Final Results

Vox Valor (LSE: VOX) is pleased to announce its audited final results for the financial year ended 31 May 2025.

CHAIRMAN'S STATEMENT

I am pleased to present the Vox Valor Capital Limited ("Vox Valor" or "the Company") audited financial statements for the period ended 31 May 2025 which available on the Company's website at www.voxvalor.com/investors.

During the period the accounting reference date was changed from 31 December to 31 May and consequently these financial statements therefore cover a reporting period of 17-months to 31 May 2025, with comparative information relating to a 12- month period to 31 December 2023. The comparative financial information is presented for a shorter period to align the Company's annual reporting date with that of its subsidiaries. As such, the comparative information is not entirely comparable with the current reporting period.

The Vox Valor Group ("Vox Valor Group" or "the Group") is engaged in providing mobile marketing and advertising related services and these are conducted through its 100% owned UK operating subsidiary Mobio Global Limited ("Mobio Global"), its 100% owned Singapore operating subsidiary Mobio Singapore Pte Ltd. ("Mobio Singapore") and its 100% owned US operating subsidiary Mobio Global Inc. ("Mobio US"). 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 services and product offering and to grow Mobio in the European and American markets.

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.

Mobio is making steady progress in gaining new clients for Mobio Global, Mobio Singapore and Mobio US.

In 2023, Mobio implemented the Mobio Growth Lab initiative, which is a dynamic incubator that helps Mobio's clients (including new or early-stage clients) to grow their install base and revenue levels through a step-by-step process to support them in every stage of the product and marketing life cycle.

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 offering in the UK, Europe, the United States and Asia.

Vox Valor is continually 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.

Summary of Trading Results

The company reported strong revenue growth accompanied with a decrease in its profit margin associated with the cost of attracting new customers.

Management's focus in the reporting period was on the Group's financial performance. For the fiscal period ended 31 May 2025, Vox Valor reported revenues of USD 15.7m (2023: USD 5.6m).

Revenue achieved was USD 15.7m for the 17 months' period ended 31 May 2025 (2023: USD 5.6m), including:

Operating expenses were USD 15.0m for the 17 months' period ended 31 May 2025 (2023: USD 4.3m).

Gross profit for the 17 months' period ended 31 May 2025 was USD 774k (5%) compared to 1.3m (23%) in 2023.

Vox Valor reports an operating loss of USD 1,3m (2023: loss USD 90k).

The loss before interest, taxation and depreciation of USD 793k (2023: USD 5k).

Total comprehensive result for the 17 months' period ended 31 May 2025 was a loss of USD 953k (2023: profit of USD 469k). This was largely due to an increase in interest expense (USD 973k or 73% of loss).

Outlook

The board is cautiously optimistic that the Group will be able to continue its revenue growth trajectory and contain its operating expenses despite continued inflation, which may increase the cost of the services that the Group provides. The Board is also continuing to evaluate any acquisition and commercial partnership opportunities in the wider mobile marketing and advertising sector, including digital and mobile marketing opportunities in the Web3 and blockchain sector and further announcements will be made as and when the Group enter into any binding commitments or agreements.

Financial Statements

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025

In US Dollars

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified subsequently to profit or loss

This report was approved by the board on 26 September 2025.

On behalf of the board

__________________

John G Booth

Chairman

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2025

In US Dollars

This report was approved by the board on 26 September 2025.

On behalf of the board

__________________

John G Booth

Chairman

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025

In US Dollars

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025

In US Dollars

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2025

ACCOUNTING POLICIES

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

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

Management (Directors)

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

Going concern

At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group's revenue demonstrates sustainable growth trend, there are no bank loan and covenants, the net equity is positive and the key shareholders provide financial support to the group. 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

Financial statements represent the financial reporting period of the Group from 1 January 2024 till 31 May 2025. These financial statements cover a reporting period of 17-months to 31 May 2025, with comparative information relating to a 12- month period to 31 December 2023. The directors presented the comparative financial information for a shorter period to align the company's annual reporting date with that of its subsidiary. As such, the comparative information is not entirely comparable with the current reporting period.

General

Basis of consolidation

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 Valor 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.

On 30 September 2022 the Company acquired:

• Vox Capital Ltd (United Kingdom).
• Vox Valor Capital Singapore Pte Limited (Singapore)
• Initium HK Limited (Hong Kong)
• Mobio Global Ltd (United Kingdom).
• Mobio Global Inc. (US)
• Mobio (Singapore) Pte Ltd (Singapore)

Principles for foreign currency translation

The financial statements of the Group and the Company are presented in US dollars. The functional currency of the Company is the US dollar. The group companies have either USD or GBP as functional or presentational currency.

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 line "Foreign currency translation reserve" in the statement of financial position.

Revenue

The Group's revenue comprises primary income from the provision of mobile marketing services. 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.

The residual value of an asset is the estimated amount that an entity would currently obtain from disposal of the assets, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. The residual value and the useful life of an asset review at least at each financial year-end. If expectations differ from previous estimates, the changes accounts for as a change in accounting estimate in accordance with IAS 8.

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

At initial recognition trade receivables are measured at their transaction price (as defined in IFRS 15) if the trade receivables do not contain a significant financing component in accordance with IFRS 15. 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.

Presentation and disclosures

Presentation and classification of items in financial statements are retained from one reporting period to the next.

Reclassification of items in financial statements is made:

• in case of changes in the nature of the Company main operations,
• when revising the structure of reporting in accordance with IFRS requirements,
• prior year comparative may be reclassified to better and consistent presentation with the current year.

In case of reclassification of comparative information, the entity ensures its comparability with the data of previous periods and discloses the relevant information in the notes to the financial statement

Possible impact of amendments, new standards and interpretations issued but not yet effective for the accounting period beginning on 1 June 2025

These developments include the following which may be relevant to the Company (effective for accounting periods beginning on or after 1 June 2025):

• IFRS 18, Presentation and Disclosure in Financial Statement;
• Amendments to IFRS 7 and IFRS 9, Disclosures: Supplier Finance Arrangements;
• Annual Improvements to IFRS Accounting Standards - Volume 11;

The Group 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.

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

Past year adjustment (income):

In 2022 the investment in Storiesgain Pte Ltd was sold by Vox Valor Capital Pte. Ltd (Singapore). The cost of the investment was reflected through other comprehensive income in the stand-alone statement of profit or loss and other comprehensive income for the year ended 31 December 2022 of Vox Valor Capital Pte. Ltd (Singapore), instead of reducing the share premium amount. The reclassification adjustment was made in the current period in the stand-alone report of Vox Valor Capital Pte. Ltd (Singapore) and such reclassification doesn't have an effect on the total equity. In the Group report this adjustment reduces the accumulated losses amount.

Past year adjustment (loss):

As at 31 December 2022 and 31 December 2023 the intercompany balance difference between Mobio Global Ltd and Vox Capital Ltd when eliminating intra-group balances was erroneously recognized as a translation difference through other comprehensive income. As at 31 December 2024 the Company reconciled the balance and identified the discrepancy. The missed expenses were recognized through the current profit and loss. The amount recognized is a reclassification adjustment and doesn't affect total equity of the Group. Reclassified amounts have been recognized in other comprehensive income in the current or previous periods.

Reverse acquisition (RTO)

*In the current reporting period Mobio Singapore cancelled the accrued liability for income tax for 2022 in amount 18,062. Until 2024, local tax reporting was prepared as of May 31, while financial reporting was prepared as of December 31. According to the results of the local financial year for 2022, the company received a loss, thus the amount of tax accrued in 2022 reporting year is reversed in the current reporting period (January 1, 2024 till May 31, 2025).

No deferred income tax asset has been recognized 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.

9.1. Deferred taxes movement

1 January 2024 - 31 May 2025

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 May 2025 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.

Share issue

On 5 June 2023 the board decided to issue 20,000,000 shares to a third-party service provider and these shares have been issued on 26 November 2024. The value of shares is estimated at 60K GBP - the current price of the shares at the time of payment as per the relevant services agreement.

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

Mobio Global Limited was created as an acquisition vehicle. On April 27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the total purchase price is 30 000 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 Limited is incorporated in the United Kingdom. Its registered office is Salisbury House, London Wall, London, EC2M 5PS. The principal activity of Airnow is the development of services to the mobile app community. The number of shares held in Airnow is 5,736,847 and represents a 6.37% holding. The shares in Airnow are directly held by Vox Valor Capital Singapore Pte Limited and Initium HK Ltd. This is a Level 2 financial instrument. Market value is derived based on the share price paid by unrelated investors in the most recent investment round. There is no amount still to be paid in respect of these shares. No amount is owed either to or from Airnow by the Group.

Tangible fixed assets

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

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

During the second half of 2024 the Company significantly reduced the volume of leased server space, recognition of the lease right was terminated on June 30, 2024. From July 1, 2024, server lease costs are recognized on a monthly basis based on invoices received. The interest expense recognised disclosed in Note 7.

Trade and other receivables

Trade receivables are recognized as short-term and are expected to be received within 60 days.

As of 31 May 2025

During the period ended 31 May 2025, the Group utilized a lending facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a floating charge over the property and undertakings of Vox Capital Ltd and Mobio Global Ltd. The facility bears interest 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. The loan bears interest at the rate of 7.5% per annum.

Other long-term and lease liabilities

Lease liabilities

During the second half of 2024 the Company significantly reduced the volume of leased server space, recognition of the lease right was terminated on 30 June, 2024. From 1 July 2024, server lease costs are recognized on a monthly basis based on invoices received.

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 31 May 2025:

Contractual maturities of financial liabilities as of 31 December 2023:

Contractual maturities of financial liabilities as of May 31, 2025: the debt is short-term and expected to be settled within 6 months.

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.

Investment risk

The Group has a minority interest in a private company that gives it very little influence in how that business is conducted.

The Group owns 6.37% of the issued ordinary share capital of Airnow Limited. The remaining ownership interests in Airnow Limited is owned by third parties. Accordingly, the Company's decision-making authority in respect of Airnow Limited is limited. Airnow Limited is unlisted and so there is a limited pool of potential buyers of these shares which makes them relatively difficult to realise. Given the Group's minority interest in Airnow Limited it is unlikely to have much influence on the timing or form of an exit.

Country risks

On 4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion. Multilateral sanctions and restrictions were imposed on working 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 August 2, 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 - ultimate parent
• Mobio (Singapore) Pte. Ltd - subsidiary of Vox Valor Capital Ltd
• Vox Capital Ltd - subsidiary of Vox Valor Capital Ltd
• Vox Valor Capital Pte. Ltd - international group member (subsidiary of Vox Capital Ltd)
• Initium HK Ltd - international group member (subsidiary of Vox Capital Ltd)
• Mobio Global Ltd - international group member (subsidiary of Vox Capital Ltd)
• Mobio Global Inc - international group member (subsidiary of Mobio Global Ltd)

The affiliated parties of the Group 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:

Adjustments 2021-2022:

During the inventory of the Share capital, it was revealed that 2 transactions were not reflected in the accounting registers:

31.03.2021 - Share capital increase due to shares allotment to Sergey Konovalov.

08.08.2022 - Share capital reduction due to Sergey Konovalov shares reduced.

Share capital amount adjusted as of reporting date.

Share premium

During the inventory of the Share premium, it was revealed that the transactions dated 31 October 2020 were posted incorrectly in the accounting ledgers. The share premium amount has been adjusted as of the reporting date.

All shares fully paid.

24.1. In the report for 2022, an error was made in the presentation of information: the decrease in share premium due to the disposal of Mobile Marketing LLC was reflected not through share premium, but through translation differences. This error did not have an effect on total equity. In the report for 2023, 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 based payment

Share issue

On 5 June 2023 the board decided to issue 20,000,000 shares to a third-party service provider and these shares have been issued on 26 November 2024. The value of shares is estimated at 60K GBP - the current price of the shares at the time of payment as per the relevant services agreement.

Share based payment reserve

In September 2022 the company has granted warrants over ordinary shares:

Fee warrants - 20,8333,333

NED warrants - 25,000,000

They are vesting on 30 September 2025.

NED Warrants - these represent equity-settled share-based payments to directors. They should be measured at fair value at the grant date and expensed over the three-year vesting period.

Fee Warrants - these were issued to Stonedale in return for advisory services on the reverse takeover. These costs are directly attributable to equity issuance and are recognised in equity rather than the income statement.

Management believes that the NED warrants are likely to expire at the end of the term and are not expected to be exercised as they are deeply out of the money. Fee warrants will not be extended.

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 17-MONTH PERIOD ENDED 31 MAY 2025

In US Dollars

Approved

_________________

Managing Director _____________________ Konstantin Khomyakov

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025

In US Dollars

Approved

_________________

Managing Director _____________________ Konstantin Khomyakov

STATEMENT OF CHANGES OF EQUITY

FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025

In US Dollars

Approved

_________________

Managing Director _____________________ Konstantin Khomyakov

STATEMENT OF CASH FLOWS

FOR THE 17-MONTH PERIOD ENDED 31 MAY 2025

In US Dollars

Approved

_________________

Managing Director _____________________ Konstantin Khomyakov

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 Ltd 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 business 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:

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

Going concern

At the reporting date, the Company had cash balance of $818 (£608).

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 US dollar ($).

The notes are an integral part of the financial statements.

Reporting period

The accounting reference date was changed from 31 December to 31 May with immediate effect. These financial statements cover a reporting period of 17-months to 31 May 2025, with comparative information relating to a 12- month period to 31 December 2023. The comparative information is not entirely comparable with the current reporting period.

General

Principles for foreign currency translation

The functional currency of the Company is Great Britain pounds (GBP), since the main operating activity of the Company is in the London, UK, and this affects the pricing of the Company's services, the Company's expenses related to the provision of services are also determined in GBP in most cases. The Company maintains accounting records and prepares obligatory tax reports also in GBP.

Receivables, liabilities, and obligations denominated are translated in presentation currency at the exchange rates prevailing as at statement of financial position date. Income and expenses for each statement of profit or loss are translated at average exchange rate for the reporting period. The exchange differences resulting from the translation as at statement of financial position date, taking into account possible hedging transactions, are recorded in the profit and loss account as other comprehensive income (loss).

The nominal value of the share capital and other share components are denominating in GBP, are translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the line "Other comprehensive income" in the statement of financial position.

For the consolidation purposes the FX rates from https://www.exchangerates.org.uk/ and https://www.xe.com/ taken.

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 period ended 31 May 2025.

The Company has incurred indefinitely available tax losses of $27,553,718 (2023: $1,948,051) 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 period ended 31 May 2025, the Company had the subsidiaries:

Investment impairment.

Management did the impairment test as at 31/05/2025 and Investment in Vox Capital Group was revalued to the value of net asset of the Group corresponding with the Retained earnings.

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 (2023: 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:

• Stefans Keiss - international group member (the ultimate beneficiary).
• Sergey Konovalov - international group member (the ultimate beneficiary).
• Vox Valor Holding Ltd - ultimate parent
• Mobio (Singapore) Pte.Ltd - subsidiary of Vox Valor Capital Ltd
• Vox Capital Ltd - subsidiary of Vox Valor Capital Ltd
• Vox Valor Capital Pte. Ltd - international group member (subsidiary of Vox Capital Ltd)
• Initium HK Ltd - international group member (subsidiary of Vox Capital Ltd)
• Mobio Global Ltd - international group member (subsidiary of Vox Capital Ltd)
• Mobio Global Inc - international group member (subsidiary of Mobio Global Ltd)

Transactions with related parties:

Consideration Shares

Share issue

On 5 June 2023 the board decided to issue 20,000,000 shares to a third-party service provider and these shares have been issued on 26 November 2024. The value of shares is estimated at 60K GBP - the current price of the shares at the time of payment as per the relevant services agreement.

1.1. There was the mistake in the presentation of information in the statement of changes in equity for 2023 and earlier: Consideration Shares were reflected at a revalued amount as of the reporting date. Since equity items, under IAS 21, must be reflected at historical cost, changes were made to the report for the current year. This entry is a reclassification adjustment and does not affect the total equity.

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.

Auditors' limitation liability agreement

An auditors' limitation of liability agreement has been approved by the members for the 17-month period ended 31 May 2025. The principal terms and conditions are as below:

• The agreement limits the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the Company's group and parent accounts and pursuant to this agreement the auditor may be guilty in relation to the Company.