Vox Valor Capital Ltd.

Interim / Quarterly Report • Sep 29, 2023

National Storage Mechanism | Additional information

RNS Number : 0790O

Vox Valor Capital Limited

29 September 2023

29 September 2023

Vox Valor Capital Limited

("Vox Valor" or the "Company")

Interim Results for the six months ended 30 June 2023

Vox Valor (LSE: VOX), is pleased to announce its unaudited interim financial statements for the six months ended 30 June 2023.

For additional information please contact:

Konstantin Khomyakov

Tel: +1 (345) 949-4544

Email: [email protected]

Novum Securities Limited

David Coffman / George Duxberry

Tel: +44 (0)207 399 9400

About Vox Valor Capital Limited

Vox Valor Capital Limited is the holding company for Vox Capital Limited and its subsidiary companies (together the "Vox Group"). The Vox Group has a focus on making acquisitions of majority stakes in the marketing technology, digital content, mobile games/apps and digital marketing sector. Digital marketing technology and services and digital content/mobile games are large and fast-growing industries. The Vox Group's management team has a successful track record of operating, financing, and exiting businesses in this sector and has a network in this sector which generates a steady flow of leads and introductions to potential acquisition candidates. The Vox Group will target the acquisition of privately held businesses that can benefit from the access to liquidity and international scaling expertise that the Vox Group and its management team can provide.

Interim Management Report

Vox Valor Capital Limited ("Vox Valor" or the "Company") is pleased to announce that its interim financial statements for the period ended 30 June 2023 have been published and are available on its website at www.voxvalor.com/investors.

We are very pleased to report a strong increase in revenues and the group achieving a modest operating profit. For the current financial year, we are looking forward to growing Vox Valor both organically and through potential acquisitions.

Summary of Trading Results

The main management focus in the reporting period was on improving the financial performance.

For the financial period ended 30 June 2023, Vox Valor reported revenue of USD 1.8 million (versus USD 3.4m in the previous comparable period). The main reason for the revenue decrease is that 2022 numbers included revenue from Mobile Marketing LLC, the Russian subsidiary which was sold on 2 August 2022.

Revenue was principally generated in Mobio Global UK with sales of USD 1.767k compared to USD 606k in the first half of 2022. Russian revenue reduced to zero in 2023 having been the most significant revenue in 2022 at USD 2.6m.

Operating expenses decreased at a faster pace to USD 1.789 million for the 6 month period ended 30 June 2023 from USD 3.9 million in the previous period representing the efforts of management to become operationally profitable.

Gross margin for the first half of 2023 was USD 639k (36%) compared to 56k (2%) in the first half of 2022).

Vox Valor achieved an operational profit of USD 13k (versus USD 542k loss in the previous period).

Total comprehensive income for the 6 month period ended 30 June 2023 was a profit of USD 179k (versus a loss of USD 2.6m in the previous comparable period).

Corporate Update

On 2 November 2022, the Company announced the opening of Mobio's US offices and the Company has focused on growing its client base in the United Kingdom, the United States and Europe to offset the revenue loss that resulted from the sale of Mobile Marketing LLC on 2 August 2022.

Mobio is making steady progress in gaining new clients for Mobio Global Limited (UK). Mobio Singapore Pte Ltd (Singapore) and Mobio Inc (US) and these efforts are continuing through the remainder of the current financial year.

As announced with the publication of the 2022 financial statements, the Company had signed two non-binding and conditional term sheets for the acquisition of two mobile game and app businesses. The term sheets were subject to further due diligence, board approvals, final legal documentation and in one case subject to financing. The Company is no longer in discussions with either party.

The Company is continuing its search for suitable complimentary mobile game or app (content) businesses as well as complimentary advertising tech and marketing tech businesses, in order to execute on its strategy of creating a synergetic mobile content and ad tech / marketing powerhouse. Further announcements on potential merger and acquisition transactions will be made as and when term sheets or legal binding agreements have been entered into.

Outlook

Looking forward to the current global situation, the rising interest rates and inflation rates tends to have an adverse impact on the price of services provided.

The Board remains cautiously optimistic and continues to evaluate opportunities for generating value for shareholders.

Going Concern

The day to day working capital requirements and investment objectives is met by existing cash resources and the issue of equity. At 30 June 2023 the Group had cash balance of USD 80k (911K USD as of 31 December 2022). The Group's forecasts and projections, taking into account reasonably possible changes in the level of overhead costs, show that the company should be able to operate within its available cash resources. The directors have, at the time of approving the interim financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Interim Financial Information

The half-yearly financial report has not been audited or reviewed by auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information.

Post-Period Events

No significant events occurred after reporting date.

Principal Risks and Uncertainties

Taking considered risk is the essence of all business and investment activity, in relation to risk the Company's main objective is to minimise the chance of a material adverse outcome arising from causes which could reasonably have been foreseen, this includes both 'upside' (opportunity) and 'downside' (threat) risks.

The principal risks that are specific to the Group are summarised below. In the opinion of the Directors, these risks remain unchanged from those detailed in the Company's annual report for the year ended 31 December 2022 which was approved by the Board of Directors on 28 April 2023.

Unaudited condensed consolidated statement of profit or loss and other comprehensive income

for the six month period ended 30 June 2023

	Notes		30 June 2023		30 June 2022
Operating income and expenses
Sales revenue	1		1,802,566		3,424,568
Total income			1,802,566		3,424,568
Operating expenses	2		(1,164,003)		(3,368,605)
Administrative expenses	4		(418,805)		(275,874)
Contractors fees			(123,898)		(186,168)
Professional services			(27,616)		(30,137)
Legal and consulting fees			(20,003)		(26,828)
London Stock Exchange fee			(10,667)		-
Right-of-use assets expense			(9,871)		(23,148)
Depreciation of tangible/intangible assets			(8,714)		(18,833)
Audit and accountancy fees			(5,953)		(37,252)
Total operating costs			(1,789,530)		(3,966,845)
OPERATING PROFIT / (LOSS)			13,036		(542,277)
Non-operational income and expenses
Non-operating income	6		6,215		1,381
Non-operating expenses	6		(6,460)		(219,316)
RTO Expenses			-		(491,596)
NET NON-OPERATING RESULT			(245)		(709,531)
Financial income and expenses
Interest income / (expenses)	7		(251,292)		(377,711)
Financial income / (expenses)	5		113,684		(237,609)
NET FINANCIAL RESULT			(137,608)		(615,320)
PROFIT / (LOSS) BEFORE TAX			(124,817)		(1,867,128)
Profit tax			(19,998)		14,019
Deferred taxes	8.1		(20,532)		100,553
PROFIT / (LOSS) FOR THE PERIOD			(165,347)		(1,752,556)
OTHER COMPREHENSIVE INCOME
Revaluation reserve			-		159,473
Transactions with owners (business restructuring)	9		3,881		(385,479)
Exchange differences on translating foreign operations			-		506,514
Translation difference			340,110		(1,123,900)
OTHER COMPREHENSIVE INCOME			343,991		(843,392)
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD			178,644		(2,595,948)
Basic and diluted loss per share	10		(0,01)		(0,08)

Unaudited condensed consolidated statement of financial position as at 30 June 2023

		Notes		30 June 2023		31 December 2022
ASSETS
Non-current assets
Investments		14		10,602,402		10,156,381
Right-of-use assets		13		59,183		66,156
Deferred tax assets				37,097		58,162
Tangible fixed assets		11		2,664		3,391
Intangible assets		12		5,435		7,038
Total non-current assets				10,706,781		10,291,128
Current assets
Trade and other receivables		15		1,350,100		2,930,095
Other short-term assets				-		3,516
Cash at bank		16		79,965		911,686
Total current assets				1,430,065		3,845,297
TOTAL ASSETS				12,136,846		14,136,425
EQUITY AND LIABILITIES
EQUITY
Share Capital				194,426		194,426
Share premium				13,660,572		13,660,572
Share based payments				1,926,720		1,926,720
Revaluation reserve				854,196		854,196
Retained earnings				(7,106,088)		(6,944,622)
Translation difference				(533,243)		(873,353)
TOTAL EQUITY				8,996,583		8,817,939
LIABILITIES
Non-current liabilities
Loans (long term)		18		2,408,539		2,055,712
Other long-term liabilities		19		44,428		53,722
Total non-current liabilities				2,452,967		2,109,434
Current liabilities
Trade and other payables		17		400,542		2,905,091
Loans (short term)		18		41,943		81,608
Accrued expenses				20,033		34,235
Current tax liabilities				38,253		17,823
Other short-term liabilities		19, 20		186,525		170,295
Total current liabilities				687,296		3,209,052
TOTAL LIABILITIES				3,140,263		5,318,486
TOTAL EQUITY AND LIABILITIES				12,136,846		14,136,425

Unaudited condensed consolidated statement of changes in equity for the period ended 30 June 2023

	Notes	Share Capital	Share premium	Share based payments	Revaluation reserve	Convertible notes reserve	Retained earnings	Exchange differences on translating foreign operations	Translation difference	Total equity
Balance at 1 January 2023		194,426	13,660,572	1,926,720	854,196	-	(6,944,622)	-	(873,353)	8,817,939
Transactions with owners		-	-	-	-	-	-	-	-	-
Results from activities		-	-	-	-	-	(165,347)	-	-	(165,347)
Other comprehensive income		-	-	-	-	-	3,881	-	340,110	343,991
Balance at 30 June 2023		194,426	13,660,572	1,926,720	854,196	-	(7,106,088)	-	(533,243)	8,996,583

	Notes	Share Capital	Share premium	Share based payments	Revaluation reserve	Convertible notes reserve	Retained earnings	Exchange differences on translating foreign operations	Translation difference	Total equity
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

Unaudited condensed consolidated statement of cash flows for the period ended 30 June 2023

	Notes		30 June 2023		31 December 2022
OPERATING ACTIVITIES
Profit / (loss) before taxation			(124,817)		(3,195,590)
Adjustments for
Depreciation of tangible/intangible fixed assets			8,714		23,664
Depreciation of right-of-use assets			9,871		38,290
Interest not paid (received)			56,683		51,562
Inventories			-		33
Trade and other receivables			1,579,995		(1,186,224)
Trade and other payables			(2,504,549)		940,044
Other assets			3,516		132,660
Other liabilities			17,973		(24,284)
Accrued expenses			(14,202)		23,579
Non-operating expenses			3,881		3,148,046
Cash generated from operations			(962,935)		(48,220)
Taxes reclaimed (paid)			-		-
Total cash flow from operating activities			(962,935)		(48,220)
INVESTMENT ACTIVITIES
Purchase /disposal of property, plant and equipment			-		(3,391)
Purchase /disposal of other intangible assets			(5,963)		(15,276)
Acquisition of subsidiaries, net of cash acquired			-		(291,747)
Total cash flow from investment activities			(5,963)		(310,414)
FINANCING ACTIVITIES
Loans given / received			290,000		625,000
Financial obligations (right-of-use)			(10,034)		(71,103)
Interest paid (right-of-use)			(1,003)		(5,032)
Total cash flow from financing activities			278,963		548,865
NET CASH FLOW			(689,935)		190,231
Exchange differences and translation differences on funds			(141,786)		(34,704)
MOVEMENTS IN CASH FUND			(831,721)		155,527
Balance as of beginning of the period			911,686		756,159
Movement for the period			(831,721)		155,527
Balance as of the end			79,965		911,686

Notes to the unaudited condensed consolidated financial statements, comprising significant accounting policies and other explanatory information for the six month period ended 30 June

GENERAL INFORMATION

Vox Valor Capital LTD (the "Company")

Vox Valor Capital LTD (former Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The Company's registered office is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.

The Group comprises from the parent company Vox Valor Capital LTD and the following subsidiaries:

·      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 (Singapore) Pte Ltd                 Singapore              100% ownership by Mobio Global Limited

·      Mobio Global Inc  .                               USA                         100% ownership by Mobio Global Limited

The principal activity of the Group is businesses in the digital marketing, advertising and content sector. The Group focuses on App, Mobile, Performance and has been providing the services for the promotion of mobile apps and games.

The Company is controlled by Vox Valor Holding LTD (UK).

Final beneficiaries of the Group are Pieter van der Pijl, Stefans Keiss, and Sergey Konovalov.

Management (Directors)

·      John G Booth (Chairman and Non-Executive Director)

·      Rumit Shah (Non-Executive Director)

·      Konstantin Khomyakov (Finance Director)

Going concern

At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Management continues to adopt the going concern basis of accounting in preparing the financial statements.

ACCOUNTING POLICIES

The Consolidated Interim Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards ("IFRS") and interpretations issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRIC").

The presentational currency of the Group is US dollars (USD).

The notes are an integral part of the financial statements.

Reporting period

These financial statements represent the financial reporting period of the Group for the 6 month period ended 30 June 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.

Basis of consolidation

The Consolidated Financial Statements incorporate the financial information of Vox Capital Ltd and all its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control. The Company controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.

·      The Company acquired Vox Valor Capital LTD on 30 September (holding company)

·      The Company acquired Vertu Capital Holding Ltd on 30 September (holding company)

·      The Company acquired Vox Valor Capital Singapore Pte Limited on 8 October 2020 (holding company)

·      The Company acquired Initium HK Limited on 14 December 2020 (holding company)

·      The Company acquired Mobio (Singapore) PTE LTD on 14 October 2020.

·      The Company acquired Mobio Global Inc. on 27 April 2022

Principles for foreign currency translation

The financial statements of the Group are presented in US dollars, which is the Group's presentation currency.

Receivables, liabilities, and obligations denominated in any currency other than USD are translated at the exchange rates prevailing as of the reporting date.

Transactions in any currency other than USD during the financial year are recognized in the financial statements at the average annual exchange rate. The exchange differences resulting from the translation as of the reporting date, taking into account possible hedging transactions, are recorded in the consolidated statement of profit or loss and other comprehensive income.

The nominal value of the share capital and other share components of the subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of sterling (GBP) and translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the Exchange differences on translating foreign operations in the statement of financial position.

Cross-rates USD/RUB are taken from the Central bank of the Russian Federation official site Official exchange rates on selected date | Bank of Russia (cbr.ru). 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		30.06.2023		31.12.2022
Closing rate		1.2681		1.2101
Average rate		1.2337		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 charges for mobile marketing services is carried out automatically by the technology platform based on pre-defined key parameters, including unit price and volume. These IT systems are complex and process large volumes of data.

Records of mobile marketing services charges are generated in an aggregated amount for each category and are manually entered into the accounting system on a monthly basis.

Revenue recognition

Revenue is measured based on specific contract terms and excludes amounts collected on behalf of any third parties. Revenue is recognized when control over service is transferred to a customer.

The following is a description of principal activities from which the Group generates its revenue.

Cost of sales (operating expenses)

Cost of sales represents the direct expenses that are attributable to the services delivered. They consist primarily of payments to platforms and publishers under the terms of the revenue agreements. The cost of sales can include commissions where applicable.

Financial instruments

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability, or an equity instrument in accordance with the terms of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.

Trade and other receivables and trade and other payables

Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Other financial commitments

Financial commitments that are not held for trading purpose are carried at amortised cost using the effective interest rate method.

Other purchased intangibles assessment

The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.

Intangible fixed assets

Concessions, Intellectual Property and Licenses are stated at cost less accumulated amortisation.

Amortisation is recognized in the income statements on a straight-line over the estimated useful life as follows:

·       Trademarks - 10 years.

·       Licenses - validity period.

·       Programs - 5 years.

Tangible fixed assets

Tangible fixed assets are stated at their historical cost less accumulated depreciation. Depreciation is recognized in the income statement in a straight-line basis over the estimated useful lives of each item of tangible fixed assets. The minimum cost to recognize an objects as a fixed asset is 3,000 USD. The annual depreciation rates applied are:

·      Technical and office equipment, computers - 3 years.

Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

·       Leases of low value assets; and

·       Leases with a duration of twelve months or less.

Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate placed at the official site of the Bank of England.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and low-value assets, including IT equipment. The Group would recognise the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Receivables

Upon initial recognition the receivables are included at fair value and then valued at amortised cost. The fair value and amortised cost equal the face value. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. All receivables are due within one year.

Cash

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.

The cash flow statement from operating activities is reported using the indirect method.

Provisions

These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.

Deferred taxes

A deferred tax liability / asset is recognized for any differences in commercial and fiscal valuation of the Group's assets and liabilities.

Taxation

Current tax is the tax currently payable based on the taxable profit for the year.

The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset. Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.

Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.

Financial income and expenses

Financing income includes forex exchange and financial expenses include bank fee.

ACCOUNTS BREAKDOWN AND NOTES

1.         Revenue

Revenue arises from:

Country		H1 2023		H1 2022
UK		1,767,609		605,835
Singapore		30,757		255,542
USA		4,200		-
Russian Federation		-		2,563,191
Total		1,802,566		3,424,568

Revenue is segmented by the country where it was received.

2.         Operating expenses

Country		H1 2023		H1 2022
UK		1,095,037		1,575,443
Singapore		48,823		47,741
USA		20,143		-
Russian Federation		-		1,745,421
Total		1,164,003		3,368,605

Expenses		H1 2023		H1 2022
Platforms and publishers' fees		775,380		2,747,301
Premium receivable from platforms		-		(68,939)
Contractor fees		388,623		262,498
Wages & Salaries		-		256,038
Social taxes		-		42,667
Other		-		129,040
Total		1,164,003		3,368,605

Operating expenses include the cost of the services of third parties for the placement of advertising and information materials of the Group's clients and the salaries expenses and social contributions of employees.

3.         Operating segments

The operating segments identifies based on internal reporting for decision-making. The Group is operated as one business with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision maker) considers that the Group has one operating segment. Therefore, no additional disclosure has been represented.

Geographical disclosures are presented in the notes 1,2.

4.         Administrative expenses

	H1 2023		H1 2022
Wages & Salaries	32,188		91,103
Wages & Salaries - (top management)	214,504		44,902
Social taxes	3,116		10,519
Social taxes - (top management)	21,421		3,096
Audit and Accountancy fees	64,376		3,347
Voluntary medical insurance of employees	26,542		-
Advertising & Marketing	18,177		-
IT services and license fees	17,393		31,241
Business travel expenses	11,689		1,922
Office expenses	3,631		56,416
Staff education and training	-		10,802
Other administrative expenses	5,768		22,526
Total	418,805		275,874

Staff details (administrative and operating)

Number of staff		H1 2023		H1 2022
UK		2		2
including Director		2		2
Russian Federation		-		34
including Director		-		1
Singapore		-		-
USA		4		-
including Director		1		-
Total		6		36

Staff cost (operating and administrative)		H1 2023		H1 2022
Wages & Salaries		32,188		347,141
Wages & Salaries - (top management)		214,504		44,902
Social taxes		3,116		53,186
Social taxes - (top management)		21,421		3,096
Total		271,229		448,325

Remuneration paid to key management personnel:

			Director's fees
	Holding company		Subsidiary companies		Total
Directors remuneration H1 2023	95,612		118,892		214,504
Directors remuneration H1 2022	-		44,902		44,902

5.         Finance income and financial expenses

	H1 2023		H1 2022
Finance income
FX differences	117 052		-
Total	117 052		-
Finance expenses
FX differences	-		200,885
Bank fee	3,368		36,724
Total	3,368		237,609

6.         Non-operating income and expenses

	H1 2023		H1 2022
Non-operating income
Other non-operating income	6,215		1,381
Total	6,215		1,381
Non-operating expenses
Provision for bad debts	-		211,274
Other non-operating expenses	6,460		8,042
Total	6,460		219,316

7.         Interest income and expenses

	H1 2023		H1 2022
Interest income
Interest on the bank account	-		131
Influence LLC, loan agreement 4 dd 19.08.2020	-		108
Interest income total	-		239
Interest expenses	H1 2023		H1 2022
TDFD loan interest	234,412		232,873
Loan Note Interest Expense	-		141,663
AdTech loan	14,373		-
Mobile Marketing LLC	1,504		-
Rent interest	1,003		3,414
Total	251,292		377,950

8.         Taxation

	H1 2023		H1 2022
Profit tax
UK corporation tax (19%)	15,504		(13,215)
Russian corporation tax (20%)	-		(804)
Singapore corporation tax (17%)	4,494		-
USA corporation tax (21%)	-		-
Total current tax	19,998		(14,019)
Deferred tax UK	81,505		(14,525)
Deferred tax Russia	(868)		(86,740)
Deferred tax Singapore	(60,105)		922
Deferred tax USA	-		(210)
Deferred tax in Profit and Loss report	20,532		(100,553)
Taxation on profit on ordinary activities	40,530		(114,572)
Deferred tax in Statement of financial position - opening balance	58,162		42,174
Deferred tax in Statement of Profit and Loss during reporting period	(20,532)		100,553
Translation difference	(533)		46,704
Deferred tax in Statement of financial position - closing balance	37,097		189,431

Net deferred tax assets recognized as of 30 June 2023 was not impaired.

8.1. Deferred taxes

	As of 1 January 2023		Movements during reporting period			As of 30 June 2023
	Deferred tax BS		Charge to profit or loss	Translation difference		Deferred tax BS
Right-of-use assets	940		(303)	36		673
Property, plant and equipment	-		164	5		169
Intangible assets	(1,338)		359	(53)		(1,032)
Trade receivables (payables)	(28,136)		(15,066)	(1,815)		(45,017)
Provisions	1,139		-	-		1,139
Losses of previous years	85,557		(5,686)	1,294		81,165
Total	58,162		(20,532)	(533)		37,097

9.         Transactions with owners (business restructuring)

On 23 February 2023, Vertu Capital Holding Ltd. (UK) was liquidated by Vox Valor Capital Limited. The financial effect recognized in the financial statements amounted to a USD 3,881 expense / cost.

10.       Earnings per share

Basic (losses)/earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares outstanding during the year.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As at 31 December 2022 the Group has outstanding Warrants issued to the NED Directors (Non-executive directors) and Stonedale Management and Investments Limited Ltd (Stonedale), which when exercised will convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333.

		30 June 2023		31 December 2022
Loss for the period after tax for the purposes of basic and diluted earnings per share		(165,347)		(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.

11.       Tangible fixed assets

Fixed assets movement as of June 30, 2023
Cost	Computers, phones		Total
As of beginning of the period	3,391		3,391
Translation difference	162		162
As of period end	3,553		3,553
Depreciation
As of beginning of the period	-		-
Depreciation charge	(865)		(865)
Translation difference	(23)		(23)
As of period end	(889)		(889)
Net book value
As of beginning of the period	3,391		3,391
As of period end	2,664		2,664

Tangible fixed assets are amortized over 3 years. Depreciation expenses are included in profit and loss under the «Depreciation of tangible / intangible assets».

12.       Intangible assets

Intangible assets movement as of 30 June 2023:

Cost		Licenses		Total
As of period beginning		14,944		14,944
Additions		5,962		5,962
Disposals		(6,170)		(6,170)
Translation difference		711		711
As of period end		15,447		15,447
Depreciation
As of period beginning		(7,906)		(7,906)
Depreciation charge		(7,849)		(7,849)
Disposals		6,170		6,170
Translation difference		(427)		(427)
As of period end		10,012)		10,012)
Net book value
As of period beginning		7,038		7,038
As of period end		5,435		5,435

Amortization is recognized in the income statements using the straight-line method over the estimated useful life:

·       Licenses - validity period.

13.       Right-of-use assets

Right-of-use assets movement as of 30 June 2023:

Cost	Leased server		Total
As of period beginning	77,451		77,451
Translation difference	3,714		3,714
As of period end	81,165		81,165
Depreciation
As of period beginning	(11,295)		(11,295)
Depreciation charge	(9 871)		(9 871)
Translation difference	(816)		(816)
As of period end	(21,982)		(21,982)
Net book value
As of period beginning	66,156		66,156
As of period end	59,183		59,183

Lease liabilities in respect of right-of-use assets:

		Leased server		Total
As of 30 June 2023		62,724		62,724
including:
long-term		44,428		44,428
short-term		18,296		18,296
Interest expense recognized:		Leased server		Total
As of 30 June 2023		1,003		1,033

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%.

14.       Investments in subsidiaries

Subsidiary undertakings	Country of incorporation
		30 June 2023		31 December 2022
Vertu Capital Holding Ltd.	United Kingdom	-		100%
Vox Capital Ltd	United Kingdom	100%		100%
Mobio Global Ltd	United Kingdom	100%		100%
Vox Valor Capital Pte Ltd	Singapore	100%		100%
Initium HK Ltd	Hong Kong	100%		100%

Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding investments in stock.

On 23 February 2023, Vertu Capital Holding Ltd. (UK) was liquidated by Vox Valor Capital Limited.

Mobio Global Limited was created as an acquisition purposes vehicle. As of 30 June 2023 the Mobio Group consists of:

Subsidiary undertakings	Country of incorporation
		30 June 2023		31 December 2022
Mobio (Singapore) PTE LTD	Singapore	100%		100%
Mobio Global Inc.	USA	100%		100%

Investments at fair value

Investments at fair value		30 June 2023		31 December 2022
Airnow PLC shares		10,602,402		10,156,281
Total		10,602,402		10,156,281

The shares in Airnow PLC are directly held by Vox Valor Capital Singapore Pte Limited.

15.       Trade and other receivables

	30 June 2023		31 December 2022
Trade receivables	1,170,365		2,924,351
Provision for bad debts	(6,702)		(6,702)
Prepayments	186,437		12,446
Total	1,350,100		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 30 June 2023

	< 60 days		< 90 days		< 180 days		> 180 days		Total
Trade receivables	1,163,663		-		-		6,702		1 170 365
Provision for bad debts	-		-		-		(6,702)		(6 702)
Total	1,163,663		-		-		-		1,163,663

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

16.       Cash and cash equivalents

	30 June 2023		31 December 2022
Cash at bank and in hand	79,965		911,686
Total	79,965		911,686

17.       Trade and other payables

	30 June 2023		31 December 2022
Trade payables	392,551		2,891,753
Other taxes and social security costs	496		8,068
Other payables and accruals	7,495		5,270
Total	400,542		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.

18.       Loans and borrowings

Long-term	30 June 2023		31 December 2022
Triple Dragon Funding Delta Limited (TDFD) - principal	1,915,000		1,625,000
AdTech Solutions Limited - principal	385,000		385,000
AdTech Solutions Limited - interest	61,007		-
Mobile Marketing LLC - principal	40,000		40,000
Mobile Marketing LLC - interest	7,532		5,712
Total	2,408,539		2,055,712

Short-term	30 June 2023		31 December 2022
Triple Dragon Funding Delta Limited (TDFD) - interest	41,943		35,038
AdTech Solutions Limited - interest	-		46,570
Total	41,943		81,608

During the period ended 30 June 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 27 July 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 1 March 2024. Interest is charged on the loan at a rate of 7.5% per calendar month.

19.       Other long-term and lease liabilities

Lease liabilities

	30 June 2023		31 December 2022
Non-current liabilities
Lease liabilities	44,428		53,722
Current liabilities
Lease liabilities	18,296		17,381
Total	62,724		71,103

As at the period ended 30 June 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.

Interest expense recognized:	Leased property		Leased server		Total
As of 30 June 2023	-		1,003		1,033
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%.

20.       Other short-term liabilities

	30 June 2023		31 December 2022
VAT payable (tax agent)	153,883		152,914
Current lease liabilities	18,296		17,381
Salary liabilities	14,346		-
Total	186,525		170,295

21.       Financial instruments

The Group's financial instruments may be analysed as follows:

Financial assets	30 June 2023		31 December 2022
Financial assets measured at amortised cost:
Cash at bank and in hand	79,965		911,686
Trade receivables	1,163,663		2,917,649
Other receivables	186,437		12,446
Total	1,430,065		3,841,781

Financial liabilities	30 June 2023		31 December 2022
Financial liabilities measured at amortised cost:
Trade payables	392,551		2,891,753
Other taxes and social security costs	496		8,068
Lease liabilities	62,724		71,103
Total	455,771		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).

22.       Financial risk management

The Group is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All the Group's financial instruments are classified trade and other receivables. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

Credit risk

Generally, the Group's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:

	30 June 2023		31 December 2022
Trade receivables	1,163,663		2,917,649
Prepayments	186,437		12,446
Total	1,350,100		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 30 June 2023

	Less than 6 months		6-12 months		Between 1 and 2 years		Between 2 and 5 years		Carrying amount
Trade and other payables	400,542		-		-		-		400,542
Corporation tax payable	38,253		-		-		-		38,253
Lease liabilities	9,719		8,577		44,428		-		62,724
Total	448,514		8,577		44,428		-		501,519

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, primarily the Russian Ruble. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.

The Group's exposure to foreign currency risk at the end of the respective reporting period, expressed in Currency Units, was as follows:

Cash & cash equivalents		GBP		EUR
30 June 2023		2,623		8,617
31 December 2022		157,104		11,291

The Group is exposed to foreign currency risk on the relationship between the functional currencies of the Group companies and the other currencies in which the Group's material assets and liabilities are denominated. The table below summaries the effect on profit and loss had the functional currency of the Group weakened or strengthened against these other currencies, with all other variables held constant.

	30 June 2023				31 December 2022
	GBP		EUR		GBP		EUR
10% weakening of functional currency	(262)		(862)		(15,710)		(1,129)
10% strengthening of functional currency	262		862		15,710		1,129

The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements.

Reputational risks

The Management of the Group believes that at present there are no facts that could have a significant negative impact on the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms of rendering services, as well as the participation of the Group in any price agreement. Accordingly, reputational risks are assessed by the Group as insignificant.

Fair value of financial instruments

The fair values of all financial assets and liabilities approximates their carrying value.

Other risks

The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services provision and compliance with information security of data. Also, the Group business depends on the availability, performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under the Group control.

The Group makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for providing advertising internet services.

23.       Related party disclosures

Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant influence in making financial and operational decisions.

The related parties of the Group are:

·      Petrus Cornelis Johannes Van Der Pijl - Director, international group member (the ultimate beneficiary).

·      Stefans Keiss - international group member (the ultimate beneficiary).

·      S Konovalov - international group member (the ultimate beneficiary).

·      Vox Valor Capital Pte. LTD - international group member.

·      Vox Capital LTD - international group member. The shareholder of the Mobio Global LTD.

·      Vox Valor Capital LTD - international group member.

·      Vox Capital Holding LTD - international group member.

·      Vox Valor Holding LTD - international group member.

The affiliated parties of the Company are:

·      Mobile Marketing LLC - through S. Konovalov.

·      Influence LLC - through S. Konovalov.

·      Adtech solutions limited - through S. Konovalov

·      Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van Der Pijl

·      Triple Dragon Limited - through Petrus Cornelis Johannes Van Der Pijl

·      Triple Dragon Funding Delta Limited - through Petrus Cornelis Johannes Van Der Pijl

23.1. Transactions with related parties

·    Trade and other receivables - related parties (immediate parent company for the Group):

Creditor		Related party		Description		30 June 2023		31 December 2022
Vox Capital Ltd		Mobio Global LTD		Administrative expenses		21,424		8,591
				Total:		24,424		8,591

·    Trade and other payables - related parties (immediate parent company for the Group):

Debtor		Related party		Description		30 June 2023		31 December 2022
Vox Capital Ltd		Mobio Global LTD		Intercompany payments		2,304,890		2,448,048
				Total:		2,304,890		2,448,048

23.2. Transactions with affiliated parties

·    Trade and other receivables - affiliated parties:

Debtor		Affiliated party		Description		30 June 2023		31 December 2022
Mobio Global LTD		Triple Dragon Services OÜ		Service agreement		406,826		650,586
Mobio Global LTD		Adtech Solutions Limited		Service agreement		227,826		185,696
Mobio Global LTD		Mobile Marketing LLC		Service agreement		181,901		185,696
Mobio (Singapore) Pte LTD		Triple Dragon Services OÜ		Service agreement		44,500		44,500
				Total:		860,272		880,782

·    Trade and other payables - affiliated parties:

Creditor		Affiliated party		Description		30 June 2023		31 December 2022
Mobio Global LTD		Triple Dragon Services OÜ		Service agreement		9,350		145,623
Mobio (Singapore) Pte LTD		Triple Dragon Services OÜ		Service agreement		-		125,094
Mobio Global LTD		Mobile Marketing LLC		Audit fees charging		39,623		37,168
Mobio (Singapore) Pte LTD		Mobile Marketing LL		Audit fees charging		15,299		15,924
				Total:		64,272		323,809

·    Loans - affiliated parties:

Creditor		Affiliated party		Description		30 June 2023		31 December 2022
Vox Capital Ltd		Triple Dragon Funding Delta Limited		Loan agreement - principal		1,915,000		1,625,000
Vox Capital Ltd		Triple Dragon Funding Delta Limited		Loan agreement - interest		41,943		35,038
Mobio Global LTD		Adtech solutions limited		Loan agreement - principal		385,000		385,000
Mobio Global LTD		Adtech solutions limited		Loan agreement - interest		61,007		46,570
Vox Capital Ltd		Mobile Marketing LLC		Loan agreement - principal		40,000		40,000
Vox Capital Ltd		Mobile Marketing LLC		Loan agreement - interest		7,532		5,712
				Total:		2,450,482		2,137,320

·    Income and expenses - affiliated parties:

Parent company		Affiliated party		Description		H1 2023		H1 2022
Mobio Global LTD		Triple Dragon Services OÜ		Sales revenue		872,838		-
Mobio Global LTD		Adtech Solutions Limited		Sales revenue		214,715		-
Mobio Global LTD		Triple Dragon Services OÜ		Operating expenses		34,182		49,725
Mobio (Singapore) Pte LTD		Triple Dragon Limited		Operating expenses		34,807		2,741
Mobio Global LTD		Adtech Solutions Limited		Administrative expenses		375		-
Vox Capital Ltd		Triple Dragon Funding Delta Limited		Interest expenses		234,412		323,873
Mobio Global LTD		Adtech solutions limited		Interest expenses		14,373		-
Mobile Marketing LLC		Influence LLC		Interest income		1,504		-

24.       Subsequent events

In the period between the reporting date and the date of signing the financial statements for the interim reporting period, there were no other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the organization and which should be reflected.

25.       Approval of unaudited consolidated financial statements

Responsibility Statement

The Company's Directors, whose names and functions appear below this statement, are responsible for preparing this unaudited interim consolidated financial statements in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with Accounting Standard IAS 34 "Interim Financial Reporting".

The Directors, and each Director individually, confirms that, to the best of their knowledge, this unaudited consolidated financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and that the interim management report includes a fair review of the information required by DTR4.2.7R 7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year) and by DTR4.2.8R (disclosure of material related parties' transactions).

Directors:

John G Booth (Non-Executive Chairman)

Konstantin Khomyakov (Finance Director)

Rumit Shah (Non-Executive Director)

Simon Retter (Non-Executive Director) (resigned 31 August 2023)

This unaudited consolidated financial information was approved by the Board on 28 September 2023.

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