VOX VALOR CAPITAL LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026
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VOX VALOR CAPITAL LIMITED
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CONTENTS PAGE
Company information
2
Strategic review report – Chairman’s statement
3
Directors’ report
6
Independent auditors report to members
14
Consolidated Statement of comprehensive income
19
Consolidated Statement of financial position
20
Consolidated Statement of changes in equity
21
Consolidated Statement of cash flow
22
Notes to the Consolidated Financial Statements
23
Parent Company Financial Statements and notes
42
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VOX VALOR CAPITAL LIMITED
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COMPANY INFORMATION
Directors:
John G Booth (Non-Executive Chairman)
Rumit Shah (Non-Executive Director)
Registered Address:
Forbes Hare Trust Company Limited
Cassia Court
Camana Bay
Suite 716, 10 Market Street
Grand Cayman KY1-9006
Cayman Islands
Auditors:
Zenith Audit Ltd
Third Floor North, Warwick House
65/66 Queen St,
London EC4R 1EB
Bankers:
TTT Moneycorp Limited
Zig Zag Building, Floor 570 Victoria Street
London SW1E 6SQ
Registered in England: No. 738837. Incorporated
1962
Registrar:
Computershare Investor Services (Cayman) Limited
c/o
13 Castle Street,
St. Helier,
JE1 1ES
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VOX VALOR CAPITAL LIMITED
STRATEGIC REVIEW REPORT – CHAIRMAN’S STATEMENT
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STRATEGIC REVIEW REPORT – 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 2026 which are available on the Company’s website at www.voxvalor.com/investors.
These financial statements therefore cover a reporting period of 12-months to 31 May 2026, with comparative information
relating to a 17-month period since 1 January 2024 to 31 May 2025. The comparative financial information is presented for a
longer 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
operating subsidiaries (“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, American and Asian 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 (Mobio operating
companies).
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
Management's focus in the reporting period was on the Group's financial performance.
For the fiscal period ended 31 May 2026, Vox Valor reported the following:
• sales revenue of USD 8.3m (17months’ period ended 31 May 2025: USD 15.7m), including:
for the year ended
31 May 2026
for the 17 months’
period ended
31 May 2025
Mobio Singapore
USD 5.1m
USD 9.5m
Mobio Global UK
USD 1.6m
USD 4.7m
Mobio Global US
USD 1.6m
USD 1.5m
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STRATEGIC REVIEW REPORT – CHAIRMAN’S STATEMENT
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• operating expenses of USD 7.6m (17 months’ period ended 31 May 2025: USD 15.0m),
• operating loss of USD 258k (17 months’ period ended 31 May 2025: loss USD 1.3m).
• the loss before interest, taxation and depreciation of USD 197k (17 months’ period ended 31 May 2025: loss USD
793k).
• the loss before taxation of USD 1.1k (17 months’ period ended 31 May 2025: loss USD 1.8m).
• total comprehensive result of USD 736k loss (17 months’ period ended 31 May 2025: loss of USD 953k). This was
largely due to interest expenses amounted to USD 826k (17 months’ period ended 31 May 2025: USD 972k).
• cash balance of USD 28k (as of 31 May 2025 of USD 53k)
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.
Environmental, social and governance
Environmental
Carbon footprint reduction
Vox Valor is committed to cutting its carbon footprint across the Group, whilst also seeking to become more energy efficient.
The Company uses online video conferencing platforms and will continue to promote the use of these for the majority of
internal meetings to minimise travel footprint.
Reducing waste
All staff actively engage in the recycling of all waste materials wherever possible, including e-waste.
Social
Diversity & Inclusion
The Company recognises 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 understands the importance of diversity across
the business to foster collaboration and a culture which strives to deliver the Group’s strategy. Vox Valor 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.
Career development
The Board believes that good progression opportunities for our team members are offered within the Group’s businesses, and
as a business we try to promote from within through training.
Health and Safety
Vox Valor has a Group wide health and safety Policy. All health and safety incidents are reported to the Board.
Anti-slavery statement
The Group is committed to effective systems and controls being in place to ensure the Modern Slavery Act 2015 is upheld
throughout the business and that partners and affiliates, throughout the supply chain, have similarly high standards and respect
all local and international laws and regulations.
Governance
Corporate governance statement
The Board believes in the value and importance of strong corporate governance, at executive level and throughout the operation
of the business, and in our accountability to all stakeholders.
Future ESG goals
The Company recognises that further progress can be made towards a sustainable future and has set the following goals:
– encourage employees to use recyclable or biodegradable materials,
– continue to recruit locally,
– continue promoting recycling across the Group, and
– continue to review and implement ESG/sustainability criteria/policies at the Board level.
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STRATEGIC REVIEW REPORT – CHAIRMAN’S STATEMENT
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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 Task Force on Climate-related Financial Disclosures
(“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 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 program.
Environmental
The Group’s operations are conducted in such a manner that compliance is maintained with legal requirements relating to the
environment in areas where the Group conducts its business. During the period covered by this report, the Group has not
incurred any fines or penalties or been investigated for any breach of environmental regulations.
The Directors consider that, due to the nature of the Group’s operations, it does not have a significant impact on the
environment. However, the Group seeks to minimise its carbon impact and recognises that its activities should be carried out
in an environmentally friendly manner where practicable. The Group’s environmental impact is under continual review and
the Group considers related initiatives on an ongoing basis. During the year from 1 June 2025 to 31 May 2026, these included:
continued reduction of waste and, where practicable, re-use and recycling of consumables; continued reduction of usage of
energy, water and other resources; ongoing upgrades to LED lighting; and reprogramming of certain air conditioning and air
handling systems to increase efficiency and implement timed shut downs when not in use.
Facilities and Office Environments
Management engages with its office provider and its facilities management provider to ensure a safe working environment for
our employees.
Environmental management is overseen by the Chief Executive Officer. The Group complies with the Companies Act 2006
(Strategic Report and Directors Report) Regulations 2013. There were no prosecutions or compliance notices for breaches of
environmental legislation during the year from 1 June 2025 to 31 May 2026.
Going Concern
The day to day working capital requirements and investment objectives are met by existing cash resources, available credit
facilities and the issue of equity. At 31 May 2026, the Group had cash balances of USD 28k (as of 31 May 2025: USD 53k)
and available credit lines. The Group’s forecasts and projections, taking into account reasonable possible changes in the level
of overhead costs, show that the Company should be able to operate within its available cash resources. Group also has the
availability of financial support from the shareholders. The directors have, at the time of approving the financial statements, a
reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future.
The loss for the period of USD 1.1m (17 months to 31 May 2025: loss of USD 1.7m) is heavily driven by finance costs. Total
interest expense for the year was USD 826k, of which USD 800 relates to the credit facility. Excluding interest, the Group’s
results are close to break-even. The Group generated positive cash flow from operating activities of USD 273k (17 months to
31 May 2025: USD 597k). After interest paid of USD 322, net cash outflow before exchange differences was a modest USD
50k. At 31 May 2026, the Group had cash balances of USD 28k (as of 31 May 2025: USD 53k) and available credit lines.
The directors have prepared projected cash flow information for a period of more than twelve months from the date of approval
of these financial statements (the “Assessment Period”) and have reviewed this information as at the date of these financial
statements. The Group continues its operations with its media-buying clients to secure long-term, high-volume tenders and
mandates from advertisers, which are expected to drive increased media-buying demand and forecast revenue to USD 8.5m in
FY2027 and USD 9.4m in FY2028, with EBITDA rising to USD 0.5m and USD 1.1m respectively.
The Company is seeking to maximise the commercial returns that can be achieved through the expansion of its client base and
the range of services provided. The Company’s cost base and its resources continue to be very tightly managed, leading to a
substantial reduction in operating loss from USD 1.3m to USD 258k. Administrative expenses fell to USD 605k (17 months to
31 May 2025: USD 1.3m), indicating that the Group enters the Assessment Period with a leaner central cost base. While the
Company remains in a net loss-making position due to high finance costs, it focuses on the accelerated refinancing of the
Lender facility to reduce financial expenses and return to profit.
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STRATEGIC REVIEW REPORT – CHAIRMAN’S STATEMENT
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Under the terms of the credit facility agreement, the facility is secured by a floating charge over the property and undertakings
of the Group. Principal outstanding at 31 May 2026 was USD 3.3m (As of 31 May 2025: USD 2.8m). The facility bears interest
at a rate of 2.25% per calendar month. Lender’s willingness to accommodate interest by capitalising the uncleared balance into
the facility has preserved the Group’s operating cash and demonstrates the lender's continued support.
The facility is being extended to 1 June 2027, with the extension fee to be settled through the issue of new Company shares.
Management’s objective is to complete the refinancing well ahead of the extended maturity date so that the Group's debt
funding remains in place throughout the Assessment Period.
The ultimate controlling shareholder of the ultimate parent Vox Valor Holding Ltd, has issued a letter of support to the Group.
This is consistent with the statement that the Group has the availability of financial support from its shareholders.
Based on the Group's improved operating performance, leaner cost base, cash-generative operations before finance costs, the
extension of the Lender facility, forecasted revenue growth, and the explicit financial support from the ultimate parent
company, the directors have a reasonable expectation that the Group has adequate resources to continue in existence for the
foreseeable future. The Board of Directors therefore continues to adopt the going concern basis of accounting in preparing the
financial statements.
On behalf of the board
__________________
John G Booth
Chairman
24 September 2026
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DIRECTOR’S REPORT
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DIRECTOR’S REPORT
The directors present their report together with the accounts of Vox Valor Capital Limited (’’the Company’’) and its subsidiary
undertakings (together ‘the Group’) for the year ended 31 May 2026.
Results and dividends
The trading results for the Group are set out in the Consolidated statement of comprehensive income and the Consolidated
statement of financial position at the end of the year.
The directors have not recommended paying dividends.
Directors
The following directors have held office during the year ended to 31 May 2026 and until the date these financial statements
were approved for issue.
- John G Booth (Non-Executive Chairman)
- Rumit Shah (Non-Executive Director)
- Konstantin Khomyakov (Finance Director resigned 23 December 2025).
Details of the Continuing Directors
John G Booth, Non-Executive Director & Chairman
Mr. Booth has over 20 years' experience as a director and chairman of various private and public listed companies, and
environmental charities. He currently serves as the non-executive chairman of two other public listed companies and as non-
executive director and head of the Audit and Governance committees for another two.
He holds a BSc(Hons) in Biology and Environmental Science, LLB, JD and LLM in international finance, tax and
environmental law. He started his career as a commercial litigator before joining the non-dollar derivatives, tax structuring
desk of Merrill Lynch International in 1990. He then held increasingly senior positions with ICAP, CEDEF, ABN AMRO
Bank NV, CIBC, and the World Bank as a lawyer, investment banker, broker, and strategy consultant over his career. From
2004 to 2012, he was a partner with JAS Financial Products LLP, an alternative asset manager. From 2012 to 2017 he served
as Chairman and CEO of Midpoint Holdings Limited, the world's first peer-to-peer FX company which he co-founded and
listed via reverse takeover. He has co-founded three other businesses, and currently a guest lecturer in the graduate business
school at the University of Oxford.
Rumit Shah, Non-Executive Director
Rumit is an experienced finance professional and a chartered accountant and member of the ICAEW (Institute of Chartered
Accountants in England and Wales). Rumit worked as a director at the structured finance department of Deutsche Bank in
London and was a partner at JAS Financial Products LLP and is currently the director and owner of consultancy and investment
firm Intrinzik Limited.
Konstantin Khomyakov, Finance Director (resigned 23 December 2025)
Konstantin is a finance professional, certified accountant and auditor, member of ACCA (Association of Chartered Certified
Accountants) with a proven track-record of successfully completed audit, risk-management and consulting projects. Konstantin
is experienced in strategic planning, financial management and risk assessment, gaining this experience while working for
clients and companies that were based in Russia, the US, Europe and Central Asia, leveraging 20+ years of corporate finance
and audit expertise with market leaders such as KPMG. Konstantin obtained an MBA degree from IMD business school in
Lausanne.
Directors’ interests
At the date of this report the directors do not hold any beneficial interest in the ordinary share capital and share options of the
company.
Auditors
Zenith Audit Ltd have been appointed as the auditors of the Company for the year ended 31 May 2026. A resolution for the
reappointment of Zenith Audit Ltd as auditors of the Company will be proposed at the forthcoming annual general meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law
and regulations.
Company law requires the directors to prepare Group and parent company financial statements for each financial year. Under
that law the directors have elected to prepare the financial statements in accordance with UK-adopted International Accounting
Standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give
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DIRECTOR’S REPORT
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a true and fair view of the state of affairs of the group and company and of the group’s profit or loss for that period. In preparing
these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance UK-adopted International Accounting Standards; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s
transactions and disclose with reasonable accuracy at any time the financial position of the group and company. They are also
responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website.
Corporate Governance
The Board recognises that good standards of corporate governance help the Company to achieve its strategic goals and is vital
for the success of the Company. The Company adopts proper standards of corporate governance and follows the principles of
best practice set out in the QCA Corporate Governance Code, as far as is appropriate for the size and nature of the Company
and the Group.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations
of the business. These principles are:
1. Establish a strategy and business model which promote long-term value for shareholders;
2. Seek to understand and meet shareholder needs and expectations;
3. Take into account wider stakeholder and social responsibilities and their implications for long tern success;
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation;
5. Maintain the board as a well-functioning balanced team led by the Chair;
6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
8. Promote a corporate culture that is based on ethical values and behaviours;
9. Maintain governance structures and processes that are fit for purpose and support good decision-making
by the Board; and
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
The Company applies the above principles in its regular activities.
Principle 1 – Business Model and Strategy
Vox Valor Capital Limited is a UK based technology investment Group. The Company completed a reverse takeover of Vox
Capital Limited in 2023.
Vox Capital Limited is as a vehicle with the purpose of consolidating businesses in the digital marketing, advertising and
content sector. To date, Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing
company and has also acquired an equity interest in another trading business: Airnow Ltd, a UK based app monetisation and
marketing group. On 18 October 2023, Mobio Global UK transferred its 100% interest in Mobio (Singapore) Pte Ltd to Vox
Valor Capital Ltd. For further information on the market, the future strategy of the Company and the risks the Board consider
to be the most significant for potential investors, Shareholders are referred to the Strategic Report in the latest Annual Report
and Accounts (which is available on our website).
Principle 2 – Understanding Shareholders Needs and Expectations
Communication with shareholders is co-ordinated and led between the Chairman of the Board who is the Company’s principal
spokesperson with investors and other interested parties.
The Company is in dialogue with, and holds meetings with, shareholders and brokers representing private shareholders as
required in a coordinated way, providing them with such information on the Company’s progress as is permitted under MAR
and requirements of relevant legislation.
The Company regularly updates its website and releases news flow and operational updates. Communications are also provided
through the Company’s Annual and Interim Reports.
Shareholders are encouraged to attend the Annual General Meeting, which the Board believes is a good opportunity to
communicate directly with shareholders.
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DIRECTOR’S REPORT
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The Company discloses contact details on its website and on all announcements released via RNS, should shareholders wish
to communicate with the Board.
Principle 3 – Consider Wider Stakeholder and Social Responsibilities
The Board believes that its stakeholders (other than shareholders) are its employees, customers, suppliers and their funders.
The Board recognises that the long-term success of the Company is reliant upon the efforts of the Company, advisers and these
stakeholders.
The Board makes every effort to communicate effectively with all stakeholders, to ensure that the Company complies with
contractual terms.
Principle 4 – Risk Management
The Board has overall responsibility for the determination of the Company’s risk management objectives and policies and
recognises the need for an effective and well-defined risk management process. The overall objective of the Board is to set
policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The
Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of the
Company’s risk appetite including the identification, assessment and monitoring of the Company’s principal risks.
For further information on the risks the Board consider to be the most significant for potential investors, Shareholders are
referred to the Strategic and Directors’ Report contained in the latest Report and Accounts which are available on the
Company’s website.
Principle 5 – A Well-Functioning Board of Directors
The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company
and establishing the policies of the Company. It is the Board’s responsibility to oversee the financial position of the Company
and monitor the business and affairs of the Company on behalf of Shareholders, to whom the Directors are accountable. The
primary duty of the Board is to act in the best interests of the Company at all times.
The Board also addresses issues relating to internal control and the Company’s approach to risk management.
The Board consists of two Non-Executive Directors, both of whom are considered to be independent. All Directors are expected
to devote as much time to the affairs of the Company as may be necessary to fulfil their roles.
Financial information submitted regularly to the Board includes balance sheets and profit & loss accounts; together with
analyses of movements in cash, trade debtors and creditors, and fixed assets.
Certain other high-level decisions that cannot await the convening of a formal Board meeting may be agreed by way of written
resolutions. In such cases supporting papers are submitted to the directors and they are given the opportunity to discuss the
matter with other directors and executive management. Written resolutions are deemed passed only if all directors vote in
favour.
It is not practical or justifiable from a cost perspective for the whole Board to meet face-to-face at every board meeting. So
where one or more directors is unable to be physically present, use is made of video-conference calls.
Principle 6 – Appropriate Skills and Experience of the Directors
The Company intend to improve the current balance of skills within the Board as a whole to reflect a broad and appropriate
range of commercial, technical and professional skills relevant to the business.
The Directors have access to the Company’s external advisers e.g. lawyers and auditors as and when required and are able to
obtain advice from other external advisers when necessary.
All Directors have access to independent legal advice at the Company’s expense.
The Board will seek to take into account Board Diversity & Inclusion for future nominations, with areas to take into account
including gender balance.
Principle 7 – Evaluation of Board Performance
Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner.
The Board will review and consider the performance of each director at or around the time of publication of the Company’s
Annual Report.
On an ongoing basis, board members maintain a watching brief to identify relevant internal and external candidates who may
be suitable additions for current board members.
The Company undertakes annual monitoring of personal and corporate performance. Responsibility for assessing and
monitoring the performance of the executive directors lies with the independent non-executive director.
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The Board as a whole is mindful of the need for considering succession planning.
Principle 8 – Corporate Culture
The Board believes that a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder
value in the medium to long-term. The Company recognises the importance of promoting an ethical corporate culture,
interacting responsibly with all stakeholders and the communities in which the Company operates.
Guided by the Group’s core values of simplicity, empowerment, passion, innovation and authenticity, the Group seeks to
promote a culture where its people can thrive. For Vox, this means promoting strong business ethics and putting in place
policies and programmes to build trust with employees.
As a first priority, Vox Valor seeks to uphold individual human rights in its operations and expects the same from all partners.
The Group’s policies outline the behaviours expected from employees and suppliers at all times and set out the Group’s zero
tolerance approach towards any form of modern slavery, discrimination or unethical behaviour relating to bribery, corruption
or business conduct.
The Group is committed to building an inclusive culture, where people feel able to be their best at work, irrespective of age,
race, sexual orientation, religion, ethnicity or gender.
Principle 9 – Maintenance of Governance Structures and Processes
The Board provides strategic leadership for the Company and operates within the scope of a robust corporate governance
framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and
practices that operate throughout the business, and defining the strategic goals that the Company implements in its business
plans.
The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of matters
that are reserved as the responsibility of the Board. The Chairman leads the development of business strategies within the
Group’s operations. The Board currently consists of two Non-Executive Directors.
The Board has considered mechanisms by which the business and the financial risks facing the Company are managed and
reported to the Board. The principal business and financial risks have been identified and control procedures implemented. The
Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk and to
provide reasonable but not absolute assurance with regard to the safeguarding of the Company’s assets against misstatement
or loss.
Internal controls
The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its effectiveness.
However, any such system of internal control can provide only reasonable, but not absolute, assurance against material
misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk
profile of the Group. The principal elements of the Group’s internal control system include:
• Close management of the day-to-day activities of the Group by the Directors;
• Flat organisational structure with defined levels of responsibility, which promotes entrepreneurial decision making and
rapid implementation whilst minimising risks;
• A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and cash flow,
which is approved by the Board;
• Semi-annual reporting of performance against budget; and
• Central control over key areas such as capital expenditure authorisation and banking facilities.
The Company continues to review its system of internal controls to ensure compliance with best practice, whilst also having
regard to its size and the resources available. The Board has an Audit Committee.
The Directors are responsible for implementing and delivering the strategy and operational decisions agreed by the Board,
making operational and financial decisions required in the day-to-day operation of the Company, providing executive
leadership to managers, championing the Company’s core values and promoting talent management.
The Independent Non-Executive Directors contribute independent thinking and judgement through the application of their
external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Executive
Director and ensure that the Company is operating within the governance and risk framework approved by the Board.
The Board reviews the effectiveness of its corporate governance structures and processes annually.
The Company has also implemented A Share Dealing Code for Directors´ and employees´ dealings in securities which is
appropriate for a company whose securities are traded on the London Stock Exchange and is in accordance with the
requirements of the Market Abuse Regulation which came into effect in 2016.
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DIRECTOR’S REPORT
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Principle 10 – Shareholder Communication
The Board is committed to maintaining good communication with its shareholders, providing them with such information on
the Company’s progress as is permitted by (“MAR”) and the requirements of the relevant legislation.
The Board believes that the Company’s Annual Report and Accounts, and its Interim Report published after the half year, play
an important part in presenting all shareholders with an assessment of the Company’s position and prospects.
The Annual General Meeting is the principal opportunity for shareholders to meet and discuss the Company’s business with
the Directors. There is an open question and answer session during which shareholders may ask questions both about the
resolutions being proposed and the business in general. The Directors are also available after the meeting for an informal
discussion with shareholders.
Results of shareholder meetings and details of votes cast will be publicly announced through RNS and displayed on the
Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.
All reports and press releases are published on the Group’s website: www.voxvalor.com/investors and the Company will
continue to keep its website up to date, participate in investor presentations, attend conferences and release news flow and
operational updates as appropriate.
Application of principles of good governance by the Board of directors
There are regular board meetings during the year and other meetings are held as required to direct the overall Company strategy
and operations. Board meetings follow a formal agenda covering matters specifically reserved for decision by the Board. These
cover key areas of the Company’s affairs including overall strategy, acquisition policy, approval of budgets, major capital
expenditure and significant transactions and financing issues.
The Board undertakes an annual evaluation of its own performance and that of its committees and individual directors, through
discussions and one-to-one reviews with the chairman.
Principal Risks and Uncertainties
PRINCIPAL RISKS
Mobio’s strategy is focused on growth in relatively new markets
Mobio operating subsidiaries (Mobio) is increasing its European, American and Asian client base and revenues and this will
remain the key focus of Mobio’s management team. In 2022, Mobio Global UK incorporated Mobio Global Inc (“Mobio US”),
which is managed by Mr Sergey Konovalov and used as the vehicle through which the Mobio intends to build its US business.
There is a risk that as Mobio Global and Mobio US are less mature, the Mobio business will not be able to attract new clients
and generate the desired levels of revenue and profit, which if it should occur would have a significant adverse impact on the
financial performance and position of the Group.
There is a risk that changes in the policy of third-party platforms may impact the timing of revenue for the Group
A key part of the service Mobio operating subsidiaries provides involves the use of third-party platforms such as Facebook
Ads Manager, Google Ads, the App Store or Google Play. In order to utilise these platforms, Mobio is obliged to comply with
the policies of those platforms. There is always a risk that these platform providers may restrict or limit Mobio’s ability to
obtain non-personal data that is regularly utilised within the mobile marketing industry for purposes of segmenting, targeting
or tracking mobile marketing campaigns. For instance, as part of the release of iOS 14, Apple specified that in 2021 app users
would now need to opt in before their identifier for advertisers (“IDFA”) can be accessed by an app. Apple’s IDFA is a string
of numbers and letters assigned to Apple devices which advertisers use to identify app users to deliver personalised and targeted
advertising. Mobio previously used IDFA to optimise user acquisition strategies and traffic campaigns. Although Mobio was
able to adapt to these changes and the impact on Mobio’s business was not material, it did result in clients reducing their
marketing budgets while the effect of the IDFA depreciation was better understood which delayed the Mobio’s receipt of
revenues as campaigns were delayed or scaled back initially.
Mobio also uses platforms that are maintained by Apple and Google to advertise and market its clients’ apps through app store
optimisation techniques and paid app store advertising. Both Apple and Google have broad discretion to make changes to such
app management and advertising platforms or to change the manner in which such systems function and also amend their
respective terms and conditions applicable to the use of such systems.
It is not possible to predict whether Apple and/or Google or other platform providers will change their policies. If such a change
in policy were to occur, there is likely to be a period of adaptation and during this period revenue may be reduced. Fortunately,
these changes are often made with significant advance warning which gives Mobio and other mobile marketing companies
time to adapt to these changes.
Changes in algorithms used by platforms may affect the financial performance of Mobio
Mobio uses third-party platforms to market its clients’ content and applications including Facebook Ads Manager, Google Ads
and Iron Source. The effectiveness of Mobio’s mobile marketing campaigns may be impacted by algorithms that are utilised
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DIRECTOR’S REPORT
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by app stores or advertising networks or other platforms. Mobio’s ability to understand these algorithms is key to Mobio’s
service offering. Third-party platforms can change their algorithms and such changes can reduce the effectiveness of Mobio’s
marketing strategies or in the worst case make them redundant. In the event that Mobio’s marketing strategies are less effective,
it will make Mobio’s services less attractive to clients which will have a negative effect on Mobio’s revenue and its financial
performance. It may also cause Mobio to dedicate more internal resource to adapting to changes in algorithms which will divert
resource from other projects related to the longer-term success of Mobio. Mobio has implemented an internal quality checking
process that is designed to detect changes in algorithms as early as possible so that Mobio can adapt its strategies as soon as
practicable after the change. However, there can be no guarantee that these processes will always be successful in detecting
changes in algorithms or that Mobio will be able to adapt to the changes quickly.
Changes in privacy and data protection laws may negatively affect Mobio’s business
Mobio processes and stores data in the ordinary course of its business, including processing and storing of data from mobile
devices for executing and optimising mobile marketing campaigns for its clients. Currently, rather than using personal data,
Mobio uses its ability to target or segment users based on certain features, such as geography, location, device type, operating
system, apps installed on a device or other features and such information can usually be obtained and stored without identifying
an individual consumer or app user. Mobio’s understanding is that in the jurisdictions in which Mobio is active this is normally
outside the scope of data privacy and protection regulations and legislation.
Mobio believes it complies with the applicable data protection and privacy regulations in the relevant jurisdictions, however,
there is no guarantee that these data protection and privacy regulations will not be subject to change. Mobio operates in a
number of jurisdictions, the vast majority of which are subject to complex laws relating to privacy and data protection. The
trend is for these data protection and privacy-related laws and regulations to become more and not less restrictive. There is a
risk that there may be changes to the privacy and data protection in jurisdictions in which Mobio carries out business which
result in greater regulatory oversight and increased levels of enforcement and sanctions.
If there are changes to data protection and privacy regulations which impose in greater compliance obligations on Mobio, this
is likely to result in increased costs for Mobio and therefore for the Group. In particular, there is likely to be additional cost of
staff training in order to adapt to changing business practices and comply with new regulations and legislation. Furthermore,
such changes may impact on the marketing budgets that clients will spend (or the timing thereof) and this may have a
(temporary or more permanent) impact on Mobio’s revenue and therefore indirectly affect the Group. In the event that Mobio
is found to have breached data protection and privacy regulations, it could be exposed to large fines which are likely to cause
significant reputational damage to Mobio which will be likely to have a significant negative effective on the financial
performance of the Mobio.
Mobio is subject to credit risk through the default of a client
Mobio is subject to credit risk through the default of a client. Mobio is generally paid in arrears for a significant proportion of
its services and invoices are typically payable within 30 days for agency clients and up to 90 days for direct-to-brand clients,
which accounts for an increasing proportion of Mobio’s business mix. There can be no assurance that one or more significant
clients may not at any future time file for bankruptcy, become insolvent or otherwise be unable or unwilling to pay sums due.
In such event, Mobio may be unable to collect balances due to it on a timely basis or at all. The damages, costs, expenses, or
legal fees arising from lack of payment by a significant client or other counterparty could have a material adverse effect on the
business, revenues, results of operations, financial condition or prospects of the Group.
REPUTATIONAL RISKS
The Management of the Group believes that at present there are no facts that could have a significant negative impact on the
decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms
of rendering services, as well as the participation of the Group in any price agreement. Accordingly, reputational risks are
assessed by the Group as insignificant.
RISKS RELATING TO THE GROUP
The Company is reliant on key executives and people
The Group’s business, development and prospects are dependent upon the continued services and performance of its Directors
and senior management. The experience and commercial relationships of the Directors and senior management will help the
Group execute its strategy. The Directors believe that the loss of services of any existing senior management, or failure to
attract and retain necessary people, could adversely impact the business, prospects, financial condition, results of operations
and development of the Group.
RISKS RELATING TO THE COMPANY’S ACQUSITION STRATEGY
The Company may not successfully identify and complete further suitable acquisition opportunities in the future
It is the Group’s strategy to grow the Mobio business and pursue acquisition opportunities that are complementary to the
Group’s business. Although Vox Capital is in discussions with a number of targets, the Company cannot estimate how long it
will take to conclude acquisitions or whether they will be concluded at all. If the Company fails to complete a proposed
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DIRECTOR’S REPORT
~ 13 ~
acquisition (for example, because it has been outbid by a competitor or there is an issue with the target company) it may be left
with substantial unrecovered transaction costs.
The desired synergies from acquisitions may not be realised
The Group level of profit will be reliant upon the existing business and the performance of any businesses acquired. The success
of the Company’s strategy in part depends upon the ability of the Group’s management team to apply their financial and sectoral
expertise to effect operational improvements in the acquired companies. There can be no guarantee that if acquisitions are
made that they will be a success and/or will be accretive to the profitability of the Group. This may be because the business
does not perform as expected as, there are difficulties in cross selling or up selling the Group’s offering to the acquired
company’s clients or vice versa or integrating sales efforts more generally. There can also be difficulties retaining and
incentivising the staff of the acquired business and retaining clients of the acquired business. In addition, even if the Company
completes an acquisition, general economic and market conditions or other factors outside the Company’s control could make
the Company’s operating strategies difficult or impossible to implement. All of these factors mean that the desired synergies
or economies of scale may not be achieved and therefore the acquisition has a negative effect on the profits of the Group and
takes up unexpected cash resource and management time. The Company will endeavour to avoid these risks through extensive
legal, financial and commercial due diligence and approach every acquisition with a plan on how it is to be integrated, however,
there can be no guarantee that these plans will be successful.
Acquisitions of private companies are subject to a number of risks
Although the Company is not ruling out acquiring a public company, it is focused on acquiring unlisted private companies.
Private companies may have limited operating histories and smaller market shares than publicly held businesses making them
more vulnerable to changes in market conditions or the activities of competitors. They are also often dependant on a small
number of key personnel who often will need to be motivated to stay with the business to continue its previous success. The
public disclosure requirements for private companies are usually significantly less than for public companies and the Company
will therefore be dependent on its due diligence and assurances obtained from the seller or sellers to understand the risks related
to the target business.
There can be no assurance that the due diligence undertaken with respect to a potential acquisition will reveal all relevant facts
that may be necessary to evaluate an acquisition including the determination of the price the Company may pay. Also, the seller
or sellers may provide information during the due diligence process that may be inadequate, incomplete, or inaccurate. If the
due diligence fails to uncover material issues or such issues are not disclosed, then the Company may have overpaid for the
target business and/or need to provide the target business with additional capital. This may result in the Group incurring
substantial impairment charges or other losses.
Statement of disclosure to auditors
Each person who is a Director at the date of approval of this Annual Report confirms that:
• So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware;
• Each Director has taken all the steps that he ought to have taken as Director in order to make himself aware of any relevant
audit information and to establish that the Company’s auditors are aware of that information; and
• Each Director is aware of and concurs with the information included in the Strategic Report.
Post Balance Sheet Events
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
organisation and which should be reflected.
Branches Outside the UK
The Group head office is in UK and the subsidiaries are located in US, Singapore and Hong Kong.
In accordance with Section 414C (1) of the Companies Act 2006, the Group chooses to report the review of the business, the
future outlook and the risks and uncertainties faced by the Company in the Strategic Report on pages 7 - 12.
Directors’ Remuneration Report
The Directors’ remuneration is disclosed in note 21.
The Company had one executive director.
The Remuneration Policy
It is the aim of the committee to remunerate executive directors competitively and to reward performance. The Remuneration
Committee determines the Company's policy for the remuneration of executive directors, having regard to the UK Corporate
Governance Code and its provisions on directors' remuneration.
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DIRECTOR’S REPORT
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Service agreements and terms of appointment
The directors have service engagement contracts with the Company.
No pension contributions were made by the Company on behalf of its directors.
This report was approved by the board on 24 September 2026.
On behalf of the board
__________________
John G Booth
Chairman
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INDEPENDENT AUDITOR’S REPORT
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TO THE MEMBERS OF VOX VALOR CAPITAL LIMITED
Opinion
We have audited the financial statements of Vox Valor Capital Limited (the “Company”) and its subsidiary undertakings
(together referred to as the “Group”) for the year ended 31 May 2026, which comprise:
• the consolidated statement of comprehensive income for the year ended 31 May 2026;
• the consolidated and company statement of financial position as at 31 May 2026;
• the consolidated statement of cash flows for the year ended 31 May 2026;
• the consolidated and company statement of changes in equity for the year ended 31 May 2026;
• notes to the financial statements, which include a summary of significant accounting policies and other explanatory
information
In our opinion, the financial statements:
• give a true and fair view of the state of the Group and Company ’s affairs as at 31 May 2026 and the Group’s loss for
the year then ended;
• and have been properly prepared in accordance with UK-adopted International Accounting Standards.
Our opinion is consistent with our reporting to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not
provided. We have provided no non-audit services to the Company or its controlled undertakings in the period under audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting
included carrying out a risk assessment which covered the nature of the group, its business model and related risks, the
requirements of the applicable financial reporting framework and the system of internal control. We evaluated the directors’
assessment of the group’s ability to continue as a going concern, including challenging the underlying data and key assumptions
used to make the assessment, and evaluated the directors’ plans for future actions in relation to their going concern assessment.
Additionally, we reviewed and challenged the results of management’s stress testing, to assess the reasonableness of economic
assumptions on the Group’s solvency and liquidity position.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Company’s or Group’s ability to continue as a going concern for
a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be $244,000
based on approximately 3% of the Group’s net assets for the financial period.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the
financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to
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INDEPENDENT AUDITOR’S REPORT
~ 16 ~
the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. We
determined performance materiality to be $183,000.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions
and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of $12,000. Errors below that threshold would
also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
Our group audit was scoped by obtaining an understanding of the group and its environment, including the group’s system of
internal control, and assessing the risks of material misstatement in the financial statements at the group level.
The Group has 3 components, Vox Valor Capital Limited (the listed legal parent company), Vox Capital Limited (the UK
registered holding company of Mobio Global Limited and two investment vehicles) and Mobio Global (“Mobio”) (the main
operating business of the group). In approaching the audit, we considered how the group is organised and managed.
Our group audit scope focused on the group’s principal operating business, Mobio, which was subject to a full scope audit
together with the listed legal parent company Vox Valor Capital Limited and Vox Capital Limited. Zenith Audit Ltd performed
the audit of both Vox Valor Capital Limited and Vox Capital Limited. The component auditors performed the audit of the
Mobio component and the specific scope on the investment vehicles.
The group audit team was actively involved in the direction of the audit and specific audit procedures performed by the
component auditor along with the consideration of findings and determination of conclusions drawn. As part of our audit
strategy, we issued group audit engagement instructions and discussed the instructions with the component auditor. A senior
member of the group audit team met with the component auditor and performed a review of the component audit files and we
discussed the audit findings with the component auditor.
We performed a full scope audit on the Group in accordance with ISAs (UK).
We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements.
In particular, we looked at areas where the Directors made subjective judgements, which involved making assumptions and
considering future events that are inherently uncertain, such as their going concern assessment.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance on our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
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INDEPENDENT AUDITOR’S REPORT
~ 17 ~
The use of the Going Concern basis of accounting was assessed as a key audit matter and has already been covered in an earlier
section of this report. The other key audit matters identified are described below.
Key audit matter
How our audit addressed the key audit matter
Valuation of investments at fair value
As at 31 May 2026, the Group held an
investment in Airnow Limited with a carrying
value of $11.6m, representing the majority of
the Group's total assets. The investment is
classified as a Level 2 financial instrument
and is valued using recent third-party share
transactions.
The valuation involves management
judgement in assessing whether the recent
share issuances provide appropriate evidence
of fair value and whether any adjustment is
required to the carrying value.
Accordingly, this was a significant risk for our
audit as there is a risk that the carrying value
of the investment could be materially
misstated.
To address the risk that the valuation of the investment in Airnow Limited
may be misstated, we performed the following procedures:
• Reviewed management's valuation memorandum and assessed
the valuation methodology applied.
• Obtained and inspected supporting evidence in respect of recent
third-party share issuances and fund-raising rounds.
• Obtained and reviewed the CEO confirmation supporting the
pricing, investor independence and arm's-length nature of the
transactions.
• Considered the rights attaching to the ordinary shares held and
assessed comparability with the recently issued shares.
• Independently recalculated the valuation using the £1.50 share
price and challenged management's assumptions.
• Considered contradictory evidence and evaluated whether it
indicated impairment or a different valuation conclusion.
• Consulted with a valuation specialist regarding the
appropriateness of the methodology adopted.
• Assessed whether the related disclosures in the financial
statements were appropriate.
Based on the procedures performed, we concluded that the valuation
methodology adopted by management was reasonable and that the
carrying value of the investment was appropriately stated.
Other Information
The other information comprises the information included in the annual report other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion
on the non-statutory financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the non-statutory financial statements themselves. If, based on
the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in respect of these matters.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company and Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
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INDEPENDENT AUDITOR’S REPORT
~ 18 ~
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below:
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined the
most significant are those that relate to the reporting framework ((UK-adopted international accounting standards), the
Companies Act 2006)) and the relevant tax compliance regulations in which the Company operates.
- We understood how the Company is complying with those frameworks by making enquiries on the management and those
responsible for legal and compliance procedures. We corroborated our enquiries through our review of board minutes and any
correspondence received from regulatory bodies.
- The senior statutory auditor led a discussion among the audit team on fraud risk. We assessed the susceptibility of the
Company's financial statements to material misstatement, including how fraud might occur by inquiring with management
during the planning, fieldwork and completion phase of our audit. We considered the controls that the Company has established
to address risks identified, or that otherwise prevent, deter and detect fraud and how management monitors those controls.
Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk including
revenue recognition. These procedures included testing manual journals and were designed to provide reasonable assurance
that the financial statements were free from fraud or error.
- Based on this understanding we designed our audit procedures to detect irregularities, including fraud. Testing undertaken
included making enquiries of the management; journal entry testing; review of bank letters, and any correspondence received
from regulatory bodies; reviewing financial statement disclosures and testing to supporting documentation to assess compliance
with applicable laws and regulations. These procedures were designed to provide reasonable assurance that the financial
statements were free from fraud or error
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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INDEPENDENT AUDITOR’S REPORT
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Appointment
We were appointed by the board on 30 July 2025. Our total uninterrupted period of engagement is 2 years.
Use of our report
This report is made solely to the Company’s members, in accordance with the terms of our engagement letter. Our audit work
has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
Filip Lyapov (Senior Statutory Auditor)
For and on behalf of
Zenith Audit Ltd
Statutory auditors
Third Floor North, Warwick House
65/66 Queen St,
London EC4R 1EB
28 September 2026
September 2026
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In US dollars
~ 20 ~
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2026
1 June 2025 – | 1 January 2024 – | ||
Notes | 31 May 2026 | 31 May 2025 | |
12 months | 17 months | ||
Operating income and expenses | |||
Sales revenue | 1 | ||
Total income | |||
Operating expenses | 2 | ( | ( |
Administrative expenses | 4 | ( | ( |
Audit and accountancy fees | ( | ( | |
Professional services | ( | ( | |
London Stock Exchange fee | ( | ( | |
Contractors’ fees | ( | ||
Legal and consulting fees | ( | ( | |
Depreciation of tangible/intangible assets | 11, 12 | ( | ( |
Right-of-use assets expense | 13 | ( | |
Total operating costs | ( | ( | |
OPERATING LOSS | ( | ( | |
Non-operational income and expenses | |||
Non-operating income | 5 | ||
Non-operating expenses | 5 | ( | ( |
NET NON-OPERATING RESULT | |||
Financial income and expenses | |||
Interest income/(expenses) | 6, 21 | ( | ( |
Financial income/(expenses), net | 7 | ||
NET FINANCIAL RESULT | ( | ( | |
LOSS BEFORE TAX | ( | ( | |
Profit tax | 8 | ||
Deferred taxes | 8 | ( | |
PROFIT/(LOSS) FOR THE PERIOD | ( | ( | |
OTHER COMPREHENSIVE INCOME | |||
Items that will not be reclassified subsequently to profit or loss | |||
Warrants expiration | |||
Foreign currency translation reserve | ( | ||
OTHER COMPREHENSIVE INCOME | |||
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD | ( | ( | |
Basic and diluted loss per share | 9 | ( | ( |
This report was approved by the board on 24 September 2026.
On behalf of the board
__________________
John G Booth
Chairman
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
In US dollars
~ 21 ~
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2026
This report was approved by the board on 24 September 2026
On behalf of the board
__________________
John G Booth
Chairman
Notes | 31 May 2026 | 31 May 2025 | |
ASSETS | |||
Non-current assets | |||
Investments | 10 | ||
Deferred tax assets | 8 | ||
Intangible assets | 12 | ||
Total non-current assets | |||
Current assets | |||
Trade and other receivables | 14 | ||
Cash at bank | 15 | ||
Total current assets | |||
TOTAL ASSETS | |||
EQUITY AND LIABILITIES | |||
EQUITY | |||
Share premium | 22 | ||
Share based payments | 23 | ||
Revaluation reserve | |||
Share capital | 22 | ||
Retained earnings | ( | ( | |
Foreign currency translation reserve | |||
TOTAL EQUITY | |||
LIABILITIES | |||
Non-current liabilities | |||
Loans (long term) | 17, 21 | ||
Total non-current liabilities | |||
Current liabilities | |||
Trade and other payables | 16 | ||
Other short-term liabilities | 18 | ||
Loans (short term) | 17, 21 | ||
Total current liabilities | |||
TOTAL LIABILITIES | |||
TOTAL EQUITY AND LIABILITIES |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
In US dollars
~ 22 ~
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 31 MAY 2026
Foreign | ||||||||
Notes | Share | Share | Share based | Revaluation | Retained | currency | Total equity | |
Capital | premium | payments | reserve | earnings | translation | |||
reserve | ||||||||
Balance at 1 June 2025 | ( | |||||||
Results from activities | ( | ( | ||||||
Other comprehensive income | 22, 23 | ( | ( | ( | (860,714) | |||
Balance at 31 May 2026 | ( | |||||||
Foreign | ||||||||
Notes | Share | Share | Share based | Revaluation | Retained | currency | Total equity | |
Capital | premium | payments | reserve | earnings | translation | |||
reserve | ||||||||
Balance at 1 January 2024 | ( | ( | ||||||
Transactions with owners | ||||||||
Results from activities | ( | ( | ||||||
Other comprehensive income | 22, 23 | ( | 1,774,865 | |||||
Balance at 31 May 2025 | ( |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
In US dollars
~ 23 ~
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE 12-MONTH PERIOD ENDED 31 MAY 2026
Notes | 31 May 2026 | 17 months to 31 | |
May 2025 | |||
OPERATING ACTIVITIES | |||
Loss before taxation | ( | ( | |
Adjustments for: | |||
Interest accrued | 6 | ||
Director's remuneration reserve | 23 | ||
Depreciation of tangible/intangible fixed assets | 11, 12 | ||
Depreciation of right-of-use assets | 13 | ||
Other expenses | ( | ||
Changes in working capital: | |||
Trade and other receivables | ( | ||
Trade and other payables | |||
Other liabilities | ( | ||
Interest payable | ( | ( | |
Accrued expenses | ( | ||
Cash used in operations | |||
Taxes reclaimed (paid) | |||
Total cash flow used in operating activities | |||
INVESTMENT ACTIVITIES | |||
Purchase/disposal of other intangible assets | ( | ||
Total cash flow used in investment activities | ( | ||
FINANCING ACTIVITIES | |||
Interest paid | ( | ( | |
Changes the value of Investments | |||
Loans given/received | ( | ||
Financial obligations (right-of-use) | ( | ||
Interest paid (right-of-use) | ( | ||
Total cash flow from financing activities | ( | ( | |
NET CASH FLOW | ( | ||
Exchange differences and translation differences on funds | ( | ||
CASH MOVEMENTS FOR THE PERIOD | ( | ( | |
Balance as of beginning of the period | |||
Movement for the period | ( | ( | |
Balance as of the end |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
GENERAL INFORMATION
~ 24 ~
Vox Valor Capital Ltd (former Vertu Capital Limited ) was incorporated in the Cayman Islands
registration number 291725.
The Group comprises from the parent company Vox Valor Capital LTD and the following subsidiaries:
• Mobio (Singapore) Pte Ltd Singapore 100% ownership by Vox Valor Capital LTD
• Vox Capital Ltd United Kingdom 100% ownership by Vox Valor Capital LTD
• Vox Valor Capital Pte Limited Singapore 100% ownership by Vox Capital Ltd
• Initium HK Limited Hong Kong 100% ownership by Vox Capital Ltd
• Mobio Global Limited United Kingdom 100% ownership by Vox Capital Ltd
• Mobio Global Inc . USA 100% ownership by Mobio Global Limited
Vox Valor Capital Ltd operates as a vehicle to consolidate businesses in the digital marketing, advertising and content sector.
To reporting date, the Group has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company
and has also acquired an equity interest in another UK based app monetisation and marketing group.
The Group’s strategy for the next period will be to operate Mobio and seek to acquire other complementary businesses in the
digital marketing, advertising and content sector. Unless required by applicable law or other regulatory process, no Shareholder
approval will be sought by the Company in relation to any future acquisition.
The Company is controlled by Vox Valor Holding LTD (UK).
Ultimate 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 resigned 23 December 2025)
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTING POLICIES
~ 25 ~
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTING POLICIES
~ 26 ~
GBP/USD | 31.05.2026 | 31.05.2025 |
Closing rate | 1,3454 | 1,3461 |
Average rate | 1,3440 | 1,2805 |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTING POLICIES
~ 27 ~
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTING POLICIES
~ 28 ~
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTING POLICIES
~ 29 ~
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTING POLICIES
~ 30 ~
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026 ACCOUNTS BREAKDOWN AND NOTES ~ 31 ~ | ||
31 May 2026 | 31 May 2025 | |
Country | 12-month | 17-month |
Singapore | 5,253,600 | 9,799,132 |
USA | 1,599,292 | 1,422,006 |
UK | 780,138 | 3,727,432 |
Total | 7,633,030 | 14,948,570 |
31 May 2026 | 31 May 2025 | |
Expenses | 12-month | 17-month |
Platforms and publishers’ fees | 7,536,502 | 14,808,969 |
Contractor fees | 96,528 | 139,601 |
Total | 7,633,030 | 14,948,570 |
Number of staff | 31 May 2026 | 31 May 2025 | ||
UK | 12-month | 2 | 17-month | 2 |
including Director | 2 | 2 | ||
Singapore | - | - | ||
USA | 1 | 1 | ||
including Director | 1 | 1 | ||
Total | 3 | 3 |
31 May 2026 | 31 May 2025 | |
Staff cost (operating and administrative) | 12-month | 17-month |
Wages & Salaries (top management) | 431,908 | 1,023,874 |
Social taxes (top management) | 30,460 | 50,380 |
Wages & Salaries | - | 22,735 |
Social taxes | - | 4,657 |
Total | 462,368 | 1,101,646 |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTS BREAKDOWN AND NOTES
~ 32 ~
31 May 2026 | 31 May 2025 | |
Interest expenses | 12-month | 17-month |
TDFD loan interest | 800,133 | 935,536 |
AdTech loan | 22,713 | 32,209 |
Mobile Marketing LLC | 3,004 | 4,242 |
Rent interest | - | 720 |
Total | 825,850 | 972,707 |
31 May 2026 | 31 May 2025 | |
Financial income/(expenses) | 12-month | 17-month |
FX differences | 8,754 | 112,719 |
Bank fee | (2,909) | (6,523) |
Total | 5,845 | 106,196 |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTS BREAKDOWN AND NOTES
~ 33 ~
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026 ACCOUNTS BREAKDOWN AND NOTES ~ 34 ~ | ||||
Loss for the period after tax for the purposes of basic and | 31 May 2026 | 31 May 2025 |
diluted earnings per share | (1,063,708) | (1,720,993) |
Number of ordinary shares | 2,388,395,171 | 2,388,395,171 |
Weighted average number of ordinary shares in issue for the purposes of basic earnings per share | 2,388,395,171 | 2,375,590,529 |
Loss per share (cent) | (0.04) | (0.07) |
Subsidiary undertakings | Country of incorporation | 31 May 2026 | 31 May 2026 |
Vox Capital Ltd | United Kingdom | 100% | 100% |
Vox Valor Capital Pte Ltd | Singapore | 100% | 100% |
Initium HK Ltd | Hong Kong | 100% | 100% |
Mobio Global Ltd | United Kingdom | 100% | 100% |
Mobio (Singapore) Pte Ltd | Singapore | 100% | 100% |
Subsidiary undertakings | Country of incorporation | 31 May 2026 | 31 May 2026 |
Mobio Global Inc. | USA | 100% | 100% |
Valuation | ||||
Investments at fair value | Translation | 2021 | ||
31 May 2025 | difference | reversing | 31 May 2026 | |
Airnow Limited shares | 12,438,095 | (6,282) | (854,196) | 11,577,617 |
Total | 12,438,095 | 11,577,617 |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTS BREAKDOWN AND NOTES
~ 35 ~
1 June 2025 – 31 May 2026 | 1 January 2024 – 31 May 2025 | |
12 months | 17 months | |
Cost | Office equipment | Office equipment |
As of period beginning | 3,772 | 3,567 |
Translation difference | - | 205 |
As of period end | 3,772 | 3,772 |
Depreciation | ||
As of period beginning | (3,772) | (1,783) |
Depreciation accumulated | - | (1,794) |
Translation difference | - | (195) |
As of period end | (3,772) | (3,772) |
Net book value | ||
As of period beginning | - | 1,784 |
As of period end | - | - |
1 June 2025 – 31 May 2026 | 1 January 2024 – 31 May 2025 | |
12 months | 17 months | |
Cost | Licenses | Licenses |
As of period beginning | 17,823 | 17,472 |
Additions | - | 16,953 |
Disposals | (17,823) | (17,573) |
Translation difference | - | 971 |
As of period end | - | 17,823 |
Depreciation | ||
As of period beginning | (14,798) | (8,358) |
Depreciation accumulated | (3,020) | (23,243) |
Disposals | 17,823 | 17,573 |
Translation difference | (5) | (770) |
As of period end | - | (14,798) |
Net book value | ||
As of period beginning | 3,025 | 9,114 |
As of period end | - | 3,025 |
1 June 2025 – 31 May 2026 | 1 January 2024 – 31 May 2025 | |
12 months | 17 months | |
Cost | Leased server | Leased server |
As of period beginning | - | 81,487 |
Disposals | - | (81,959) |
Translation difference | - | 472 |
As of period end | - | - |
Depreciation | ||
As of period beginning | - | (32,255) |
Additions | - | (10,245) |
Disposals | - | 42,687 |
Translation difference | - | (187) |
As of period end | - | - |
Net book value | ||
As of period beginning | - | 49,232 |
As of period end | - | - |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTS BREAKDOWN AND NOTES
~ 36 ~
15. Cash and cash equivalents
Cash
31 May 2026
31 May 2025
Cash at bank
27,654
53,235
Total
27,654
53,235
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTS BREAKDOWN AND NOTES
~ 37 ~
Financial assets | 31 May 2026 | 31 May 2025 |
Financial assets measured at amortised cost: | ||
Trade receivables (external) | 1,692,077 | 1,820,070 |
Other receivables | 132,698 | 140,028 |
Trade receivables (internal) | 38,983 | 35,086 |
Cash at bank | 27,654 | 53,235 |
Total | 1,891,412 | 2,048,419 |
Financial liabilities | 31 May 2026 | 31 May 2025 |
Financial liabilities measured at amortised cost: | ||
Trade payables (external) | 2,737,478 | 2,282,022 |
Total | 2,737,478 | 2,282,022 |
31 May 2026 | 31 May 2025 | |
Trade receivables | 1,692,077 | 1,820,070 |
Prepayments | 132,698 | 140,028 |
Trade and other receivables – related parties | 38,983 | 35,086 |
Total | 1,863,758 | 1,995,184 |
Less than 6 | 6-12 | Between 1 | Between 2 | Carrying | |
months | months | and 2 years | and 5 years | amount | |
Loans (long term) | - | - | - | 3,745,015 | 3,745,015 |
Loans (short term) | 5,366 | - | - | - | 5,366 |
Trade and other payables | 2,739, 471 | - | - | - | 2,739,471 |
Other liabilities | 205,616 | - | - | - | 205,616 |
Total | 2,950,453 | - | - | 3,745,015 | 6,695,468 |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTS BREAKDOWN AND NOTES
~ 38 ~
Less than 6 | 6-12 | Between 1 | Between 2 | Carrying | |
months | months | and 2 years | and 5 years | amount | |
Loans (long term) | - | - | - | 3,217,313 | 3,217,313 |
Loans (short term) | 30,639 | - | - | - | 30,639 |
Trade and other payables | 2,284,174 | - | - | - | 2,284,174 |
Other liabilities | 297,210 | - | - | - | 297,210 |
Total | 2,612,023 | - | - | 3,217,313 | 5,829,336 |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTS BREAKDOWN AND NOTES
~ 39 ~
Debtor | Affiliated party | Description | 31 May | 31 May |
Intercompany | 2026 | 2025 | ||
Vox Capital Ltd | Vox Valor Holding Ltd. | 38,983 | 35,086 | |
account | ||||
Total: | 38,983 | 35,086 |
Debtor | Affiliated party | Description | 31 May | 31 May |
2026 | 2025 | |||
Mobio(Singapore) PTE | Adtech Solutions Ltd | Service agreement | 1,253,564 | 1,365,383 |
LTD | ||||
Mobio Global Ltd | Mobile Marketing LLC | Service agreement | 213,696 | 213,696 |
Mobio Global Ltd | Adtech Solutions Ltd | Service agreement | 115,497 | 94,590 |
Total: | 1,582,757 | 1,673,669 |
Creditor | Affiliated party | Description | 31 May | 31 May |
2026 | 2025 | |||
Mobio (Singapore) Pte | Mobile Marketing LLC | Audit fees | 15,581 | 15,734 |
Ltd | compensation | |||
Mobio Global Ltd | Mobile Marketing LLC | Audit fees | 13,922 | 41,207 |
compensation | ||||
Total: | 29,503 | 56,941 |
31 May | 31 May | |||
Creditor | Affiliated party | Description | 2026 | 2025 |
Vox Capital Ltd | Triple Dragon Funding Delta Ltd | Principal | 3,256,174 | 2,754,171 |
Vox Capital Ltd | Triple Dragon Funding Delta Ltd | Interest | 5,366 | 30,639 |
Mobio Global Ltd | Adtech Solutions Ltd | Principal | 302,641 | 302,641 |
Mobio Global Ltd | Adtech Solutions Ltd | Interest | 129,821 | 107,122 |
Vox Capital Ltd | Mobile Marketing LLC | Principal | 40,000 | 40,000 |
Vox Capital Ltd | Mobile Marketing LLC | Interest | 16,379 | 13,379 |
Total: | 3,750,381 | 3,247,952 |
1 June 2025 – | 1 January 2024 – | ||
Contractor | Affiliated party | 31 May 2026 | 31 May 2025 |
12 months | 17 months | ||
Mobio (Singapore) Pte Ltd | Adtech Solutions Ltd | 5,097,172 | 3,771,184 |
Mobio Global Ltd | Adtech Solutions Ltd | 1,316,605 | 7,873,583 |
Mobio (Singapore) Pte Ltd | Triple Dragon Services OÜ | - | (44,500) |
6,413,777 | 11,600,267 |
1 June 2025 – | 1 January 2024 – | ||
Contractor | Affiliated party | 31 May 2026 | 31 May 2025 |
12 months | 17 months | ||
Mobio Global Ltd | Adtech Solutions Ltd | 401,077 | - |
401,077 | - |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTS BREAKDOWN AND NOTES
~ 40 ~
1 June 2025 – | 1 January 2024 – | ||
Contractor | Affiliated party | 31 May 2026 | 31 May 2025 |
12 months | 17 months | ||
Vox Capital Ltd | Triple Dragon Funding Delta Ltd | 800,133 | 935,536 |
Mobio Global Ltd | Adtech Solutions Ltd | 22,713 | 32,209 |
Vox Capital Ltd | Mobile Marketing LLC | 3,004 | 4,242 |
825,850 | 971,987 |
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, COPMRISING SIGNIFICANT ACCOUNTING
POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MAY 2026
ACCOUNTS BREAKDOWN AND NOTES
~ 41 ~
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE THE YEAR ENDED 31 MAY 2026
In US dollars
~ 42 ~
STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2026
Notes
31 May 2026
31 May 2025
ASSETS
Non-current assets
Investments
3
9,417,854
9,422,964
Total non-current assets
9,417,854
9,422,964
Current assets
Cash at bank
-
818
Total current assets
-
818
TOTAL ASSETS
9,417,854
9,423,782
LIABILITIES
Current liabilities
Trade and other payables
4
785,073
603,060
Total current liabilities
785,073
603,060
TOTAL LIABILITIES
785,073
603,060
NET ASSETS
8,632,781
8,820,722
EQUITY
Consideration Shares
9
29,559,116
29,559,116
Share capital
8
1,605,600
1,605,600
Share based payment reserve
-
613,250
Share premium
-
(278,750)
Accumulated losses
(27,402,175)
(27,553,718)
Foreign currency translation reserve
4,870,240
4,875,224
TOTAL EQUITY
8,632,781
8,820,722
Approved
Director _____________________ John G Booth
24 September 2026
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE THE YEAR ENDED 31 MAY 2026
In US dollars
~ 43 ~
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2026
Notes
31 May 2026
12-month
31 May 2025
17-month
Sales revenue
-
-
Total income
-
-
Other operating expenses
1
(184,087)
(799,378)
OPERATING PROFIT/(LOSS)
(184,087)
(799,378)
Non-operating income/(expenses)
1
-
(24,801,314)
NON-OPERATING RESULT
-
(24,801,314)
Financial income/(expenses)
1
1,255
(4,975)
FINANCIAL RESULT
1,255
(4,975)
Income tax expense
-
-
LOSS FOR THE PERIOD ATTRIBUTABLE TO
EQUITY HOLDERS OF THE COMPANY
182,957
(25,605,667)
OTHER COMPREHENSIVE INCOME
Warrant expiration
334,500
-
Foreign currency translation reserve
(4,984)
4,855,279
TOTAL COMPREHENSIVE INCOME / (LOSS)
FOR THE PERIOD
146,559
(20,750,388)
Approved
Director _____________________ John G Booth
24 September 2026
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE THE YEAR ENDED 31 MAY 2026
In US dollars
~ 44 ~
STATEMENT OF CHANGES OF EQUITY
FOR THE YEAR ENDED 31 MAY 2026
Notes
Share
Capital
Share
premium
Share based
payment reserve
Consideration
Shares
Retained
earnings
Foreign
currency
translation
reserve
Total
equity
Balance at 1 June 2025
1,605,600
(278,750)
613,250
29,559,116
(27,553,718)
4,875,224
8,820,722
Retained earnings
-
-
-
-
(182,957)
-
(182,957)
Other comprehensive income
-
278,750
(613,250)
-
334,500
(4,984)
(4,984)
Balance at 31 May 2026
1,605,600
-
-
29,559,116
(27,402,175)
4,870,240
8,632,781
Notes
Share
Capital
Share
premium
Share based
payment
reserve
Consideration
Shares
Retained
earnings
Foreign
currency
translation
reserve
Total
equity
Balance at 1 January 2024
1,605,600
-
-
33,664,794
(1,948,051)
19,945
33,342,288
Proceeds from issuance of
ordinary shares
9
-
-
-
75,450
-
-
75,450
Retained earnings
-
-
-
-
(25,605,667)
-
(25,605,667)
Other comprehensive income
-
(278,750)
613,250
(4,181,128)
-
4,855,279
1,008,651
Balance at 31 May 2025
1,605,600
(278,750)
613,250
29,559,116
(27,553,718)
4,875,224
8,820,722
Approved
Director _____________________ John G Booth
24 September 2026
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE THE YEAR ENDED 31 MAY 2026
In US dollars
~ 45 ~
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2026
31 May 2026
31 May 2025
Cash flow from operating activities
Loss before tax
(182,957)
(25,605,667)
Investment impairment
-
24,897,145
Director's remuneration reserve
-
384,146
Changes in working capital
Other payables
9,669
(84,917)
Other payables - related parties
172,344
364,307
Total cash provided by operating activities
(944)
(44,986)
Cash flow from financing activities
Proceeds from issuance of ordinary shares
-
75,450
Net cash generated from financing activities
-
75,450
Net increase / (decrease) in cash and cash equivalents
(944)
30,464
Translation difference
126
(30,046)
Cash and cash equivalents at beginning of year
818
400
Cash and cash equivalents at end of year
-
818
Approved
Director _____________________ John G Booth
24 September 2026
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2026
~ 46 ~
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 and Sergey Konovalov.
Management (Directors)
Since 30 September 2022:
• John G Booth (Non-Executive Chairman)
• Konstantin Khomyakov (Finance Director) up to 23.12.2025
• Rumit Shah (Non-Executive Director)
Going concern
Based on the Company’s financial performance and the explicit financial support from the ultimate parent company, the
directors have a reasonable expectation that the Company has adequate resources to continue in existence for at least 12 months
from the date of approval these financial statements. The Board of Directors therefore continues to adopt the going concern
basis of accounting in preparing the financial statements.
ACCOUNTING POLICIES
The Financial Statements have been prepared in accordance with the UK-adopted International Accounting Standards (“UK-
adopted IAS”) 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
These financial statements cover a reporting period of 12-months to 31 May 2026, with comparative information relating to a
17-month period to 31 May 2025. The comparative information is not entirely comparable with the current reporting period.
General
An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits
attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the
statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic
benefits and the amount of the obligations can be measured with sufficient reliability.
If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have
been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and
liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured
with sufficient reliability.
The income and expenses are accounted for during the period to which they relate. Revenue is recognised when control over
service is transferred to a customer.
The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and
expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly
assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision.
The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items
in the financial statement.
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2026
~ 47 ~
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.
GBP/USD
31.05.2026
GBP/USD
31.05.2025
Closing rate
1,3454
Closing rate
1,3461
Average rate
1,3440
Average rate
1,2805
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 recognised 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.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and
where the company has significant influence. The company considers that it has significant influence where it has the power
to participate in the financial and operating decisions of the associate.
Entities in which the company has a long-term interest and shares control under a contractual arrangement are classified as
jointly controlled entities.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form
an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose
only on the cash flow statement.
The cash flow statement from operating activities is reported using the indirect method.
Financial instruments
Financial assets and financial instruments are recognised on the statement of financial position when the Company becomes a
party to the contractual provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition
depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them.
The classification depends on the purpose for which the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.
As at the reporting date, the Company did not have any financial assets subsequently measured at fair value.
Financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield
basis.
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2026
~ 48 ~
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or
they expire.
Taxation
The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that
have been enacted or substantively enacted by the reporting date.
Deferred income tax is provided for using the liability method on temporary differences at the reporting date between the tax
basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are
recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can
be utilised.
The carrying amount of deferred income tax assets is assessed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that is probable
that future taxable profits will allow the deferred income tax asset to be recovered.
Operating segments
The operating segments identifies based on internal reporting for decision-making. The Company is operated as one business
with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating
decision maker) considers that The Company has one operating segment.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have been issued by International Accounting
Standards Board but are not yet effective and in some cases have not yet been adopted. The Directors do not expect that the
adoption of these standards will have a material impact on the financial statements of the Company in future periods.
ACCOUNTS BREAKDOWN AND NOTES
1. Current year earnings
Other operating expenses
31 May 2026
12-month
$
31 May 2025
17-month
$
Director’s remuneration reserve
-
(384,146)
Audit & accountancy fees
(70,985)
(52,385)
Professional Service Fees
(57,485)
(266,889)
London Stock Exchange fee
(53,694)
(81,377)
IT Software and Consumables
(1,922)
(13,107)
Legal Expenses
-
(1,474)
Total
(184,087)
(799,378)
31 May 2026
12-month
$
31 May 2025
17-month
$
Non-operating income/(expense)
Accruals cancelling
-
57,826
Accounts payable writing-off
-
37,883
Other income
-
779
Investment impairment (Note 3)
-
(24,897,145)
Other expenses
(125)
(657)
Total
(125)
(24,801,314)
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2026
~ 49 ~
Financial income/expense
31 May 2026
12-month
$
31 May 2025
17-month
$
FX difference (gain)
1,255
-
FX difference (loss)
-
(4,975)
Total
(1,255)
(4,975)
2. Income tax expense
The Company is regarded as resident for the tax purposes in Cayman Islands. No tax is applicable to the Company for the
period ended 31 May 2026.
The Company has incurred indefinitely available tax losses of $2,802,429 (as of 31 May 2025: $2,272,427) to carry forward
against future taxable income. No deferred income tax asset has been recognised in respect of the losses carried forward, due
to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify
this.
3. Investments in subsidiaries
As at the period ended 31 May 2026, the Company had the subsidiaries:
Subsidiary undertakings
Country of incorporation
31 May 2026
31 May 2025
Vox Capital Ltd
United Kingdom
100%
100%
Mobio (Singapore) Pte Ltd
Singapore
100%
100%
Investment movement as of 31 May 2026:
Investment movement as of 31 May 2025:
Investment impairment.
Management did the impairment test as at 31.05.2026 and Investment in Vox Capital Group was revalued to the value of net
asset of the Group corresponding with the Retained earnings.
4. Trade and other payables
Other payables
31 May 2026
$
31 May 2025
$
Other creditors
35,025
25,356
Total
35,025
25,356
Other payables – related parties
31 May 2026
$
31 May 2025
$
Vox Capital Ltd
749,048
576,704
Mobio Global Ltd
1,000
1,000
Total
750,048
577,704
The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing
Cost as of
31 May 2025
$
Movement
31 May
2026
$
Revaluation
Impairment
$
$
Vox Capital Ltd.
9,421,964
(5,110)
-
9,416,854
Mobio (Singapore) Pte Ltd
1,000
-
-
1,000
Total
9,422,964
(5,110)
-
9,417,854
Cost as of
31 December
2023
$
Movement
31 May
2025
$
Revaluation
Impairment
$
$
Vox Capital Ltd.
33,664,794
654,315
(24,897,145)
9,421,964
Mobio (Singapore) Pte Ltd
764
236
-
1,000
Total
33,665,558
654,551
(24,897,145)
9,422,964
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2026
~ 50 ~
and are normally settled monthly.
5. Financial instruments
The Company’s financial instruments may be analysed as follows:
Financial assets
31 May 2026
$
31 May 2025
$
Financial assets measured at amortised cost:
Cash at bank
-
818
Total
-
818
Financial liabilities
31 May 2026
$
31 May 2025
$
Financial liabilities measured at amortised cost:
Other payables – related parties
750,048
577,704
Other payables
35,025
25,356
Total
785,073
603,060
The Company’s income, expense, gains and losses for the year ended 31.05.2026 in respect of financial assets measured at fair
value through profit or loss realised fair value gains of nil (for the 17 month period ended period 31.05.2025: nil).
6. 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.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their carrying value.
Other risks
The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be
taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services
provision and compliance with information security of data. Also, The 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.
7. Related parties transactions
Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant
influence in making financial and operational decisions.
The related parties of the Company are:
• Petrus Cornelis Johannes Van Der Pijl - Director, international group member (the ultimate beneficiary).
• Stefans Keiss - international group member (the ultimate beneficiary).
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5
VOX VALOR CAPITAL LIMITED
PARENT COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2026
~ 51 ~
• Sergey Konovalov - international group member (the ultimate beneficiary).
• Vox Valor Holding Ltd – ultimate parent
• Mobio (Singapore) Pte.Ltd – subsidiary of Vox Valor Capital LtdVox 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:
Other payables – related parties
31 May 2026
$
31 May 2025
$
Vox Capital Ltd
749,048
576,704
Mobio Global Ltd
1,000
1,000
Total
750,048
577,704
8. Share capital
Number of
shares
Share capital
£
Share capital
$
As at 1 June 2025
143,999,998
1,440,000
1,605,600
Additional
-
-
-
As at 31 May 2026
143,999,998
1,440,000
1,605,600
9. Capital management
The Company’s objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and
benefits for other stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, The Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
10. 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
organisation and which should be reflected.
The Company intends to expand its presence in the international advertising market in the coming years.
11. Auditors’ limitation liability agreement
An auditors' limitation of liability agreement has been approved by the members for the year ended 31 May 2026. 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.
- The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above.
Docusign Envelope ID: 636DA455-2A94-8D40-8236-7E85E96057F5