Half-year Results

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

Interim Management Report

Vox Valor Capital Limited ("Vox Valor" or the "Company") is pleased to announce that its interim financial statements for the period ended 30 June 2024 have been published and are available on its website at www.voxvalor.com/investors.

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

Summary of Trading Results

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

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

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

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

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

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

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

Corporate Update

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

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

Outlook

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

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

Going Concern

The day to day working capital requirements and investment objectives are met by existing cash resources. At 30 June 2024 the Group had cash balances of USD 70k (144K USD as of 31 December 2023). The Group's forecasts and projections, taking into account reasonably possible changes in the level of overhead costs, show that the company should be able to operate within its available cash resources. The Directors have, at the time of approving the interim financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Interim Financial Information

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

Listing Category

Post-Period Events

There are no significant events occurred after reporting date.

Principal Risks and Uncertainties

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

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

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

for the six month period ended 30 June 2024

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

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

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

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

GENERAL INFORMATION

Vox Valor Capital LTD (the "Company")

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

• Mobio (Singapore) Pte Ltd Singapore 100% ownership by Vox Valor Capital LTD
• Vox Capital Ltd United Kingdom 100% ownership by Vox Valor Capital LTD
• Vox Valor Capital Pte Limited Singapore 100% ownership by Vox Capital Ltd
• Initium HK Limited Hong Kong 100% ownership by Vox Capital Ltd
• Mobio Global Limited United Kingdom 100% ownership by Vox Capital Ltd
• Mobio Global Inc . USA 100% ownership by Mobio Global Limited

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

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

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

Management (Directors)

• John G Booth (Chairman and Non-Executive Director)
• Rumit Shah (Non-Executive Director)
• Konstantin Khomyakov (Finance Director)

Going concern

ACCOUNTING POLICIES

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

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

The notes are an integral part of the financial statements.

Reporting period

These financial statements represent the financial reporting period of the Group for the 6-month period ended 30 June 2024.

General

Basis of consolidation

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

• The Company acquired Vox Valor Capital LTD on 30 September (holding company)
• The Company acquired Vox Valor Capital Singapore Pte Limited on 8 October 2020 (holding company)
• The Company acquired Initium HK Limited on 14 December 2020 (holding company)
• The Company acquired Mobio (Singapore) Pte Ltd on 14 October 2020.
• The Company acquired Mobio Global Inc. on 27 April 2022

Principles for foreign currency translation

The 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 2024 and 2023. Revenue is recognized when the related services are delivered based on the specific terms of the contract. The Group uses a number of different information technology ("IT") systems to track certain actions as specified in customer contracts. The calculation of charges for mobile marketing services is carried out automatically by the technology platform based on pre-defined key parameters, including unit price and volume. These IT systems are complex and process large volumes of data.

Revenue recognition

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

Cost of sales (operating expenses)

Financial instruments

Trade and other receivables and trade and other payables

Other financial commitments

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

• Technical and office equipment, computers - 3 years.

Leases

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

• Leases of low value assets; and
• Leases with a duration of twelve months or less.

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.

Financial income and expenses

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

ACCOUNTS BREAKDOWN AND NOTES

Revenue

Revenue arises from:

Revenue is segmented by the country where it was received.

Operating expenses

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

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

8.1. Deferred taxes

Deferred taxes movement 2024 H1

Transactions with owners (business restructuring)

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

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.

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

Mobio Global Limited was created as an acquisition purposes vehicle. On April 27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the total purchase price is 30 000 USD. On October 18, 2023, the Company sold the shares in Mobio (Singapore) Pte Ltd to Vox Valor Capital Ltd, the total purchase price was 1 000 USD.

Mobio Global:

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:

• Licenses - validity period.
• Right-of-use assets

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 30 June 2024

During the period ended 30 June 2024, the Group used a lending facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a floating charge that covers the property and undertakings of Vox Capital Ltd and Mobio Global Ltd. Interest is charged on the loan at a rate of 2.25% per calendar month.

On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech Solutions Limited. Final repayment date is 15 March 2025. Interest is charged on the loan at a rate of 7.5% per year

Other long-term and lease liabilities

Lease liabilities

As at the period ended 30 June 2024 the Group leases a server for the purpose of storing files and documents. The Group does not lease any premises in London, Singapore and USA.

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 (2023: 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 30 June 2024:

Contractual maturities of financial liabilities as of 31 December 2023:

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.

Other risks

Related party disclosures

The related parties of the Group are:

• Stefans Keiss - international group member (the ultimate beneficiary).
• S Konovalov - international group member (the ultimate beneficiary).
• Vox Valor Holding LTD - international group member.

The affiliated parties of the Company are:

• Mobile Marketing LLC - through S. Konovalov.
• Adtech solutions limited - through S. Konovalov
• Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van Der Pijl
• Triple Dragon Limited - through Petrus Cornelis Johannes Van Der Pijl
• Triple Dragon Funding Delta Limited - through Petrus Cornelis Johannes Van Der Pijl

23.1. Transactions with related parties

Trade and other receivables - affiliated parties:

Income and expenses - affiliated parties as of December 31:

Subsequent events

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

Approval of unaudited consolidated financial statements

John G Booth (Non-Executive Chairman)

Konstantin Khomyakov (Finance Director)

Rumit Shah (Non-Executive Director)

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