VOX VALOR CAPITAL LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

Company information

Strategic review report – CEO’s statement

Directors’ report

Independent auditors report to members

Consolidated Statement of comprehensive income

Consolidated Statement of financial position

Consolidated Statement of cash flow

Consolidated Statement of changes in equity

Notes to the Consolidated Financial Statements

VOX VALOR CAPITAL LIMITED

- 4 -

STRATEGIC REVIEW REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

Chairman’s Report

Vox Valor Capital Limited (“Vox Valor” or “the Company”) is pleased to announce that its audited financial statements for

the year ended 31 December 2023 have been published and are available on its website at www.voxvalor.com/investors.

The Vox Valor Group (“Vox Valor Group” or “the Group”) is active in providing mobile marketing and advertising related

services and these are conducted through its 100% owned UK operating subsidiary Mobio Global Limited (“Mobio Global”).

Mobio Global has two operating subsidiaries in the United States and Singapore. The Group employs 30 contractors and

employees in total across its subsidiaries.

The Group was formed in 2022 upon the reverse takeover (“RTO”) of Vox Capital Limited, a company that acquired Mobio

in 2020 as part of its strategy to grow its mobile marketing and advertising technology service and product offering and to grow

Mobio into the European and American markets. Prior to the completion of the RTO, Mobio Global divested its Russian

operations and management increased its efforts to grow Mobio in the UK, the European Union and North America.

Vox Valor is continuously evaluating potential acquisition opportunities to acquire mobile or digital content businesses, such

as mobile game or application developers or publishers in order to extract operational synergies from being vertically integrated

in owning mobile/digital content business and the Mobio digital marketing and advertising services and technology offering.

This strategy is based on leveraging Mobio’s experience in mobile marketing with the need of mobile content businesses, such

as mobile game and app developers, to acquire new users for their games and apps. The Company will make further

announcement as and when any acquisition opportunities, which are being analysed, are closed.

Through Mobio, the Vox Valor Group provides a wide range of mobile marketing services, including user acquisition services,

app store optimisation services, mobile retargeting, digital strategy consulting services, marketing creatives, video production

services and in app advertising services.

These services are instrumental for clients to acquire new users, control their mobile marketing spend or ‘cost per install’ and

scale the user base and revenue of their mobile games or applications.

Mobio has very significant experience in providing user acquisitions services by developing and executing mobile marketing

campaigns for its clients. In addition, Mobio also provides services that are complementary to its clients core mobile marketing

strategies, such as app store optimisation services (which aim to improve organic user growth by optimising the presence of its

clients’ apps and games in the major app stores) and retargeting services (using its proprietary Feedwise platform to re-engage

with app users).

Mobio complements its service offering with mobile advertising creatives and video creative productions for those clients that

are not able or do not want to develop such marketing assets in-house and also offers digital marketing strategy or consulting

services to some of those clients.

In 2023, Mobio implemented the Mobio Growth Lab initiative, which is a dynamic incubator that helps Mobio’s client

(including new or early-stage clients) to grow their install base and profit levels through a step-by-step process to support them

in every stage of the product and marketing life cycle.

The Vox Valor Group is pleased to report improved and positive total comprehensive profit for the year ended 31 December

2023 of USD 469k versus a loss of USD 5.7 million for the year ended 31 December 2022. While revenue decreased from

USD 13.8 million during for the year ended 31 December 2022to USD 5.6 million for the year ended 31 December 2023 due

to the disposal of the Russian subsidiary of the Group, the Company managed to reduce the operating expenses from USD 13.8

million to USD 5.7 million.

Vox Valor announced that it had signed two term sheets for potential acquisitions during the year ended 31 December 2023,

which the Company has either terminated or the term sheet expired and therefore no merger and acquisitions activities took

place in 2023. The Company is continuing to identify potential acquisitions that are complimentary to the Group’s strategy

where it can generate meaningful synergies from its mobile marketing expertise and technology.

For the next financial year, we are looking forward to growing Vox Valor both organically and through potential acquisitions.

The organic growth plans of the Group include the expansion of the Group’s mobile marketing services and technology offer

(Mobio) in the UK, Europe and the United States.

VOX VALOR CAPITAL LIMITED

- 5 -

Summary of Trading Results and Outlook

For the financial year ended 31 December 2023, Vox Valor reported revenue of USD 5.6 million (versus USD 13.8 million in

the previous financial period) and an operating loss of USD 90k (versus a gross profit of USD 29k in the previous financial

period).

Total comprehensive income for the year was a profit of USD 469k (versus a loss of USD 5.7 million in the previous financial

period), which is still mainly caused by non-recurring expenditure and accounting write-offs and impairments in relation to the

reverse takeover (“RTO”).

Environmental, social and governance

Environmental

Vox Valor Capital seeks to become more energy efficient. The Company uses online video conferencing platforms and will

continue to promote the use of these for the majority of internal meetings to minimize travel footprint.

All staff actively engage in the recycling of all waste materials wherever possible, including e-waste. The business activity of

the Group includes mainly working with computers, with a relatively small negative effect on the environment.

Social

Diversity & Inclusion

The Company recognizes how important its people are in the success of the business. The Group is proud to recruit, develop

and retain the most talented people from all different backgrounds. Vox Valor Capital understands the importance of diversity

across the business to foster collaboration and a culture which strives to deliver the Group’s strategy. Vox Valor Capital is

committed to the equal treatment of all employees and prospective employees.

Career development

The Board believes that good progression opportunities for our team members are offered within the Group’s businesses, and

as a business we try to promote from within through training.

Health and Safety

Vox Valor Capital has a Group wide health and safety Policy. All health and safety incidents are reported to the Board.

Anti-slavery statement

The Group is committed to effective systems and controls being in place to ensure the Modern Slavery Act 2015 is upheld

throughout the business and that partners and affiliates, throughout the supply chain, have similarly high standards and respect

all local and international laws and regulations.

Governance

Corporate governance statement

The Board believes in the value and importance of strong corporate governance, at executive level and throughout the operation

of the business, and in our accountability to all stakeholders.

Future ESG goals

The Company recognizes that further progress can be made towards a sustainable future and has set the following goals:

– encourage employees to use recyclable or biodegradable materials,

– continue to recruit locally,

– continue promoting recycling across the Group, and

– continue to review and implement ESG/sustainability criteria/policies at the Board level.

Climate change

The Company takes into account the interconnection of climate risks with other types of risks and, on this basis, manages them

as part of its overall risk management process. This analyses both transition risks (political, legal, technological, market,

reputational, related to changes in demand and consumer preferences) and physical risks (related to the physical effects of

climate change, natural disasters, extreme weather conditions) that may affect the company's operations.

A review of the Group’s approach to sustainability and societal impact during the year is set out below.

VOX VALOR CAPITAL LIMITED

- 6 -

The Group recognise the increasing importance of climate change triggered by greenhouse gases (GHG) from burning fossil

fuels. In terms of Energy efficiency, our energy usage was estimated to be on the same level in 2023 compared with 2022.

Environmental

The Group’s operations are conducted in such a manner that compliance is maintained with legal requirements relating to the

environment in areas where the Group conducts its business. During the period covered by this report, the Group has not

incurred any fines or penalties or been investigated for any breach of environmental regulations.

The Directors consider that, due to the nature of the Group’s operations, it does not have a significant impact on the

environment. However, the Group seeks to minimise its carbon impact and recognises that its activities should be carried out

in an environmentally friendly manner where practicable. The Group’s environmental impact is under continual review and

the Group considers related initiatives on an ongoing basis. In 2023, these included: continued reduction of waste and, where

practicable, re-use and recycling of consumables; continued reduction of usage of energy, water and other resources; ongoing

upgrades to LED lighting; and reprogramming of certain air conditioning and air handling systems to increase efficiency and

implement timed shut downs when not in use.

Facilities and Office Environments

Management engages with its office provider and its facilities management provider to ensure a safe working environment for

our employees.

Environmental management is overseen by the Chief Executive Officer. The Group complies with the Companies Act 2006

(Strategic Report and Directors Report) Regulations 2013. There were no prosecutions or compliance notices for breaches of

environmental legislation during 2023.

Going Concern

The day to day working capital requirements and investment objectives are met by existing cash resources, available credit

facilities and the issue of equity. At 31 December 2023, the Group had cash balances of USD 144k and available credit lines.

The Group’s forecasts and projections, taking into account reasonable possible changes in the level of overhead costs, show

that the company should be able to operate within its available cash resources. The directors have, at the time of approving the

financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable

future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the board

John Booth

Chairman

24 April 2024

VOX VALOR CAPITAL LIMITED

- 7 -

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report together with the accounts of Vox Valor Capital Limited (’’the Company’’) and its subsidiary

undertakings (together ‘the Group’) for the year ended 31 December 2023.

Results and dividends

The trading results for the Group are set out in the Consolidated statement of comprehensive income and the Consolidated

statement of financial position at the end of the year.

The directors have not recommended paying dividends.

Directors

The following directors have held office since 30 September 2022 (the date of Admission to the LSE Main market):

- John G Booth (Non-Executive Chairman)

- Rumit Shah (Non-Executive Director)

- Simon Retter (Non-executive Director) (resigned on 31 August 2023)

- Konstantin Khomyakov (Finance Director).

Details of the Continuing Directors

John G Booth, Non-Executive Director & Chairman

Mr. Booth has over 20 years' experience as a director and chairman of various private and public listed companies, and

environmental charities. He currently serves as the non-executive chairman of two other public listed companies and as non-

executive director and head of the Audit and Governance committees for another two.

He holds a BSc(Hons) in Biology and Environmental Science, LLB, JD and LLM in international finance, tax and

environmental law. He started his career as a commercial litigator before joining the non-dollar derivatives, tax structuring

desk of Merrill Lynch International in 1990. He then held increasingly senior positions with ICAP, CEDEF, ABN AMRO

Bank NV, CIBC, and the World Bank as a lawyer, investment banker, broker, and strategy consultant over his career. From

2004 to 2012, he was a partner with JAS Financial Products LLP, an alternative asset manager. From 2012 to 2017 he served

as Chairman and CEO of Midpoint Holdings Limited, the world's first peer-to-peer FX company which he co-founded and

listed via reverse takeover. He has co-founded three other businesses, and currently and guest lectures in the graduate business

school at the University of Oxford.

Rumit Shah, Non-Executive Director

Rumit is an experienced finance professional and a chartered accountant and member of the ICAEW (Institute of Chartered

Accountants in England and Wales). Rumit worked as a director at the structured finance department of Deutsche Bank in

London and was a partner at JAS Financial Products LLP and is currently the director and owner of consultancy and investment

firm Intrinzik Limited.

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

Simon graduated from the University of Bristol in 2003 with a BSc Upper Second-Class Honours in Accounting & Finance

and started his career at Deloitte LLP where he qualified as a chartered accountant. He specialised in corporate finance co-

ordinating reporting accountant’s work for AIM IPOs, preparing Long-form/Accountants Reports/Working Capital Reports

and producing acquisition due diligence reports. Simon has been a Financial Director at Paragon Diamonds Ltd since April

2010 whereas an original founding director he had sole responsibility for managing the IPO process and has raised £9 million

in new equity to date. Simon is also currently a Non-Executive Director at Equatorial Mining & Exploration plc (AQSE: EM.P)

and Finance Director at a newly incorporated investment vehicle targeting the finance and technology sectors. Simon has

extensive experience in public markets, specifically reverse takeovers, IPOs, and secondary fundraising combined with high

pressure and dynamic environments encountered in the start-up and growth phase of businesses. Simon resigned on 31 August

2023.

Konstantin Khomyakov, Finance Director

Konstantin is a finance professional, certified accountant and auditor, member of ACCA (Association of Chartered Certified

Accountants) with a proven track-record of successfully completed audit, risk-management and consulting projects. Konstantin

is experienced in strategic planning, financial management and risk assessment, gaining this experience while working for

clients and companies that were based in Russia, the US, Europe and Central Asia, leveraging 20+ years of corporate finance

VOX VALOR CAPITAL LIMITED

- 8 -

and audit expertise with market leaders such as KPMG. Konstantin obtained an MBA degree from IMD business school in

Lausanne.

Directors’ interests

At the date of this report the directors held the following beneficial interest in the ordinary share capital and share options of

the company:

Name

Number of Shares in Enlarged

Ordinary Share Capital

Number of

Warrants

Percentage of Ordinary Shares held in

Enlarged Ordinary Share Capital held

John G Booth

Nil

12,500,000

Nil

Simon Retter

(resigned on 31 August

2023)

20,833,333

0.88%

Rumit Shah

Nil

12,500,000

Nil

Konstantin Khomyakov

Nil

Auditors

Shipleys LLP has been appointed as the auditor of the Company with effect from 1 January 2023. A resolution for the

reappointment Shipleys LLP as audit of the Company will be proposed at the forthcoming Annual General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law

and regulations.

Company law requires the directors to prepare Group and parent company financial statements for each financial year. Under

that law the directors have elected to prepare the financial statements in accordance with UK adopted International Accounting

Standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give

a true and fair view of the state of affairs of the group and company and of the group’s profit or loss for that period. In preparing

these financial statements, the directors are required to:

 select suitable accounting policies and then apply them consistently;

 make judgements and accounting estimates that are reasonable and prudent;

 state whether they have been prepared in accordance UK adopted International Accounting Standards

 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will

continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s

transactions and disclose with reasonable accuracy at any time the financial position of the group and company. They are also

responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the

Company’s website.

Corporate Governance

The Board recognizes that good standards of corporate governance help the Company to achieve its strategic goals and is vital

for the success of the Company. The Company adopts proper standards of corporate governance and follows the principles of

best practice set out in the QCA Corporate Governance Code (v.1 2018), as far as is appropriate for the size and nature of the

Company and the Group.

The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations

of the business. These principles are:

1. Establish a strategy and business model which promote long-term value for shareholders;

2. Seek to understand and meet shareholder needs and expectations;

VOX VALOR CAPITAL LIMITED

- 9 -

3. Take into account wider stakeholder and social responsibilities and their implications for long tern success;

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation;

5. Maintain the board as a well-functioning balanced team led by the Chair;

6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities;

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;

8. Promote a corporate culture that is based on ethical values and behaviours;

9. Maintain governance structures and processes that are fit for purpose and support good decision-making

by the Board; and

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other

relevant stakeholders.

The Company applies the above principles in its regular activities.

Principle 1 – Business Model and Strategy

Vox Valor Capital Limited is a UK based technology investment Group. The Company completed a reverse takeover of Vox

Capital Limited in 2023.

Vox Capital Limited is as a vehicle with the purpose of consolidating businesses in the digital marketing, advertising and

content sector. To date, Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing

company and has also acquired an equity interest in another trading business: Airnow PLC, a UK based app monetisation and

marketing group. On 18 October 2023, Mobio Global UK sold its 100% interest in Mobio (Singapore) Pte Ltd to Vox Valor

Capital Ltd. For further information on the market, the future strategy of the Company and the risks the Board consider to be

the most significant for potential investors, Shareholders are referred to the Strategic Report in the latest Annual Report and

Accounts (which is available on our website).

Principle 2 – Understanding Shareholders‘ Needs and Expectations

Communication with shareholders is co-ordinated and led between the CEO who is the Company’s principal spokesperson

with investors and other interested parties.

The Company is in dialogue with, and holds meetings with, shareholders and brokers representing private shareholders as

required in a coordinated way, providing them with such information on the Company’s progress as is permitted under MAR

and requirements of relevant legislation.

The Company regularly updates its website and releases news flow and operational updates. Communications are also provided

through the Company’s Annual and Interim Reports.

Shareholders are encouraged to attend the Annual General Meeting, which the Board believes is a good opportunity to

communicate directly with shareholders.

The Company discloses contact details on its website and on all announcements released via RNS, should shareholders wish

to communicate with the Board.

Principle 3 – Consider Wider Stakeholder and Social Responsibilities

The Board believes that its stakeholders (other than shareholders) are its employees, customers, suppliers and their funders.

The Board recognises that the long-term success of the Company is reliant upon the efforts of the Company, advisers and these

stakeholders.

The Board makes every effort to communicate effectively with all stakeholders, to ensure that the Company complies with

contractual terms.

Principle 4 – Risk Management

The Board has overall responsibility for the determination of the Company’s risk management objectives and policies and

recognises the need for an effective and well-defined risk management process. The overall objective of the Board is to set

policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The

VOX VALOR CAPITAL LIMITED

- 10 -

Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of the

Company’s risk appetite including the identification, assessment and monitoring of the Company’s principal risks.

For further information on the risks the Board consider to be the most significant for potential investors, Shareholders are

referred to the Strategic and Directors’ Report contained in the latest Report and Accounts which are available on the

Company’s website.

Principle 5 – A Well-Functioning Board of Directors

The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company

and establishing the policies of the Company. It is the Board’s responsibility to oversee the financial position of the Company

and monitor the business and affairs of the Company on behalf of Shareholders, to whom the Directors are accountable. The

primary duty of the Board is to act in the best interests of the Company at all times.

The Board also addresses issues relating to internal control and the Company’s approach to risk management.

The Board consists of one Executive Director and three Non-Executive Directors, all of whom are considered to be

independent. All the Directors are expected to devote as much time to the affairs of the Company as may be necessary to fulfil

their roles.

Financial information submitted regularly to the Board includes balance sheets and profit & loss accounts; together with

analyses of movements in cash, trade debtors and creditors, and fixed assets.

Certain other high level decisions that cannot await the convening of a formal Board meeting may be agreed by way of written

resolutions. In such cases supporting papers are submitted to the directors and they are given the opportunity to discuss the

matter with other directors and executive management. Written resolutions are deemed passed only if all directors vote in

favour.

It is not practical or justifiable from a cost perspective for the whole Board to meet face-to-face at every board meeting. So

where one or more directors is unable to be physically present, use is made of video-conference calls.

Principle 6 – Appropriate Skills and Experience of the Directors

The Company believes that the current balance of skills within the Board as a whole reflects a broad and appropriate range of

commercial, technical and professional skills relevant to the business.

The Directors have access to the Company’s external advisers e.g. lawyers and auditors as and when required and are able to

obtain advice from other external advisers when necessary.

All Directors have access to independent legal advice at the Company’s expense.

The Board will seek to take into account Board Diversity & Inclusion for future nominations, with areas to take into account

including gender balance.

Principle 7 – Evaluation of Board Performance

Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner.

The Board will review and consider the performance of each director at or around the time of publication of the Company’s

Annual Report.

On an ongoing basis, board members maintain a watching brief to identify relevant internal and external candidates who may

be suitable additions for current board members.

The Company undertakes annual monitoring of personal and corporate performance. Responsibility for assessing and

monitoring the performance of the executive directors lies with the independent non-executive director.

The Board as a whole is mindful of the need for considering succession planning.

Principle 8 – Corporate Culture

VOX VALOR CAPITAL LIMITED

- 11 -

The Board believes that a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder

value in the medium to long-term. The Company recognises the importance of promoting an ethical corporate culture,

interacting responsibly with all stakeholders and the communities in which the Company operates.

Guided by the Group’s core values of simplicity, empowerment, passion, innovation and authenticity, the Group seeks to

promote a culture where its people can thrive. For Vox, this means promoting strong business ethics and putting in place

policies and programmes to build trust with employees.

As a first priority, Vox seeks to uphold individual human rights in its operations and expects the same from all partners. The

Group’s policies outline the behaviours expected from employees and suppliers at all times and set out the Group’s zero

tolerance approach towards any form of modern slavery, discrimination or unethical behaviour relating to bribery, corruption

or business conduct.

The Group is committed to building an inclusive culture, where people feel able to be their best at work, irrespective of age,

race, sexual orientation, religion, ethnicity or gender.

Principle 9 – Maintenance of Governance Structures and Processes

The Board provides strategic leadership for the Company and operates within the scope of a robust corporate governance

framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and

practices that operate throughout the business, and defining the strategic goals that the Company implements in its business

plans.

The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of matters

that are reserved as the responsibility of the Board. The CEO leads the development of business strategies within the Group’s

operations. The Board currently consists of one Executive Directors and three Non-Executive Directors.

The Board considers that there is an appropriate balance between the Executives and Non-executives and that no individual or

small group dominates the Board’s decision making.

The Board has considered mechanisms by which the business and the financial risks facing the Company are managed and

reported to the Board. The principal business and financial risks have been identified and control procedures implemented. The

Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk and to

provide reasonable but not absolute assurance with regard to the safeguarding of the Company’s assets against misstatement

or loss.

Internal controls

The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its effectiveness.

However, any such system of internal control can provide only reasonable, but not absolute, assurance against material

misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk

profile of the Group. The principal elements of the Group’s internal control system include:

• Close management of the day to day activities of the Group by the executive Directors;

• Flat organisational structure with defined levels of responsibility, which promotes entrepreneurial decision making and

rapid implementation whilst minimising risks;

• A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and cash flow,

which is approved by the Board;

• Semi-annual reporting of performance against budget; and

• Central control over key areas such as capital expenditure authorisation and banking facilities.

The Company continues to review its system of internal controls to ensure compliance with best practice, whilst also having

regard to its size and the resources available. The Board has an Audit Committee.

The Executive Director is responsible for implementing and delivering the strategy and operational decisions agreed by the

Board, making operational and financial decisions required in the day-to-day operation of the Company, providing executive

leadership to managers, championing the Company’s core values and promoting talent management.

The Independent Non-Executive Directors contribute independent thinking and judgement through the application of their

external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Executive

Director and ensure that the Company is operating within the governance and risk framework approved by the Board.

VOX VALOR CAPITAL LIMITED

- 12 -

The Board reviews the effectiveness of its corporate governance structures and processes annually.

The Company has also implemented A Share Dealing Code for Directors´ and employees´ dealings in securities which is

appropriate for a company whose securities are traded on the London Stock Exchange and is in accordance with the

requirements of the Market Abuse Regulation which came into effect in 2016.

Principle 10 – Shareholder Communication

The Board is committed to maintaining good communication with its shareholders, providing them with such information on

the Company’s progress as is permitted by MAR and the requirements of the relevant legislation.

The Board believes that the Company’s Annual Report and Accounts, and its Interim Report published after the half year, play

an important part in presenting all shareholders with an assessment of the Company’s position and prospects.

The Annual General Meeting is the principal opportunity for shareholders to meet and discuss the Company’s business with

the Directors. There is an open question and answer session during which shareholders may ask questions both about the

resolutions being proposed and the business in general. The Directors are also available after the meeting for an informal

discussion with shareholders.

Results of shareholder meetings and details of votes cast will be publicly announced through RNS and displayed on the

Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.

All reports and press releases are published on the Group’s website: www.voxvalor.com/investors and the Company will

continue to keep its website up to date, participate in investor presentations, attend conferences and release news flow and

operational updates as appropriate.

Application of principles of good governance by the Board of directors

There are regular board meetings during the year and other meetings are held as required to direct the overall Company strategy

and operations. Board meetings follow a formal agenda covering matters specifically reserved for decision by the Board. These

cover key areas of the Company’s affairs including overall strategy, acquisition policy, approval of budgets, major capital

expenditure and significant transactions and financing issues.

The Board undertakes an annual evaluation of its own performance and that of its committees and individual directors, through

discussions and one-to-one reviews with the chairman.

Principal Risks and Uncertainties

PRINCIPAL RISKS

Mobio’s strategy is focused on growth in relatively new markets

Since the acquisition of Mobio by Vox, Mobio has started to increase its European and American client base and revenues and

this will remain the key focus of Mobio’s management team. In 2022, Mobio incorporated Mobio Global Inc (“Mobio US”),

which is managed by Mr Sergey Konovalov and used as the vehicle through which the Mobio Group intends to build its US

business. The changes in business processes, the relocation of key team members and the loss of revenue from its previous

Russian operating subsidiary caused disruption to the Mobio Group and during this transition period, growth of the Mobio

Group may be impacted. There is also a risk that as Mobio Global and Mobio US are less mature, the Mobio Group’s business

will not be able to attract new clients and generate the desired levels of revenue and profit. This means there is a risk that the

Mobio Group may not be successful in fully replacing the revenue loss caused by the disposal of Mobile Marketing LLC (or

achieving this in a timely manner), which if it should occur would have a significant adverse impact on the financial

performance and position of the Group.

There is a risk that changes in the policy of third party platforms may impact the timing of revenue for the Group

A key part of the service Mobio provides involves the use of third-party platforms such as Facebook Ads Manager, Google

Ads, the App Store or Google Play. In order to utilise these platforms, Mobio is obliged to comply with the policies of those

platforms. There is always a risk that these platform providers may restrict or limit Mobio’s ability to obtain non-personal data

that is regularly utilised within the mobile marketing industry for purposes of segmenting, targeting or tracking mobile

marketing campaigns. For instance, as part of the release of iOS 14, Apple specified that in 2021 app users would now need to

opt in before their identifier for advertisers (“IDFA”) can be accessed by an app. Apple’s IDFA is a string of numbers and

letters assigned to Apple devices which advertisers use to identify app users to deliver personalised and targeted advertising.

Mobio previously used IDFA to optimise user acquisition strategies and traffic campaigns. Although Mobio was able to adapt

VOX VALOR CAPITAL LIMITED

- 13 -

to these changes and the impact on Mobio’s business was not material, it did result in clients reducing their marketing budgets

while the effect of the IDFA depreciation was better understood which delayed the Mobio Group’s receipt of revenues as

campaigns were delayed or scaled back initially.

Mobio also uses platforms that are maintained by Apple and Google to advertise and market its clients’ apps through app store

optimisation techniques and paid app store advertising. Both Apple and Google have broad discretion to make changes to such

app management and advertising platforms or to change the manner in which such systems function and also amend their

respective terms and conditions applicable to the use of such systems.

It is not possible to predict whether Apple and/or Google or other platform providers will change their policies. If such a change

in policy were to occur, there is likely to be a period of adaptation and during this period revenue may be reduced. Fortunately,

these changes are often made with significant advance warning which gives Mobio and other mobile marketing companies

time to adapt to these changes.

Changes in algorithms used by platforms may affect the financial performance of Mobio

Mobio uses third-party platforms to market its clients’ content and applications including Facebook Ads Manager, Google Ads

and Iron Source. The effectiveness of Mobio’s mobile marketing campaigns may be impacted by algorithms that are utilised

by app stores or advertising networks or other platforms. Mobio’s ability to understand these algorithms is key to Mobio’s

service offering. Third-party platforms can change their algorithms and such changes can reduce the effectiveness of Mobio’s

marketing strategies or in the worst case make them redundant. In the event that Mobio’s marketing strategies are less effective,

it will make Mobio’s services less attractive to clients which will have a negative effect on Mobio’s revenue and its financial

performance. It may also cause Mobio to need to dedicate more internal resource to adapting to changes in algorithms which

will divert resource from other projects related to the longer-term success of Mobio. Mobio has implemented an internal quality

checking process that is designed to detect changes in algorithms as early as possible so that Mobio can adapt its strategies as

soon as practicable after the change. However, there can be no guarantee that these processes will always be successful in

detecting changes in algorithms or that Mobio will be able to adapt to the changes quickly.

Changes in privacy and data protection laws may negatively affect Mobio’s business

Mobio processes and stores data in the ordinary course of its business, including processing and storing of data from mobile

devices for executing and optimising mobile marketing campaigns for its clients. Currently, rather than using personal data,

Mobio uses its ability to target or segment users based on certain features, such as geography, location, device type, operating

system, apps installed on a device or other features and such information can usually be obtained and stored without identifying

an individual consumer or app user. Mobio’s understanding is that in the jurisdictions in which Mobio is active this is normally

outside the scope of data privacy and protection regulations and legislation.

Mobio believes it complies with the applicable data protection and privacy regulations in the relevant jurisdictions, however,

there is no guarantee that these data protection and privacy regulations will not be subject to change. Mobio operates in a

number of jurisdictions, the vast majority of which are subject to complex laws relating to privacy and data protection. The

trend is for these data protection and privacy-related laws and regulations to become more and not less restrictive. There is a

risk that there may be changes to the privacy and data protection in jurisdictions in which Mobio carries out business which

result in greater regulatory oversight and increased levels of enforcement and sanctions.

If there are changes to data protection and privacy regulations which impose in greater compliance obligations on Mobio, this

is likely to result in increased costs for Mobio and therefore for the Group. In particular, there is likely to be additional cost of

staff training in order to adapt to changing business practices and comply with new regulations and legislation. Furthermore,

such changes may impact on the marketing budgets that clients will spend (or the timing thereof) and this may have a

(temporary or more permanent) impact on Mobio’s revenue and therefore indirectly affect the Group. In the event that Mobio

is found to have breached data protection and privacy regulations, it could be exposed to large fines which are likely to cause

significant reputational damage to Mobio which will be likely to have a significant negative effective on the financial

performance of the Mobio Group.

Mobio is subject to credit risk through the default of a client

Mobio is subject to credit risk through the default of a client. Mobio is generally paid in arrears for a significant proportion of

its services and invoices are typically payable within 30 days for agency clients and up to 90 days for direct-to-brand clients,

which accounts for an increasing proportion of Mobio’s business mix. There can be no assurance that one or more significant

clients may not at any future time file for bankruptcy, become insolvent or otherwise be unable or unwilling to pay sums due.

In such event, Mobio may be unable to collect balances due to it on a timely basis or at all. The damages, costs, expenses, or

legal fees arising from lack of payment by a significant client or other counterparty could have a material adverse effect on the

business, revenues, results of operations, financial condition or prospects of the Group.

RISKS RELATING TO THE GROUP

VOX VALOR CAPITAL LIMITED

- 14 -

The Company is reliant on key executives and people

The Group’s business, development and prospects are dependent upon the continued services and performance of its Proposed

Directors and senior management. The experience and commercial relationships of the Proposed Directors and senior

management will help the Group execute its strategy. The Directors and the Proposed Directors believe that the loss of services

of any existing senior management, or failure to attract and retain necessary people, could adversely impact the business,

prospects, financial condition, results of operations and development of the Group.

Risk of additional UK, EU, UN and US sanctions against Russian individuals or entities

Certain persons and entities related to Russia were made the subject of UK, EU, UN and US sanctions following Russia’s

annexation of Crimea. Following Russia’s recent invasion of Ukraine in 2022, further persons and entities with connections to

Russia have been sanctioned by the United States, the EU and the UK. Currently the sanctions situation is changing very

quickly with no advance notice. These sanctions and the uncertainty concerning additional future sanctions were considered

undesirable for a publicly listed group and this was the key driver for Vox Capital’s decision to sell Mobile Marketing LLC

and cease trading with Russian clients. As a result of this decision, this has meant that no company in the Group is incorporated

in Russia and that none of the Group has a banking relationship with a Russian financial institution. Also, the Group no longer

transacts with Russian clients. The Group still employs or engages contractors that are Russian nationals outside Russia. No

person employed or engaged by the Group or any entity in the Group is currently subject to any sanctions. None of the Russian

nationals engaged have political affiliations or other factors that would be likely to expose them to the possibility of being

personally sanctioned. Therefore, the Board’s assessment is that there is currently a very low risk of a sanction applying or

effecting the Group in any way.

The main risk is that one or more sanctions regimes are expanded to indiscriminately target Russian nationals, which the Board

considers to be very unlikely as generally sanctions are targeted at a governmental regime and parties related to that regime

rather than the mass population of a particular country. If this were to occur, there would be period of disruption for the Group

to re-organise the Group’s labour force so that it was unaffected by sanctions. This disruption is likely to negatively affect the

revenue of the Group, cause one off costs such as recruitment costs and possibly an increase in the Group’s cost base due to

needing to pay higher wages to attract appropriately qualified staff. Therefore, this is likely to negatively affect the financial

performance of the Group. In any case, the Group has adopted a sanction policy and regularly cross checks all Russian national

staff and employees against sanctions lists.

RISKS RELATING TO THE COMPANY’S ACQUSITION STRATEGY

The Company may not successfully identify and complete further suitable acquisition opportunities in the future

It is the Group’s strategy to grow the Mobio business and pursue acquisition opportunities that are complementary to the

Group’s business. Although Vox Capital is in discussions with a number of targets, the Company cannot estimate how long it

will take to conclude acquisitions or whether they will be concluded at all. If the Company fails to complete a proposed

acquisition (for example, because it has been outbid by a competitor or there is an issue with the target company) it may be left

with substantial unrecovered transaction costs. These costs will reduce the Company’s cash reserves and this may mean the

Company needs to raise further funds outside of the Working Capital Period.

The desired synergies from acquisitions may not be realised

The Group level of profit will be reliant upon the existing business and the performance of any businesses acquired. The success

of the Company’s strategy in part depends upon the ability of the Group’s management team to apply their financial and sectoral

expertise to effect operational improvements in the acquired companies. There can be no guarantee that if acquisitions are

made that they will be a success and/or will be accretive to the profitability of the Group. This may be because the business

does not perform as expected as, there are difficulties in cross selling or up selling the Group’s offering to the acquired

company’s clients or vice versa or integrating sales efforts more generally. There can also be difficulties retaining and

incentivising the staff of the acquired business and retaining clients of the acquired business. In addition, even if the Company

completes an acquisition, general economic and market conditions or other factors outside the Company’s control could make

the Company’s operating strategies difficult or impossible to implement. All of these factors mean that the desired synergies

or economies of scale may not be achieved and therefore the acquisition has a negative effect on the profits of the Group and

takes up unexpected cash resource and management time. The Company will endeavour to avoid these risks through extensive

legal, financial and commercial due diligence and approach every acquisition with a plan on how it is to be integrated, however,

there can be no guarantee that these plans will be successful.

Acquisitions of private companies are subject to a number of risks

Although the Company is not ruling out acquiring a public company, it is focused on acquiring unlisted private companies.

Private companies may have limited operating histories and smaller market shares than publicly held businesses making them

more vulnerable to changes in market conditions or the activities of competitors. They are also often dependant on a small

number of key personnel who often will need to be motivated to stay with the business to continue its previous success. The

VOX VALOR CAPITAL LIMITED

- 15 -

public disclosure requirements for private companies are usually significantly less than for public companies and the Company

will therefore be dependent on its due diligence and assurances obtained from the seller or sellers to understand the risks related

to the target business.

There can be no assurance that the due diligence undertaken with respect to a potential acquisition will reveal all relevant facts

that may be necessary to evaluate an acquisition including the determination of the price the Company may pay. Also, the seller

or sellers may provide information during the due diligence process that may be inadequate, incomplete, or inaccurate. If the

due diligence fails to uncover material issues or such issues are not disclosed, then the Company may have overpaid for the

target business and/or need to provide the target business with additional capital. This may result in the Group incurring

substantial impairment charges or other losses.

Statement of disclosure to auditors

Each person who is a Director at the date of approval of this Annual Report confirms that:

• So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware;

• Each Director has taken all the steps that he ought to have taken as Director in order to make himself aware of any relevant

audit information and to establish that the Company’s auditors are aware of that information; and

• Each Director is aware of and concurs with the information included in the Strategic Report.

Post Balance Sheet Events

Further information on events after the reporting date is set out in note 30.

Branches Outside the UK

The Group head office is in UK and the subsidiaries are located in US, Singapore and Hong Kong.

In accordance with Section 414C (1) of the Companies Act 2006, the Group chooses to report the review of the business, the

future outlook and the risks and uncertainties faced by the Company in The Strategic Report on page 4.

Directors’ Remuneration Report

The Directors’ remuneration is disclosed in note 24

The Company has one executive director.

The Remuneration Policy

It is the aim of the committee to remunerate executive directors competitively and to reward performance. The Remuneration

Committee determines the Company's policy for the remuneration of executive directors, having regard to the UK Corporate

Governance Code and its provisions on directors' remuneration.

Service agreements and terms of appointment

The directors have service engagement contracts with the Company.

No pension contributions were made by the Company on behalf of its directors.

Approval by shareholders

At the next Annual General Meeting of the Company a resolution approving this report is to be proposed as an ordinary

resolution.

This report was approved by the board on 22 April 2024.

On behalf of the board

__________________

John G Booth

Chairman

VOX VALOR CAPITAL LIMITED

- 16 -

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF VOX VALOR CAPITAL LIMITED

Opinion

We have audited the financial statements of Vox Valor Capital Limited (the “Company”) and its subsidiary undertakings

(together referred to as the “Group”) for the year ended 31 December 2022, which comprise:

 the consolidated statement of comprehensive income for the year ended 31 December 2023;

 the consolidated and company statement of financial position as at 31 December 2023;

 the consolidated statement of cash flows for the year ended 31 December 2023;

 the consolidated and company statement of changes in equity for the year ended 31 December 2023;

 notes to the financial statements, which include a summary of significant accounting policies and other explanatory

information

In our opinion, the financial statements:

give a true and fair view of the state of the Group and Company ’s affairs as at 31 December 2023 and the Group’s loss for the

year then ended; and have been properly prepared in accordance with UK-adopted International Accounting Standards.

Our opinion is consistent with our reporting to the audit committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our

responsibilities under ISAs (UK) are further described in the Auditor’s Responsibilities for the Audit of the Financial

Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, including the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not

provided. We have provided no non-audit services to the Company or its controlled undertakings in the period under audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting

included carrying out a risk assessment which covered the nature of the group, its business model and related risks including

where relevant the impact of Coronavirus, the requirements of the applicable financial reporting framework and the system of

internal control. We evaluated the directors’ assessment of the group’s ability to continue as a going concern, including

challenging the underlying data and key assumptions used to make the assessment, and evaluated the directors’ plans for future

actions in relation to their going concern assessment. Additionally, we reviewed and challenged the results of management’s

stress testing, to assess the reasonableness of economic assumptions on the Group’s solvency and liquidity position.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Company’s or Group’s ability to continue as a going concern for

a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

of this report.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably

be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both

focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be $251,783

based on approximately 2% of the Group’s gross assets for the financial year.

We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the

financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to

VOX VALOR CAPITAL LIMITED

- 17 -

the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. We

determined performance materiality to be $188,837.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions

and directors’ remuneration.

We agreed with the Audit Committee to report to it all identified errors in excess of $12,589. Errors below that threshold would

also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

Our group audit was scoped by obtaining an understanding of the group and its environment, including the group’s system of

internal control, and assessing the risks of material misstatement in the financial statements at the group level.

The Group has 3 components, Vox Valor Capital Limited (the listed legal parent company), Vox Capital Limited (the UK

registered holding company of Mobio Global Limited) and Mobio Global Limited (“Mobio”) (the main operating business of

the group). In approaching the audit, we considered how the group is organised and managed.

Our group audit scope focused on the group’s principal operating business, Mobio, which was subject to a full scope audit

together with the listed legal parent company Vox Valor Capital Limited and Vox Capital Limited. Shipleys LLP performed

the audit of both Vox Valor Capital Limited and Vox Capital Limited. Bellerage Audit LLC performed the audit of the Mobio

component.

The group audit team was actively involved in the direction of the audit and specific audit procedures performed by the

component auditor along with the consideration of findings and determination of conclusions drawn. As part of our audit

strategy, we issued group audit engagement instructions and discussed the instructions with the component auditor. A senior

member of the group audit team met with the component auditor and performed a review of the component audit files and we

discussed the audit findings with the component auditor.

We performed a full scope audit on the Group in accordance with ISAs (UK).

We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements.

In particular, we looked at areas where the Directors made subjective judgements, which involved making assumptions and

considering future events that are inherently uncertain, such as their going concern assessment.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance on our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due

to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of

resources in the audit; and directing the efforts of the engagement team.

Going concern was identified as a key audit matter and has been addressed within the “Conclusions relating to going concern”

section of the audit report. We have determined that there are no other key audit matters to communicate in our report. Our

audit procedures in relation to the matter were designed in the context of our audit opinion as a whole. They were not designed

to enable us to express an opinion on the matter individually and we express no such opinion.

Key audit matter

How our audit addressed the key audit matter

Revenue recognition

We carried out procedures to test the revenue and to

consider whether the application of the revenue

recognition policy was appropriate, having regard any

contractual terms and obligations. This also includes

reviewing the work carried out by the component

auditors with regards to revenue.

Based on this understanding, we considered if the

underlying income was recognised in accordance with

the stated accounting policy.

Management override of controls

We have reviewed journal adjustments and the

rationale behind them and have considered whether

these have been subject to potential management bias.

From our procedures carried out no adverse issues

were identified with regards to management override

of controls.

Valuation of investments at fair value

The Group holds an Investment in Airnow plc at Fair

Value. Airnow plc is an unquoted company and there

is a risk in relation establishing the fair value from

reliable and independent market data.

We have reviewed the management’s assessment of

the valuation of the group’s investment in Airnow plc.

VOX VALOR CAPITAL LIMITED

- 18 -

The directors were able to provide independent

evidence of the market value as at 31 December 2023.

Our procedures did not result in any significant

findings surrounding the accounting for the

transaction based on the audit evidence obtained.

Impairment of investment in subsidiaries

Due to current economic conditions (such as increase

in interest rates) There is a risk that investment in

subsidiaries held by VVC Ltd might have impairment

We have reviewed the management’s impairment

assessments for the cost of investments in

subsidiaries.

The directors were able to provide evidence of value

in use being greater the costs of investments in the

parent company .

Our procedures did not result in any significant

findings surrounding the accounting for the

transaction based on the audit evidence obtained.

Deferred Tax assets in Mobio group

Mobio global has recognised a deferred tax asset in its

balance sheet for the year ended 31

December 2023.

The pre-conditions for recognising deferred assets are

very stringent. We need to ensure that there will be

sufficient profits in future year to utilize previous

years trading losses.

To confirm that there will be sufficient trading profits

to set off carried forward losses we have review

client’s financial plan for the next five years.

Our procedures did no result in any significant

findings surrounding the accounting for the deferred

tax asset.

Other Information

The other information comprises the information included in the annual report other than the financial statements and our

auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion

on the non-statutory financial statements does not cover the other information and, except to the extent otherwise explicitly

stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be

materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the non-statutory financial statements themselves. If, based on

the work we have performed, we conclude that there is a material misstatement of this other information, we are required to

report that fact. We have nothing to report in respect of these matters.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the

financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors

determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due

to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company and Group’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting

unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is

a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

VOX VALOR CAPITAL LIMITED

- 19 -

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with

our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to

which our procedures are capable of detecting irregularities, including fraud, is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws

and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.

The laws and regulations we considered in this context were relevant company law and tax legislation in the jurisdictions in

which the Group operates.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the

override of controls by management. Our audit procedures to respond to these risks included enquiries of management about

their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, and reviewing

accounting estimates for biases.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances on non-

compliance with laws and regulations that are not closely related to events and transactions reflected in the non-statutory

financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting

one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional

misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances. However, it typically involves

selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular

items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a

conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Appointment

We were appointed by the board on 21 February 2022. Our total uninterrupted period of engagement is 3 years.

Use of our report

This report is made solely to the Company’s members, in accordance with the terms of our engagement letter. Our audit work

has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions

we have formed.

BENJAMIN BIDNELL

Senior Statutory Auditor

For and on behalf of

SHIPLEYS LLP

Chartered Accountants and Statutory Auditor

10 Orange Street, Haymarket, London, WC2H 7DQ

24 April 2024

VOX VALOR CAPITAL LIMITED

- 20 -

Consolidated statement of profit or loss and other comprehensive income

for the year ended 31 December 2023

Operating income and expenses	Notes	31 December 2023	31 December 2022
Sales revenue	1	5,572,881	13,829,357
Total income		5,572,881	13,829,357
Operating expenses	2	(4,307,382)	(12,585,236)
Administrative expenses	4	(821,068)	(670,594)
Contractors’ fees		(306,965)	(346,514)
Professional services		(128,048)	(67,873)
Audit and accountancy fees		(49,758)	(68,142)
Right-of-use assets expenses		(19,906)	(38,290)
Depreciation of tangible/intangible assets		(17,143)	(23,664)
London Stock Exchange fee		(12,439)	-
Total operating costs		(5,662,709)	(13,800,313)
OPERATING PROFIT / (LOSS)		(89,828)	29,044
Non-operational income and expenses
Non-operating income	5	15,987	70,989
Non-operating expenses	5	(30,942)	(8,387)
RTO Expenses	6	(29,544)	(2,723,648)
NET NON-OPERATING RESULT		(44,499)	(2,661,046)
Financial income and expenses
Interest income / (expenses)	7	(527,877)	(490,194)
Financial income / (expenses)	8	92,619	(73,394)
NET FINANCIAL RESULT		(435,258)	(563,588)
PROFIT / (LOSS) BEFORE TAX		(569,585)	(3,195,590)
Profit tax		(239)	(15,492)
Deferred taxes	9	382,369	65,312
PROFIT / (LOSS) FOR THE PERIOD		(187,455)	(3,145,770)
OTHER COMPREHENSIVE INCOME
Revaluation reserve		-	(393)
Transactions with owners (business restructuring)	10	3,896	(1,509,883)
Exchange differences on translating foreign operations		-	222,601
Translation difference		652,910	(1,077,074)
OTHER COMPREHENSIVE INCOME		656,806	(2,364,749)
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD		469,351	(5,510,519)
Basic and diluted loss per share	11	(0,01)	(0,14)

VOX VALOR CAPITAL LIMITED

- 21 -

Consolidated statement of financial position as at 31 December 2023

ASSETS	Notes	31 December 2023	31 December 2022
Non-current assets
Investments	12	10,641,147	10,156,381
Deferred tax assets	9.1	448,155	58,162
Right-of-use assets	15	49,232	66,156
Intangible assets	14	9,114	7,038
Tangible fixed assets	13	1,784	3,391
Total non-current assets		11,149,432	10,291,128
Current assets
Trade and other receivables	16	1,296,517	2,930,095
Cash at bank	17	144,182	911,686
Other short-term assets		-	3,516
Total current assets		1,440,699	3,845,297
TOTAL ASSETS		12,590,131	14,136,425
EQUITY AND LIABILITIES
EQUITY
Share Capital	25	194,426	194,426
Share premium	25	13,424,392	13,660,572
Share based payments		1,926,720	1,926,720
Revaluation reserve		854,196	854,196
Retained earnings		(7,128,181)	(6,944,622)
Translation difference		(220,443)	(873,353)
TOTAL EQUITY		9,051,110	8,817,939
LIABILITIES
Non-current liabilities
Loans (long term)	19	2,567,010	2,055,712
Other long-term liabilities	20	32,619	53,722
Total non-current liabilities		2,599,629	2,109,434
Current liabilities
Trade and other payables	18	618,358	2,905,091
Loans (short term)	19	94,950	81,608
Accrued expenses		20,448	34,235
Current tax liabilities		18,062	17,823
Other short-term liabilities	21	187,574	170,295
Total current liabilities		939,392	3,209,052
TOTAL LIABILITIES		3,539,021	5,318,486
TOTAL EQUITY AND LIABILITIES		12,590,131	14,136,425

VOX VALOR CAPITAL LIMITED

- 22 -

Consolidated statement of changes in equity for the year ended 31 December 2023

								Exchange
		Share	Share	Share based	Revaluation	Convertible	Retained	differences on	Translation
	Notes	Capital	premium	payments	reserve	notes	earnings	translating	difference	Total equity
						reserve		foreign
								operations
Balance at 1 January 2023		194,426	13,660,572	1,926,720	854,196	-	(6,944,622)	-	(873,353)	8,817,939
Transactions with owners		-	(236,180)	-	-	-	-	-	-	(236,180)
Results from activities		-	-	-	-	-	(187,455)	-	-	(187,455)
Other comprehensive income		-	-	-	-	-	3,896	-	652,910	656,806
Balance at 31 December 2023		194,426	13,424,392	1,926,720	854,196	-	(7,128,181)	-	(220,443)	9,051,110
								Exchange
		Share	Share	Share based	Revaluation	Convertible	Retained	differences on	Translation
	Notes	Capital	premium	payments	reserve	notes	earnings	translating	difference	Total equity
						reserve		foreign
								operations
Balance at 30 September 2021		187,128	12,938 ,022	-	854,196	393	(2,288,969)	(222,601)	203,721	11,671,890
Transactions with owners		7,298	722,550	1,926,720	-	-	-	-	-	2,656,568
Results from activities		-	-	-	-	-	(3,145,770)	-	-	(3,145,770)
Other comprehensive income		-	-	-	-	(393)	(1,509,883)	222,601	(1,077,074)	(2,364,749)
Balance at 31 December 2022		194,426	13,660,572	1,926,720	854,196	-	(6,944,622)	-	(873,353)	8,817,939

VOX VALOR CAPITAL LIMITED

- 23 -

Consolidated statement of cash flows for the year ended 31 December 2023

OPERATING ACTIVITIES	Notes	31 December 2023	31 December 2022
Profit / (loss) before taxation		(569,585)	(3,195,590)
Adjustments for Depreciation of tangible/intangible fixed assets		17,143	23,664
Depreciation of right-of-use assets		19,906	38,290
Interest not paid (received)		124,048	51,562
Inventories		-	33
Trade and other receivables		1,633,578	(1,186,224)
Trade and other payables		(2,286,733)	940,044
Other assets		3,516	132,660
Other liabilities		18,282	(24,284)
Accrued expenses		(13,787)	23,579
Non-operating expenses		-	3,148,046
Cash generated from operations		(1,053,632)	(48,220)
Taxes reclaimed (paid)		-	-
Total cash flow from operating activities		(1,053,632)	(48,220)
INVESTMENT ACTIVITIES
Purchase /disposal of property, plant and equipment		-	(3,391)
Purchase /disposal of other intangible assets		(17,072)	(15,276)
Acquisition of subsidiaries, net of cash acquired		-	(291,747)
Total cash flow from investment activities		(17,072)	(310,414)
FINANCING ACTIVITIES
Loans given / received		495,000	625,000
Financial obligations (right-of-use)		(20,229)	(71,103)
Interest paid (right-of-use)		(1,877)	(5,032)
Total cash flow from financing activities		472,894	548,865
NET CASH FLOW		(597,810)	190,231
Exchange differences and translation differences on funds		(169,694)	(34,704)
MOVEMENTS IN CASH FUND		(767,504)	155,527
Balance as of beginning of the period		911,686	756,159
Movement for the period		(767,504)	155,527
Balance as of the end		144,182	911,686

VOX VALOR CAPITAL LIMITED

- 24 -

Notes to the consolidated financial statements, comprising significant accounting policies and other explanatory

information for the year ended 31 December 2023

GENERAL INFORMATION

Vox Valor Capital LTD (the “Company”).

Vox Valor Capital Ltd (former Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an

exempted company with limited liability under the Companies Law. The Company’s registered office is Forbes Hare Trust

Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands,

registration number 291725.

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

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

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

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

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

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

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

On 18 October 2023 the Sale-purchase agreement was concluded on sale 100% shares of Mobio (Singapore) Pte. Ltd from

Mobio Global Ltd to Vox Valor Capital Ltd.

The principal activity of the Group is businesses in the digital marketing, advertising and content sector. The Group focuses

on App, Mobile, Performance and has been providing the services for the promotion of mobile apps and games.

Vox Valor Capital Ltd operates as a vehicle to consolidate businesses in the digital marketing, advertising and content sector.

To reporting date, the Group has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company

and has also acquired an equity interest in another UK based app monetisation and marketing group.

The Group’s strategy for the next period will be to operate Mobio and seek to acquire other complementary businesses in the

digital marketing, advertising and content sector. Unless required by applicable law or other regulatory process, no Shareholder

approval will be sought by the Company in relation to any future acquisition.

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

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

Management (Directors)

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

 Rumit Shah (Non-Executive Director)

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

 Konstantin Khomyakov (Finance Director)

Going concern

At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate

resources to continue in operational existence for the foreseeable future. Thus, the Management continues to adopt the going

concern basis of accounting in preparing the financial statements.

ACCOUNTING POLICIES

The Consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting

Standards (“IFRS”) and interpretations issued by the International Accounting Standards Board (“IASB”) and interpretations

issued by the International Financial Reporting Standards Interpretations Committee (“IFRIC”).

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

The notes are an integral part of the financial statements.

Reporting period

These financial statements are presented as a continuation of the financial statements of Vox Capital Ltd.

These financial statements represent the financial reporting period of the Group from 1 January 2023 till 31 December 2023.

The end of the reporting period of Vox Capital Ltd has been changed in 2022 from 30 September to 31 December, so the

comparative period is from 1 October 2021 to 31 December 2022 for Vox Capital Ltd

and subsidiaries for the period from

1 January to 31 December.

General

VOX VALOR CAPITAL LIMITED

- 25 -

An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits

attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the

statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic

benefits and the amount of the obligations can be measured with sufficient reliability.

If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have

been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and

liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured

with sufficient reliability.

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

service is transferred to a customer.

The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and

expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly

assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision.

The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items

in the financial statement.

Basis of consolidation

On 30 June 2021 the Company announced its intention to acquire Vox Capital Ltd, the parent company that wholly owns a

mobile marketing agency, Mobio Global, and has shareholdings in an influencer marketing automation platform and a mobile

app monetisation platform. The Acquisition was constituted a Reverse Takeover (RTO) under the Listing Rules as the value

of the consideration exceed the Company's market capitalisation and it result in a fundamental change in the business of the

Company as it owns an operating business. On 30 September 2022, the Company entered into a sale and purchase agreement

with the Vox Sellers.

Consolidated financial statements reflect the substance of the transaction. The substance of the transaction is Vox Capital Ltd,

the accounting acquirer (operating company) has made a share-based payment to acquire a listing along with the listed

company’s cash balances and other net assets. The transaction is therefore accounted for in accordance with IFRS 2.

The Consolidated Financial Statements incorporate the financial information of Vox Capital Ltd and all its subsidiary

undertakings. Subsidiary undertakings include entities over which the Group has effective control. The Company controls a

group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect

those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.

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

 The Company acquired Vertu Capital Holding Ltd on 30 September (holding company) and disposed on 23 February

2023

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

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

 The Company acquired Mobio (Singapore) Pte Ltd on 14 October 2020.

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

Principles for foreign currency translation

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

Receivables, liabilities, and obligations denominated in any currency other than USD are translated at the exchange rates

prevailing as of the reporting date.

Transactions in any currency other than USD during the financial year are recognized in the financial statements at the average

annual exchange rate. The exchange differences resulting from the translation as of the reporting date, taking into account

possible hedging transactions, are recorded in the consolidated statement of profit or loss and other comprehensive income.

The nominal value of the share capital and other share components of the subsidiaries are denominated in Singapore dollars

(SGD) and in the pounds of sterling (GBP) and translated into USD using historical exchange rate; the exchange differences

resulting from this translation are recorded in the Exchange differences on translating foreign operations in the statement of

financial position.

Cross-rates GBP/USD, USD/SGD and average rate GBP/USD are taken from https://www.exchangerates.org.uk/ and closing

rate GBP/USD is taken from the site Currency Exchange Rates - International Money Transfer | Xe.com.

GBP/USD

31.12.2023

31.12.2022

Closing rate

1.2731

1.2101

Average rate

1.2439

1.2369

Revenue

The Group’s revenue comprises primary income from the provision of mobile marketing services in 2023 and 2022. Revenue

is recognized when the related services are delivered based on the specific terms of the contract. The Group uses a number of

different information technology (“IT”) systems to track certain actions as specified in customer contracts. The calculation of

VOX VALOR CAPITAL LIMITED

- 26 -

charges for mobile marketing services is carried out automatically by the technology platform based on pre-defined key

parameters, including unit price and volume. These IT systems are complex and process large volumes of data.

Records of mobile marketing services charges are generated in an aggregated amount for each category and are manually

entered into the accounting system on a monthly basis.

Revenue recognition

Revenue is measured based on specific contract terms and excludes amounts collected on behalf of any third parties. Revenue

is recognized when control over service is transferred to a customer.

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

Revenue from mobile advertising services

Revenue from mobile marketing services primarily includes the income generated as a result of providing mobile marketing

services by the Group. The Group utilizes a combination of pricing models and revenue is recognized when the related services

are delivered based on specific contract terms, which are commonly based on:

a) specified actions (i.e., cost per action (“CPA”) or other preferences agreed with advertisers), or

b) agreed rebates to be earned from certain publishers.

Specified actions

Revenue is recognized on a CPA basis once agreed actions (download, activation, registration, etc.) are performed.

Individually, none of the factors can considered presumptive or determinative, because the Group is the primary obligor

responsible for (1) identifying and contracting third-party advertisers considered as customers by the Group; (2) identifying

mobile publishers to provide mobile spaces where mobile publishers are considered as suppliers; (3) establishing prices under

the CPA model; (4) performing all billing and collection activities, including retaining credit risk; and (5) bearing sole

responsibility for the fulfillment of advertising services, the Group acts as the principal of these arrangements and therefore

recognizes the revenue earned and costs incurred related to these transactions on a gross basis.

Principal versus agent considerations — revenue from provision of mobile marketing services

Determining whether the Group is acting as a principal or as an agent in the provision of mobile marketing services requires

judgements and considerations of all relevant facts and circumstances. The Group is a principal to a transaction if the Group

obtains control over the services before they are transferred to customers. If the level of control cannot be determined, if the

Group is primarily obligated in a transaction, has latitude to establish prices and select publishers, or several but not all of these

factors are present, the Group records revenues on a gross basis. Otherwise, the Group records the net amount earned as

commissions from services provided.

Segment reporting

In a manner consistent with the way in which information is reported internally to the Management (chief operating decision

maker) for the purpose of resource allocation and performance assessment, the Group has one reportable segment, which is

Mobile marketing business.

Mobile marketing business: this segment delivers mobile advertising services to customers globally through a Software-as-a-

Service (“SaaS”) programmatic advertising platform, top media and affiliate ad-serving platform.

No segment assets and liabilities information are provided as no such information is regularly provided to the Management for

the purpose of decision-making, resources allocation, and performance assessment.

Revenue may be disaggregated by timing of revenue recognition:

- Point in time, and

- Over time.

Notes #1 specifies information about the geographical location of the Group’s revenue from external customers. The

geographical location of customers is based on the location of the customers’ headquarters.

Cost of sales (operating expenses)

Cost of sales represents the direct expenses that are attributable to the services delivered. They consist primarily of payments

to platforms and publishers under the terms of the revenue agreements. The cost of sales can include commissions where

applicable.

Financial instruments

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial

liability, or an equity instrument in accordance with the terms of the contractual arrangement. Financial instruments are

recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments

are recognised initially at fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction

costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised

on the trade date when the Group is no longer a party to the contractual provisions of the instrument.

Trade and other receivables and trade and other payables

VOX VALOR CAPITAL LIMITED

- 27 -

Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other

payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they

are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade

receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business

terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt

instrument.

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of

interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised costs using the effective interest

method, less any impairment losses.

Other financial commitments

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

method.

Goodwill and Other Purchased Intangibles

Goodwill, representing the excess of purchase price and acquisition costs over the fair value of net assets of businesses acquired,

and other purchased intangibles.

The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate

that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by

comparing the anticipated discounted future net cash flows to the related asset’s carrying value. If an asset is considered

impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values,

depending on the nature of the asset.

Other purchased intangibles assessment

The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate

that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by

comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered

impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values,

depending on the nature of the asset.

Intangible fixed assets

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

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

 Trademarks – 10 years.

 Licenses – validity period.

 Programs – 5 years.

Tangible fixed assets

Tangible fixed assets are stated at their historical cost less accumulated depreciation. Depreciation is recognized in the income

statement in a straight-line basis over the estimated useful lives of each item of tangible fixed assets. The minimum cost to

recognize an object as a fixed asset is 3,000 USD. The annual depreciation rates applied are:

 Technical and office equipment, computers – 3 years.

Leases

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

 Leases of low value assets; and

 Leases with a duration of twelve months or less.

Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the

discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily

determinable, in which case the Group’s incremental borrowing rate placed at the official site of the Bank of England.

Variable lease payments are only included in the measurement of the lease liability if they depend on an index or on market

rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout

the lease term. Other variable lease payments are expensed in the period to which they relate.

Right-of-use assets are initially measured at the amount of lease liability, reduced for any lease incentives received, and

increased for:

 Lease payments made at or before commencement of the lease.

 Initial direct costs incurred; and

 The amount of any provision recognised where the Group is contractually required to dismantle, remove, or restore the

leased asset (typically leasehold dilapidations).

VOX VALOR CAPITAL LIMITED

- 28 -

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance

outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the

remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease

term. When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a

lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the

payments to be made over the revised term, which are discounted at the same discount rate that applied on lease

commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments

dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use

asset, with the revised carrying amount being amortised over the remaining (revised) lease term.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of

12 months or less and low-value assets, including IT equipment. The Group would recognise the lease payments associated

with these leases as an expense on a straight-line basis over the lease term.

Receivables

Upon initial recognition the receivables are included at fair value and then valued at amortised cost. The fair value and

amortised cost equal the face value. Any provision for doubtful accounts deemed necessary is deducted. These provisions are

determined by individual assessment of the receivables. All receivables are due within one year.

Cash

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form

an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose

only on the cash flow statement.

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

Provisions

These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable

that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax

rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase

in the provision due to the passage of time is recognised as a finance cost.

Deferred taxes

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

liabilities.

Taxation

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

The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right

of offset. Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and

their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit

or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted

by the statement of financial position date, and that are expected to apply when the temporary difference reverses.

Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent

that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in

deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income,

except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also

charged or credited directly to equity.

Inventories

Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the

ordinary course of business, less applicable variable selling expenses. Cost of inventory is determined on the weighted average

cost basis.

Financial income and expenses

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

Possible impact of amendments, new standards and interpretations issued but not yet effective for the accounting period

beginning on 31 December 2023

Up to date of issue of the financial statements, the IASB has issued a number of amendments and new standards, IFRS 17,

Insurance contracts, which are not yet effective for the year ended 31 December 2023 and which have not been adopted in

these financial statements.

VOX VALOR CAPITAL LIMITED

- 29 -

These developments include the following which may be relevant to the Company (effective for accounting periods

beginning on or after 1 January 2024):

- Amendments to IAS 1, Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants

- Amendments toIFRS 16, Lease Liability in a Sale and Leaseback

- Amendments to IAS 7 and IFRS 7, Disclosures: Supplier Finance Arrangements

- Amendments to IAS 21, Lack of exchangeability

The Company is in the process of making an assessment of what the impact of these amendments, new standards and

interpretations is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely

to have a significant impact on the financial statements.

ACCOUNTS BREAKDOWN AND NOTES

1. Revenue

Revenue arises from:

Country

31 December 2023

31 December 2022

4,840,657

9,817,001

Singapore

718,692

297,932

USA

13,532

3,308

Russian Federation*

3,711,116

Total

5,572,881

13,829,357

Revenue is segmented by the country where it was received.

(*) Reflected the revenue received in the Russian Federation for the period from January 1 to August 2, 2022 (date of disposal of Mobile

Marketing LLC) (Note 10).

2. Operating expenses

Country

31 December 2023

31 December 2022

3,318,094

9,336,308

Singapore

833,170

815,484

USA

156,118

8,860

Russian Federation*

2,424,584

Total

4,307,382

12,585,236

Expenses

31 December 2023

31 December 2022

Platforms and publishers’ fees

3,059,181

10,976,611

Premium receivable from platforms

(82,439)

Contractor fees

1,248,201

1,327,870

Salary

306,220

Insurance contributions

50,806

Other

6,168

Total

4,307,382

12,585,236

Operating expenses include the cost of the services of third parties for the placement of advertising and information materials

of the Group's clients and the salaries expenses and social contributions of employees.

(*) Reflected the amount of operating expenses incurred in the Russian Federation for the period from January 1 to August 2, 2022 (date of

disposal of Mobile Marketing LLC) (Note 10).

3. Operating segments

The operating segments identifies based on internal reporting for decision-making. The Group is operated as one business with

key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision

maker) considers that the Group has one operating segment. Therefore, no additional disclosure has been represented.

Geographical disclosures are presented in the notes 1,2.

4. Administrative expenses

Expenses

31 December 2023

31 December 2022

Wages & Salaries - Chief executive

340,661

236,637

Wages & Salaries

82,888

184,052

Social taxes - Chief executive

84,962

9,225

Social taxes

14,235

21,394

Audit and Accountancy fees (admin)

159,104

68,064

IT services and license fees

30,592

94,283

Voluntary medical insurance of employees

28,242

6,911

VOX VALOR CAPITAL LIMITED

- 30 -

Business travel expenses

22,370

12,690

Employers National Insurance

20,664

4,272

Advertising & Marketing

19,854

Other administrative expenses

17,496

33,066

Total

821,068

670,594

No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether

the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

Staff details (administrative and operating)

Number of staff

31 December 2023

31 December 2022

including Director

Singapore

USA

including Director

Total

Staff cost (operating and administrative)

31 December 2023

31 December 2022

Wages & Salaries - Chief executive

340,661

236 637

Wages & Salaries

82,888

490 272

Social taxes - Chief executive

84,962

9 225

Social taxes

14,235

72 200

Total

522,746

808 334

Current year audit fees USD 44,804 (equivalent of £40k), comparative USD 44,804 (equivalent of £40k).

5. Non-operating income and expenses

Non-operating income

31 December 2023

31 December 2022

VAT (tax agent) reversing

6,242

Provision for bad debts (gain)

6,702

67,767

Other non-direct income

3,043

3,222

Total

15,987

70,989

Non-operating expenses

31 December 2023

31 December 2022

Provision for bad debts

6,702

Accounts receivable written-off

8,004

Other non-operating expenses

22,938

1,685

Total

30,942

8,387

6. Reverse acquisition (RTO)

Expenses

31 December 2023

31 December 2022

Acquisition of Vox Capital Ltd (note 26)

1,856,898

Consulting fees

29,544

866,750

Total

29,544

2,723,648

7. Interest income and expenses

Interest income

31 December 2023

31 December 2022

Other interest income

272

Interest income total

272

Interest expenses

31 December 2023

31 December 2022

TDFD loan interest

494,727

303,711

Loan Note Interest Expense

172,440

AdTech loan

28,269

7,179

Mobile Marketing LLC

3,004

2,104

Rent interest

1,877

5,032

Total

527,877

490,466

8. Finance income and financial expenses

Finance income

31 December 2023

31 December 2022

FX differences

97,325

Total

97,325

VOX VALOR CAPITAL LIMITED

- 31 -

Finance expenses

31 December 2023

31 December 2022

FX differences

60,552

Bank fee

4,706

12,842

Total

4,706

73,394

9. Taxation

Profit tax

31 December 2023

31 December 2022

UK corporation tax (19%)*

12,584

USA (21%)

Singapore corporation tax (17%)

(239)

(17,823)

Russian corporation tax (20%)

(10,253)

Total current tax

(239)

(15,492)

Deferred tax

Deferred tax UK

244,593

33,520

Deferred tax USA

124,232

21,060

Deferred tax Singapore

13,544

866

Deferred tax Russia

9,866

Deferred tax in Profit and Loss report

382,369

(65,312)

Taxation on profit on ordinary activities

382,130

49,820

Deferred tax in Statement of financial position - opening balance

58,162

42,174

Deferred tax in Statement of Profit and Loss during reporting period

382,369

65,312

Translation difference

7,624

(16,148)

Deferred tax in Statement of financial position - disposed companies

(33,176)

Deferred tax in Statement of financial position for the period

448,155

58,162

(*) Local reporting period for the Mobio Global UK is a financial year since June 1 until May 31 and the final amount of the

profit tax payable will be calculated till the reporting date. According to the results of the local financial year for 2021, the

Company received a loss, thus the amount of tax accrued in the reporting 2021 is reversed in the 2022.

Reconciliation of tax expense 2023

Mobio

Global

Mobio

Singapore

Mobio

USA

Total

Profit on ordinary activities before taxation

(1,287,333)

(78,263)

(591,578)

(1,957,174)

Tax rate

19%

17%

21%

Profit on ordinary activities multiplies by standard

rate

(244,593)

(13,305)

(124,232)

(382,130)

Effects of:

(a) Actual taxes in reporting package

(248,582)

(14,683)

(124,232)

(386,358)

(b) Profit tax to be paid

239

3,989

Total

(244,593)

(14,444)

(124,232)

(382,130)

Including:

Deferred tax

(244,593)

(14,683)

(124,232)

(382,369)

Profit tax

239

Reconciliation of tax expense 2022

Mobio

Global

Mobile

Marketing

Mobio

Singapore

Mobio

USA

Total

Profit on ordinary activities before taxation

(176,422)

(5,782)

92,125

(100,285)

(190,364)

Tax rate

19%

20%

17%

21%

Profit on ordinary activities multiplies by

standard rate

(33,520)

(1,157)

15,661

(21,060)

(40,076)

Effects of:

(a) Taxes not recognized

(1 296)

(1,296)

(b) Tax effect of permanent difference /

temporary

(1,544)

(14,308)

(9,077)

(866)

(21,060)

(45,311)

VOX VALOR CAPITAL LIMITED

- 32 -

(d) Profit tax to be paid

10,253

17,823

28,076

(e) Translation difference

(19,212)

(789)

(20,001)

Total

(33,520)

(1,157)

15,661

(21,060)

(40,076)

Taxes in reporting package (c+d+e)

(33,520)

387

16,957

(21,060)

(37,236)

Profit tax 2021 cancelling

(12,584)

Total taxes in reporting package

(46,104)

387

16,957

(21,060)

(49,820)

No deferred income tax asset has been recognised in respect of the losses carried forward in Vox Capital Ltd and Vox Valor

Capital Ltd, due to the uncertainty as to whether the Companies will generate sufficient future profits in the foreseeable future

to prudently justify this.

Net deferred tax assets recognized as of 31 December 2022, was not impaired.

9.1. Deferred taxes

Deferred taxes movement 2023

As of 1 January

Movements

As of 31 December

Item

Deferred BS

Charge to profit

or loss

Translation

difference

Deferred BS

Right-of-use assets

940

(149)

836

Property and equipment

331

339

Intangible assets

(1 338)

(317)

(76)

(1,731)

Trade receivables (payables)

(28,136)

(1,948)

(1,554)

(31,638)

Provisions

1,139

(1,139)

Losses of previous years

85,557

385,591

9,201

480,349

Total

58,162

382,369

7,624

448,155

Deferred taxes movement 2022

As of 1 January

Movements

As of 31 December

Item

Deferred tax BS

Charge to

profit or loss

Translation

difference

Writing-off

(investment

disposal)

Deferred tax BS

Right-of-use assets

2,139

(949)

(312)

940

Property and equipment

(4,500)

2,110

(546)

2,936

Intangible assets

(2,356)

974

(1,338)

Trade receivables

(payables)

31,040

(25,831)

4,421

(36,627)

(26,997)

Borrowings

147

(27)

(147)

Provisions

13,348

(13,553)

205

Losses of previous years

87,026

(1,469)

85,557

Translation difference

18,892

(18,892)

Total

42,174

65,312

(16,148)

(33,176)

58,162

10. Transactions with owners (business restructuring)

Transactions 2023:

On 23 February 2023 Vertu Capital Holding Ltd was disposed, total effect on these restructuring is a loss in amount of USD

3,896.

Transactions 2022:

Investment in Mobile Marketing LLC disposal

Given the current geopolitical context and uncertainty surrounding the sanction regime, on 22 July 2022 the Group disposed

of Mobile Marketing LLC to Sergey Konovalov (international group member, the ultimate beneficiary), which became

effective with the Russian registry on 2 August 2022. The consideration due from Sergey Konovalov to Mobio Global LTD as

a result of the transfer was 303,660 USD. Mobio Global LTD applied the transfer consideration to repay part of the amounts

owed (being at least 303,660 USD) by Mobio Global LTD to Vox Capital Ltd in respect intra-Group balances.

In connection with the deal on selling shares of Mobile Marketing LLC on August 2, 2022, the relevant amount of Contingent

shares consideration was written-off the balance.

The sale of a subsidiary to an ultimate beneficiary is accounted for as an equity transaction with owners. The effect of

restructuring of the business is as follows:

2022

Income from investment in Mobile Marketing LLC (Russia) sale

303,660

Goodwill writing-off

(1,923,299)

Mobile Marketing LLC (Russia) net assets

(702,268)

Contingent shares consideration Mobio Russia writing-off

1,195,583

VOX VALOR CAPITAL LIMITED

- 33 -

Total effect on business restructuring

(1,126,323)

Investment in Storiesgain Pte Ltd disposal

Storiesgain Pte Ltd is incorporated in Singapore. Its registered office is 68 Circular Road, #02-01, Singapore, 049422. The

principal activity of Storiesgain Pte Ltd is advertising activities with other information technology and computer service

activities as the secondary activity. As of 30 September 2021 the number of shares held in Storiesgain Pte Ltd was 20 and

represented a 18.00% holding. The shares in Storiesgain Pte Ltd was directly held by Initium HK Limited. In accordance with

Shares sale and purchase agreement dated June 25, 2022 the shares in Storiesgain Pte Ltd were sold to an independent buyer.

The amount of remuneration due to the Group is 122,400.

The sale of a subsidiary to an ultimate beneficiary is accounted for as an equity transaction with owners. The effect of

restructuring of the business is as follows:

2022

Income from investment in Storiesgain sale

122,400

Cost of investment

(505,960)

Effect on business restructuring

(383,560)

Total effect on business restructuring 2022 is a loss in amount of USD 1,509,883.

11. Earnings per share

Basic (losses)/earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted

average number of shares outstanding during the year.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume

conversion of all dilutive potential ordinary shares. As at 31 December 2022 the Group has outstanding Warrants issued to the

NED Directors (Non-executive directors) and Stonedale Management and Investments Limited Ltd (Stonedale), which when

exercised will convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333.

Stonedale Warrant Instrument

The Group and Stonedale entered into a warrant deed dated 30 September 2022, pursuant to which the Company had granted

to Stonedale the Fee Warrants. The Fee Warrants represent 0.87 per cent of the Enlarged Ordinary Share Capital. The Fee

Warrants are capable of being exercised for a price of £0.012 and for a term of three years from the date of Admission.

NED Warrant Instrument

The Group and the NED Directors entered into a warrant deed dated 30 September 2022, pursuant to which the Company had

granted to NED Directors the NED Warrants. The NED Warrants represent 1.06 per cent of the Enlarged Ordinary Share

Capital. The NED Warrants are capable of being exercised for a price of £0.012 and for a term of three years from the date of

Admission.

31 December 2023

31 December 2022

Loss for the period after tax for the purposes of basic and

diluted earnings per share

(187,455)

(3,145,770)

Number of ordinary shares

2,368,395,171

Weighted average number of ordinary shares in issue for the

purposes of basic earnings per share

2,368,395,171

2,195,443,485

Loss per share (cent)

(0.01)

(0.14)

During a period where the Group or Company makes a loss, accounting standards require that ‘dilutive’ shares for the Group

be excluded in the earnings per share calculation, because they will reduce the reported loss per share; consequently, all per-

share measures in the current period are based on the weighted number of ordinary shares in issue.

12. Investments

Investments in subsidiaries

Subsidiary undertakings

Country of incorporation

31 December 2023

31 December 2022

Vertu Capital Holding Ltd.

United Kingdom

100%

Vox Capital Ltd

United Kingdom

100%

Vox Valor Capital Pte Ltd

Singapore

100%

Initium HK Ltd

Hong Kong

100%

Mobio Global Ltd

United Kingdom

100%

Mobio (Singapore) Pte Ltd

Singapore

100%

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

Vertu Capital Holding Ltd disposed on 23 February 2023.

Mobio Global Limited was created as an acquisition purposes vehicle. On April 27, 2022, the Company purchased the shares

VOX VALOR CAPITAL LIMITED

- 34 -

in Mobio Global Inc. (USA), the total purchase price is 30 000 USD. On October 18, 2023, the Company sold the shares in

Mobio (Singapore) Pte Ltd o Vox Valor Capital Ltd, the total purchase price was 1 000 USD.

Subsidiary undertakings

Country of incorporation

31 December 2023

31 December 2022

Mobio Global Inc.

USA

100%

Mobio (Singapore) PTE LTD

Singapore

100%

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

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

Investments at fair value

31 December 2023

31 December 2022

Airnow PLC shares

10,641,147

10,156,281

Total

10,641,147

10,156,281

Airnow PLC is incorporated in the United Kingdom. Its registered office is Salisbury House, London Wall, London, EC2M

5PS. The principal activity of Airnow PLC is the development of services to the mobile app community. The number of shares

held in Airnow PLC is 5,736,847 and represents a 6.37% holding. The shares in Airnow PLC are directly held by Vox Valor

Capital Singapore Pte Limited. There is no amount still to be paid in respect of these shares. No amount is owed either to or

from Airnow PLC by the Vox Group.

13. Tangible fixed assets

Cost

2023

2022

As of 1 January

3,391

93,346

Additions

7,110

Disposals

(14,443)

Disposals - subsidiaries sale

(83,986)

Translation difference

176

1,364

As of 31 December

3,564

3,391

Depreciation

As of 1 January

(71,778)

Depreciation charge

(1,743)

(9,497)

Disposals

14,443

Disposals - subsidiaries sale

67,938

Translation difference

(40)

(1,106)

As of 31 December

(1,783)

Net book value

As of 1 January

3,391

21,568

As of 31 December

1,784

3,391

Tangible fixed assets are amortized over 3 years. Depreciation expenses are included in profit and loss under the «Depreciation

of tangible / intangible assets».

14. Intangible assets

Intangible assets movement as of 31 December 2023:

Cost

Licenses

Total

As of 1 January

14,944

Additions

17,071

Disposals

(15,362)

Translation difference

819

As of 31 December

17,472

Depreciation

As of 1 January

(7,906)

Depreciation charge

(15,400)

Disposals

15,362

Translation difference

(414)

As of 31 December

(8,358)

net book value

As of 1 January

7,038

As of 31 December

9,114

Intangible assets movement as of 31 December, 2022:

VOX VALOR CAPITAL LIMITED

- 35 -

Cost

Trademark

Programs

Licenses

Total

As of 1 January

316

29,382

5,452

35,150

Additions

17,472

Disposals

(5,275)

Disposals - subsidiaries sale

(321)

(29,835)

(2,456)

(32,612)

Translation difference

453

(249)

209

As of 31 December

14,944

Depreciation

As of 1 January

(100)

(24,487)

(3,387)

(27,974)

Depreciation charge

(19)

(2,948)

(11,200)

(14,167)

Disposals

5,275

Disposals - subsidiaries sale

120

27,812

1,282

29,214

Translation difference

(1)

(377)

124

(254)

As of 31 December

(7,906)

Net book value

As of 1 January

216

4,895

2,065

7,176

As of 31 December

7,038

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

 Trademarks – 10 years.

 Licenses – validity period.

 Programs – 5 years.

15. Right-of-use assets

Right-of-use assets movement as of 31 December 2023:

Cost

Leased server

Total

As of 1 January

77,451

Additions

Disposals

Translation difference

4,036

As of 31 December

81,487

Depreciation

As of 1 January

(11,295)

Depreciation charge

(19,906)

Disposals

Translation difference

(1,054)

As of 31 December

(32,255)

Net book value

As of 1 January

66,156

As of 31 December

49,232

Right-of-use assets movement as of 31 December 2022:

Cost

Leased property

Leased server

Total

As of 1 January

92,170

93,261

185,431

Additions

77,850

Disposals

(23,561)

(94,698)

(118,259)

Disposals - subsidiaries sale

(70,029)

Translation difference

1,420

1,038

2,458

As of 31 December

77,451

Depreciation

As of 1 January

(23,042)

(43,522)

(66,564)

Depreciation charge

(18,854)

(19,436)

(38,290)

Disposals

23,561

52,084

75,645

Disposals - subsidiaries sale

18,854

Translation difference

(519)

(421)

(940)

As of 31 December

(11,295)

Net book value

As of 1 January

69,128

49,739

118,867

As of 31 December

66,156

VOX VALOR CAPITAL LIMITED

- 36 -

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

Leased server

As of 31

December 2023

As of 31

December 2022

Long-term

32,619

53,722

Short-term

21,011

17,381

Total

53 630

71,103

Interest expense recognized:

Leased property

Leased server

Total

As of 31 December 2023

1,877

As of 31 December 2022

2,999

2,033

5,032

The discount rate 2022 used in determining the present value of the lease liability was determined based on the borrowing rates

placed at Bank of England official site (https://www.bankofengland.co.uk/statistics/effective-interest-rates) and consisted as

follows:

- Server lease right: 3.11%.

16. Trade and other receivables

31 December 2023

31 December 2022

Trade receivables

1,126,412

2,924,351

Provision for bad debts

(6,702)

Prepayments

170,105

12,446

Total

1,296,517

2,930,095

All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The Directors consider

that the carrying value of trade and other receivables approximates to their fair value. The ageing of trade receivables is detailed

below:

As of 31 December 2023

< 60 days

< 90 days

< 180 days

> 180 days

Total

Trade receivables

1,126,412

Provision for bad debts

Total

1,126,412

As of 31 December 2022

< 60 days

< 90 days

< 180 days

> 180 days

Total

Trade receivables

2,917,649

6,702

2,924,351

Provision for bad debts

(6,702)

Total

2,917,649

17. Cash and cash equivalents

Cash

31 December 2023

31 December 2022

Cash at bank

144,182

911,686

Total

144,182

911,686

18. Trade and other payables

Trade payables

31 December 2023

31 December 2022

Trade payables

612,171

2,891,753

Other taxes and social security costs

8,068

Other payables and accruals

6,187

5,270

Total

618,358

2,905,091

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

and are normally settled monthly.

19. Loans and borrowings

Long-term

31 December 2023

31 December 2022

Triple Dragon Funding Delta Ltd

Principal

2 120 000

1,625,000

AdTech Solutions Limited

Principal

323 043

385,000

AdTech Solutions Limited

Interest

74 882

Mobile Marketing LLC

Principal

40 000

40,000

Mobile Marketing LLC

Interest

9 085

5,712

Total

2 567 010

2,055,712

Short-term

31 December 2023

31 December 2022

Triple Dragon Funding Delta Ltd

Interest

94 950

38,038

VOX VALOR CAPITAL LIMITED

- 37 -

AdTech Solutions Limited

Interest

46,570

Total

94 950

81,608

During the year ended 31 December 2023, the Group used a lending facility from Triple Dragon Funding Delta Limited

(TDFD). The TDFD facility is secured by a floating charge that covers the property and undertakings of Vox Capital Ltd and

Mobio Global Ltd. Interest is charged on the loan at a rate of 2.25% per calendar month.

On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and Mobile Marketing LLC (lender) dated

06.10.2020 was assigned to Adtech Solutions Limited. Final repayment date is March 1, 2024. Interest is charged on the loan

at a rate of 7.5% per calendar month.

As of 31 December 2022 the debts on loan between Mobile Marketing LLC and Vox Capital Ltd (loan agreement dated 16

December 2020) is reflected as a loans and borrowings with third parties as Mobile Marketing LLC is no longer the part of the

Group. Interest is charged on the loan at a rate of 7.5% per calendar month.

20. Other long-term and lease liabilities

Lease liabilities

31 December 2023

31 December 2022

Non-current liabilities

32,619

53,722

Current liabilities

21,011

17,381

Total

53,630

71,103

As at the year ended 31 December 2023 the Group leases a server for the purpose of storing files and documents. The Group

does not lease any premises in London, Singapore and USA.

21. Other short-term liabilities

Other liabilities

31 December 2023

31 December 2022

VAT payable (tax agent)

154,494

152,914

Current lease liabilities

21,011

17,381

Other liabilities

12,069

Total

187,574

170,295

22. Financial instruments

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

Financial assets

31 December 2023

31 December 2022

Financial assets measured at amortised cost:

Cash at bank

144,182

911,686

Trade receivables

1,126,412

2,917,649

Other receivables

170,105

12,446

Total

1,440,699

3,841,781

Financial liabilities

31 December 2023

31 December 2022

Financial liabilities measured at amortised cost:

Trade payables

612,171

2,891,753

Other taxes and social security

8,068

Lease liabilities

53,630

71,103

Total

665,801

2,970,924

The Group’s income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss

realised fair value gains of nil (2022: nil).

23. Financial risk management

The Group is exposed to a variety of financial risks through its use of financial instruments which result from its operating

activities. All the Group’s financial instruments are classified trade and other receivables. The Group does not actively engage

in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed

are described below:

Credit risk

Generally, the Group’s maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at

the reporting date, as summarised below:

31 December 2023

31 December 2022

Trade receivables

1,126,412

2,917,649

Prepayments

170,105

12,446

VOX VALOR CAPITAL LIMITED

- 38 -

Total

1,296,517

2,930,095

Credit risk is the risk of financial risk to the Group if a counter party to a financial instrument fails to meet its contractual

obligation. The nature of the Group’s debtor balances, the time taken for payment by clients and the associated credit risk are

dependent on the type of engagement.

The Group’s trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly

by Directors. Any debtors over 30 days are reviewed by Directors every month and explanations sought for any balances that

have not been recovered.

Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the

Group’s accounting policy.

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

Liquidity risk

Liquidity risk is the situation where the Group may encounter difficulty in meeting its obligations associated with its financial

liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs

and to invest cash assets safely and profitably.

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

maturities.

The amounts disclosed in the tables below are the contractual undiscounted cash flows. Balances due within 12 months equal

their carrying balances, because the impact of discounting is not significant.

Contractual maturities of financial liabilities as of 31 December 2023:

Less than 6

months

6-12

months

Between 1

and 2 years

Between 2

and 5 years

Carrying

amount

Trade and other payables

618,358

Corporation tax payable

18,062

Lease liabilities

10,428

10,583

32,619

53,630

Total

646,848

10,583

32,619

690,050

Contractual maturities of financial liabilities as of 31 December 2022:

Less than 6

months

6-12

months

Between 1

and 2 years

Between 2

and 5 years

Carrying

amount

Trade and other payables

2,905,091

Corporation tax payable

17,823

Lease liabilities

9,426

7,955

20,298

33,424

71,103

Total

2,932,340

7,955

20,298

33,424

2,994,017

Interest rate risk

The Group is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed interest

rates.

Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The

Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet

known liabilities.

Reputational risks

The Management of the Group believes that at present there are no facts that could have a significant negative impact on the

decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms

of rendering services, as well as the participation of the Group in any price agreement. Accordingly, reputational risks are

assessed by the Group as insignificant.

Fair value of financial instruments

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

Country risks

4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion., multilateral sanctions

and restrictions were imposed on work with certain Russian legal entities and individuals. These circumstances caused

unpredictable volatility in the stock and currency markets, in energy prices, general price level, the Bank of Russia’s key

interest rate and restrictions on flow of certain groups of goods. It is expected that these events may affect the business of

companies in various countries and industries.

One of the Directors of the Group is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the

VOX VALOR CAPITAL LIMITED

- 39 -

United Kingdom and other countries. Since 2 August 2022, the Group does not provide to and receive services from Russian

companies.

The Management analyzes the current situation and possible solutions. At present, the duration of these events cannot be

predicted and their impact on the future financial position and performance of the Group cannot be reliably assessed.

Other risks

The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be

taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services

provision and compliance with information security of data. Also, the Group business depends on the availability, performance

and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under the Group

control.

The Group makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for

providing advertising internet services.

24. Related party disclosures

Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant

influence in making financial and operational decisions.

The related parties of the Group are:

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

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

 Sergey Konovalov - international group member (the ultimate beneficiary).

 Vox Valor Holding LTD - international group member.

The affiliated parties of the Company are:

 Mobile Marketing LLC – through S. Konovalov.

 Adtech solutions limited – through S. Konovalov

 Triple Dragon Services OÜ – through Petrus Cornelis Johannes Van Der Pijl

 Triple Dragon Limited – through Petrus Cornelis Johannes Van Der Pijl

 Triple Dragon Funding Delta Limited – through Petrus Cornelis Johannes Van Der Pijl

24.1. Transactions with affiliated parties

 Trade and other receivables – affiliated parties as of December 31:

Debtor

Affiliated party

Description

2023

2022

Mobio Global Ltd

Adtech Solutions Ltd

Service agreement

453,264

Mobio Global Ltd

Mobile Marketing LLC

Service agreement

181,942

185,696

Mobio Global Ltd

Triple Dragon Services OÜ

Service agreement

650,586

Mobio (Singapore) Pte Ltd

Triple Dragon Services OÜ

Service agreement

44,500

Total:

635,206

880,782

 Trade and other payables – affiliated parties as of December 31:

Creditor

Affiliated party

Description

2023

2022

Mobio Global Ltd

Triple Dragon Services OÜ

Service agreement

145,623

Mobio (Singapore) Pte Ltd

Triple Dragon Services OÜ

Service agreement

125,094

Mobio Global Ltd

Mobile Marketing LLC

Audit fees charging

40,240

37,168

Mobio (Singapore) Pte Ltd

Mobile Marketing LLC

Audit fees charging

15,470

15,924

Total:

55,710

323,809

 Other short-term assets and financial assets – affiliated parties as of December 31:

Debtor

Affiliated party

Description

2023

2022

Mobio Global Ltd

Mobile Marketing LLC

Other assets

3,516

Total:

3,516

 Loans – affiliated parties as of December 31:

Creditor

Affiliated party

Description

2023

2022

Vox Capital Ltd

Triple Dragon Funding Delta Ltd

Principal

2,120,000

1,625,000

Vox Capital Ltd

Triple Dragon Funding Delta Ltd

Interest

94,950

35,038

Mobio Global Ltd

Adtech solutions Ltd

Principal

323,043

385 000

Mobio Global Ltd

Adtech solutions Ltd

Interest

74,882

46 570

Vox Capital Ltd

Mobile Marketing LLC

Principal

40,000

Vox Capital Ltd

Mobile Marketing LLC

Interest

9,085

5,712

Total:

2,661,960

2,137,320

 Income and expenses – affiliated parties as of December 31:

VOX VALOR CAPITAL LIMITED

- 40 -

Parent company

Affiliated party

Description

2023

2022

Mobio Global Ltd

Adtech solutions Ltd

Sales revenue

1,921,105

Mobio Global Ltd

Triple Dragon Services OÜ

Sales revenue

880,082

5,256,060

Mobio (Singapore) Pte Ltd

Triple Dragon Services OÜ

Sales revenue

683,540

44,500

Mobio Global Ltd

Triple Dragon Services OÜ

Operating expenses

(38,500)

(1,806,281)

Mobio (Singapore) Pte Ltd

Triple Dragon Limited

Operating expenses

(34,807)

(680,484)

Mobio Global Ltd

Adtech solutions Ltd

Admin. expenses

(378)

Vox Capital Ltd

Triple Dragon Funding

Delta Ltd

Interest expenses

(494,727)

(303,711)

Mobio Global Ltd

Adtech solutions limited

Interest expenses

(28,269)

(12,748)

Vox Capital Ltd

Mobile Marketing LLC

Interest expenses

(3,004)

(3,776)

Mobio Global Ltd

Adtech solutions limited

Other income

3,013

Remuneration paid to key management personnel:

Holding

company

Subsidiary

companies

Total

Directors Remuneration 2023

124,395

216,266

340,661

Directors Remuneration 2022

177,503

59,134

236,637

25. Share capital and shares issued

31 December 2023

31 December 2022

Share capital

194,426

Share premium

13,424,392

13,660,572

Total

13,424,392

13,854,998

Shares issued:

Date

Share capital

premium

Exchange

rate

Share capital

Share premium

GBP

USD

07.05.2020

50,000

1,23467

61,733

08.10.2020

50,000

6,343,000

1,29461

64,731

8,211,725

14.10.2020

27,057

1,712,705

1,30223

35,235

2,230,329

31.12.2020

18,612

1,656,388

1,36631

25,429

2,263,143

15.07.2022

6,154

857,975

1,18580

7,298

1,017,387

22.07.2022

(248,287)

1,20100

(298,192)

151,823

10,321,752

194,426

13,424,392

In the report for 2023, an error was made in the presentation of information: the decrease in Shares premium due to the disposal

of Mobile Marketing LLC was reflected not through Share premium, but through Translation differences. This error did not

effect on total Equity. In the current report, the error is leveled out: the amount is reflected in the Share premium in

correspondence with Translation differences in the Statement of changes in equity.

Share premium

Translation

difference

Balance at 1 January 2023

13,660,572

(873,353)

Transactions with owners

(236,180)

236,180

Results from activities

418,895

Balance at 31 December 2023

13,424,392

(218,278)

26. Reverse acquisition

On 30 September 2022, the Company acquired the entire issued share capital of Vox Capital Ltd and its subsidiaries, a private

company incorporated in United Kingdom, by way of a share-for-share exchange. Although the transaction resulted in the Vox

Capital Ltd becoming a wholly owned subsidiary of the Company, the transaction constitutes a reverse acquisition in as much

as the shareholders Vox Capital Ltd owned, post transaction, a majority of the issued ordinary shares of the Company.

In substance, the shareholders of the Vox Capital Ltd acquired a controlling interest in the Company and the transaction has

therefore been accounted for as a reverse acquisition.

Accordingly, this reverse acquisition does not constitute a business combination and was accounted for in accordance with

IFRS 2 Share-based payment and IFRIC guidance, with the difference between the equity value given up by the Vox Capital

Ltd shareholders and the share of the fair value of net assets gained by the Vox Capital Ltd shareholders charged to the statement

of comprehensive income as the cost of acquiring an AIM quoted listing in the form of a share based payment expense.

VOX VALOR CAPITAL LIMITED

- 41 -

In accordance with reverse acquisition accounting principles, these consolidated financial statements represent a continuation

of the consolidated financial statements of Vox Capital Ltd and include:

a. the assets and liabilities of Vox Capital Ltd at their pre-acquisition carrying amounts and the results for both periods; and

b. the assets and liabilities of the Company as at 30 September 2021 and as at 31 December 2022.

Share-base-payment components of the reverse acquisition transaction are measured under IFRS 2. Equity-settled transactions

are measured at the fair value of the assets and services acquired if this fair value is reliably determinable. Fair value of The

Company assets includes identifiable net assets and possibly unidentified assets or services, such as costs of listing.

The fair value of net assets of Vertu Capital Ltd at the date of acquisition was as follows:

GBP

USD

1.1150

Cash and cash equivalents

151,255

168,649

Other assets

5,386

6,005

Liabilities

(94,020)

(104,832)

Net assets

62,621

69,822

In accordance with Prospectus, published on 30 September 2022:

GBP

USD

1.1150

(1)

Shares in issue at the date of Prospectus

143,999,998

(2)

Issue Price

1.2p

(3)

Total Consideration Shares to be issued on Admission

2,203,564,840

(4)

The fair value of the consideration given up

26,442,750

Fair value of the outstanding shares of the Company just before the transaction (Share based payments):

(5)

(4) / (3) =

0.012

(6)

(1) * (5) =

1,728,000

1,926,720

Identifiable assets and liabilities (net assets) of The Company at their fair value at the date of transaction:

(7)

Net current assets

62,621

69,822

Reverse acquisition expenses (6) - (7) =

1,665,379

1,856,898

For calculation of the amounts into presentational currency, the GBP/USD rate as of 30 September 2022 was taken from

https://www.exchangerates.org.uk/.

27. Capital management

The Group’s objectives when managing capital are to:

- Safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and

benefits for other stakeholders, and

- Maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return

capital to shareholders, issue new shares or sell assets to reduce debt.

28. Environmental, Social and Governance (ESG).

Environment

Carbon footprint reduction.

Vox Valor Capital is committed to cutting its carbon footprint across the Group, whilst also seeking to become more energy

efficient. The Company has used online video conferencing platforms throughout the pandemic and, where practicable, will

continue to promote this for the majority of internal meetings to minimize travel footprint.

Reducing waste.

All staff actively engage in the recycling of all waste materials wherever possible.

Software development and servicing marketing campaigns for customers. Business activity of the Group includes mainly

working on computers with relatively small negative effect on the environment. Management uses new technologies providing

economy on electric resources.

Social

Diversity & Inclusion

Vox Valor Capital is committed to the equal treatment of all employees and prospective employees regardless of their

background, gender, race, marital status, ethnic origin, disability or sexual orientation. The Company recognizes how important

VOX VALOR CAPITAL LIMITED

- 42 -

its people are in the success of the business. The Group is proud to recruit, develop and retain the most talented people from

all different backgrounds. Vox Valor Capital understands the importance of diversity across the business to foster collaboration

and a culture which strives to deliver the Group’s strategy.

Career development

The Board believes that good progression opportunities for our team members are offered within the Group’s businesses.

Health and Safety

Vox Valor Capital holds health and safety as a standing focus, for employees. All health and safety incidents are reported to

the senior management regularly.

Anti-slavery statement

The Group is committed to effective systems and controls being in place to ensure the Modern Slavery Act 2015 is upheld

throughout the business and that partners and affiliates, throughout the supply chain, have similarly high standards and respect

all local and international laws and regulations.

Governance

Corporate governance statement

The Board believes in the value and importance of strong corporate governance, at executive level and throughout the operation

of the business, and in our accountability to all stakeholders.

Future ESG goals

The Company recognizes that further progress can be made towards a sustainable future and has set the following goals:

– encourage employees to use recyclable or biodegradable materials,

– continue to recruit locally,

– continue promoting recycling across the Group,

– establish an ESG/sustainability committee.

29. Climate change

The Company takes into account the interconnection of climate risks with other types of risks and, on this basis, manages them

as part of its overall risk management process. This analyses both transition risks (political, legal, technological, market,

reputational, related to changes in demand and consumer preferences) and physical risks (related to the physical effects of

climate change, natural disasters, extreme weather conditions) that may affect the company's operations. At the same time, the

approach to identifying and assessing climate risks is based on the TCFD recommendations.

The Company's strategy on this issue is based on the results of a regular inventory of climate risks and their analysis, taking

into account business continuity conditions and the impact on business processes for strategic and financial planning. The

Company forecasts and takes into account macroeconomic and industry trends, long-term market trends and basic factors

underlying the dynamics of demand, supply and demand for information products.

Based on this approach, the Company develops a Risk and Opportunity Management Program, the results of which are

submitted for discussion by the Board of Directors with a regular assessment of the quality of such management

30. Events after the reporting date

In the period between the reporting date and the date of signing the financial statements for the reporting year, there were no

other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the

organization and which should be reflected.

_________________________

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 43 -

STATEMENT OF FINANCIAL POSITION

FOR THE PERIOD ENDED 31 December 2023

Notes

31 December 2023

31 December 2022

ASSETS

Non-current assets

Investments

26,443,350

26,442,751

Total non-current assets

26,443,350

26,442,751

Current assets

Trade and other receivables

5,336

11,770

Cash at bank

314

145,564

Total current assets

5,650

157,334

TOTAL ASSETS

26,449,000

26,600,085

LIABILITIES

Current liabilities

Trade and other payables

259,569

305,742

Total current liabilities

259,569

305,742

TOTAL LIABILITIES

259,569

305,742

NET ASSETS

26,189,431

26,294,343

EQUITY

Share capital

1,440,000

Consideration Shares

26,442,750

Accumulated losses

(1,693,319)

(1,588,407)

TOTAL EQUITY

26,189,431

26,294,343

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 44 -

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023

Notes

31 December 2023

31 December 2022

Sales revenue

Total income

Other operating expenses

(104,912)

(381,215)

OPERATING PROFIT / (LOSS)

(104,912)

(381,215)

Income tax expense

LOSS FOR THE PERIOD ATTRIBUTABLE TO

EQUITY HOLDERS OF THE COMPANY

(104,912)

(381,215)

OTHER COMPREHENSIVE INCOME

Other comprehensive income

TOTAL COMPREHENSIVE INCOME / (LOSS) FOR

THE PERIOD

(104,912)

(381,215)

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 45 -

STATEMENT OF CHANGES OF EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

Notes

Capital

Consideration

Retained

earnings

Total equity

Balance at 1 January 2023

1,440,000

26,442,750

(1,588,407)

26,294,343

Proceeds from issuance of ordinary shares

Retained earnings

(104,912)

Other comprehensive income

Balance at 31 December 2023

1,440,000

26,442,750

(1,693,319)

26,189,431

Notes

Capital

Consideration

Retained

earnings

Total equity

Balance at 1 January 2022

1,440,000

(1,207,192)

232,808

Proceeds from issuance of ordinary shares

26,442,750

Retained earnings

(381,215)

Other comprehensive income

Balance at 31 December 2022

1 440 000

26 442 750

(1,588,407)

26,294,343

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 46 -

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2023

Notes

31 December 2023

31 December 2022

Cash flow from operating activities

Loss before tax

(104,912)

(381,215)

Other expenses

Changes in working capital

Other payables

(213,790)

221,736

Other payables - related parties

173,451

159,304

Total cash provided by operating activities

(145,250)

(175)

Cash flow from financing activities

Proceeds from issuance of ordinary shares

Net cash generated from financing activities

Net increase / (decrease) in cash and cash equivalents

(145,250)

(175)

Cash and cash equivalents at beginning of year

145,564

145,739

Cash and cash equivalents at end of year

314

145,564

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 47 -

Company information

Vox Valor Capital LTD (the “Company”).

Vox Valor Capital LTD (old name Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as

an exempted company with limited liability under the Companies Law. The registered office of the Company is Forbes Hare

Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands,

registration number 291725.

Subsidiaries:

 Vox Capital Plc United Kingdom 100% ownership by Vox Valor Capital LTD

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

Originally, the Company’s nature of operations is to act as a special purpose acquisition company. On 30 September 2022, the

Company purchased Vox Capital Plc and from that moment the principal activity of the Company is a businesses in the digital

marketing, advertising and content sector.

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

Final beneficiaries of The Company are: Peiter Van Der Pijl, Stefans Keiss, Pavel Vasilchenko and Sergey Konovalov.

Management (Directors)

Since 30 September 2022:

 Konstantin Khomyakov

Going concern

At the reporting date, the Company had cash balance of £314.

These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to be

able to meet its liabilities as and when they fall due in the foreseeable future.

ACCOUNTING POLICIES

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and

IFRS Interpretations Committee (“IFRIC”) interpretations.

The financial statements are presented in British Pound Sterling (£).

The notes are an integral part of the financial statements.

Reporting period

These financial statements represent the financial reporting period for the Company from January 1 till December 31, 2023.

General

An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits

attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the

statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic

benefits and the amount of the obligations can be measured with sufficient reliability.

If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have

been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and

liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured

with sufficient reliability.

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

service is transferred to a customer.

The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and

expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly

assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision.

The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items

in the financial statement.

Investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at

cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any

impairment losses or reversals of impairment losses are recognized immediately in profit or loss (IAS 36 Impairment of Assets).

Impairment losses are reflected in non-operating expenses of Statement of profit and loss and other comprehensive income.

Reversals of impairment losses are reflected in non-operating income.

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 48 -

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the

entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and

where the company has significant influence. The company considers that it has significant influence where it has the power

to participate in the financial and operating decisions of the associate.

Entities in which the company has a long-term interest and shares control under a contractual arrangement are classified as

jointly controlled entities.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form

an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose

only on the cash flow statement.

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

Financial instruments

Financial assets and financial instruments are recognised on the statement of financial position when the Company becomes a

party to the contractual provisions of the instrument.

Financial assets

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other

comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition

depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them.

The classification depends on the purpose for which the financial assets were acquired. Management determines the

classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.

As at the reporting date, the Company did not have any financial assets subsequently measured at fair value.

Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at

amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield

basis.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or

they expire.

Taxation

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the

income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further

excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that

have been enacted or substantively enacted by the reporting date.

Deferred income tax is provided for using the liability method on temporary differences at the reporting date between the tax

basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are

recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary

differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will

be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can

be utilised.

The carrying amount of deferred income tax assets is assessed at each reporting date and reduced to the extent that it is no

longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that is probable

that future taxable profits will allow the deferred income tax asset to be recovered.

Operating segments

The operating segments identifies based on internal reporting for decision-making. The Company is operated as one business

with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating

decision maker) considers that The Company has one operating segment.

Standards and interpretations issued but not yet applied

A number of new standards and amendments to standards and interpretations have been issued by International Accounting

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 49 -

Standards Board but are not yet effective and in some cases have not yet been adopted. The Directors do not expect that the

adoption of these standards will have a material impact on the financial statements of the Company in future periods.

ACCOUNTS BREAKDOWN AND NOTES

1. Current year earnings

Expenses

31 December 2023

31 December 2022

Audit & Accountancy fees

40,000

Professional service fees

30,803

RTO expenses

23,750

381,159

Accounts receivable written-off

6,435

Directors' Remuneration

6,250

Other income/expenses

(2,326)

Total

104,912

381,215

2. Income tax expense

The Company is regarded as resident for the tax purposes in Cayman Islands. No tax is applicable to the Company for the year

ended 31 December 2023.

The Company has incurred indefinitely available tax losses of £1,319,058 (2022: £1,588,407) to carry forward against future

taxable income. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty

as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

3. Investments in subsidiaries

As at the year ended 31 December 2023, the Company had the subsidiaries:

Subsidiary undertakings

Country of incorporation

31 December 2023

31 December 2022

Vertu Capital Holding Ltd.

United Kingdom

100%

Vox Capital Pte

United Kingdom

100%

Mobio (Singapore) Pte Ltd

Singapore

100%

Investment:

31 December 2023

31 December 2022

Vox Capital Pte.

26,442,750

Mobio (Singapore) Pte Ltd

600

Vertu Capital Holding Ltd.

Total

26,442,751

On 18 October 2023 the Sale-Purchase agreement was signed with Mobio Global Ltd on the purchase of 100% shares of

Mobio (Singapore) Pte Ltd, the purchase price was $1,000.

On 23 February 2023 Vertu Capital Holding Ltd was disposed.

On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers pursuant to which the

Company agreed to acquire the entire issued share capital of Vox Capital Ltd for £26,442,749.57, it was satisfied by the issue

of the Consideration Shares at the Issue Price. The Acquisition was constituted a reverse takeover for the purposes of Listing

Rule 5.6.4 and therefore the Company has re applied for the admission of its Ordinary Share capital to the Standard Segment

of the Official List and to trading on the Main Market.

On 7 May 2020 Vox Capital Pte was incorporated as a vehicle to consolidate businesses in the digital marketing, advertising

and content sector. To date, Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing

company and has also acquired an equity interest in another trading business: Airnow PLC, a UK based app monetisation and

marketing group.

4. Trade and other receivables

31 December 2023

31 December 2022

Other receivables

6,434

Prepayments

5,336

Total

5,336

11,770

All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The Directors consider

that the carrying value of trade and other receivables approximates to their fair value.

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 50 -

5. Trade and other payables

31 December 2023

31 December 2022

Non-trade creditors

26,849

Other creditors

91,952

266,893

Other creditors – related parties

167,617

Total

259,569

293,742

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

and are normally settled monthly.

6. Financial instruments

The Company’s financial instruments may be analysed as follows:

Financial assets

31 December 2023

31 December 2022

Financial assets measured at amortised cost:

Cash at bank

314

145,564

Other receivables

5,336

Total

5,650

150,900

Financial liabilities

31 December 2023

31 December 2022

Financial liabilities measured at amortised cost:

Other payables

91,952

293,742

Total

91,952

293,742

The Company’s income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss

realised fair value gains of nil (2022: nil).

7. Financial risk management

The Company is exposed to a variety of financial risks through its use of financial instruments which result from its operating

activities. All the Company’s financial instruments are classified trade and other receivables. The Company does not actively

engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Company

is exposed are described below:

Credit risk

The Company’s credit risk is primarily attributable to deposits with banks. The Company manages its deposits with banks or

financial institutions by monitoring credit ratings and limiting the aggregate risk to any individual counterparty. The

Company’s exposure to credit risk on cash and cash equivalents is considered low as the bank accounts are with banks with

high credit ratings.

Liquidity risk

Liquidity risk is the situation where the Company may encounter difficulty in meeting its obligations associated with its

financial liabilities. The Company seeks to manage financial risks to ensure sufficient liquidity is available to meet any

foreseeable needs and to invest cash assets safely and profitably.

Interest rate risk

The Company is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed

interest rates.

Reputational risks

The Management of the Company believes that at present there are no facts that could have a significant negative impact on

the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the

terms of rendering services, as well as the participation of The Company in any price agreement. Accordingly, reputational

risks are assessed by the Company as insignificant.

Fair value of financial instruments

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

Country risks

4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion, multilateral sanctions

and restrictions were imposed on work with certain Russian legal entities and individuals. These circumstances caused

unpredictable volatility in the stock and currency markets, in energy prices, general price level, the Bank of Russia’s key

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 51 -

interest rate and restrictions on flow of certain groups of goods. It is expected that these events may affect the business of

companies in various countries and industries.

One of the Directors of the Company is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the

United Kingdom and other countries. The Company does not provide to and receive services from Russian companies.

The Management analyzes the current situation and possible solutions. At present, the duration of these events cannot be

predicted and their impact on the future financial position and performance of the Company cannot be reliably assessed.

Other risks

The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be

taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services

provision and compliance with information security of data. Also, The Company business depends on the availability,

performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under

The Company control.

The Company makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for

providing advertising internet services.

8. Related parties transactions

Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant

influence in making financial and operational decisions.

The related parties of The Company are:

 Petrus Cornelis Johannes Van Der Pijl - the ultimate beneficiary

 Stefans Keiss - the ultimate beneficiary

 Sergey Konovalov - the ultimate beneficiary

 Vox Valor Holding LTD

 Vertu Capital Holding LTD

 Vox Capital Plc

 Mobio Global LTD

 Mobio (Singapore) Pte LTD

 Mobio Global Inc.

 Vox Valor Capital Pte LTD

 Initium HK LTD

 Airnow Plc

Transactions with related parties

Other receivables

31 December 2023

31 December 2022

Vertu Capital Holdings Limited

6,434

Total

6,434

Other payables

31 December 2023

31 December 2022

Vox Capital Ltd

167,017

Mobio Global UK

600

Total

167,617

9. Share capital

Number of shares

Share capital

As at 31 December 2022

143,999,998

1,440,000

Additional

As at 31 December 2023

143,999,998

1,440,000

10. Consideration Shares

On 30 September 2022, the Company entered into a sale and purchase agreement with the Vox Sellers pursuant to which the

Company agreed to acquire the entire issued share capital of Vox Capital Ltd (Vox Capital) for £26,442,749.57, it was satisfied

by the issue of the Consideration Shares at the Issue Price 1,2p.

VOX VALOR CAPITAL LIMITED

PARENT COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

- 52 -

11. Capital management

The Company’s objectives when managing capital are to:

- Safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and

benefits for other stakeholders, and

- Maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, The Company may adjust the amount of dividends paid to shareholders,

return capital to shareholders, issue new shares or sell assets to reduce debt.

12. Events after the reporting date

In the period between the reporting date and the date of signing the financial statements for the reporting year, there were no

other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the

organization and which should be reflected.

The Company intends to expand its presence in the international advertising market in the coming years.

Managing Director _____________________ Konstantin Khomyakov

24 April 2024