VCBC.L Regulatory News (VCBC)

Vertu Capital Limited

("VERTU" OR "THE COMPANY")

Vertu Announces Publication of 2021 Annual Report

Vertu Capital Limited ("Vertu"), (LSE:VCBC) a company that was formed in September 2014 to undertake an acquisition of a target company or business in the financial services sector - including (but not to the exclusion of other types of business) fund management businesses, niche investment banks, trustee & custodian services businesses and financial planning businesses, announces its publication of financial results for the year ended 31 December 2021.

An electronic copy of the Annual Result for the year ended 31 December 2021 is now available to the public on the Company's website at www.vertucapital.co.uk

ENDS

About Vertu Capital Limited

The Company has been formed to undertake an acquisition of a target company or business in the financial services sector - including (but not to the exclusion of other types of business) fund management businesses, niche investment banks, trustee & custodian services businesses and financial planning businesses.

For further information please contact:

William Du

Tel: +603 5613 3388

Fax : +603 5613 3399

Email : ir@vertucapital.co.uk

CHAIRMAN'S STATEMENT

FOR THE YEAR ENDED TO 31 December 2021

I have pleasure in presenting the financial statements of Vertu Capital Limited (the "Company") and its wholly owned subsidiary (together referred to as the "Group") for the year ended 31 December 2021.

On 30 June 2021, the Company announced that it had signed a conditional term sheet for its intention to acquire Vox Capital Plc (VOX), 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, subject to agreement of such with, amongst others, the FCA.

The Intended Acquisition, if it proceeds, will constitute a Reverse Takeover (RTO) under the Listing Rules as the value of the consideration will exceed the Company's market capitalisation and it will result in a fundamental change in the business of the Company as it will own an operating business.

Accordingly, the Company has requested the suspension of the listing in the Company's ordinary shares on the Standard Segment of the Official List, and trading on the London Stock Exchange's Main Market has been suspended with effect from 7.30 am on the 30 June 2021, pending the publication of a prospectus and the application by the Company as enlarged by the Intended Acquisition to have its enlarged share capital listed on the Standard Segment of the Official List and admitted to trading on the London Stock Exchange's Main Market.

VOX is a UK company with global business access; it had some revenue streams from Russia which has now been removed in order to comply with the economic sanctions imposed. These changes had caused a minor delay in adjusting VOX's cash flows and business descriptions. The board were given to understand that the matter has now been resolved. As of the current date, the transaction is still pending approval from the UK Financial Conduct Authority.

The Group reported a net loss of £146,520 (0.11p per share) for the year 2021. As at 31 December 2021, the Group had cash at bank of £311,000.

The main expense for the Company 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 looks forward to providing further updates to shareholders in due course once a conclusion of the RTO exercise is in hand.

Du Kiat Wai

Chairman

31 May 2022

VERTU CAPITAL LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

Directors' report

The Directors present their report together with the audited non-statutory financial statements of Vertu Capital Limited (the "Company") and its wholly owned subsidiary (together the "Group") for the year ended 31 December 2021.

Vertu Capital Limited was incorporated on 12 September 2014 in the Cayman Islands, 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 2, Willow House, Cricket Square, PO Box 2804, Grand Cayman KY1-1112, Cayman Islands.

The Company's ordinary shares on the Standard Segment of the Official List is currently suspended from trading on the London Stock Exchange's Main Market pending the conclusion of a reverse takeover (RTO) exercise currently being processed.

The Company's nature of operations is to act as a special purpose acquisition company and is as described above, in midst of seeking approval for the said RTO exercise.

Results and dividends

The results for the year are set out in the Consolidated Statement of Comprehensive Income on page 13. The Directors do not recommend the payment of a dividend on the ordinary shares.

Company objective

The Company has been formed to undertake an acquisition of a target company or business in the financial services sector - including (but not to the exclusion of other types of business) fund management businesses, niche investment banks, trustee & custodian services businesses and financial planning businesses.

In line with the Company objective, it is currently working towards a RTO exercise as described on page 3 of this report.

The Company's business risk

As the Group has no operating history, the Group may fail to execute its business plan or strategy and that the Group may be unable to identify a target company for acquisition. This has been mitigated with the board's regular review of the Group's business plan. An explanation of the Company's financial risk management objectives, policies and strategies is set out in note 12.

Key events

The Company on 30th June 2021, announced its intention to acquire Vox Capital Plc, which will constitute a Reverse Takeover (RTO) under the Listing Rules as the value of the consideration will exceed the Company's market capitalisation and it will result in a fundamental change in the business of the Company as it will own an operating business. Accordingly, the Company's ordinary shares on the Standard Segment of the Official List, and trading on the London Stock Exchange's Main Market has been suspended pending completion of the RTO exercise.

VERTU CAPITAL LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021 (continued)

Directors

The Directors of the Company during the year were:

William Du Kiat Wai

Shunita Maghji

Simon James Retter

Directors' interest

None of the directors in office at the end of the financial year have any interest in the shares of the company or its related corporations during the financial year ended 31 December 2021.

Substantial shareholders

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 2 March 2022.

Capital and returns management

The Directors believe that, following an acquisition, further equity capital raisings may be required by the Company for working capital purposes as the Company pursues its objectives. The amount of any such additional equity to be raised, which could be substantial, will depend on the nature of the acquisition opportunities which arise and the form of consideration the Company uses to make the acquisition and cannot be determined at this time.

The Company expects that any returns for Shareholders would derive primarily from capital appreciation of the Ordinary Shares and any dividends paid pursuant to the Company's dividend policy.

Dividend policy

The Company intends to pay dividends on the Ordinary Shares following an acquisition at such times (if any) and in such amounts (if any) as the Board determines appropriate in its absolute discretion. The Company's current intention is to retain any earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws.

VERTU CAPITAL LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021 (continued)

Corporate governance

In order to implement its business strategy, the Company has adopted a corporate governance structure whereby the key features of its structure are:-

· a wholly non-executive board with independent non-executive Directors. The Board is knowledgeable and experienced and has extensive experience of making acquisitions;

· consistent with the rules applicable to companies with a Standard Listing, unless required by law or other regulatory process, Shareholder approval is not required in order for the Company to complete the acquisition. The Company will, however, be required to obtain the approval of the Board of Directors, before it may complete the acquisition;

· the Board is not subject to the provisions of a formal governance code and given its present size do not intend to formally adopt any specific code nor any diversity policy, but will apply the principles of governance, set out in the UK Corporate Governance Code, only when an acquisition is made;

· until an acquisition is made, the Company will not have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the Board's size, structure and composition and the scale and structure of the Directors' fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance;

· the Corporate Governance Code recommends the submission of all directors for re-election at annual intervals. None of the Directors will be required to retire by rotation and be submitted for re-election until the first annual general meeting of the Company following the Acquisition; and

· following an acquisition, the Company may seek to transfer from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company or business it acquires, subject to fulfilling the relevant eligibility criteria at the time. If the Company is successful in obtaining a Premium Listing, further rules will apply to the Company under the Listing Rules and Disclosure and Transparency Rules and the Company will be obliged to comply with the Model Code and to comply or explain any derogation from the UK Corporate Governance Code.

Auditors and disclosure of information

The directors confirm that:

· there is no relevant audit information of which the Company's auditor is unaware; and

· each Director has taken all the necessary steps he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

VERTU CAPITAL LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021 (continued)Responsibility Statement

The Directors are responsible for preparing the annual report and the non-statutory financial statements in accordance with applicable law and regulations. The directors have prepared non-statutory financial statements in accordance with UK-adopted International Accounting Standards.

International Accounting Standard 1 requires that non-statutory financial statements present fairly for each financial year the Group's financial position, financial performance and cash flows. This requires the faithful representation of transactions, other events and conditions in accordance with the definitions and recognition criteria for the assets, liabilities, income and expenses set out in the International Accounting Standards Board's "Framework for the Preparation and Presentation of Financial Statements". In virtually all circumstances, a fair representation will be achieved by compliance with IFRS. The directors are also required to:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's financial position and financial performance; and

- make an assessment of the Company and the Group's ability to continue as a going concern.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time, the financial position of the Group. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The maintenance and integrity of the Vertu Capital Limited website is the responsibility of the Directors; work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website.

Legislation in the Cayman Islands governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

The Directors are responsible for preparing the non-statutory financial statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with UK-adopted International Accounting Standards.

The directors confirm, to the best of their knowledge that:

· the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

· the financial statements include a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces.

VERTU CAPITAL LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021 (continued)

Auditors

The auditors, Shipleys LLP, was appointed by the board approval on 21 February 2022 and a resolution to reappoint them will be proposed at the Annual General Meeting.

Events after the reporting date

There are no subsequent events requiring disclosure in these non-statutory financial statements.

This responsibility statement was approved by the Board of Directors on 29 April 2022 and is signed on its behalf by;

……………………

Du Kiat Wai

Director

VERTU CAPITAL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS

Opinion

We have audited the non-statutory financial statements of Vertu Capital Limited (the "Company") and its subsidiary undertaking (together referred to as the "Group") for the year ended 31 December 2021, which comprise:

· the consolidated statement of comprehensive income for the year ended 31 December 2021;

· the consolidated statement of financial position as at 31 December 2021;

· the consolidated statement of cash flows for the year ended 31 December 2021;

· the consolidated statement of changes in equity for the year ended 31 December 2021;

· notes to the non-statutory financial statements, which include a summary of significant accounting policies and other explanatory information.

In our opinion, the non-statutory financial statements:

· give a true and fair view of the state of the Group's affairs as at 31 December 2021 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 including where relevant the impact of Coronavirus, 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 non-statutory 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 non-statutory financial statements as a whole to be £9,207, based on approximately 4% of the Group's net assets at the year end.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the non-statutory financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to 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 £6,905.

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 £460. 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

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 non-statutory 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.

Going concern was identified as a key audit matter and has been addressed within the "Conclusions relating to going concern" section of the audit report. We have determined that there are no other key audit matters to communicate in our report. Our audit procedures in relation to the matter were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on the matter individually and we express no such opinion.

Other Information

The other information comprises the information included in the annual report other than the non-statutory 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 non-statutory 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 set out on page 6, the directors are responsible for the preparation of the non-statutory 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.

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 within which the Group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were relevant company law and tax legislation in the UK and Cayman Islands jurisdictions in which the Group operates.

· We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, and reviewing accounting estimates for biases.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances on non-compliance with laws and regulations that are not closely related to events and transactions reflected in the non-statutory financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the non-statutory 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.

Appointment

We were appointed by the board on 21 February 2022 to audit the non-statutory financial statements for the year ended 31 December 2021. Our total uninterrupted period of engagement is 1 year, covering the year ended 31 December 2021.

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.

BENJAMIN BIDNELL

For and on behalf of

SHIPLEYS LLP

Chartered Accountants and Statutory Auditor

10 Orange Street, Haymarket, London, WC2H 7DQ

29 April 2022

VERTU CAPITAL LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 December 2021

The notes to the financial statements form an integral part of these financial statements.

VERTU CAPITAL LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 December 2021

The notes to the financial statements form an integral part of these financial statements.

This report was approved by the board and authorised for issue on 29 April 2022 and signed on its behalf by;

……………………

Du Kiat Wai

Director

VERTU CAPITAL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 December 2021

The notes to the financial statements form an integral part of these non-statutory financial statements

VERTU CAPITAL LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 December 2021

Year ended 31 December 2021

Year ended 31 December 2020

The notes to the financial statements form an integral part of the financial statements.

VERTU CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2021

1. GENERAL INFORMATION

Vertu Capital Limited (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 2, Willow House, Cricket Square, PO Box 2804, Grand Cayman KY1-1112, Cayman Islands. In 2018, the Company incorporated a wholly owned subsidiary in the United Kingdom. These non-statutory financial statements comprise of financial information of the Company and its wholly owned subsidiary (together referred to as the "Group").

2. ACCOUNTING POLICIES

The Board has reviewed the accounting policies set out below and considers them to be the most appropriate to the Group's business activities.

Basis of preparation

The non-statutory financial statements ("financial statement") have been prepared in accordance with UK-adopted International Accounting Standards and IFRIC interpretations applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.

On 1 January 2021, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted International Accounting Standards, with future changes being subjec tto endorsement by the UK Endorsement Board. The Company transitioned to UK-adopted International Accounting Standards in its consolidated financial statements on 1 January 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.

The financial statements of the Group is presented in British Pound Sterling ("£").

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 Group in future periods.

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.

VERTU CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2021 (continued)

2. Accounting policies (continued)

Going concern

At the reporting date, the Group had cash balance of £311,000. During the financial year , 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 the financial statements (see note 3). On 30 June 2021, the Company announced its intention to acquire Vox Capital Plc (the Proposed Transaction), as described in note 16. As the Proposed Transaction is still in early stages, the Company is not presently contracted to incur any costs. Should costs be incurred as a result of the Proposed Transaction, the Company has entered into a contractual arrangement with Vox Capital Plc to meet these costs on the Company's behalf.

The COVID-19 pandemic has not had a significant impact to the Group's matters to date. The Directors currently have an appropriate response plan in place. They will continue to monitor and assess the ongoing development and respond accordingly.

These 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 and when they fall due in the foreseeable future.

Cash and cash equivalents

The Group considers any cash on short-term deposits and other short-term investments to be cash equivalents.

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 Group'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.

VERTU CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2021 (continued)

Accounting policies (continued)

Financial instruments

Financial assets and financial liabilities are recognised on the statement of financial position when the Group 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 Group'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 Group 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.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.

Operating segments

The directors are of the opinion that the business of the Company comprises a single activity, that of an investment Company. Consequently, all activities relate to this segment.

The subsidiary company has not started any operation to date.

VERTU CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2021 (continued)

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Until an acquisition is made, the Company's nature of operations is to act as a special purpose acquisition Company. This significantly reduces the level of estimates and assumptions required. The Directors do not consider there to be any key estimation uncertainty. In respect of critical judgments, the only key judgments is the adoption of going concern basis for preparing the financial statements, that require to be separately reported.

(a) Going concern

As disclosed in note 2, the Directors have a reasonable expectation that the Group has adequate resources through its cash balances to continue in operational existence for the foreseeable future. For this reason, the Group continues to adopt the going concern basis in preparing the financial statements.

4. LOSS BEFORE TAXATION

The loss before income tax is stated after charging:

5. 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 year ended 31 December 2021.

The Group has incurred indefinitely available tax losses of £1,209,821 (2020: £1,063,301) to carry forward against future taxable income of the subsidiary in which the losses arose and they cannot be used to offset taxable profits elsewhere in the Group. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Group will generate sufficient future profits in the foreseeable future to prudently justify this.

6. SUBSIDIARY

On 30 November 2018, the Company incorporated a wholly owned subsidiary company, Vertu Capital Holdings Limited with paid up capital of £1 The subsidiary company was incorporated in the United Kingdom.

Both directors of the subsidiary company are also directors in the Company.

VERTU CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2021 (continued)

7. OTHER RECEIVABLES

8. LOSS PER SHARE

Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the Group 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

9. SHARE CAPITAL

VERTU CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2021 (continued)

10. DIRECTORS EMOLUMENTS

During the year, there was no staff costs as no staff were employed by the Company, other than the directors.

11. CAPITAL MANAGEMENT POLICY

The Company's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Group consists of equity attributable to equity holders of the Company, comprising issued share capital and reserves.

12. FINANCIAL RISK MANAGEMENT

The Group uses a limited number of financial instruments, comprising cash, short-term deposits, and various items such as trade receivables and payables, which arise directly from operations. The Group does not trade in financial instruments.

Financial risk factors

The Group's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

a) Currency risk

The Group does not have foreign operations and its exposure to foreign exchange risk is minimal as the transactions and balances are predominantly denominated in Pounds Sterling.

VERTU CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2021 (continued)

b) Credit risk

The Group's credit risk is primarily attributable to deposits with banks. The Group manages its deposits with banks or financial institutions by monitoring credit ratings and limiting the aggregate risk to any individual counterparty. The Group's exposure to credit risk on cash and cash equivalents is considered low as the bank accounts are with banks with high credit ratings.

c) Liquidity risk

The Group ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 2).

The maturity of the Group's financial liabilities comprises of other payables and the amount due to directors, based on the contracted undiscounted payments, falls within one year and payable on demand.

d) Cash flow interest rate risk

The Group has no significant interest-bearing liabilities and assets. The Group monitors the interest rate on its interest-bearing assets closely to ensure favourable rates are secured.

Fair values

Management assessed that the fair values of cash and short-term deposits and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

13. FINANCIAL INSTRUMENTS

The Group's principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payable. The Group's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in Note 2. The Group does not use financial instruments for speculative purposes.

VERTU CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2021 (continued)

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

There are no financial assets that are either past due or impaired.

14. RELATED PARTY TRANSACTIONS

Key management are considered to be the directors and the key management personnel compensation has been disclosed in Note 10.

During the year ended on 31 December 2021, transactions with the directors amounted to £35,000 (2020: £35,000). As at reporting date, there are no amount to directors (2020: £1,249).

15. CONTROL

The Directors consider there is no ultimate controlling party.

16. SUBSEQUENT EVENTS

Due to the recent geo-political event which led to the imposition of economic sanctions against Russia, there has been some delay in completing the RTO process. This is because although VOX is a UK company with global business access; it nevertheless had some revenue streams from Russia. This has now been removed in order to comply with the economic sanctions. The board of directors were informed that these changes had caused a minor delay in adjusting the cash flows and business descriptions but it has now been updated. As of the current date, the transaction is still pending approval from the FCA.