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Half-year Financial Report

27th Feb 2026 07:00

RNS Number : 5898U
Vox Valor Capital Limited
27 February 2026
 

27 February 2026

 

Vox Valor Capital Limited

("Vox Valor", the "Company" or the "Group")

Interim Results for the six months ended 30 November 2025

 Vox Valor (LSE: VOX), is pleased to announce its unaudited interim financial statements for the six-month period ended 30 November 2025

 For additional information please contact:

 

Konstantin Khomyakov

Tel: +1 (345) 949-4544

Email: [email protected]

AlbR Capital Limited

David Coffman / Dan Harris

Tel: +44 (0)207 399 9400

 

INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025

I am pleased to present the Vox Valor Capital Limited ("Vox Valor" or "the Company") unaudited interim results for the six months ended 30 November 2025.

About the Company

The Vox Valor Group ("Vox Valor Group" or "the Group") is engaged in providing mobile marketing and advertising related services and these are conducted through its 100% owned UK operating subsidiary Mobio Global Limited ("Mobio Global"), its 100% owned Singapore operating subsidiary Mobio Singapore Pte Ltd. ("Mobio Singapore") and its 100% owned US operating subsidiary Mobio Global Inc. ("Mobio US"). The Group employs 30 contractors and employees in total across its subsidiaries.

The Group was formed in 2022 upon the reverse takeover ("RTO") of Vox Capital Limited, a company that acquired Mobio in 2020 as part of its strategy to grow its mobile marketing and advertising technology services and product offering and to grow Mobio in the European and American markets.

Mobio operates as the Group's specialist mobile growth platform, delivering performance-led marketing solutions to developers and publishers of mobile applications and games. Its principal capability is user acquisition, where it designs, executes and optimises data-driven campaigns across major digital channels to deliver scalable growth. These campaigns are structured to achieve efficient cost-per-action metrics while supporting sustainable expansion of clients' user bases and revenue generation.

Alongside user acquisition, Mobio provides a complementary suite of services designed to enhance overall marketing effectiveness. These include app store optimisation, aimed at improving organic visibility and conversion performance within leading app marketplaces, and retargeting solutions delivered via the Group's proprietary Feedwise platform to re-engage existing users and increase lifetime value. Mobio also develops mobile-focused creative assets and video content for clients that do not maintain in-house production capability, and provides digital strategy and advisory services to support broader growth objectives.

While the Group continues to broaden its client portfolio across Mobio Global, Mobio Singapore and Mobio US, the United States remains the principal strategic focus given the scale and depth of the US adtech market.

Summary of Trading Results

Management's focus in the reporting period was on the Group's financial performance.

For the 6 months' period ended 30 November 2025, Vox Valor reported revenues of USD 5.2m (2024: USD 6.2m), including:

1 June - 30 November 2025

1 June - 30 November 2024

Mobio Singapore

USD 3.2m

USD 3.6m

Mobio Global US

USD 1.1m

USD 0.6m

Mobio Global UK

USD 0.9m

USD 2.0m

The reduction in Group revenue to USD 5.2m (2024: USD 6.2m) reflects a deliberate reallocation of commercial focus and investment during the period. In line with the Board's strategy to prioritise the United States - the Group's largest addressable market within the global adtech sector - resources were increasingly directed towards expanding Mobio Global US. This resulted in revenue growth in the US business to USD 1.1m (2024: USD 0.6m), alongside a corresponding increase in its cost base as the Group invested in sales capability, partnerships and market footprint to support scalable growth.

Operating expenses were USD 4.6m for the 6 months' period ended 30 November 2025 (2024: USD 5.9m).

1 June - 30 November 2025

1 June - 30 November 2024

Mobio Singapore

USD 3.3m

USD 3.7m

Mobio Global US

USD 1.1m

USD 0.7m

Mobio Global UK

USD 0.2m

USD 1.5m

Conversely, turnover in the UK declined to USD 0.9m (2024: USD 2.0m), reflecting a reduced emphasis on lower-margin activity and a more selective client strategy in that market. The prior period included a number of campaigns and customer relationships that were not renewed as the Group shifted capital and management attention towards higher-growth opportunities in the US. The associated reduction in UK operating expenses to USD 0.2m (2024: USD 1.5m) demonstrates active cost management and the repositioning of the Group's operating model in support of its strategic priorities.

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.

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 30 November 2025, the Group had cash balances of USD 65k and available credit lines. The Group's forecasts and projections, taking into account reasonably possible changes in the level of overheads, indicate that the company should be able to operate within its available cash resources. At the time of approving these interim financial statements the Directors have a reasonable expectation that the Group has adequate resources to continue operations for the foreseeable future. Group continue to adopt the going concern basis of accounting in preparing the financial statements.

Interim Financial Information

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

Post-Period Events

There are no significant events occurred after reporting date.

Principal Risks and Uncertainties

Risk consideration is the essence of all business and investment activities and in relation to risk, the Company's primary objective is to minimise the likelihood of a material adverse outcome arising from causes that are reasonably foreseeable, which includes both 'upside' (opportunities) and 'downside' (threats) risks.

The principal risks and uncertainties for the remaining 6 months of the current financial period remain unchanged from those described in the Company's annual report for the year ended 31 May 2025.

 

 

 

ALL FIGURES ARE IN US DOLLARS

 

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

for the 6-month period ended 30 November 2025

 

Notes

 

30 November 2025

 

30 November 2024

Operating income and expenses

Sales revenue

1

5,170,751

6,207,479

Total income

5,170,751

 

6,207,479

Operating expenses

2

(4,552,693)

(5,850,502)

Administrative expenses

4

(292,119)

(311,287)

Audit and accountancy fees

(139,292)

(76,795)

London Stock Exchange fee

(34,616)

(36,410)

Professional services

(33,500)

(83,443)

Contractors' fees

-

(35,824)

Legal and consulting fees

(21,304)

(56,578)

Depreciation of tangible/intangible assets

11, 12

(3,016)

(9,530)

Right-of-use assets expense

13

-

(1,723)

Total operating costs

(5,076,540)

(6,462,092)

 

OPERATING PROFIT (LOSS)

 

94,211

 

(254,613)

 

Non-operational income and expenses

Non-operating income

5

432,171

5,155

Non-operating expenses

5

 

(267)

(3,511)

NET NON-OPERATING RESULT

 

431,904

1,644

 

Financial income and expenses

Interest income/(expenses)

6

(396,390)

(341,293)

Financial income/(expenses), net

7

(53,226)

(21,808)

NET FINANCIAL RESULT

 

(449,616)

 

(363,101)

 

PROFIT (LOSS) BEFORE TAX

 

76,499

 

(616,070)

Profit tax

-

-

Deferred taxes

8

(72,578)

6,059

PROFIT/(LOSS) FOR THE PERIOD

 

3,921

 

(610,011)

 

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified subsequently to profit or loss

Foreign currency translation reserve

(218,027)

82,936

OTHER COMPREHENSIVE INCOME

 

(218,027)

 

82,936

 

 

 

 

 

TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD

 

(214,106)

 

(527,075)

 

 

 

 

 

Basic and diluted loss per share

 

0,0002

(0,03)

 

 

Unaudited condensed consolidated statement of financial position as at 30 November 2025

 

 

Notes

 

30 November 2025

 

31 May 2025

ASSETS

 

Non-current assets

 

Investments

10

12,240,259

12,438,095

Deferred tax assets

8

447,287

521,755

Intangible assets

12

-

3,025

Total non-current assets

 

 

 

12,687,546

 

12,962,875

 

Current assets

 

Trade and other receivables

14

1,832,441

1,995,184

Cash at bank

15

64,809

53,235

Total current assets

 

 

 

1,897,250

 

2,048,419

TOTAL ASSETS

 

 

 

14,584,796

 

15,011,294

 

EQUITY AND LIABILITIES

 

EQUITY

 

Share Capital

22

195,879

195,879

Share premium

22

13,424,465

13,145,715

Share based payments

24

2,002,170

2,002,170

Share based payment reserve

24

-

613,250

Revaluation reserve

1,526,952

1,526,952

Retained earnings

(8,845,253)

(8,849,174)

Foreign currency translation reserve

329,139

547,166

TOTAL EQUITY

 

 

 

8,633,352

 

9,181,958

 

LIABILITIES

 

Non-current liabilities

 

Loans (long term)

17

3,421,376

3,217,313

Total non-current liabilities

 

 

 

3,421,376

 

3,217,313

 

Current liabilities

 

Trade and other payables

16

2,316,164

2,284,174

Other short-term liabilities

18

181,137

297,210

Loans (short term)

17

32,767

30,639

Total current liabilities

 

 

 

2,530,068

 

2,612,023

 

TOTAL LIABILITIES

 

 

 

5,951,444

 

5,829,336

TOTAL EQUITY AND LIABILITIES

 

 

 

14,584,796

 

15,011,294

 

 

 

Unaudited condensed consolidated statement of changes in equity for the period ended 30 November 2025

Notes

 

Share Capital

 

Share premium

 

Share based payments

 

Share based payment reserve

 

Revaluation reserve

 

Retained earnings

 

Foreign currency translation reserve

 

Total equity

Balance at 1 June 2025

 

 

195,879

 

13,145,715

 

2,002,170

 

613,250

 

1,526,952

 

(8,849,174)

 

547,166

 

9,181,958

Transactions with owners

-

-

-

-

-

-

-

 

-

Results from activities

 

-

-

-

-

-

3,921

-

 

3,921

Other comprehensive income

24

-

278,750

-

(613,250)

-

-

(218,027)

 

(552,527)

Balance at 30 November 2025

 

 

195,879

 

13,424,465

 

2,002,170

 

-

 

1,526,952

 

(8,845,253)

 

329,139

 

8,633,352

 

 

 

Notes

 

Share Capital

 

Share premium

 

Share based payments

 

Share based payment reserve

 

Revaluation reserve

 

Retained earnings

 

Foreign currency translation reserve

 

Total equity

Balance at 1 January 2024

 

 

194,426

 

13,424,392

 

1,926,720

 

-

 

854,196

 

(7,128,181)

 

(220,443)

 

9,051,110

Transactions with owners

24

1,453

73

75,450

-

-

-

-

 

76,976

Results from activities

 

-

-

-

-

-

(1,720,993)

-

 

(1,720,993)

Other comprehensive income

24

-

(278,750)

-

613,250

672,756

-

767,609

 

1,774,865

Balance at 31 May 2025

 

 

195,879

 

13,145,715

 

2,002,170

 

613,250

 

1,526,952

 

(8,849,174)

 

547,166

 

9,181,958

 

Unaudited condensed consolidated statement of cash flows for the period ended 30 November 2025

Notes

30 November 2025

 

31 May 2025

OPERATING ACTIVITIES

 

Loss before taxation

76,499

(1,800,592)

Adjustments for

 

Interest not paid (received)

17

236,872

701,262

Director's remuneration reserve

(402,621)

384,146

Depreciation of tangible/intangible fixed assets

11, 12

3,016

19,981

Depreciation of right-of-use assets

13

-

10,226

Other expenses

-

(8,115)

Trade and other receivables

14

162,743

(698,667)

Trade and other payables

16

31,990

1,665,816

Other liabilities

18

(116,073)

130,647

Accrued expenses

-

(20,448)

Cash used in operations

 

(7,574)

 

384,256

 

Taxes reclaimed (paid)

-

-

Total cash flow used in operating activities

 

(7,574)

 

384,256

 

INVESTMENT ACTIVITIES

 

Purchase/disposal of other intangible assets

12

-

(16,921)

Total cash flow used in investment activities

 

-

 

(16,921)

 

FINANCING ACTIVITIES

 

Changes the value of Investments

24

-

75,450

Loans given/received

17

-

(20,401)

Financial obligations (right-of-use)

-

(6,268)

Interest paid (right-of-use)

-

(718)

Total cash flow from financing activities

 

-

 

48,063

 

NET CASH FLOW

 

 

(7,574)

 

415,398

 

Exchange differences and translation differences on funds

19,148

(506,345)

CASH MOVEMENTS FOR THE PERIOD

 

11,574

 

(90,947)

 

Balance as of beginning of the period

53,235

 

144,182

Movement for the period

11,574

(90,947)

Balance as of the end

64,809

 

53,235

Notes to the unaudited condensed consolidated financial statements, comprising significant accounting policies and other explanatory information for the 6-month period ended 30 November 2025

 

GENERAL INFORMATION

Vox Valor Capital LTD (the "Company").

Vox Valor Capital Ltd (former Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The Company's registered office is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.

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

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

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

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

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

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

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

 

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

Vox Valor Capital Ltd operates as a vehicle to consolidate businesses in the digital marketing, advertising and content sector. To reporting date, the Group has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company and has also acquired an equity interest in another UK based app monetisation and marketing group.

The Group's strategy for the next period will be to operate Mobio and seek to acquire other complementary businesses in the digital marketing, advertising and content sector. Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to any future acquisition.

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

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

Management (Directors)

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

· Rumit Shah (Non-Executive Director)

· Konstantin Khomyakov (Finance Director) until 23 December 2025

Going concern

At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Management continues to adopt the going concern basis of accounting in preparing the financial statements.

 

ACCOUNTING POLICIES

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

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

The notes are an integral part of the financial statements.

Reporting period

Financial statements represent the financial reporting period of the Group from 1 June 2025 till 30 November 2025 with comparative information relating to a 6-month period ended 30 November 2024.

General

An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligations can be measured with sufficient reliability.

If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured with sufficient reliability.

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

The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision. The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items in the financial statement.

Basis of consolidation

Consolidated financial statements reflect the substance of the transaction. The substance of the transaction is Vox Capital Ltd, the accounting acquirer (operating company) has made a share-based payment to acquire a listing along with the listed company's cash balances and other net assets. The transaction is therefore accounted for in accordance with IFRS 2.

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

On 30 September 2022 the Company acquired:

· Vox Capital Ltd (United Kingdom).

· Vox Valor Capital Singapore Pte Limited (Singapore)

· Initium HK Limited (Hong Kong)

· Mobio Global Ltd (United Kingdom).

· Mobio Global Inc. (US)

· Mobio (Singapore) Pte Ltd (Singapore)

Principles for foreign currency translation

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

Receivables, liabilities, and obligations denominated in any currency other than USD are translated at the exchange rates prevailing as of the reporting date.

Transactions in any currency other than USD during the financial year are recognized in the financial statements at the average annual exchange rate. The exchange differences resulting from the translation as of the reporting date, taking into account possible hedging transactions, are recorded in the consolidated statement of profit or loss and other comprehensive income.

The nominal value of the share capital and other share components of the subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of sterling (GBP) and translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the line "Foreign currency translation reserve" in the statement of financial position.

 

GBP/USD

 

30.11.2025

 

31.12.2025

 

30.11.2024

Closing rate

1,3461

1,3461

1,3232

Average rate

1,2805

1,2805

1,3421

 

 

Revenue

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

Records of mobile marketing services charges are generated in an aggregated amount for each category and are manually entered into the accounting system on a monthly basis.

Revenue recognition

Revenue is measured based on specific contract terms and excludes amounts collected on behalf of any third parties. Revenue is recognized when control over service is transferred to a customer.

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

Revenue from mobile advertising services

Revenue from mobile marketing services primarily includes the income generated as a result of providing mobile marketing services by the Group. The Group utilizes a combination of pricing models and revenue is recognized when the related services are delivered based on specific contract terms, which are commonly based on:

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

 b) agreed rebates to be earned from certain publishers.

Specified actions

Revenue is recognized on a CPA basis once agreed actions (download, activation, registration, etc.) are performed. Individually, none of the factors can considered presumptive or determinative, because the Group is the primary obligor responsible for (1) identifying and contracting third-party advertisers considered as customers by the Group; (2) identifying mobile publishers to provide mobile spaces where mobile publishers are considered as suppliers; (3) establishing prices under the CPA model; (4) performing all billing and collection activities, including retaining credit risk; and (5) bearing sole responsibility for the fulfillment of advertising services, the Group acts as the principal of these arrangements and therefore recognizes the revenue earned and costs incurred related to these transactions on a gross basis.

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

Determining whether the Group is acting as a principal or as an agent in the provision of mobile marketing services requires judgements and considerations of all relevant facts and circumstances. The Group is a principal to a transaction if the Group obtains control over the services before they are transferred to customers. If the level of control cannot be determined, if the Group is primarily obligated in a transaction, has latitude to establish prices and select publishers, or several but not all of these factors are present, the Group records revenues on a gross basis. Otherwise, the Group records the net amount earned as commissions from services provided.

Segment reporting

In a manner consistent with the way in which information is reported internally to the Management (chief operating decision maker) for the purpose of resource allocation and performance assessment, the Group has one reportable segment, which is Mobile marketing business.

Mobile marketing business: this segment delivers mobile advertising services to customers globally through a Software-as-a-Service ("SaaS") programmatic advertising platform, top media and affiliate ad-serving platform.

No segment assets and liabilities information are provided as no such information is regularly provided to the Management for the purpose of decision-making, resources allocation, and performance assessment.

Revenue may be disaggregated by timing of revenue recognition:

- Point in time, and

- Over time.

Notes #1 specifies information about the geographical location of the Group's revenue from external customers. The geographical location of customers is based on the location of the customers' headquarters.

 

Cost of sales (operating expenses)

Cost of sales represents the direct expenses that are attributable to the services delivered. They consist primarily of payments to platforms and publishers under the terms of the revenue agreements. The cost of sales can include commissions where applicable.

Financial instruments

The Group classifies financial instruments, or their component at initial recognition as financial assets, financial liabilities, or equity instruments in accordance with the contractual terms of the instruments. Financial instruments are recognised on trade date at which the Group becomes a party to the contractual provisions of the instrument. Financial instruments are initially recognised at fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.

Trade and other receivables and trade and other payables

Trade and other receivables are initially recognised at transaction price less attributable transaction costs. Trade and other payables are initially recognised at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example where payment is deferred beyond normal business terms, it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Other financial commitments

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

Goodwill and Other Purchased Intangibles

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

The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated discounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.

 

Other purchased intangibles assessment

The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.

Intangible fixed assets

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

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

· Trademarks - 10 years.

· Licenses - validity period.

· Programs - 5 years.

Tangible fixed assets

Tangible fixed assets are stated at their historical cost less accumulated depreciation. Depreciation is recognized in the income statement in a straight-line basis over the estimated useful lives of each item of tangible fixed assets. The minimum cost to recognize an object as a fixed asset is 3,000 USD. The annual depreciation rates applied are:

· Technical and office equipment, computers - 3 years.

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

Leases

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

· Leases of low value assets; and

· Leases with a duration of twelve months or less.

Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate placed at the official site of the Bank of England.

Variable lease payments are only included in the measurement of the lease liability if they depend on an index or on market rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

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

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

· Initial direct costs incurred; and

· The amount of any provision recognised where the Group is contractually required to dismantle, remove, or restore the leased asset (typically leasehold dilapidations).

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to be made over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and low-value assets, including IT equipment. The Group would recognise the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Receivables

At initial recognition trade receivables are measured at their transaction price (as defined in IFRS 15) if the trade receivables do not contain a significant financing component in accordance with IFRS 15. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. All receivables are due within one year.

Cash

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.

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

Provisions

These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.

Deferred taxes

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

Taxation

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

The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset. Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.

Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.

Financial income and expenses

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

Presentation and disclosures

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

Reclassification of items in financial statements is made:

- in case of changes in the nature of the Company main operations,

- when revising the structure of reporting in accordance with IFRS requirements,

- prior year comparative may be reclassified to better and consistent presentation with the current year.

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

 

 

ACCOUNTS BREAKDOWN AND NOTES

1. Revenue

 

Revenue arises from:

Country

 

30 November 2025

 

30 November 2024

 

Singapore

3,194,539

3,582,628

 

USA

1,073,338

622,410

 

UK

902,874

2,002,441

 

Total

 

5,170,751

 

6,207,479

Revenue is segmented by the country where it was received.

2. Operating expenses

 

Country

 

30 November 2025

 

30 November 2024

Singapore

3,297,042

3,666,241

USA

1,064,696

653,362

UK

190,955

1,530,899

Total

 

4,552,693

 

5,850,502

 

Expenses

 

30 November 2025

 

30 November 2024

Platforms and publishers' fees

4,492,050

5,796,782

Contractor fees

60,643

53,720

Total

 

4,552,693

 

5,850,502

Operating expenses include the cost of the services of third parties for the placement of advertising and information materials of the Group's clients and the salaries expenses and social contributions of employees.

3. Operating segments

The operating segments identifies based on internal reporting for decision-making. The Group is operated as one business with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision maker) considers that the Group has one operating segment. Therefore, no additional disclosure has been represented.

Geographical disclosures are presented in the notes 1, 2.

4. Administrative expenses

Expenses

 

30 November 2025

 

30 November 2024

Wages & Salaries (top management)

 

212,894

 

208,273

Social taxes (top management)

 

14,820

 

18,153

Wages & Salaries

 

-

 

9,999

Social taxes

-

 

1,797

Business travel expenses

 

18,369

 

14,585

IT services and license fees

 

14,497

 

16,657

Voluntary medical insurance of employees

13,808

12,729

Automobile Expense

9,665

10,877

Staff Training

-

7,485

Advertising & Marketing

87

3,439

Other administrative expenses

7,979

7,293

Total

 

292,119

 

311,287

Staff details (administrative and operating)

Number of staff

 

30 November 2025

 

30 November 2024

UK

1

1

  including Director

 

1

 

1

Singapore

 

-

 

-

USA

1

 

2

  including Director

 

1

1

Total

 

2

 

3

 

 

 

Staff cost (operating and administrative)

30 November 2025

 

30 November 2024

Wages & Salaries (top management)

212,894

208,273

Social taxes (top management)

14,820

18,153

Wages & Salaries

-

9,999

Social taxes

-

1,797

Total

 

227,714

 

238,222

5. Non-operating income and expenses

Non-operating income

30 November 2025

 

30 November 2024

Warrants reserve cancelling (Note 24)

402,621

-

Accounts payable writing-off

27,550

-

Right-of-use writing-off

-

5,155

Other non-direct income

2,000

-

Total

 

432,171

 

5,155

 

Non-operating expenses

30 November 2025

 

30 November 2024

Accounts receivable written-off

267

3,511

Other non-operating expenses

-

-

Total

 

267

 

3,511

6. Interest income and expenses

Interest expenses

30 November 2025

 

30 November 2024

TDFD loan interest

383,499

328,343

AdTech loan

11,387

11,335

Mobile Marketing LLC

1,504

1,506

Rent interest

-

109

Total

 

396,390

 

341,293

7. Financial income/(expenses)

Financial income/(expenses)

30 November 2025

 

30 November 2024

FX differences

51,550

19,308

Bank fee

1,676

2,500

Total

 

53,226

 

21,808

8. Taxation

Profit tax

 

30 November 2025

 

30 November 2024

UK corporation tax (19%*)

-

-

USA (21%)

-

-

Singapore corporation tax (17%)

-

-

Total current tax (1)

 

-

 

-

 

 

 

 

 

Deferred tax

 

 

 

 

Deferred tax UK

124,109

61,651

Deferred tax USA

(36,043)

(53,783)

Deferred tax Singapore

(15,488)

(13,927)

Total deferred tax (2)

 

72,578

 

(6,059)

 

 

 

 

 

Taxation on profit on ordinary activities (1 + 2)

 

72,578

(6,059)

 

Deferred tax in Statement of financial position - opening balance

521,755

499,109

Deferred tax in Statement of Profit and Loss during reporting period

(72,578)

6,059

 

Translation difference

(1,890)

863

 

Deferred tax in Statement of financial position for the period

447,287

506,031

 

 

Reconciliation of tax expense

1 June - 30 November 2025

 

Mobio Global

 

Mobio USA

 

Mobio Singapore

 

Total

 

Profit on ordinary activities before taxation

653 203

(171,635)

(91 107)

390,461

 

Tax rate

19%

21%

17%

,

 

Profit on ordinary activities multiplies by standard rate

 

124,110

(36,043)

(15,488)

(103,554)

 

Effects of:

 

(a) Actual taxes in reporting package

122,363

(36,043)

(15,488)

70,832

 

(b) Profit tax to be paid

-

-

-

-

 

(c) Translation difference

1,746

-

-

1,746

 

Total

 

124,109

 

(36,043)

 

(15,488)

 

72,578

 

 

 

Reconciliation of tax expense

1 June - 30 November 2024

 

Mobio Global

 

Mobio USA

 

Mobio Singapore

 

Total

Profit on ordinary activities before taxation

324 482

(256 108)

81 923

150 297

Tax rate

19%

21%

17%

Profit on ordinary activities multiplies by standard rate

 

(61 651)

53 783

(13 927)

(21 795)

Effects of:

(a) Actual taxes in reporting package

60,757

(53,783)

(13,927)

(6,953)

(b) Profit tax to be paid

-

-

-

-

(c) Translation difference

894

-

-

894

Total

 

61,651

 

(53,783)

 

(13,927)

 

(6,059)

No deferred income tax asset has been recognized in respect of the losses carried forward in Vox Capital Ltd and Vox Valor Capital Ltd, due to the uncertainty as to whether the Companies will generate sufficient future profits in the foreseeable future to prudently justify this.

* The UK corporation tax for companies with profits over £250,000 is 25%. Since Mobio Global UK is not yet profitable, the 17% rate continues to apply for prudence in DT calculation.

8.1. Deferred taxes movement

1 June 2025 - 30 November 2025

As of period beginning

 

Movements

 

As of period

end

Item

 

Deferred BS

 

Charge to profit or loss

Translation difference

 

Deferred BS

Property and equipment

388

-

(7)

381

Intangible assets

(575)

573

2

-

Trade receivables (payables)

(41,568)

13,368

4

(28,196)

Losses of previous years

563,510

(86,519)

(1,889)

475,102

Total

 

521,755

 

(72,578)

(1,890)

 

447,287

 

1 January 2024 - 31 May 2025

As of period beginning

 

Movements

 

As of period

end

Item

 

Deferred BS

 

Charge to profit or loss

Translation difference

 

Deferred BS

Right-of-use assets

836

(841)

5

-

Property and equipment

339

28

21

388

Intangible assets

(1,731)

1,195

(39)

(575)

Trade receivables (payables)

(31,638)

(10,319)

389

(41,568)

Losses of previous years

480,349

71,474

11,687

563,510

Total

 

448,155

 

61,537

12,063

 

521,755

 

1 June 2024 - 30 November 2024

As of period beginning

 

Movements

 

As of period

end

Item

 

Deferred BS

 

Charge to profit or loss

Translation difference

 

Deferred BS

Right-of-use assets

671

(681)

10

-

Property and equipment

169

172

(2)

339

Intangible assets

(1,401)

(375)

6

(1,770)

Trade receivables (payables)

(146,702)

66,660

(136)

(80,178)

Losses of previous years

646,372

(59,717)

985

587,640

Total

 

499,109

 

6,059

863

 

506,031

 

9. Earnings per share

Basic (losses)/earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares outstanding during the year.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

 

30 November 2025

 

31 May 2025

Loss for the period after tax for the purposes of basic and diluted earnings per share

3,921

(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)

 

0.0002

 

(0.07)

During a period where the Group or Company makes a loss, accounting standards require that 'dilutive' shares for the Group be excluded in the earnings per share calculation, because they will reduce the reported loss per share; consequently, all per-share measures in the current period are based on the weighted number of ordinary shares in issue.

10. Investments

 Group structure

Subsidiary undertakings

Country of incorporation

 

 

 

30 November 2025

 

31 May 2025

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%

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

Mobio Global Limited was created as an acquisition vehicle. On April 27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the total purchase price is 30 000 USD.

 

 

Subsidiary undertakings

Country of incorporation

30 November 2025

 

31 May 2025

Mobio Global Inc.

USA

100%

100%

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

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

 

 

Investments at fair value

Investments at fair value

 

30 November 2025

 

31 May 2025

Airnow Limited shares

12,240,259

12,438,095

Total

 

12,240,259

 

12,438,095

Airnow Limited is incorporated in the United Kingdom. Its registered office is Salisbury House, London Wall, London, EC2M 5PS. The principal activity of Airnow is the development of services to the mobile app community. The number of shares held in Airnow is 5,736,847 and represents a 6.37% holding. The shares in Airnow are directly held by Vox Valor Capital Singapore Pte Limited and Initium HK Ltd. This is a Level 2 financial instrument. Market value is derived based on the share price paid by unrelated investors in the most recent investment round. There is no amount still to be paid in respect of these shares. No amount is owed either to or from Airnow by the Group.

11. Tangible fixed assets

 

 

1 June 2025 -

30 November 2025

 

1 January 2024 -

31 May 2025

 

1 June 2024 -

30 November 2024

Cost

 

Office equipment

 

Office equipment

 

Office equipment

As of period beginning

 

3,772

 

3,567

 

3,543

Translation difference

(65)

205

25

As of period end

 

3,707

 

3,772

 

3,568

 

 

 

 

 

 

 

Depreciation

 

 

As of period beginning

 

(3,772)

 

(1,783)

 

(2,510)

Depreciation accumulated

-

(1,794)

(905)

Translation difference

65

(195)

(4)

As of period end

 

(3,707)

 

(3,772)

 

(3,419)

 

 

 

 

 

 

 

Net book value

 

 

As of period beginning

-

1,784

1,033

As of period end

-

-

149

Tangible fixed assets are amortized over 3 years. Depreciation expenses are included in profit and loss under the «Depreciation of tangible / intangible assets».

12. Intangible assets

 

1 June 2025 -

30 November 2025

 

1 January 2024 -

31 May 2025

 

1 June 2024 -

30 November 2024

Cost

 

Licenses

 

Licenses

 

Licenses

As of period beginning

 

17,823

 

17,472

 

16,991

Additions

-

16,953

10,479

Disposals

(16,954)

(17,573)

-

Translation difference

(869)

971

(39)

As of period end

 

-

 

17,823

 

27,431

 

 

 

 

 

 

 

Depreciation

As of period beginning

 

(14,798)

 

(8,358)

 

(9,618)

Depreciation accumulated

(2,877)

(23,243)

(8,625)

Disposals

16,954

17,573

-

Translation difference

722

(770)

127

As of period end

 

-

 

(14,798)

 

(18,116)

 

 

 

 

 

 

 

Net book value

As of period beginning

3,025

9,114

7,373

As of period end

-

3,025

9,315

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

· Licenses - validity period.

 

13.  Right-of-use assets

 

 

1 June 2025 -

30 November 2025

 

1 January 2024 -

31 May 2025

 

1 June 2024 -

30 November 2024

Cost

 

Leased server

 

Leased server

 

Leased server

As of period beginning

 

-

 

81,487

 

81,523

Disposals

-

 

(81,959)

(82,718)

Translation difference

-

 

472

1,195

As of period end

 

-

 

-

 

-

 

 

 

 

 

 

 

Depreciation

As of period beginning

 

-

 

(32,255)

 

(40,761)

Additions

-

 

(10,245)

(1,723)

Disposals

-

 

42,687

43,080

Translation difference

-

 

(187)

(596)

As of period end

 

-

 

-

 

-

 

 

 

 

 

 

 

Net book value

As of period beginning

-

49,232

40,762

As of period end

-

-

 

-

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

The interest expense recognised disclosed in Note 6.

14. Trade and other receivables

 

30 November 2025

 

31 May 2025

Trade receivables

1,658,555

1,820,070

Trade and other receivables - related parties

34,436

35,086

Prepayments

139,450

140,028

Total

1,832,441

 

1,995,184

All trade receivables were non-interest bearing and receivable on normal commercial terms. The Directors consider that the carrying value of trade and other receivables approximates to their fair value. The ageing of trade receivables is detailed below:

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

As of 30 November 2025

 

< 60 days

 

< 90 days

 

< 180 days

 

> 180 days

 

Total

Trade receivables (external)

1,658,555

-

-

-

1,658,555

Trade receivables (internal)

34,436

-

-

-

34,436

Total

1,692,991

 

-

 

-

 

-

 

1,692,991

 

As of 31 May 2025

 

< 60 days

 

< 90 days

 

< 180 days

 

> 180 days

 

Total

Trade receivables (external)

1,820,070

-

-

-

1,820,070

Trade receivables (internal)

35,086

-

-

-

35,086

Total

1,855,156

 

-

 

-

 

-

 

1,855,156

 

15. Cash and cash equivalents

Cash

 

30 November 2025

 

31 May 2025

Cash at bank

64,809

53,235

Total

 

64,809

 

53,235

16. Trade and other payables

Trade payables

 

30 November 2025

 

31 May 2025

Trade payables

2,313,608

2,282,022

Other payables and accruals

2,556

2,152

Total

 

2,316,164

 

2,284,174

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

 

17. Loans and borrowings

Long-term

 

 

 

30 November 2025

 

31 May 2025

Triple Dragon Funding Delta Ltd

Principal

2,945,385

2,754,171

AdTech Solutions Limited

Principal

302,641

302,641

AdTech Solutions Limited

Interest

118,471

107,122

Mobile Marketing LLC

Principal

40,000

40,000

Mobile Marketing LLC

Interest

14,879

13,379

Total

 

 

 

3,421,376

 

3,217,313

 

Short-term

 

 

 

30 November 2025

 

31 May 2025

Triple Dragon Funding Delta Ltd

Interest

32,767

30,639

Total

 

 

 

32,767

 

30,639

During the period ended 30 November 2025, the Group utilized a lending facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a floating charge over the property and undertakings of Vox Capital Ltd and Mobio Global Ltd. The facility bears interest at a rate of 2.25% per calendar month.

On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech Solutions Limited. The loan bears interest at the rate of 7.5% per annum.

18. Other short-term liabilities

Other liabilities

 

30 November 2025

 

31 May 2025

VAT payable (tax agent)

160,566

163,355

Other liabilities

20,571

133,855

Total

 

181,137

 

297,210

19. Financial instruments

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

Financial assets

 

30 November 2025

 

31 May 2025

Financial assets measured at amortised cost:

Cash at bank

64,809

53,235

Trade receivables (external)

1,658,555

1,820,070

Trade receivables (internal)

34,436

35,086

Other receivables

139,450

140,028

Total

 

1,897,250

 

2,048,419

 

 

 

 

 

Financial liabilities

 

30 November 2025

31 May 2025

Financial liabilities measured at amortised cost:

Trade payables (external)

2,313,608

2,282,022

Total

 

2,313,608

 

2,282,022

The Group's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised fair value gains of nil (as of 31.05.2025: nil).

20. Financial risk management

The Group is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All the Group's financial instruments are classified trade and other receivables. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

Credit risk

Generally, the Group's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:

 

30 November 2025

 

31 May 2025

Trade receivables

1,658,555

1,820,070

Trade and other receivables - related parties

34,436

35,086

Prepayments

139,450

140,028

Total

1,832,441

 

1,995,184

Credit risk is the risk of financial risk to the Group if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement. The Group's trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly by Directors. Any debtors over 30 days are reviewed by Directors every month and explanations sought for any balances that have not been recovered.

Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group's accounting policy.

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

Liquidity risk

Liquidity risk is the situation where the Group may encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs and to invest cash assets safely and profitably.

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

Contractual maturities of financial liabilities as of 30 November 2025:

Less than 6 months

6-12 months

Between 1 and 2 years

Between 2 and 5 years

Carrying amount

Trade and other payables

2,316,164

-

-

-

2,316,164

Other liabilities

181,137

-

-

-

181,137

Total

2,497,301

 

-

 

-

 

-

 

2,497,301

Contractual maturities of financial liabilities as of 31 May 2025:

Less than 6 months

6-12 months

Between 1 and 2 years

Between 2 and 5 years

Carrying amount

Trade and other payables

2,284,174

-

-

-

2,284,174

Other liabilities

297,210

-

-

-

297,210

Total

2,581,384

 

-

 

-

 

-

 

2,581,384

The amounts disclosed in the tables below are the contractual undiscounted cash flows. Balances due within 17 months equal their carrying balances, because the impact of discounting is not significant.

Contractual maturities of financial liabilities as of November 30, 2025: the debt is short-term and expected to be settled within 6 months.

 

Interest rate risk

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

Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.

Reputational risks

The Management of the Group believes that at present there are no facts that could have a significant negative impact on the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms of rendering services, as well as the participation of the Group in any price agreement. Accordingly, reputational risks are assessed by the Group as insignificant.

Fair value of financial instruments

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

Investment risk

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

The Group owns 6.37% of the issued ordinary share capital of Airnow Limited. The remaining ownership interests in Airnow Limited is owned by third parties. Accordingly, the Company's decision-making authority in respect of Airnow Limited is limited. Airnow Limited is unlisted and so there is a limited pool of potential buyers of these shares which makes them relatively difficult to realise. Given the Group's minority interest in Airnow Limited it is unlikely to have much influence on the timing or form of an exit. The Group may also be compelled to contribute more capital to maintain its ownership interest in Airnow and not see its interest in Airnow being diluted.

Country risks

On 4 February 2022 Russia declared a war operation in Ukraine and launched full-scale military invasion. Multilateral sanctions and restrictions were imposed on working with certain Russian legal entities and individuals. These circumstances caused unpredictable volatility in the stock and currency markets, in energy prices, general price level, the Bank of Russia's key interest rate and restrictions on flow of certain groups of goods. It is expected that these events may affect the business of companies in various countries and industries.

One of the Directors of the Group is a citizen of the Russian Federation. He is not subject to the sanctions imposed by the United Kingdom and other countries. Since August 2, 2022 the Group does not provide to and receive services from Russian companies. The Management analyzes the current situation and possible solutions. At present, the duration of these events cannot be predicted and their impact on the future financial position and performance of the Group cannot be reliably assessed.

Other risks

The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services provision and compliance with information security of data. Also, the Group business depends on the availability, performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under the Group control.

The Group makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for providing advertising internet services.

21. Related party disclosures

Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant influence in making financial and operational decisions.

The related parties of the Group are:

· Petrus Cornelis Johannes Van Der Pijl - Director, international group member (the ultimate beneficiary).

· Stefans Keiss - international group member (the ultimate beneficiary).

· Sergey Konovalov - international group member (the ultimate beneficiary).

· Vox Valor Holding Ltd - ultimate parent

· Mobio (Singapore) Pte. Ltd - subsidiary of Vox Valor Capital Ltd

· Vox Capital Ltd - subsidiary of Vox Valor Capital Ltd

· Vox Valor Capital Pte. Ltd - international group member (subsidiary of Vox Capital Ltd)

· Initium HK Ltd - international group member (subsidiary of Vox Capital Ltd)

· Mobio Global Ltd - international group member (subsidiary of Vox Capital Ltd)

· Mobio Global Inc - international group member (subsidiary of Mobio Global Ltd)

The affiliated parties of the Group are:

· Mobile Marketing LLC - through S. Konovalov.

· Adtech solutions limited - through S. Konovalov

· Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van Der Pijl

· Triple Dragon Limited - through Petrus Cornelis Johannes Van Der Pijl

· Triple Dragon Funding Delta Limited - through Petrus Cornelis Johannes Van Der Pijl

21.1. Transactions with related parties

· Trade and other receivables:

Debtor

 

Affiliated party

 

Description 

 

30 November 2025

 

31 May

2025

Vox Capital Ltd

Vox Valor Holding Ltd.

Intercompany account

34,436

35,086

Total:

 

34,436

 

35,086

 

21.2. Transactions with affiliated parties

· Trade and other receivables:

Debtor

 

Affiliated party

 

Description 

 

30 November 2025

 

31 May

2025

Mobio (Singapore) Pte Ltd

Adtech Solutions Ltd

Service agreement

1,181,862

1,365,383

Mobio Global Ltd

Mobile Marketing LLC

Service agreement

213,696

213,696

Mobio Global Ltd

Adtech Solutions Ltd

Service agreement

168,810

94,590

 

 

Total:

 

1,564,368

 

1,673,669

· Trade and other payables:

Creditor

 

Affiliated party

 

Description 

 

30 November 2025

 

31 May

2025

Mobio (Singapore) Pte Ltd

Mobile Marketing LLC

Other payables

15,734

15,734

Mobio Global Ltd

Mobile Marketing LLC

Other payables

13,850

41,207

 

 

Total:

 

15,734

 

56,941

· Loans:

Creditor

 

Affiliated party

 

Description

 

30 November 2025

 

31 May

2025

Vox Capital Ltd

 

Triple Dragon Funding Delta Ltd

 

Principal

 

2,945,385

 

2,754,171

Vox Capital Ltd

 

Triple Dragon Funding Delta Ltd

 

Interest

 

32,767

 

30,639

Mobio Global Ltd

Adtech Solutions Ltd

Principal

302,641

302,641

Mobio Global Ltd

Adtech Solutions Ltd

Interest

118,471

107,122

Vox Capital Ltd

Mobile Marketing LLC

Principal

40,000

40,000

Vox Capital Ltd

Mobile Marketing LLC

Interest

14,879

13,379

 

 

Total:

 

3,454,143

 

3,247,952

· Sales revenue:

Contractor

 

Affiliated party

 

1 June - 30 November 2025

 

1 June - 30 November 2024

Mobio (Singapore) Pte Ltd

 

Adtech Solutions Ltd

 

3 183 940

 

1 953 356

Mobio Global Ltd

Adtech Solutions Ltd

846 345

2 008 813

 

 

4 030 285

 

3 962 169

· Interest expenses:

Contractor

 

Affiliated party

 

1 June - 30 November 2025

 

1 June - 30 November 2024

Vox Capital Ltd

 

Triple Dragon Funding Delta Ltd

 

383,499

 

328,343

Mobio Global Ltd

 

Adtech Solutions limited

 

11,387

 

11,335

Vox Capital Ltd

Mobile Marketing LLC

1,504

1,506

 

 

396,390

 

341,184

Remuneration paid to key management personnel:

Holding company

Subsidiary companies

 

Total

Directors Remuneration: 1 June - 30 November 2025

-

212,894

 

212,894

Directors Remuneration: 1 June - 30 November 2024

-

208,273

 

208,273

 

22. Share capital and shares issued

 

31 May

 2025

 

Movement

 

30 November 2025

Share capital

195,879

-

195,879

Share premium

13,424,465

-

13,424,465

Total

13,620,344

 

-

 

13,620,344

Share capital:

Date

 

Share capital

 

Exchange rate

 

Share capital

 

 

GBP

 

 

 

USD

07.05.2020

50,000

1,23467

61,733

08.10.2020

50,000

1,29461

64,731

14.10.2020

27,057

1,30223

35,235

31.12.2020

18,612

1,36631

25,429

31.03.2021

2,320

1,37832

3,198

15.07.2022

6,154

1,18580

7,298

03.08.2022

(1,436)

1,21471

(1,745)

Total

152,707

 

 

 

195,879

 

 

 

 

 

Share premium

Date

 

Share premium

 

Exchange rate

 

Share premium

 

 

GBP

 

 

 

USD

08.10.2020

6,343,000

1,29461

8,211,725

14.10.2020

1,712,705

1,30223

2,230,329

31.10.2020

54

1,36631

73

31.12.2020

1,656,388

1,36631

2,263,143

15.07.2022

857,975

1,18580

1,017,387

22.07.2022

(248,287)

1,20100

(298,192)

31.05.2025*

(250,000)

1,11500

(278,750)

30.09.2025*

250,000

1,11500

278,750

Total

10,071,835

13,424,465

*Note 24

All shares fully paid.

 

Share based payment

Share based payment reserve

30 September 2022 The company has granted warrants over ordinary shares:

Fee warrants 20,8333,333

NED warrantable 25,000,000

NED Warrants - that these represent equity-settled share-based payments to directors. They should be measured at fair value at the grant date and expensed over the three-year vesting period, with a corresponding credit to the Share based payment reserve.

Dr Share based payment expense/Directors' fees (P&L)

Cr Share based payment Reserve (equity)

Fee Warrants - these were issued to Stonedale in return for advisory services on the reverse takeover. While IFRS 2 applies, IAS 32 requires that costs directly attributable to equity issuance are recognised in equity rather than P&L. In practice this is usually recorded against share premium, but where no share premium exists, another equity component (e.g. retained earnings) would absorb the debit.

Dr Share premium

Cr Share based payment reserve

Vesting date was 30 September 2025 and warrants were not requested. On 30 September 2025 warrants were cancelled.

24. Subsequent events

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

26. Approval of unaudited consolidated financial statements

Responsibility Statement

The Company's Directors, whose names and functions are set out below in this statement, are responsible for preparing these unaudited interim consolidated financial statements in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with Accounting Standard IAS 34 "Interim Financial Reporting".

The Directors, and each Director individually confirms that, to the best of their knowledge, the unaudited consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and that the interim management report includes a fair review of the information required by DTR4.2.7R 7R (indication of important events during the first six months and describing the principal risks and uncertainties for the remaining six months of the year) and by DTR4.2.8R (disclosure of significant transactions with related parties).

Directors:

John G Booth (Non-Executive Chairman)

Konstantin Khomyakov (Finance Director) until 23 December 2025

Rumit Shah (Non-Executive Director)

This unaudited consolidated financial information was approved by the Board on 25 February 2026

 

 

 

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IR SEIFIMEMSEDE

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