Vox Valor Capital Ltd.

Interim / Quarterly Report • Sep 30, 2024

National Storage Mechanism | Additional information

RNS Number : 1085G

Vox Valor Capital Limited

30 September 2024

30 September 2024

Vox Valor Capital Limited

("Vox Valor" or the "Company")

Interim Results for the six months ended 30 June 2024

Vox Valor (LSE: VOX) , is pleased to announce its unaudited interim financial statements for the six months ended 30 June 2024.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

For additional information please contact:

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 2024 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 remainder of the current financial year, we are looking forward to growing Vox Valor both organically and through potential acquisitions.

About the Company

The principal activity of the Vox Valor Group is mobile app marketing. The Group focuses on mobile game or app (content) businesses' performance and has been providing services for the promotion of mobile apps and games for several years.

Summary of Trading Results

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

For the financial period ended 30 June 2024, Vox Valor reported revenues of USD 5.63 million (2023: USD 1.8 million).

Revenue achieved by Mobio Singapore was USD 3.3 million (2023: 31k), with revenue achieved by Mobio Global UK of USD 2.14 million (2023: USD 1.77 million)

Operating expenses were USD 5.5 million for the 6 months period ended 30 June 2024 (2023: USD 1.79).

Gross margin for the first half of 2024 was USD 759k (13%) compared to 639k (36%) in 2023.

Vox Valor reports an operating profit of USD 126k (2023: USD 13k).

Total comprehensive result for the six months ended 30 June 2024 was a loss of USD 327k (2023: profit of USD 179k). This has been in large part due to increased interest costs.

Corporate Update

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 will continue through the remainder of the current financial year.

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 stated strategy of creating a synergistic mobile content and ad tech / marketing powerhouse. Further announcements on potential M&A 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 continuing elevated interest rates and inflation rates tend 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 are met by existing cash resources. At 30 June 2024 the Group had cash balances of USD 70k (144K USD as of 31 December 2023). 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.

Listing Category

On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules ("UKLR") under which the existing Standard Listing category was replaced by the Equity Shares (transition) category under Chapter 22 of the UKLR. Consequently, with effect from that date the Company is admitted to Equity Shares (transition) category of the Official List under Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main Market for listed securities.

Post-Period Events

There are 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 and uncertainties for the remaining six months of the year remain unchanged from those detailed in the Company's annual report for the year ended 31 December 2023.

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

for the six month period ended 30 June 2024

	Notes		30 June 2024		30 June 2023
Operating income and expenses
Sales revenue	1		5,629,616		1,802,566
Total income			5,629,616		1,802,566
Operating expenses	2		(4,870,467)		(1,164,003)
Administrative expenses	4		(360,389)		(418,805)
Professional services			(75,517)		(27,616)
Audit and accountancy fees			(50,602)		(5,953)
Contractors' fees			(44,101)		(123,898)
Legal and consulting fees			(68,583)		(20,003)
London Stock Exchange fee			(13,473)		(10,667)
Depreciation of tangible/intangible assets			(10,410)		(8,714)
Right-of-use assets expense			(10,122)		(9,871)
Total operating costs			(5,503,664)		(1,789,530)
OPERATING PROFIT / (LOSS)			125,952		13,036
Non-operational income and expenses
Non-operating income	6		-		6,215
Non-operating expenses	6		(1,018)		(6,460)
NET NON-OPERATING RESULT			(1,018)		(245)
Financial income and expenses
Interest income / (expenses)	7		(322,360)		(251,292)
Financial income / (expenses)	5		(16,146)		113,684
NET FINANCIAL RESULT			(338,506)		(137,608)
PROFIT / (LOSS) BEFORE TAX			(213,572)		(124,817)
Profit tax			-		(19,998)
Deferred taxes	8		(59,653)		(20,532)
PROFIT / (LOSS) FOR THE PERIOD			(273,225)		(165,347)
OTHER COMPREHENSIVE INCOME
Transactions with owners (business restructuring)	9		-		3,881
Translation difference			(53,806)		340,110
OTHER COMPREHENSIVE INCOME			(53,806)		343,991
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD			(327,031)		178,644
Basic and diluted loss per share	10		(0,01)		(0,01)

Unaudited condensed consolidated statement of financial position as at 30 June 2024

		Notes		30 June 2024		31 December 2023
ASSETS
Non-current assets
Investments		11		10 578 188		10,641,147
Deferred tax assets		8.1		386 650		448,155
Right-of-use assets		14		38 795		49,232
Intangible assets		13		5 910		9,114
Tangible fixed assets		12		885		1,784
Total non-current assets				11 010 428		11,149,432
Current assets
Trade and other receivables		15		2 392 126		1,296,517
Cash at bank		16		70 620		144,182
Total current assets				2 462 746		1,440,699
TOTAL ASSETS				13 473 174		12,590,131
EQUITY AND LIABILITIES
EQUITY
Share Capital				194,426		194,426
Share premium				13,424,392		13,424,392
Share based payments				1,926,720		1,926,720
Revaluation reserve				854,196		854,196
Retained earnings				(7,401,406)		(7,128,181)
Translation difference				(274,249)		(220,443)
TOTAL EQUITY				8,724,079		9,051,110
LIABILITIES
Non-current liabilities
Loans (long term)		18		2,807,927		2,567,010
Other long-term liabilities		19		20,835		32,619
Total non-current liabilities				2,828,762		2,599,629
Current liabilities
Trade and other payables		17		1,655,962		618,358
Loans (short term)		18		50,290		94,950
Accrued expenses				16,165		20,448
Current tax liabilities				18,062		18,062
Other short-term liabilities		20		179,854		187,574
Total current liabilities				1,920,333		939,392
TOTAL LIABILITIES				4,749,095		3,539,021
TOTAL EQUITY AND LIABILITIES				13,473,174		12,590,131

Unaudited condensed consolidated statement of changes in equity for the period ended 30 June 2024

	Notes	Share Capital	Share premium	Share based payments	Revaluation reserve	Retained earnings	Translation difference	Total equity
Balance at 1 January 2024		194,426	13,424,392	1,926,720	854,196	(7,128,181)	(220,443)	9,051,110
Transactions with owners		-	-	-	-	-	-	-
Results from activities		-	-	-	-	(273,225)	-	(273,225)
Other comprehensive income		-	-	-	-	-	(53,806)	(53,806)
Balance at 30 June 2024		194,426	13,660,572	1,926,720	854,196	(7,401,406)	(274,249)	8,724,079

	Notes	Share Capital	Share premium	Share based payments	Revaluation reserve	Retained earnings	Translation difference	Total equity
Balance at 1 January 2023		194,426	13,660,572	1,926,720	854,196	(6,944,622)	(873,353)	8,817,939
Transactions with owners		-	(236,180)	-	-	-	-	(236,180)
Results from activities		-	-	-	-	(187,455)	-	(187,455)
Other comprehensive income		-	-	-	-	3,896	652 , 910	656 , 806
Balance at 31 December 2023		194,426	13,424,392	1,926,720	854,196	(7,128,181)	(220,443)	9,051,110

Unaudited condensed consolidated statement of cash flows for the period ended 30 June 2024

	Notes		30 June 2024		31 December 2023
OPERATING ACTIVITIES
Profit / (loss) before taxation			(213,572)		(569,585)
Adjustments for
Depreciation of tangible/intangible fixed assets			10,410		17,143
Depreciation of right-of-use assets			10,122		19,906
Interest not paid (received)			219,719		124,048
Trade and other receivables			(1,095,609)		1,633,578
Trade and other payables			1,037,604		(2,286,733)
Other assets			-		3,516
Other liabilities			(12,334)		18,282
Accrued expenses			(4,283)		(13,787)
Cash generated from operations			(47,943)		(1,053,632)
Taxes reclaimed (paid)			-		-
Total cash flow from operating activities			(47,943)		(1,053,632)
INVESTMENT ACTIVITIES
Purchase /disposal of other intangible assets			(6,377)		(17,072)
Total cash flow from investment activities			(6,377)		(17,072)
FINANCING ACTIVITIES
Loans given / received			-		495,000
Financial obligations (right-of-use)			(6,459)		(20,229)
Interest paid (right-of-use)			(711)		(1,877)
Total cash flow from financing activities			(7,170)		472,894
NET CASH FLOW			(61,490)		(597,810)
Exchange differences and translation differences on funds			(12,072)		(169,694)
MOVEMENTS IN CASH FUND			(73,562)		(767,504)
Balance as of beginning of the period			144,182		911,686
Movement for the period			(73,562)		(767,504)
Balance as of the end			70,620		144,182

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:

·      Mobio (Singapore) Pte Ltd                 Singapore              100% ownership by Vox Valor Capital LTD

·      Vox Capital Ltd                                      United Kingdom   100% ownership by Vox Valor Capital LTD

·      Vox Valor Capital Pte Limited             Singapore              100% ownership by Vox Capital Ltd

·      Initium HK Limited                               Hong Kong             100% ownership by Vox Capital Ltd

·      Mobio Global Limited                          United Kingdom   100% ownership by Vox Capital Ltd

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

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

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

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

Management (Directors)

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

·      Rumit Shah (Non-Executive Director)

·      Konstantin Khomyakov (Finance Director)

Going concern

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

ACCOUNTING POLICIES

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

The presentation al 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 2024.

General

An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligations can be measured with sufficient reliability.

If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured with sufficient reliability.

The income and expenses are accounted for during the period to which they relate. Revenue is recognized when control over service is transferred to a customer.

The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision. The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items in the financial statement.

Basis of consolidation

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 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		30 . 06 .202 4		3 1 . 12 .202 3
Closing rate		1.2649		1. 2681
Average rate		1.2651		1. 2337

Revenue

The Group's revenue comprises primary income from the provision of mobile marketing services in 2024 and 2023. 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 202 4		H1 202 3
Singapore		3,298,212		30,757
UK		2,140,900		1,767,609
USA		190,504		4,200
Total		5,629,616		1,802,566

Revenue is segmented by the country where it was received.

2.         Operating expenses

Country		H1 202 4		H1 202 3
Singapore		3,042,637		48,823
UK		1,741,375		1,095,037
USA		86,455		20,143
Total		4,870,467		1,164,003

Expenses		H1 202 4		H1 202 3
Contractor Fees		146 , 371		388,623
Platforms and publishers' fees		4,7 24 , 096		775,380
Total		4,870,467		1,164,003

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 2024		H1 2023
Wages & Salaries - (top management)	141,604		214,504
Wages & Salaries	9,733		32,188
Social taxes - (top management)	43,250		21,421
Social taxes	2,482		3,116
Audit and Accountancy fees	93,176		64,376
Business travel expenses	24,619		11,689
IT services and license fees	15,092		17,393
Voluntary medical insurance of employees	14,912		13,863
Advertising & Marketing	4,713		18,177
Employers National Insurance	4,086		12,679
Other administrative expenses	6,722		9,399
Total	360,389		418,805

Staff details (administrative and operating)

Number of staff		H1 2024		H1 2023
UK		2		2
including Director		2		2
Singapore		-		-
USA		4		4
including Director		1		1
Total		6		6

Staff cost (operating and administrative)		H1 2024		H1 2023
Wages & Salaries - (top management)		141,604		214,504
Wages & Salaries		9,733		32,188
Social taxes - (top management)		43,250		21,421
Social taxes		2,482		3,116
Total		197,069		271,229

Remuneration paid to key management personnel :

			Director's fees
	Holding company		Subsidiary companies		Total
Directors remuneration H1 202 4	41,115		100,489		141,604
Directors remuneration H1 2023	95,612		118,892		214,504

5.         Finance income and financial expenses

	H1 202 4		H1 202 3
Finance income
FX differences	-		117 052
Total	-		117 052
Finance expenses
FX differences	13,925		-
Bank fee	2,221		3,368
Total	16,146		3,368

6.         Non-operating income and expenses

	H1 202 4		H1 202 3
Non-operating income
Other non-operating income	-		6,215
Total	-		6,215
Non-operating expenses
Other non-operating expenses	1,018		6,460
Total	1,018		6,460

7.         Interest income and expenses

Interest expenses	H1 202 4		H1 202 3
TDFD loan interest	308,704		234,412
AdTech loan	11,445		14,373
Mobile Marketing LLC	1,500		1,504
Rent interest	711		1,003
Total	322,360		251,292

8.         Taxation

	H1 202 4		H1 202 3
Profit tax
UK corporation tax (19%)	-		15,504
Singapore corporation tax (17%)	-		4,494
USA corporation tax (21%)	-		-
Total current tax	-		19,998
Deferred tax UK	34,388		81,505
Deferred tax USA	(19,840)		(60,105)
Deferred tax Singapore	45,105		(868)
Deferred tax in Profit and Loss report	59,653		20,532
Taxation on profit on ordinary activities	59,653		40,530
Deferred tax in Statement of financial position - opening balance	448,155		58,162
Deferred tax in Statement of Profit and Loss during reporting period	(59,653)		382,369
Translation difference	(1,852)		7,624
Deferred tax in Statement of financial position - closing balance	386,650		448,155

Net deferred tax assets recognized as of 30 June 2024 was not impaired.

8.1. Deferred taxes

Deferred taxes movement 202 4 H1

	As of 1 January 2024		Movements during reporting period			As of 30 June 202 4
	Deferred tax BS		Charge to profit or loss	Translation difference		Deferred tax BS
Right-of-use assets	836		(216)	(5)		615
Property , plant and equipment	339		168	(2)		505
Intangible assets	(1,731)		598	9		(1,124)
Trade receivables (payables)	(31,638)		(75,052)	206		(106,484)
Losses of previous years	480,349		14,849	(2,060)		493,138
Total	448,155		(59,653)	(1,852)		386,650

Deferred taxes movement 202 3 (Year)

		As of 1 January		Movements			As of 31 December
Item		Deferred BS		Charge to profit or loss	Translation difference		Deferred BS
Right-of-use assets		940		(149)	45		836
Property and equipment		-		331	8		339
Intangible assets		(1 338)		(317)	(76)		(1,731)
Trade receivables (payables)		(28,136)		(1,948)	(1,554)		(31,638)
Provisions		1,139		(1,139)	-		-
Losses of previous years		85,557		385,591	9,201		480,349
Total		58,162		382,369	7,624		448,155

9.         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 202 4		31 December 202 3
Loss for the period after tax for the purposes of basic and diluted earnings per share		(273,225)		(165,347)
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		2,368,395,171
Loss per share ( cent)		(0,01)		(0,01)

During a period where the Group or Company makes a loss, accounting standards require that 'dilutive' shares for the Group be excluded in the earnings per share calculation, because they will reduce the reported loss per share; consequently, all per-share measures in the current period are based on the weighted number of ordinary shares in issue.

11.       Investments in subsidiaries

Investments in subsidiaries

Subsidiary undertakings	Country of incorporation
		30 June 2024		31 December 2023
Vox Capital Ltd	United Kingdom	100%		100%
Vox Valor Capital Pte Ltd	Singapore	100%		100%
Initium HK Ltd	Hong Kong	100%		100%
Mobio Global Ltd	United Kingdom	100%		100%
Mobio (Singapore) Pte Ltd	Singapore	100%		100%

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

Mobio Global Limited was created as an acquisition purposes vehicle. On April 27, 2022, the Company purchased the shares 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 to Vox Valor Capital Ltd, the total purchase price was 1 000 USD.

Mobio Global:

Subsidiary undertakings	Country of incorporation	30 June 202 4		31 December 202 3
Mobio Global Inc.	USA	100%		100%

The registered office of Mobio Global Ltd is 71-75 Shelton Street London WC2H 9JQ.

The registered office of Mobio Global Inc. is 850 New Burton Road, Suite 201, Dover, DE 19904. USA

Investments at fair value

Investments at fair value		30 June 202 4		31 December 202 3
Airnow PLC shares		10,578,188		10,641,147
Total		10,578,188		10,641,147

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.

12.       Tangible fixed assets

Cost		H1 202 4		Y 2023
As of period beginning		3,567		3,391
Additions		-		-
Translation difference		(23)		176
As of period end		3,544		3,567
Depreciation
As of period beginning		(1,783)		-
Depreciation charge		( 88 7)		(1,743)
Translation difference		12		(40)
As of period end		( 2 , 65 8)		(1,783)
Net book value
As of period beginning		1,784		3,391
As of period end		885		1,784

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

13.       Intangible assets

Cost		H1 202 4		Y 2023
As of period beginning		17,472		14,944
Additions		6,377		17,071
Disposals		(6,863)		(15,362)
Translation difference		(112)		819
As of 30 June // 31 December		16,874		17,472
Depreciation
As of 1 January		(8,358)		(7,906)
Depreciation charge		(9,523)		(15,400)
Disposals		6,863		15,362
Translation difference		54		(414)
As of period end		(10,964 )		(8,358)
Net book value
As of period beginning		9,114		7,038
As of period end		5,910		9,114

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

·       Licenses - validity period.

14.       Right-of-use assets

Cost	H1 202 4		Y 2023
As of period beginning	81 , 487		77 , 451
Translation difference	(524)		4 , 036
As of period end	80,963		81 , 487
Depreciation
As of period beginning	( 32,255 )		(11,295)
Depreciation charge	( 10,122 )		(19,906)
Translation difference	209		(1,054)
As of period end	(42 ,168 )		( 32,255 )
Net book value
As of period beginning	49 , 232		66,156
As of period end	38,795		49 , 232

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

Leased server		As of 30 June 2024		As of 31 December 202 3
Long-term		20,835		32,619
Short-term		21,192		21,011
Total		42,027		53,630

Interest expense recognized:

Leased server		H1 202 4		H1 20 23
Interest		711		1 003

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% .

15.       Trade and other receivables

	30 June 2024		31 December 2023
Trade receivables	2,173,086		1,126,412
Prepayments	219,040		170,105
Total	2,392,126		1,296,517

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 2024

	< 60 days		< 90 days		< 180 days		> 180 days		Total
Trade receivables	2,173,086		-		-		-		2,173,086
Total	2,173,086		-		-		-		2,173,086

As of 31 December 2023

	< 60 days		< 90 days		< 180 days		> 180 days		Total
Trade receivables	1,126,412		-		-		-		1,126,412
Total	1,126,412		-		-		-		1,126,412

16.       Cash and cash equivalents

	30 June 2024		31 December 2023
Cash at bank and in hand	70,620		144,182
Total	70,620		144,182

17.       Trade and other payables

	30 June 2024		31 December 2023
Trade payables	1,638,827		612,171
Other payables and accruals	17,135		6,187
Total	1,655,962		618,358

The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing and are normally settled monthly.

18.       Loans and borrowings

Long-term				30 June 2024		31 December 2023
Triple Dragon Funding Delta Ltd		Principal		2,368,435		2 120 000
AdTech Solutions Limited		Principal		302,652		323 043
AdTech Solutions Limited		Interest		86,315		74 882
Mobile Marketing LLC		Principal		40,000		40 000
Mobile Marketing LLC		Interest		10,525		9 085
Total				2,807,927		2 567 010

Short-term				30 June 2024		31 December 2023
Triple Dragon Funding Delta Ltd		Interest		50,290		94 950
Total				50,290		94 950

During the period ended 30 June 2024, 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 15 March 2025. Interest is charged on the loan at a rate of 7.5% per year

19.       Other long-term and lease liabilities

Lease liabilities

Lease liabilities		30 June 2024		31 December 2023
Non-current liabilities		20,835		32,619
Current liabilities		21,192		21,011
Total		42,027		53,630

As at the period ended 30 June 2024 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.

20.       Other short-term liabilities

	30 June 2024		31 December 2023
VAT payable (tax agent)	153,501		154,494
Current lease liabilities	21,192		21,011
Salary liabilities	5,161		12,069
Total	179,854		187,574

21.       Financial instruments

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

Financial assets	30 June 2024		31 December 2023
Financial assets measured at amortised cost :
Cash at bank and in hand	70,620		144,182
Trade receivables	2,173,086		1,126,412
Other receivables	219,040		170,105
Total	2,462,746		1,440,699

Financial liabilities	30 June 2024		31 December 2023
Financial liabilities measured at amortised cost :
Trade payables	1,638,827		612,171
Lease liabilities	42,027		53,630
Total	1,680,854		665,801

The Group's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised fair value gains of nil (2023: nil).

22.       Financial risk management

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

Credit risk

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

	30 June 2024		31 December 2023
Trade receivables	2,173,086		1,126,412
Prepayments	219,040		170,105
Total	2,392,126		1,296,517

Credit risk is the risk of financial risk to the Group if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement.

The Group's trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly by Directors. Any debtors over 30 days are reviewed by Directors every month and explanations sought for any balances that have not been recovered.

Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group's accounting policy.

The Directors are of the opinion that there is no material credit risk at the Group level.

Liquidity risk

Liquidity risk is the situation where the Group may encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs and to invest cash assets safely and profitably.

The tables below break down the Group's financial liabilities into relevant maturity groups based on their contractual maturities.

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 2024:

	Less than 6 months		6-12 months		Between 1 and 2 years		Between 2 and 5 years		Carrying amount
Trade and other payables	1 655 962		-		-		-		1 655 962
Corporation tax payable	18 062		-		-		-		18 062
Lease liabilities	10,295		10,897		20,835		-		42,027
Total	1,684,319		10,897		20,835		-		1,716,051

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

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.

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 Holding LTD - international group member.

The affiliated parties of the Company are:

·      Mobile Marketing LLC - through S. Konovalov.

·      Adtech solutions limited - through S. Konovalov

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

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

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

23.1. Transactions with related parties

·    Trade and other receivables - affiliated parties:

Debtor		Affiliated party		Description		30 June 2024		31 December 2023
Mobio Global Ltd		Adtech Solutions Ltd		Service agreement		255,843		453,264
Mobio Global Ltd		Mobile Marketing LLC		Service agreement		181,846		181,942
				Total:		437,689		635,206

·    Trade and other payables - affiliated parties:

Creditor		Affiliated party		Description		30 June 2024		31 December 2023
Mobio Global Ltd		Mobile Marketing LLC		Audit fees charging		39,154		40,240
Mobio (Singapore) Pte Ltd		Mobile Marketing LLC		Audit fees charging		4,702		15,470
				Total:		43,856		55,710

·    Loans - affiliated parties:

Creditor		Affiliated party		Description		30 June 2024		31 December 2023
Vox Capital Ltd		Triple Dragon Funding Delta Ltd		Principal		2,368,435		2,120,000
Vox Capital Ltd		Triple Dragon Funding Delta Ltd		Interest		50,290		94,950
Mobio Global Ltd		Adtech solutions Ltd		Principal		302,652		323,043
Mobio Global Ltd		Adtech solutions Ltd		Interest		86,315		74,882
Vox Capital Ltd		Mobile Marketing LLC		Principal		40,000		40,000
Vox Capital Ltd		Mobile Marketing LLC		Interest		10,525		9,085
				Total:		2,858,217		2,661,960

·    Income and expenses - affiliated parties as of December 31 :

Parent company		Affiliated party		Description		H1 2024		H1 2023
Mobio Global LTD		Triple Dragon Services OÜ		Sales revenue		-		872,838
Mobio Global LTD		Adtech Solutions Limited		Sales revenue		1 290 514		214,715
Mobio Global LTD		Triple Dragon Services OÜ		Operating expenses		-		34,182
Mobio Global LTD		Adtech Solutions Limited		Administrative expenses		-		375
Mobio Global LTD		Adtech solutions limited		Interest expenses		-		14,373
Mobio (Singapore) Pte LTD		Adtech Solutions Limited		Sales revenue		3 191 851		-
Mobio (Singapore) Pte LTD		Triple Dragon Limited		Operating expenses		-		34,807
Vox Capital Ltd		Triple Dragon Funding Delta Limited		Interest expenses		308,704		234,412
Vox Capital Ltd		Mobile Marketing LLC		Interest expenses		1,500		1,504

Remuneration paid to key management personnel :

	Holding company		Subsidiary companies		Total
Directors Remuneration H1 2024	-		141,604		141,604
Directors Remuneration H1 2023	-		246,692		246,692

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)

This unaudited consolidated financial information was approved by the Board on 27 September 2024

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