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VERTU CAPITAL LIMITED

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2021

CHAIRMAN’S STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2021

I have pleasure in presenting the consolidated interim financial statements of Vertu Capital Limited (the Company) and its subsidiary (collectively referred as the "Group") for the period from 1 January 2021 to 30 June 2021.

During the financial period, the Group reported a net loss of £86,099 (£0.07p per share). As at 30 June 2021, the Group had cash in bank balance of £326,726

On 30th June 2021 the Company announced its intention to acquire Vox Capital Plc, the parent company that wholly owns a mobile marketing agency, Mobio Global, and has shareholdings in an influencer marketing automation platform and a mobile app monetisation platform. The purchase is subject to approval from the relevant authorities and the process is currently on-going. Apart from this on-going exercise, the board have been, actively, in discussion with several other potential acquisition targets but all are in early stages of discussion.

I look forward to seeing better progress with the potential target acquisitions in the next few months with gratitude to our shareholders, for their continued support.

Kiat Wai Du

Non-Executive Chairman

18 October 2021

DIRECTOR’S STATEMENT

The main expense for the Group is its legal and professional costs. The management intends to monitor and control this to be cost efficient and minimise its net loss before a suitable acquisition.

The Board is actively pursuing the purchase of Vox Capital Plc and hopes to secure the acquisition in the near future. The purchase is subject to approval by the relevant authorities. The Board looks forward to providing further updates to shareholders in due course. Apart from this, the Board is actively reviewing a number of other potential acquisition opportunities across the sector, none of which have yet met the necessary criteria for selection.

Responsibility Statement

The Directors are responsible for preparing the Consolidated Interim Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34) as adopted by the European Union.

The Directors confirm that, to the best of their knowledge, the consolidated interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union. The interim report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

· an indication of important events that have occurred during the first six months and their impact on the consolidated set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

Director

18 October 2021

CONDENSED CONSOLIDATED STATEMENT OF COMPREHESIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2021

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2021

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2021 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED TO 30 JUNE 2021

Period from 1 January 2021 to 30 June 2021 (unaudited)

Period from 1 January 2020 to 30 June 2020 (unaudited)

For the year ended 31 December 2020 (audited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED TO 30 JUNE 2021

1. GENERAL INFORMATION

The Company 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 at the offices of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, PO Box 2804, Grand Cayman KY1-1112, Cayman Islands.

The Company's Ordinary shares are currently admitted to a standard listing on the Official List and to trading on the London Stock Exchange.

The interim financial statements comprise of financial information of the Company and its subsidiary (together referred to as the "Group")

The Company's nature of operations is to act as a special purpose acquisition company.

2. ACCOUNTING POLICIES

Basis of preparation

The consolidated interim financial statements for the six months period ended 30 June 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting. It is unaudited and does not constitute statutory financial statements. The comparative interim financial information covers the period ended 30 June 2020.

The consolidated interim financial statements have been prepared on a basis consistent with, and on the basis of, the accounting policies set out in the audited financial statements of the Group for the year ended 31 December 2020, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

The consolidated interim financial statements are presented in British Pound Sterling ("£").

Application of new and revised International Financial Reporting Standards ("IFRSs")

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and in some cases have not yet been adopted by the EU.

At the date of authorisation of this report, the Directors have reviewed the standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for accounting periods ending on or after the stated effective date. In their view, none of these standards, including IFRS 16, would have a material impact on the financial statements of the Group for being non-trading group. The Group does not have any lease which is material and long term. Accordingly, there were no adjustment as a consequence of adopting the new standard of IFRS 16.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

All intercompany transactions, balances, income and expenses are eliminated in consolidation

Going concern

The consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.

The Group had cash balance of £326,726 and on 11 June 2021, the Company raised £240,000 through the issue of 24 million ordinary shares as working capital which the Directors believe will be sufficient to pay ongoing expenses and pre-acquisition activities and to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of this report.

On 30 June 2021, the Company announced its attention to acquire Vox Capital Plc and the process is currently on-going. Should cost be incurred a as result of the Proposed Transactions, the Company has entered into a contractual arrangements with Vox Capital Plc to meet these costs on the company behalf.

The Covid-19 outbreak has not had a significant impact to the Group's matters to date. The directors will continue to monitor and assess the ongoing development and respond accordingly.

3. INCOME TAX EXPENSE

The Holding Company is regarded as resident for the tax purposes in Cayman Islands.

No tax is applicable to the Holding Company for the period ended 30 June 2021. As such no tax charge have been raised and no deferred income tax asset have been recognised in respect of losses. The subsidiary company is not subject to tax in the financial year as it did not have any source of income during the financial period

4. LOSS PER SHARE

Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the period. 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. There are currently no dilutive potential ordinary shares.

Loss per share attributed to ordinary shareholders

5. SHARE CAPITAL

On 11 June 2021, the Company issued 23,999,999 new ordinary shares at a price of £0.01 pence per share raising gross cash proceeds of £240,000 before expenses.

6. DIRECTORS EMOLUMENTS

7. RELATED PARTY TRANSACTIONS

The directors are considered to be key management, and their emoluments are disclosed in note 6.

During the period, the Group did not enter into any material transactions with related parties outside the Group.

8. SEASONAL OR CYCLICAL FACTORS

There are no seasonal factors that materially affect the operations of the Group.

9. SUBSEQUENT EVENTS

On 30 June 2021, the Company announced its intention to acquire Vox Capital Plc, the parent company that wholly owns a mobile marketing agency, Mobio Global and has shareholdings in an influencer marketing automation platform and a mobile app monetisation platform for a total consideration of approximately £25,300,000 to be satisfied by the issue of 690,526,810 Ordinary Shares in the capital of the Company at a price of 1.2 pence per Ordinary Share and a Convertible Loan Note for the balance, subject to agreement of such with, amongst others, the FCA. The due diligence process and communication with the UK Listing Authorities / Financial Conduct Authority is on-going and no approval have been obtained as of the date of this report.