Final Results

Vox Valor (LSE: VOX), is pleased to announce its audited final results for the financial year ended 31 December 2023.

Period Highlights:

• Revenue decreased to USD 5.6m for the year ended 31 December 2023 (2022: USD 13.8m) due to the disposal of the Russian subsidiary of the Group.
• Operating costs reduced from USD 13.8m to USD 5.7m to give an operating loss of USD 90k (2022: gross profit of USD 29k).
• Comprehensive Income USD 469k (loss of USD 5.7m 31 December 2022) principally due to forex gains of $653k (2022: forex loss of $1.1m).

Commenting on the results John Booth, Chairman, said:

"For the year ahead, we look forward to seeing Vox Valor grow further both organically and through mergers and acquisitions. 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. 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."

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.

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").

Financial Statements

Consolidated statement of profit or loss and other comprehensive income

for the year ended 31 December 2023

Consolidated statement of financial position as at 31 December 2023

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

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

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").

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 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

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

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 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.

Revenue

The Group's revenue comprises primary income from the provision of mobile marketing services in 2023 and 2022. Revenue is recognized when the related services are delivered based on the specific terms of the contract. The Group uses a number of different information technology ("IT") systems to track certain actions as specified in customer contracts. The calculation of charges for mobile marketing services is carried out automatically by the technology platform based on pre-defined key parameters, including unit price and volume. These IT systems are complex and process large volumes of data.

Revenue recognition

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:

• 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

Segment reporting

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)

Financial instruments

Trade and other receivables and trade and other payables

Interest-bearing borrowings

Other financial commitments

Goodwill and Other Purchased Intangibles

Other purchased intangibles assessment

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 payments made at or before commencement of the lease.
• Initial direct costs incurred; and

Short-term leases and leases of low-value assets

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

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

Provisions

Deferred taxes

Taxation

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

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.

These developments include the following which may be relevant to the Company (effective for accounting periods beginning on or after 1 January 2024):

• 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

Revenue

Revenue arises from:

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).

Operating expenses

(*) 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).

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.

Administrative expenses

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)

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

Non-operating income and expenses

(*) 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.

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

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

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

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

Earnings per share

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.

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 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.

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

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.

Tangible fixed assets

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.
• Right-of-use assets

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

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%.
• Trade and other receivables

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

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.

Other long-term and lease liabilities

Lease liabilities

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.

Other short-term liabilities

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).

Financial risk management

Credit risk

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.

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

Liquidity risk

Contractual maturities of financial liabilities as of 31 December 2023:

Contractual maturities of financial liabilities as of 31 December 2022:

Interest rate risk

Foreign currency risk

Reputational risks

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 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

Related party disclosures

The related parties of the Group are:

• 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:

• Trade and other payables - affiliated parties as of December 31:

• Other short-term assets and financial assets - affiliated parties as of December 31:

Income and expenses - affiliated parties as of December 31:

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.

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.

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:

• the assets and liabilities of Vox Capital Ltd at their pre-acquisition carrying amounts and the results for both periods; and
• 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:

Fair value of the outstanding shares of the Company just before the transaction (Share based payments):

Identifiable assets and liabilities (net assets) of The Company at their fair value at the date of transaction:

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/.

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.
• 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 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.
• 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

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

STATEMENT OF FINANCIAL POSITION

FOR THE PERIOD ENDED 31 December 2023

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

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.

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.

Financial liabilities

Derecognition of financial liabilities

Taxation

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.

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 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

Current year earnings

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.

Investments in subsidiaries

As at the year ended 31 December 2023, the Company had the subsidiaries:

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.

Trade and other receivables

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).

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 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.

Related parties transactions

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

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.

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.
• 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.