TIDMVCBC
RNS Number : 5389N
Vertu Capital Limited
01 June 2022
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
S
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 YEARED 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 GBP146,520 (0.11p per share)
for the year 2021. As at 31 December 2021, the Group had cash at
bank of GBP311,000.
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 YEARED 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 30(th) 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 YEARED 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.
Number of Ordinary % of
Shares Share Capital
Party Name
Nordic Alliance Holdings Limited 22,798,332 15.83
Link Summit Limited 16,608,333 11.53
Infinity Mission Limited 15,708,334 10.91
Amber Oak Holdings Limited 14,418,333 10.01
Belldom Limited 10,308,334 7.16
Eastman Ventures Limited 6,858,333 4.76
West Park Capital Managers Ltd 4,900,000 3.40
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 YEARED 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 YEARED 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 YEARED 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
INDEPENT 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 GBP9,207, 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
GBP6,905.
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 GBP460. 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 YEARED 31 December 2021
As at As at
31-Dec-2021 31-Dec-2020
Notes GBP GBP
REVENUE - -
------------- -------------
- -
Other operating expenses 4 (146,520) (128,829)
------------- -------------
OPERATING LOSS BEFORE TAXATION (146,520) (128,829)
Income tax expense 5 - -
------------- -------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO
EQUITY HOLDERS OF THE COMPANY (146,520) (128,829)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR (146,520) (128,829)
Basic and diluted loss per share (0.11) (0.11)
(pence) 8 p p
============= =============
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
As at As at
31-Dec-2021 31-Dec-2020
Notes GBP GBP
CURRENT ASSETS
Other receivables 7 50 11,324
Prepayments 7 5,336 -
Cash and cash equivalents 311,000 191,321
------------
316,386 202,645
CURRENT LIABILITIES
Other payables 72,007 44,028
Amount due to directors - 21,918
Accruals & Provision 14,200 -
------------
86,207 65,946
------------ ------------
NET ASSETS 230,179 136,699
============ ============
EQUITY ATTRIBUTABLE
TO EQUITY HOLDERS OF
THE COMPANY
Share capital 9 1,440,000 1,200,000
Accumulated losses (1,209,821) (1,063,301)
------------ ------------
TOTAL EQUITY 230,179 136,699
============ ============
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 YEARED 31 December 2021
As at As at
31-Dec-21 31-Dec-20
Notes GBP GBP
Cash flow from operating activities
Loss before tax (146,520) (128,829)
Changes in working capital
Other receivables 5,938 (15)
Amount due to directors (21,918) 25,367
Other payables 42,179 (1,093)
---------- ----------
26,199 24,259
---------- ----------
Net cash used in operating activities (120,321) (104,570)
---------- ----------
Cash flow from financing activities
Proceeds from issuance of 240,000 -
ordinary shares capital
Net cash generated from financing 240,000 -
activities
---------- ----------
Net increase / (decrease) in cash
and cash equivalents 119,679 (104,570)
Cash and cash equivalents at beginning
of year 191,321 295,891
---------- ----------
Cash and cash equivalents at end
of year 311,000 191,321
========== ==========
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 YEARED 31 December 2021
Year ended 31 December 2021
Share Accumulated Total
capital losses
GBP GBP GBP
As at 1 January 2021 1,200,000 (1,063,301) 136,699
Proceeds from issuance of
ordinary shares 240,000 - 240,000
Loss for the year - (146,520) (146,520)
---------- ------------ ----------
Total comprehensive loss
for the year - (146,520) (146,520)
---------- ------------ ----------
As at 31 December 2021 1,440,000 (1,209,821) 230,179
========== ============ ==========
Year ended 31 December 2020
Share Accumulated Total
capital losses
GBP GBP GBP
As at 1 January 2020 1,200,000 (934,472) 265,528
Loss for the year - (128,829) (128,829)
---------- ------------ ----------
Total comprehensive loss
for the year - (128,829) (128,829)
As at 31 December 2020 1,200,000 (1,063,301) 136,699
========== ============ ==========
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 YEARED 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 ("GBP").
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 YEARED 31 December 2021 (continued)
2. Accounting policies (continued)
Going concern
At the reporting date, the Group had cash balance of GBP311,000.
During the financial year , the Company raised GBP240,000 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 YEARED 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 YEARED 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:
As at As at
31-Dec-2021 31-Dec-2020
GBP GBP
Rental of premises 8,453 8,743
Auditors' remuneration:
Fees payable to the Company's auditor
for the audit of the Company's annual
accounts 14,000 15,000
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
GBP1,209,821 (2020: GBP1,063,301) 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 GBP1 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 YEARED 31 December 2021 (continued)
7. OTHER RECEIVABLES
As at As at
31-Dec-21 31-Dec-20
GBP GBP
Other receivables 50 11,324
Prepayments 5,336 -
5,386 11,324
---------- ----------
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
As at As at
31-Dec-2021 31-Dec-2020
GBP GBP
Loss (GBP) (146,520) (128,829)
Weighted average number of shares
(Unit) 132,164,382 119,999,999
Per-share amount (Pence) (0.11) (0.11)
9. SHARE CAPITAL
Number of shares Share capital
GBP
Allotted, called up and fully paid
As at 31 December 2020 119,999,999 1,200,000
Additional 23,999,999 240,000
================= ==============
As at 31 December 2021 143,999,998 1,440,000
================= ==============
VERTU CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 31 December 2021 (continued)
10. DIRECTORS EMOLUMENTS
As at As at
Directors fee for the period 31-Dec-2021 31-Dec-2020
GBP GBP
William Du Kiat Wai 5,000 5,000
Shunita Maghji 5,000 5,000
Simon James Retter 25,000 25,000
35,000 35,000
------------- -------------
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 ow
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 YEARED 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:
As at As at
31-Dec-21 31-Dec-20
GBP GBP
Financial assets
Cash and cash equivalents 311,000 191,321
Total financial assets 311,000 191,321
========== ==========
Financial liabilities measured
at amortised cost
Amount owing to directors - 21,918
Other payables 86,207 44,028
Total financial liabilities 86,207 65,946
========== ==========
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 GBP35,000 (2020: GBP35,000). As at reporting
date, there are no amount to directors (2020: GBP1,249).
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.
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END
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