (tax agent) reversing 6,242 - Provision for bad debts (gain) 6,702 67,767 Other non-direct income 3,043 3,222 Total 15,987 70,989 Non-operating expenses 31 December 2023 31 December 2022 Provision for bad debts - 6,702 Accounts receivable written-off 8,004 - Other non-operating expenses 22,938 1,685 Total 30,942 8,387 6. Reverse acquisition (RTO) Expenses 31 December 2023 31 December 2022 Acquisition of Vox Capital Ltd (note 26) - 1,856,898 Consulting fees 29,544 866,750 Total 29,544 2,723,648 7. Interest income and expenses Interest income 31 December 2023 31 December 2022 Other interest income - 272 Interest income total - 272 Interest expenses 31 December 2023 31 December 2022 TDFD loan interest 494,727 303,711 Loan Note Interest Expense - 172,440 AdTech loan 28,269 7,179 Mobile Marketing LLC 3,004 2,104 Rent interest 1,877 5,032 Total 527,877 490,466 8. Finance income and financial expenses Finance income 31 December 2023 31 December 2022 FX differences 97,325 - Total 97,325 - VOX VALOR CAPITAL LIMITED - 31 - Finance expenses 31 December 2023 31 December 2022 FX differences - 60,552 Bank fee 4,706 12,842 Total 4,706 73,394 9. Taxation Profit tax 31 December 2023 31 December 2022 UK corporation tax (19%) - 12,584 USA (21%) - - Singapore corporation tax (17%) (239) (17,823) Russian corporation tax (20%) - (10,253) Total current tax (239) (15,492) Deferred tax Deferred tax UK 244,593 33,520 Deferred tax USA 124,232 21,060 Deferred tax Singapore 13,544 866 Deferred tax Russia - 9,866 Deferred tax in Profit and Loss report 382,369 (65,312) Taxation on profit on ordinary activities 382,130 49,820 Deferred tax in Statement of financial position - opening balance 58,162 42,174 Deferred tax in Statement of Profit and Loss during reporting period 382,369 65,312 Translation difference 7,624 (16,148) Deferred tax in Statement of financial position - disposed companies - (33,176) Deferred tax in Statement of financial position for the period 448,155 58,162 () Local reporting period for the Mobio Global UK is a financial year since June 1 until May 31 and the final amount of the profit tax payable will be calculated till the reporting date. According to the results of the local financial year for 2021, the Company received a loss, thus the amount of tax accrued in the reporting 2021 is reversed in the 2022. Reconciliation of tax expense 2023 Mobio Global Mobio Singapore Mobio USA Total Profit on ordinary activities before taxation (1,287,333) (78,263) (591,578) (1,957,174) Tax rate 19% 17% 21% x Profit on ordinary activities multiplies by standard rate (244,593) (13,305) (124,232) (382,130) Effects of: (a) Actual taxes in reporting package (248,582) (14,683) (124,232) (386,358) (b) Profit tax to be paid - 239 - 239 (c) Translation difference 3,989 - - 3,989 Total (244,593) (14,444) (124,232) (382,130) Including: Deferred tax (244,593) (14,683) (124,232) (382,369) Profit tax - 239 - 239 Reconciliation of tax expense 2022 Mobio Global Mobile Marketing Mobio Singapore Mobio USA Total Profit on ordinary activities before taxation (176,422) (5,782) 92,125 (100,285) (190,364) Tax rate 19% 20% 17% 21% - Profit on ordinary activities multiplies by standard rate (33,520) (1,157) 15,661 (21,060) (40,076) Effects of: (a) Taxes not recognized - - (1 296) - (1,296) (b) Tax effect of permanent difference / temporary - (1,544) - - (1,544) (c) Actual taxes in reporting package (14,308) (9,077) (866) (21,060) (45,311) VOX VALOR CAPITAL LIMITED - 32 - (d) Profit tax to be paid - 10,253 17,823 - 28,076 (e) Translation difference (19,212) (789) - - (20,001) Total (33,520) (1,157) 15,661 (21,060) (40,076) Taxes in reporting package (c+d+e) (33,520) 387 16,957 (21,060) (37,236) Profit tax 2021 cancelling (12,584) - - - (12,584) Total taxes in reporting package (46,104) 387 16,957 (21,060) (49,820) No deferred income tax asset has been recognised 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. Net deferred tax assets recognized as of 31 December 2022, was not impaired. 9.1. Deferred taxes Deferred taxes movement 2023 As of 1 January Movements As of 31 December Item Deferred BS Charge to profit or loss Translation difference Deferred BS Right-of-use assets 940 (149) 45 836 Property and equipment - 331 8 339 Intangible assets (1 338) (317) (76) (1,731) Trade receivables (payables) (28,136) (1,948) (1,554) (31,638) Provisions 1,139 (1,139) - - Losses of previous years 85,557 385,591 9,201 480,349 Total 58,162 382,369 7,624 448,155 Deferred taxes movement 2022 As of 1 January Movements As of 31 December Item Deferred tax BS Charge to profit or loss Translation difference Writing-off (investment disposal) Deferred tax BS Right-of-use assets 2,139 (949) 62 (312) 940 Property and equipment (4,500) 2,110 (546) 2,936 - Intangible assets - (2,356) 44 974 (1,338) Trade receivables (payables) 31,040 (25,831) 4,421 (36,627) (26,997) Borrowings 147 (27) 27 (147) - Provisions 13,348 (13,553) 205 - - Losses of previous years - 87,026 (1,469) - 85,557 Translation difference - 18,892 (18,892) - - Total 42,174 65,312 (16,148) (33,176) 58,162 10. Transactions with owners (business restructuring) Transactions 2023: On 23 February 2023 Vertu Capital Holding Ltd was disposed, total effect on these restructuring is a loss in amount of USD 3,896. Transactions 2022: Investment in Mobile Marketing LLC disposal Given the current geopolitical context and uncertainty surrounding the sanction regime, on 22 July 2022 the Group disposed of Mobile Marketing LLC to Sergey Konovalov (international group member, the ultimate beneficiary), which became effective with the Russian registry on 2 August 2022. The consideration due from Sergey Konovalov to Mobio Global LTD as a result of the transfer was 303,660 USD. Mobio Global LTD applied the transfer consideration to repay part of the amounts owed (being at least 303,660 USD) by Mobio Global LTD to Vox Capital Ltd in respect intra-Group balances. In connection with the deal on selling shares of Mobile Marketing LLC on August 2, 2022, the relevant amount of Contingent shares consideration was written-off the balance. The sale of a subsidiary to an ultimate beneficiary is accounted for as an equity transaction with owners. The effect of restructuring of the business is as follows: 2022 Income from investment in Mobile Marketing LLC (Russia) sale 303,660 Goodwill writing-off (1,923,299) Mobile Marketing LLC (Russia) net assets (702,268) Contingent shares consideration Mobio Russia writing-off 1,195,583 VOX VALOR CAPITAL LIMITED - 33 - Total effect on business restructuring (1,126,323) Investment in Storiesgain Pte Ltd disposal Storiesgain Pte Ltd is incorporated in Singapore. Its registered office is 68 Circular Road, #02-01, Singapore, 049422. The principal activity of Storiesgain Pte Ltd is advertising activities with other information technology and computer service activities as the secondary activity. As of 30 September 2021 the number of shares held in Storiesgain Pte Ltd was 20 and represented a 18.00% holding. The shares in Storiesgain Pte Ltd was directly held by Initium HK Limited. In accordance with Shares sale and purchase agreement dated June 25, 2022 the shares in Storiesgain Pte Ltd were sold to an independent buyer. The amount of remuneration due to the Group is 122,400. The sale of a subsidiary to an ultimate beneficiary is accounted for as an equity transaction with owners. The effect of restructuring of the business is as follows: 2022 Income from investment in Storiesgain sale 122,400 Cost of investment (505,960) Effect on business restructuring (383,560) Total effect on business restructuring 2022 is a loss in amount of USD 1,509,883. 11. Earnings per share Basic (losses)/earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As at 31 December 2022 the Group has outstanding Warrants issued to the NED Directors (Non-executive directors) and Stonedale Management and Investments Limited Ltd (Stonedale), which when exercised will convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333. 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. 31 December 2023 31 December 2022 Loss for the period after tax for the purposes of basic and diluted earnings per share (187,455) (3,145,770) Number of ordinary shares 2,368,395,171 2,368,395,171 Weighted average number of ordinary shares in issue for the purposes of basic earnings per share 2,368,395,171 2,195,443,485 Loss per share (cent) (0.01) (0.14) 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. 12. Investments Investments in subsidiaries Subsidiary undertakings Country of incorporation 31 December 2023 31 December 2022 Vertu Capital Holding Ltd. United Kingdom - 100% 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% - Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding investments in stock. Vertu Capital Holding Ltd disposed on 23 February 2023. Mobio Global Limited was created as an acquisition purposes vehicle. On April 27, 2022, the Company purchased the shares VOX VALOR CAPITAL LIMITED - 34 - in Mobio Global Inc. (USA), the total purchase price is 30 000 USD. On October 18, 2023, the Company sold the shares in Mobio (Singapore) Pte Ltd o Vox Valor Capital Ltd, the total purchase price was 1 000 USD. Subsidiary undertakings Country of incorporation 31 December 2023 31 December 2022 Mobio Global Inc. USA 100% 100% Mobio (Singapore) PTE LTD Singapore - 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 December 2023 31 December 2022 Airnow PLC shares 10,641,147 10,156,281 Total 10,641,147 10,156,281 Airnow PLC is incorporated in the United Kingdom. Its registered office is Salisbury House, London Wall, London, EC2M 5PS. The principal activity of Airnow PLC is the development of services to the mobile app community. The number of shares held in Airnow PLC is 5,736,847 and represents a 6.37% holding. The shares in Airnow PLC are directly held by Vox Valor Capital Singapore Pte Limited. There is no amount still to be paid in respect of these shares. No amount is owed either to or from Airnow PLC by the Vox Group. 13. Tangible fixed assets Cost 2023 2022 As of 1 January 3,391 93,346 Additions - 7,110 Disposals - (14,443) Disposals - subsidiaries sale - (83,986) Translation difference 176 1,364 As of 31 December 3,564 3,391 Depreciation As of 1 January - (71,778) Depreciation charge (1,743) (9,497) Disposals - 14,443 Disposals - subsidiaries sale - 67,938 Translation difference (40) (1,106) As of 31 December (1,783) - Net book value As of 1 January 3,391 21,568 As of 31 December 1,784 3,391 Tangible fixed assets are amortized over 3 years. Depreciation expenses are included in profit and loss under the «Depreciation of tangible / intangible assets». 14. Intangible assets Intangible assets movement as of 31 December 2023: Cost Licenses Total As of 1 January 14,944 14,944 Additions 17,071 17,071 Disposals (15,362) (15,362) Translation difference 819 819 As of 31 December 17,472 17,472 Depreciation As of 1 January (7,906) (7,906) Depreciation charge (15,400) (15,400) Disposals 15,362 15,362 Translation difference (414) (414) As of 31 December (8,358) (8,358) net book value As of 1 January 7,038 7,038 As of 31 December 9,114 9,114 Intangible assets movement as of 31 December, 2022: VOX VALOR CAPITAL LIMITED - 35 - Cost Trademark Programs Licenses Total As of 1 January 316 29,382 5,452 35,150 Additions - - 17,472 17,472 Disposals - - (5,275) (5,275) Disposals - subsidiaries sale (321) (29,835) (2,456) (32,612) Translation difference 5 453 (249) 209 As of 31 December - - 14,944 14,944 Depreciation As of 1 January (100) (24,487) (3,387) (27,974) Depreciation charge (19) (2,948) (11,200) (14,167) Disposals - - 5,275 5,275 Disposals - subsidiaries sale 120 27,812 1,282 29,214 Translation difference (1) (377) 124 (254) As of 31 December - - (7,906) (7,906) Net book value As of 1 January 216 4,895 2,065 7,176 As of 31 December - - 7,038 7,038 Amortization is recognized in the income statements using the straight-line method over the estimated useful life:  Trademarks – 10 years.  Licenses – validity period.  Programs – 5 years. 15. Right-of-use assets Right-of-use assets movement as of 31 December 2023: Cost Leased server Total As of 1 January 77,451 77,451 Additions - - Disposals - - Translation difference 4,036 4,036 As of 31 December 81,487 81,487 Depreciation As of 1 January (11,295) (11,295) Depreciation charge (19,906) (19,906) Disposals - - Translation difference (1,054) (1,054) As of 31 December (32,255) (32,255) Net book value As of 1 January 66,156 66,156 As of 31 December 49,232 49,232 Right-of-use assets movement as of 31 December 2022: Cost Leased property Leased server Total As of 1 January 92,170 93,261 185,431 Additions - 77,850 77,850 Disposals (23,561) (94,698) (118,259) Disposals - subsidiaries sale (70,029) - (70,029) Translation difference 1,420 1,038 2,458 As of 31 December - 77,451 77,451 Depreciation As of 1 January (23,042) (43,522) (66,564) Depreciation charge (18,854) (19,436) (38,290) Disposals 23,561 52,084 75,645 Disposals - subsidiaries sale 18,854 - 18,854 Translation difference (519) (421) (940) As of 31 December - (11,295) (11,295) Net book value As of 1 January 69,128 49,739 118,867 As of 31 December - 66,156 66,156 VOX VALOR CAPITAL LIMITED - 36 - Lease liabilities in respect of right-of-use assets: Leased server As of 31 December 2023 As of 31 December 2022 Long-term 32,619 53,722 Short-term 21,011 17,381 Total 53 630 71,103 Interest expense recognized: Leased property Leased server Total As of 31 December 2023 - 1,877 1,877 As of 31 December 2022 2,999 2,033 5,032 The discount rate 2022 used in determining the present value of the lease liability was determined based on the borrowing rates placed at Bank of England official site (https://www.bankofengland.co.uk/statistics/effective-interest-rates) and consisted as follows: - Server lease right: 3.11%. 16. Trade and other receivables 31 December 2023 31 December 2022 Trade receivables 1,126,412 2,924,351 Provision for bad debts - (6,702) Prepayments 170,105 12,446 Total 1,296,517 2,930,095 All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The Directors consider that the carrying value of trade and other receivables approximates to their fair value. The ageing of trade receivables is detailed below: As of 31 December 2023 < 60 days < 90 days < 180 days > 180 days Total Trade receivables 1,126,412 - - - 1,126,412 Provision for bad debts - - - - - Total 1,126,412 - - - 1,126,412 As of 31 December 2022 < 60 days < 90 days < 180 days > 180 days Total Trade receivables 2,917,649 - - 6,702 2,924,351 Provision for bad debts - - - (6,702) (6,702) Total 2,917,649 - - - 2,917,649 17. Cash and cash equivalents Cash 31 December 2023 31 December 2022 Cash at bank 144,182 911,686 Total 144,182 911,686 18. Trade and other payables Trade payables 31 December 2023 31 December 2022 Trade payables 612,171 2,891,753 Other taxes and social security costs - 8,068 Other payables and accruals 6,187 5,270 Total 618,358 2,905,091 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. 19. Loans and borrowings Long-term 31 December 2023 31 December 2022 Triple Dragon Funding Delta Ltd Principal 2 120 000 1,625,000 AdTech Solutions Limited Principal 323 043 385,000 AdTech Solutions Limited Interest 74 882 - Mobile Marketing LLC Principal 40 000 40,000 Mobile Marketing LLC Interest 9 085 5,712 Total 2 567 010 2,055,712 Short-term 31 December 2023 31 December 2022 Triple Dragon Funding Delta Ltd Interest 94 950 38,038 VOX VALOR CAPITAL LIMITED - 37 - AdTech Solutions Limited Interest - 46,570 Total 94 950 81,608 During the year ended 31 December 2023, the Group used a lending facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a floating charge that covers the property and undertakings of Vox Capital Ltd and Mobio Global Ltd. Interest is charged on the loan at a rate of 2.25% per calendar month. On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech Solutions Limited. Final repayment date is March 1, 2024. Interest is charged on the loan at a rate of 7.5% per calendar month. As of 31 December 2022 the debts on loan between Mobile Marketing LLC and Vox Capital Ltd (loan agreement dated 16 December 2020) is reflected as a loans and borrowings with third parties as Mobile Marketing LLC is no longer the part of the Group. Interest is charged on the loan at a rate of 7.5% per calendar month. 20. Other long-term and lease liabilities Lease liabilities Lease liabilities 31 December 2023 31 December 2022 Non-current liabilities 32,619 53,722 Current liabilities 21,011 17,381 Total 53,630 71,103 As at the year ended 31 December 2023 the Group leases a server for the purpose of storing files and documents. The Group does not lease any premises in London, Singapore and USA. 21. Other short-term liabilities Other liabilities 31 December 2023 31 December 2022 VAT payable (tax agent) 154,494 152,914 Current lease liabilities 21,011 17,381 Other liabilities 12,069 - Total 187,574 170,295 22. Financial instruments The Group’s financial instruments may be analysed as follows: Financial assets 31 December 2023 31 December 2022 Financial assets measured at amortised cost: Cash at bank 144,182 911,686 Trade receivables 1,126,412 2,917,649 Other receivables 170,105 12,446 Total 1,440,699 3,841,781 Financial liabilities 31 December 2023 31 December 2022 Financial liabilities measured at amortised cost: Trade payables 612,171 2,891,753 Other taxes and social security - 8,068 Lease liabilities 53,630 71,103 Total 665,801 2,970,924 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 (2022: nil). 23. 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 December 2023 31 December 2022 Trade receivables 1,126,412 2,917,649 Prepayments 170,105 12,446 VOX VALOR CAPITAL LIMITED - 38 - Total 1,296,517 2,930,095 Credit risk is the risk of financial risk to the Group if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group’s debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement. The Group’s trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly by Directors. Any debtors over 30 days are reviewed by Directors every month and explanations sought for any balances that have not been recovered. Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group’s accounting policy. The Directors are of the opinion that there is no material credit risk at the Group level. Liquidity risk Liquidity risk is the situation where the Group may encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs and to invest cash assets safely and profitably. The tables below break down the Group’s financial liabilities into relevant maturity groups based on their contractual maturities. The amounts disclosed in the tables below are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant. Contractual maturities of financial liabilities as of 31 December 2023: Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount Trade and other payables 618,358 - - - 618,358 Corporation tax payable 18,062 - - - 18,062 Lease liabilities 10,428 10,583 32,619 - 53,630 Total 646,848 10,583 32,619 - 690,050 Contractual maturities of financial liabilities as of 31 December 2022: Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount Trade and other payables 2,905,091 - - - 2,905,091 Corporation tax payable 17,823 - - - 17,823 Lease liabilities 9,426 7,955 20,298 33,424 71,103 Total 2,932,340 7,955 20,298 33,424 2,994,017 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. 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 Group is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the VOX VALOR CAPITAL LIMITED - 39 - United Kingdom and other countries. Since 2 August 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. 24. Related party disclosures Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant influence 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 - international group member. The affiliated parties of the Company are:  Mobile Marketing LLC – through S. Konovalov.  Adtech solutions limited – through S. Konovalov  Triple Dragon Services OÜ – through Petrus Cornelis Johannes Van Der Pijl  Triple Dragon Limited – through Petrus Cornelis Johannes Van Der Pijl  Triple Dragon Funding Delta Limited – through Petrus Cornelis Johannes Van Der Pijl 24.1. Transactions with affiliated parties  Trade and other receivables – affiliated parties as of December 31: Debtor Affiliated party Description 2023 2022 Mobio Global Ltd Adtech Solutions Ltd Service agreement 453,264 - Mobio Global Ltd Mobile Marketing LLC Service agreement 181,942 185,696 Mobio Global Ltd Triple Dragon Services OÜ Service agreement - 650,586 Mobio (Singapore) Pte Ltd Triple Dragon Services OÜ Service agreement - 44,500 Total: 635,206 880,782  Trade and other payables – affiliated parties as of December 31: Creditor Affiliated party Description 2023 2022 Mobio Global Ltd Triple Dragon Services OÜ Service agreement - 145,623 Mobio (Singapore) Pte Ltd Triple Dragon Services OÜ Service agreement - 125,094 Mobio Global Ltd Mobile Marketing LLC Audit fees charging 40,240 37,168 Mobio (Singapore) Pte Ltd Mobile Marketing LLC Audit fees charging 15,470 15,924 Total: 55,710 323,809  Other short-term assets and financial assets – affiliated parties as of December 31: Debtor Affiliated party Description 2023 2022 Mobio Global Ltd Mobile Marketing LLC Other assets - 3,516 Total: - 3,516  Loans – affiliated parties as of December 31: Creditor Affiliated party Description 2023 2022 Vox Capital Ltd Triple Dragon Funding Delta Ltd Principal 2,120,000 1,625,000 Vox Capital Ltd Triple Dragon Funding Delta Ltd Interest 94,950 35,038 Mobio Global Ltd Adtech solutions Ltd Principal 323,043 385 000 Mobio Global Ltd Adtech solutions Ltd Interest 74,882 46 570 Vox Capital Ltd Mobile Marketing LLC Principal 40,000 40,000 Vox Capital Ltd Mobile Marketing LLC Interest 9,085 5,712 Total: 2,661,960 2,137,320  Income and expenses – affiliated parties as of December 31: VOX VALOR CAPITAL LIMITED - 40 - Parent company Affiliated party Description 2023 2022 Mobio Global Ltd Adtech solutions Ltd Sales revenue 1,921,105 - Mobio Global Ltd Triple Dragon Services OÜ Sales revenue 880,082 5,256,060 Mobio (Singapore) Pte Ltd Triple Dragon Services OÜ Sales revenue 683,540 44,500 Mobio Global Ltd Triple Dragon Services OÜ Operating expenses (38,500) (1,806,281) Mobio (Singapore) Pte Ltd Triple Dragon Limited Operating expenses (34,807) (680,484) Mobio Global Ltd Adtech solutions Ltd Admin. expenses (378) - Vox Capital Ltd Triple Dragon Funding Delta Ltd Interest expenses (494,727) (303,711) Mobio Global Ltd Adtech solutions limited Interest expenses (28,269) (12,748) Vox Capital Ltd Mobile Marketing LLC Interest expenses (3,004) (3,776) Mobio Global Ltd Adtech solutions limited Other income 3,013 - Remuneration paid to key management personnel: Holding company Subsidiary companies Total Directors Remuneration 2023 124,395 216,266 340,661 Directors Remuneration 2022 177,503 59,134 236,637 25. Share capital and shares issued 31 December 2023 31 December 2022 Share capital 194,426 194,426 Share premium 13,424,392 13,660,572 Total 13,424,392 13,854,998 Shares issued: Date Share capital Share premium Exchange rate Share capital Share premium GBP GBP USD USD 07.05.2020 50,000 - 1,23467 61,733 - 08.10.2020 50,000 6,343,000 1,29461 64,731 8,211,725 14.10.2020 27,057 1,712,705 1,30223 35,235 2,230,329 31.12.2020 18,612 1,656,388 1,36631 25,429 2,263,143 15.07.2022 6,154 857,975 1,18580 7,298 1,017,387 22.07.2022 - (248,287) 1,20100 - (298,192) 151,823 10,321,752 194,426 13,424,392 In the report for 2023, an error was made in the presentation of information: the decrease in Shares premium due to the disposal of Mobile Marketing LLC was reflected not through Share premium, but through Translation differences. This error did not effect on total Equity. In the current report, 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 - 418,895 Balance at 31 December 2023 13,424,392 (218,278) 26. Reverse acquisition On 30 September 2022, the Company acquired the entire issued share capital of Vox Capital Ltd and its subsidiaries, a private company incorporated in United Kingdom, by way of a share-for-share exchange. Although the transaction resulted in the Vox Capital Ltd becoming a wholly owned subsidiary of the Company, the transaction constitutes a reverse acquisition in as much as the shareholders Vox Capital Ltd owned, post transaction, a majority of the issued ordinary shares of the Company. In substance, the shareholders of the Vox Capital Ltd acquired a controlling interest in the Company and the transaction has therefore been accounted for as a reverse acquisition. Accordingly, this reverse acquisition does not constitute a business combination and was accounted for in accordance with IFRS 2 Share-based payment and IFRIC guidance, with the difference between the equity value given up by the Vox Capital Ltd shareholders and the share of the fair value of net assets gained by the Vox Capital Ltd shareholders charged to the statement of comprehensive income as the cost of acquiring an AIM quoted listing in the form of a share based payment expense. VOX VALOR CAPITAL LIMITED - 41 - In accordance with reverse acquisition accounting principles, these consolidated financial statements represent a continuation of the consolidated financial statements of Vox Capital Ltd and include: a. the assets and liabilities of Vox Capital Ltd at their pre-acquisition carrying amounts and the results for both periods; and b. the assets and liabilities of the Company as at 30 September 2021 and as at 31 December 2022. Share-base-payment components of the reverse acquisition transaction are measured under IFRS 2. Equity-settled transactions are measured at the fair value of the assets and services acquired if this fair value is reliably determinable. Fair value of The Company assets includes identifiable net assets and possibly unidentified assets or services, such as costs of listing. The fair value of net assets of Vertu Capital Ltd at the date of acquisition was as follows: GBP USD 1.1150 Cash and cash equivalents 151,255 168,649 Other assets 5,386 6,005 Liabilities (94,020) (104,832) Net assets 62,621 69,822 In accordance with Prospectus, published on 30 September 2022: GBP USD 1.1150 (1) Shares in issue at the date of Prospectus 143,999,998 (2) Issue Price 1.2p (3) Total Consideration Shares to be issued on Admission 2,203,564,840 (4) The fair value of the consideration given up 26,442,750 Fair value of the outstanding shares of the Company just before the transaction (Share based payments): (5) (4) / (3) = 0.012 (6) (1) * (5) = 1,728,000 1,926,720 Identifiable assets and liabilities (net assets) of The Company at their fair value at the date of transaction: (7) Net current assets 62,621 69,822 Reverse acquisition expenses (6) - (7) = 1,665,379 1,856,898 For calculation of the amounts into presentational currency, the GBP/USD rate as of 30 September 2022 was taken from https://www.exchangerates.org.uk/. 27. 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. 28. 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 VOX VALOR CAPITAL LIMITED - 42 - 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. 29. 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 30. 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 FOR THE PERIOD ENDED 31 DECEMBER 2023 - 43 - STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED 31 December 2023 Notes 31 December 2023 £ 31 December 2022 £ ASSETS Non-current assets Investments 3 26,443,350 26,442,751 Total non-current assets 26,443,350 26,442,751 Current assets Trade and other receivables 4 5,336 11,770 Cash at bank 314 145,564 Total current assets 5,650 157,334 TOTAL ASSETS 26,449,000 26,600,085 LIABILITIES Current liabilities Trade and other payables 5 259,569 305,742 Total current liabilities 259,569 305,742 TOTAL LIABILITIES 259,569 305,742 NET ASSETS 26,189,431 26,294,343 EQUITY Share capital 9 1,440,000 1,440,000 Consideration Shares 10 26,442,750 26,442,750 Accumulated losses (1,693,319) (1,588,407) TOTAL EQUITY 26,189,431 26,294,343 VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 - 44 - STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2023 Notes 31 December 2023 £ 31 December 2022 £ Sales revenue - - Total income - - Other operating expenses 2 (104,912) (381,215) OPERATING PROFIT / (LOSS) (104,912) (381,215) Income tax expense - - LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY (104,912) (381,215) OTHER COMPREHENSIVE INCOME Other comprehensive income - - TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD (104,912) (381,215) VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 - 45 - STATEMENT OF CHANGES OF EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023 Notes Share Capital £ Consideration Shares £ Retained earnings £ Total equity £ Balance at 1 January 2023 1,440,000 26,442,750 (1,588,407) 26,294,343 Proceeds from issuance of ordinary shares - - - - Retained earnings - - (104,912) (104,912) Other comprehensive income - - - - Balance at 31 December 2023 1,440,000 26,442,750 (1,693,319) 26,189,431 Notes Share Capital £ Consideration Shares £ Retained earnings £ Total equity £ Balance at 1 January 2022 1,440,000 - (1,207,192) 232,808 Proceeds from issuance of ordinary shares - 26,442,750 - 26,442,750 Retained earnings - - (381,215) (381,215) Other comprehensive income - - - - Balance at 31 December 2022 1 440 000 26 442 750 (1,588,407) 26,294,343 VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 - 46 - STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2023 Notes 31 December 2023 £ 31 December 2022 £ Cash flow from operating activities Loss before tax (104,912) (381,215) Other expenses 1 - Changes in working capital Other payables (213,790) 221,736 Other payables - related parties 173,451 159,304 Total cash provided by operating activities (145,250) (175) Cash flow from financing activities Proceeds from issuance of ordinary shares - - Net cash generated from financing activities - - Net increase / (decrease) in cash and cash equivalents (145,250) (175) Cash and cash equivalents at beginning of year 145,564 145,739 Cash and cash equivalents at end of year 314 145,564 VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 - 47 - 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 Plc 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 businesses 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:  Konstantin Khomyakov Going concern At the reporting date, the Company had cash balance of £314. 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 British Pound Sterling (£). The notes are an integral part of the financial statements. Reporting period These financial statements represent the financial reporting period for the Company from January 1 till December 31, 2023. 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. 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. VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 - 48 - 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 VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 - 49 - 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 Expenses 31 December 2023 £ 31 December 2022 £ Audit & Accountancy fees 40,000 - Professional service fees 30,803 - RTO expenses 23,750 381,159 Accounts receivable written-off 6,435 - Directors' Remuneration 6,250 - Other income/expenses (2,326) 56 Total 104,912 381,215 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 year ended 31 December 2023. The Company has incurred indefinitely available tax losses of £1,319,058 (2022: £1,588,407) 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 year ended 31 December 2023, the Company had the subsidiaries: Subsidiary undertakings Country of incorporation 31 December 2023 31 December 2022 Vertu Capital Holding Ltd. United Kingdom - 100% Vox Capital Pte United Kingdom 100% 100% Mobio (Singapore) Pte Ltd Singapore 100% - Investment: 31 December 2023 £ 31 December 2022 £ Vox Capital Pte. 26,442,750 26,442,750 Mobio (Singapore) Pte Ltd 600 - Vertu Capital Holding Ltd. - 1 Total 26,442,751 26,442,751 On 18 October 2023 the Sale-Purchase agreement was signed with Mobio Global Ltd on the purchase of 100% shares of Mobio (Singapore) Pte Ltd, the purchase price was $1,000. On 23 February 2023 Vertu Capital Holding Ltd was disposed. On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers pursuant to which the Company agreed to acquire the entire issued share capital of Vox Capital Ltd for £26,442,749.57, it was satisfied by the issue of the Consideration Shares at the Issue Price. The Acquisition was constituted a reverse takeover for the purposes of Listing Rule 5.6.4 and therefore the Company has re applied for the admission of its Ordinary Share capital to the Standard Segment of the Official List and to trading on the Main Market. On 7 May 2020 Vox Capital Pte was incorporated as a vehicle to consolidate businesses in the digital marketing, advertising and content sector. To date, Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company and has also acquired an equity interest in another trading business: Airnow PLC, a UK based app monetisation and marketing group. 4. Trade and other receivables 31 December 2023 £ 31 December 2022 £ Other receivables - 6,434 Prepayments 5,336 5,336 Total 5,336 11,770 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. VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 - 50 - 5. Trade and other payables 31 December 2023 £ 31 December 2022 £ Non-trade creditors - 26,849 Other creditors 91,952 266,893 Other creditors – related parties 167,617 - Total 259,569 293,742 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 December 2023 £ 31 December 2022 £ Financial assets measured at amortised cost: Cash at bank 314 145,564 Other receivables 5,336 5,336 Total 5,650 150,900 Financial liabilities 31 December 2023 £ 31 December 2022 £ Financial liabilities measured at amortised cost: Other payables 91,952 293,742 Total 91,952 293,742 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 (2022: 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 VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 - 51 - 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 - the ultimate beneficiary  Stefans Keiss - the ultimate beneficiary  Sergey Konovalov - the ultimate beneficiary  Vox Valor Holding LTD  Vertu Capital Holding LTD  Vox Capital Plc  Mobio Global LTD  Mobio (Singapore) Pte LTD  Mobio Global Inc.  Vox Valor Capital Pte LTD  Initium HK LTD  Airnow Plc Transactions with related parties Other receivables 31 December 2023 £ 31 December 2022 £ Vertu Capital Holdings Limited - 6,434 Total - 6,434 Other payables 31 December 2023 £ 31 December 2022 £ Vox Capital Ltd 167,017 - Mobio Global UK 600 - Total 167,617 - 9. Share capital Number of shares Share capital £ As at 31 December 2022 143,999,998 1,440,000 Additional -- -- As at 31 December 2023 143,999,998 1,440,000 10. Consideration Shares On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers pursuant to which the Company agreed to acquire the entire issued share capital of Vox Capital Ltd (Vox Capital) for £26,442,749.57, it was satisfied by the issue of the Consideration Shares at the Issue Price 1,2p. VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 - 52 - 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. Managing Director ___ Konstantin Khomyakov 24 April 2024