Grand Vision Media Holdings Plc - Annual Financial Report
FOR IMMEDIATE RELEASE
( “GVMH” or the “Company”)
Audited Final Results
STRATEGIC REVIEW REPORT
FOR THE YEAR ENDED
The CEO Report
We are pleased to report improved results for 2023 compared to the prior year, as we embarked on the post COVID recovery path. However, our business growth is still impacted by the global political situation and slower than expected economic recovery in our region.
Summary of Trading Results
Total revenue for the year was
Cash in hand at the end of the year was
Outlook
We are positive about the outlook in 2024. We believe the local market conditions will improve and with regional tourism rising, we are seeing increases in marketing budgets for our customers, moving towards pre COVID levels. Our emphasis on cross border brand building and assisting our clients to develop distribution channels will also allow us to develop new revenue streams beyond our core marketing income.
Section 172 Statement
The Directors are well aware of their duty under s172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the Group’s employees;
• the need to foster the Group’s business relationships with suppliers, customers and others;
• the impact of the Group’s operations on the community and the environment;
• the desirability of the Group maintaining a reputation for high standards of business conduct; and
• the need to act fairly between members of the Group.
The Board recognises that the long-term success of the
In the following section we identify our key stakeholders, how we engage with them and key activities we have undertaken during the period in question.
Our
We continue to strengthen our relationships with
We develop new strategic partners in the commodities sector, where we help facilitate transactions and earn a commission income. We believe this new revenue stream will provide the Group with recurring income.
Our Shareholders
The Company has been well-supported by its shareholders for many years, who have provided shareholder loans historically, and during 2020, some shareholders participated in the convertible loan note issue. The Company endeavours to keep shareholders updated on regulatory matters, and is committed to provide transparent information to them, both through the annual report and ad-hoc communications.
Our Customers
The Company strives to maintain strong relationships with its customers, which will promote long term growth. The relationships with customers who advertise with the Company are maintained through regular contact and relationship management.
Our Employees
The Company believes that good staff morale engenders increased efficiency and loyalty, and hence promotes staff welfare and well-being. Staff needs are constantly monitored and improved on an ongoing basis.
Principal Risks and Uncertainties
The Directors consider the following risk factors to be of relevance to the Group’s activities. It should be noted that the list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. The risk factors are summarised below:
i. Development Risk
The Group’s development will be, in part, dependent on the ability of the Directors to continue to expand the current business and identify suitable investment opportunities and to implement the Group’s strategy. There is no assurance that the Group will be successful in the expansion of the business, which is dependent on raising sufficient capital.
i. Sector Risk
As the Group operates in the media sector, it is more susceptible to economic downturns and times of uncertainty, as companies will cut marketing budgets before other expenses. Changing technologies and customer requirements means that the Group needs to be innovative with its media offerings, and adapt to market conditions rapidly.
i. Political and Regulatory Risk
The
Group is subject to amendments to laws imposed by
Furthermore, prior to distributing advertisements for certain commodities, advertising distributors and advertisers are obligated to ensure compliance to relevant regulations. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements.
In circumstances involving serious violations, the SAIC or its local branches may revoke violators’ licenses or permits for advertising business operations. In addition, advertisers, advertising operators or advertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties in the course of their advertising business. The Group has implemented procedures to ensure the content of our advertisement are properly reviewed and the advertisement would only be published upon the receipt of content approval from the relevant administrative authorities. However, the Group can provide no assurance that all the content of the advertisements is true and in full compliance with applicable laws.
In the event that the Group was in violation of such regulations the business, financial condition, results of operations and the prospects of the Group could be materially and adversely affected.
i. Environmental Risks and Hazards
All phases of the Group’s operations are subject to environmental regulation in the areas in which it operates. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.
There is no assurance that existing or future environmental regulation will not materially adversely affect the Group’s business, financial condition and results of operations. Environmental hazards may exist on the properties on which the Group holds interests that are unknown to the Group at present. The Board manages this risk by working with environmental consultants and by engaging with the relevant governmental departments and other concerned stakeholders.
i. Internal Control and Financial Risk Management
The Board has overall responsibility for the Group’s systems of internal control and for reviewing their effectiveness. The Group maintains systems which are designed to provide reasonable but not absolute assurance against material loss and to manage rather than eliminate risk.
The key features of the Group’s systems of internal control are as follows:
o Management structure with clearly identified responsibilities; o Production of timely and comprehensive historical management information presented to the Board; o Detailed budgeting and forecasting; o Day to day hands on involvement of the Executive Directors and Senior Management; and o Regular board and meetings and discussions with the Non-executive directors.
The Group’s activities expose it to several financial risks including cash flow risk, liquidity risk and foreign currency risk.
i. Environmental Policy
The Group is aware of the potential impact that its subsidiary and associate companies may have on the environment. The Group ensures that it complies with all local regulatory requirements and seeks to implement a best practice approach to managing environmental aspects.
i. Health and Safety
The Group’s aim is to achieve and maintain a high standard of workplace safety. In order to achieve this objective, the Group provides ongoing training and support to employees and sets demanding standards for workplace safety.
i. Financing Risk
The development of the Group’s business may depend upon the Group’s ability to obtain financing primarily through the raising of new equity capital or debt. The Group’s ability to raise further funds may be affected by the success of existing and acquired investments. The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all) and, if such funding is unavailable, the Group may be required to reduce the scope of its investments or the anticipated expansion. Further, Shareholders’ holdings of Ordinary Shares may be materially diluted if debt financing is not available.
i. Credit Risk
The Group does not have bank loans or other borrowings except for shareholder loans. The Group has benefitted from further shareholder loans, although there is no guarantee that these will continue in the future. We have reviewed the accounts receivable and have made adequate provisions as appropriate.
i. Liquidity Risk
The Directors have reviewed the working capital forecasts for the Group and believe that there is sufficient working capital to fund the business as it progresses to break even. The group is reliant on raising new capital for expansion, which is not guaranteed.
i. Market Risk
The group’s investments is in its subsidiary,
i. Capital Risk
The Group manages its capital resources to ensure that entities in the Group will be able to continue as a going concern, while maximising shareholder return.
The capital structure of the Group consists of equity attributable to shareholders, comprising issued share capital and reserves. The availability of new capital will depend on many factors including a positive operating environment, positive stock market conditions, the Group’s track record, and the experience of management. There are no externally imposed capital requirements. The Directors are confident that adequate cash resources exist or will be made available to finance operations but controls over expenditure are carefully managed.
Environmental, social and governance
A review of the Group’s approach to sustainability and societal impact during the year is set out below:
Climate Change
The Group recognise the increasing importance of climate change triggered by greenhouse gases (GHG) from burning fossil fuels.
We plan to publish targets across 2023/2024. We have made progress in reducing emissions in our offices during 2023, after the impact of COVID-19 pandemic, the majority of our employees return as normal to work in office. Total GHG emissions associated with activities under direct control of management (Scope 1 and 2 emissions) remained at the same level in 2023 versus 2022. In terms of Energy efficiency, our energy usage was on the same level in 2023 compared with 2022.
Environmental
The Group’s operations are conducted in such a manner that compliance is maintained with legal requirements relating to the environment in areas where the Group conducts it business. During the period covered by this report, the Group has not incurred any fines or penalties or been investigated for any breach of environmental regulations.
The Directors consider that, due to the nature of the Group’s operations. It does not have a significant impact on the environment. However, the Group seeks to minimise its carbon impact and recognises that its activities should be carried out in an environmentally friendly manner where practicable. The Group’s environmental impact is under continual review and the Group considers related initiatives on an ongoing basis. In 2023, these included: continued reduction of waste and, where practicable, re-use and recycling of consumables; continued reduction of usage of energy, water and other resources; on going upgrades to LED lighting; and reprogramming of certain air conditioning and air handling systems to increase efficiency and implement timed shut downs when no required.
Facilities and Office Environments
Management engages with its office provider and its facilities management provider to ensure a safe working environment for our employees.
Environmental management is overseen by the Chief Executive Officer.
Supply Chain
We are committed to ensuring that there is no slavery or human trafficking in our supply chains or in any part of our business. We maintain strong working relationships with our suppliers and partners, in order to enhance the efficiency of our business and create value, and make sure we treat suppliers in line with our values and ethical standards. We continually assess our supplier and partner network, and leverage both internal and external expertise to ensure appropriate relationships and fair economics.
Governance
The Board takes issues of governance seriously and seeks to ensure transparency and streamlined administration. The Directors bring a broad range of technical, commercial, business, accounting, audit and corporate finance expertise. Culturally, the Board demonstrates a high degree of integrity, fairness and non-discrimination and promotes these value through the organisation.
Going Concern
The day to day working capital requirements and investment objectives is met by existing cash resources and the issue of equity. At
DIRECTORS' REPORT
FOR THE YEAR ENDED
The directors present their report together with the accounts of
Results and dividends
The trading results for the Group are set out in the consolidated statement of comprehensive income and the consolidated statement of financial position at the end of the year.
The directors have not recommended a dividend.
Directors
The following directors have held office during the period:
Directors’ interests
At the date of this report the directors held the following beneficial interest in the ordinary share capital and share options of the company:
Beneficial
Shareholding Beneficial Percentage of the
Director Shareholding Company’s ordinary
(Held through Cyber Share Capital
Lion Limited)
Edward Kwan-Mang Ng Nil -
Ajay Kumar Rajpal Nil -
Jonathan Yat Pang Lo 22,438,842 23.3%
Frederick Chua Oon - -
Kian
Director Options
Edward Kwan-Mang Ng -
Ajay Kumar Rajpal -
Jonathan Yat Pang Lo -
Totals -
Substantial Interests
The Company has been informed of the following shareholdings that represent 3% or more of the issued ordinary shares of the company as at
Shareholding Percentage of the Company’s
Investor ordinary Share Capita
(Ordinary shares of 10p)
Jonathan Lo 22,438,842 23.3%
Pentawood Limited 12,439,779 12.92%
Stephen Lo 12,439,779 12.92%
Magic Carpet 8,064,486 8.38%
Win Network International 7,328,000 7.61%
Limited *
Timenow Ltd 4,499,016 4.67%
Kwok Keung David Tsoi 3,936,639 4.09%
Knight Wind Limited 3,374,262 3.50%
*Beneficially owned by
Stephen Lo
Financial risk and management of capital
The major balances and financial risks to which the company is exposed to and the controls in place to minimise those risks are disclosed in Note 20.
A description of how the company manages its capital is also disclosed in Note 19.
The Board considers and reviews these risks on a strategic and day-to-day basis in order to minimise any potential exposure.
Emissions
The Group is not an intensive user of fossil fuels or electricity. As a result, it is not practical to determine carbon emission with any degree of accuracy.
Financial instruments
The company has not entered into any financial instruments to hedge against interest rate or exchange rate risk.
Supplier payment policy
It is the Group’s payment policy to pay suppliers in line with industry norms. These payables are paid on a timely basis within contractual terms which is generally 30 to 60 days from date of receipt of invoice.
Auditors
LB Group has been appointed as the auditor of the Company with effect from
Statement of directors' responsibilities
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent company financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and
prudent;
-- state whether they have been prepared in accordance UK adopted
International Accounting Standards
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
Corporate Governance
The Board recognizes that good standards of corporate governance help the Company to achieve its strategic goals and is vital for the success of the Company. The Company adopts proper standards of corporate governance and follows the principles of best practice set out in QCA Corporate Governance Code (2019), as far as is appropriate for the size and nature of the Company and the Group.
■ The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business. These principles are:
■ 1. Establish a strategy and business model which promote long-term value for shareholders;
■ 2. Seek to understand and meet shareholder needs and expectations;
■ 3. Take into account wider stakeholder and social responsibilities and their implications for long tern success;
■ 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation;
■ 5. Maintain the board as a well-functioning balanced team led by the Chair;
■ 6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
■ 7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
■ 8. Promote a corporate culture that is based on ethical values and behaviours;
■ 9. Maintain governance structures and processes that are fit for purpose and support good decision-making
■ by the Board; and
■ 10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
■ There follows a short explanation of how the Company applies each of the principles.
■ Principle 1 – Business Model and Strategy
■
■
The OOH business focusses on innovative visual technologies in cinema spaces, with a view to broaden the technologies and locations. The partnerships with cinema groups across
■
The digital marketing business has well established clients and uses common digital platforms across the
■ For further information on the market, the future strategy of the Company and the risks the Board consider to be the most significant for potential investors, Shareholders are referred to Strategic Report in the latest Annual Report and Accounts (which is available on our website).
■ Principle 2 – Understanding Shareholders‘ Needs and Expectations
■ Communication with shareholders is co-ordinated and led between the CEO who is the Company’s principal spokesperson with investors and other interested parties.
■ The Company is in dialogue with, and holds meetings with, shareholders and brokers representing private shareholders as required, providing them with such information on the Company’s progress as is permitted MAR and requirements of relevant legislation.
■ The Company regularly updates its website and releases news flow and operational updates. Communications are also provided through the Company’s Annual and Interim Reports.
■ Shareholders are encouraged to attend the Annual General Meeting, which the Board believes is a good opportunity to communicate directly with shareholders.
■ The Company discloses contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.
■ Principle 3 – Consider Wider Stakeholder and Social Responsibilities
■ The Board believes that its stakeholders (other than shareholders) are its employees, customers, suppliers and their funders.
■ The Board recognises that the long-term success of the Company is reliant upon the efforts of the Company, advisers and these stakeholders.
■ The Board makes every effort to communicate effectively with all stakeholders, to ensure that the Company complies with contractual terms.
■ Principle 4 – Risk Management
■ The Board has overall responsibility for the determination of the Company’s risk management objectives and policies and recognises the need for an effective and well-defined risk management process. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of the Company’s risk appetite including the identification, assessment and monitoring of the Company’s principal risks.
■ For further information on the risks the Board consider to be the most significant for potential investors, Shareholders are referred to the Strategic and Directors’ Report contained in the latest Report and Accounts which are available on the Company’s website.
■ Principle 5 – A Well-functioning Board of Directors
■ The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Board’s responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company on behalf of Shareholders, to whom the Directors are accountable. The primary duty of the Board is to act in the best interests of the Company at all times.
■ The Board also addresses issues relating to internal control and the Company’s approach to risk management.
■ The Board consists of one Executive Director and two Non-Executive Directors, both of whom are considered to be independent. All the Directors are expected to devote as much time to the affairs of the Company as may be necessary to fulfil their roles.
■
■ At formal meetings, the Board receives reports by the CEO on the overall performance since the
■ previous Board meeting. He is supported by the subsidiary financial controller on financial detail. They are followed by reports on other matters, particularly progress with development projects.
■ There is a formal schedule of matters reserved for the Board. This includes the setting of high-level targets, approval of budgets, strategy, funding, capital expenditure, license agreements and incentive schemes. Specific authority levels for expenditure are delegated to individual executives or management committees according to a schedule agreed by the Board.
■ Whilst the bulk of the formulation of budgets and strategy is undertaken by senior management, this is done against a framework set by the whole Board, challenged by it in detail and finally approved by it.
■ Financial information submitted regularly to the Board includes monthly balance sheets and profit & loss accounts; together with analyses of movements in cash, trade debtors and creditors, and fixed assets.
■ Certain other high level decisions that cannot await the convening of a formal Board meeting may be agreed by way of written resolutions. In such cases supporting papers are submitted to the directors and they are given the opportunity to discuss the matter with other directors and executive management. Written resolutions are deemed passed only if all directors vote in favour.
■ Overcoming geographic and time differences
■ The Board is conscious of the need to overcome the difficulties that can arise from the time differences and geographic separations that face directors; both between and within regions.
■ It is not practical or cost-justified for the whole Board to meet face-to-face at every board meeting. So where one or more director is unable to be physically present, use is made of telephone conference calls.
■ Principle 6 – Appropriate Skills and Experience of the Directors
■ The Company believes that the current balance of skills within the Board as a whole reflects a broad and appropriate range of commercial, technical and professional skills relevant to the business.
■ Biographical details of each of the Directors and officers are set out below:
■
■ Chief Executive Officer
■
■
■ Non-executive Director
■
Mr.
He started his career in 1991 as equity research and sales in
■
■ Non-executive Director
■
Mr.
■ The Directors have access to the Company’s external advisers e.g. lawyers and auditors as and
■ when required and are able to obtain advice from other external advisers when necessary.
■ All Directors have access to independent legal advice at the Company’s expense.
■ The Board will seek to take into account Board imbalances for future nominations, with areas to take
■ into account including gender balance.
■ Principle 7 – Evaluation of Board Performance
■ Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner.
■ From 2018 however, the Board will formally review and consider the performance of each director at or around the time of publication of the company’s annual report.
■ On an ongoing basis, board members maintain a watching brief to identify relevant internal and external candidates who may be suitable additions to or backup for current board members.
■ The Company undertakes annual monitoring of personal and corporate performance. Responsibility for assessing and monitoring the performance of the executive directors lies with the independent
■ non-executive director.
■ Agreed personal objectives and targets including financial and non-financial metrics are set each year for the executive directors and performance measured against these metrics.
■ The Board as a whole is mindful of the need for considering succession planning.
■ Principle 8 – Corporate Culture
■ The Board believes that the promotion a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value in the medium to long-term. The Company recognises the importance of promoting an ethical corporate culture, interacting responsibly with all stakeholders and the communities in which the Company operates.
■ The Company maintains and annually reviews a handbook that includes clear guidance on what is expected of every employee and officer of the company. Adherence of these standards is a key factor in the evaluation of performance within the company, including during annual performance reviews.
■ Guided by the Group’s core values of simplicity, empowerment, passion, innovation and authenticity, the Group seeks to promote a culture where its people can thrive. For GVMH, this means promoting strong business ethics and putting in place policies and programmes to build trust with employees.
■ As a first priority, GVMH seeks to uphold individual human rights in its operations and expects the same from all partners. The Group’s policies outline the behaviours expected from employees and suppliers at all times and set out the Group’s zero tolerance approach towards any form of modern slavery, discrimination or unethical behaviour relating to bribery, corruption or business conduct.
■ The GVMH diversity policy outlines the Group’s commitment to building an inclusive culture, where people feel able to be their best at work, irrespective of age, race, sexual orientation, religion, national origin or gender.
■ Principle 9 – Maintenance of Governance Structures and Processes
■ The Board provides strategic leadership for the Company and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the
■ business, and defining the strategic goals that the Company implements in its business plans.
■ The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of matters that are reserved as the responsibility of the Board. The CEO leads the development of business strategies within the Group’s operations. The Board currently consists of one Executive Directors and two
■ Non-executive Directors.
■ The Board considers that there is an appropriate balance between the Executives and Non-executives and that no individual or small group dominates the Board’s decision making.
■ The Board’s members have a wide range of expertise and experience and it is felt that concerns may be addressed to the Non-executive Directors.
■ The Board has considered mechanisms by which the business and the financial risks facing the Company are managed and reported to the Board. The principal business and financial risks have been identified and control procedures implemented. The Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk and to provide reasonable but not absolute assurance with regard to the safeguarding of the Company’s assets against misstatement or loss.
■ Internal controls
■ The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s internal control system include:
■ • Close management of the day to day activities of the Group by the executive Directors;
■ • An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision making and rapid implementation whilst minimising risks;
■ • A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and cash flow, which is approved by the Board;
■ • Detailed monthly reporting of performance against budget; and
■ • Central control over key areas such as capital expenditure authorisation and banking facilities.
■ The Company continues to review its system of internal control to ensure compliance with best practice, whilst also having regard to its size and the resources available. The Board considers that the introduction of an internal audit function is not appropriate at this juncture.
■ The CEO has overall responsibility for corporate governance and in promoting high standards
■ throughout the Company. He leads and chairs the Board, ensuring that that performance of individual Directors, the Board and its committees are reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees communication between the Company and its shareholders.
■ The Executive Director is responsible for implementing and delivering the strategy and operational decisions agreed by the Board, making operational and financial decisions required in the day-to-day operation of the Company, providing executive leadership to managers, championing the Company’s core values and promoting talent management.
■ The Independent Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Executive Director and ensure that the Company is operating within the governance and risk framework approved by the Board.
■ The Board reviews annually the effectiveness of its corporate governance structures and processes.
■ The primary duty of the Board is to act in the best interests of the Company at all times. The Board
■ also addresses issues relating to internal control and the Company’s approach to risk management.
■
The Company has also implemented a code for Directors´ and employees´ dealings in securities which is appropriate for a company whose securities are traded on the
■ Principle 10 – Shareholder Communication
■ The Board is committed to maintaining good communication with its shareholders and investors,
■ providing them with such information on the Company’s progress as is permitted by MAR and the requirements of the relevant legislation.
■ The Board believes that the Company’s Annual Report and Accounts, and its Interim Report published after the half year, play an important part in presenting all shareholders with an assessment of the Company’s position and prospects.
■ The Annual General Meeting is the principal opportunity for private shareholders to meet and discuss the Company’s business with the Directors. There is an open question and answer session during which shareholders may ask questions both about the resolutions being proposed and the business in general. The Directors are also available after the meeting for an informal discussion with shareholders.
■ Results of shareholder meetings and details of votes cast will be publicly announced through RNS and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.
■ All reports and press releases are published on the Group’s website: www.gvmh.co.uk,
■ and the Company will continue to keep its website up to date, participate in investor presentations,
■ attend conferences and release news flow and operational updates as appropriate.
Application of principles of good governance by the board of directors
The board currently comprises the three directors:
There are regular board meetings each year and other meetings are held as required to direct the overall Company strategy and operations. Board meetings follow a formal agenda covering matters specifically reserved for decision by the board. These cover key areas of the Company’s affairs including overall strategy, acquisition policy, approval of budgets, major capital expenditure and significant transactions and financing issues.
The board undertakes a formal annual evaluation of its own performance and that of its committees and individual directors, through discussions and one-to-one reviews with the chairman and the senior independent director.
Statement of disclosure to auditors
Each person who is a Director at the date of approval of this Annual Report confirms that:
• So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware; and
• Each Director has taken all the steps that he ought to have taken as Director in order to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
• Each Director is aware of and concurs with the information included in the Strategic Report.
Post Balance Sheet Events
Further information on events after the reporting date is set out in note 24.
Branches Outside the
The Group head office is in
The Directors’ have chosen to produce a Strategic Report that discloses a fair review of the Group’s business, the key performances metrics that the Directors review along with a review of the key risks to the business.
In accordance with Section 414C (1) of the Companies Act 2006, the group chooses to report the review of the business, the future outlook and the risks and uncertainties faced by the Company in The Strategic Report on page 4.
Directors’ Remuneration Report
The remuneration committee consisted of
2023 2022
Director Options Vested Options Vested
Edward Ng - -
Ajay Rajpal - -
Jonathan Lo - -
Total - -
During the year, 4,000,000 options vested in 2020 were lapsed and not exercised.
The Company has one executive director.
The remuneration policy
It is the aim of the committee to remunerate executive directors competitively and to reward performance. The remuneration committee determines the company's policy for the remuneration of executive directors, having regard to the
Service agreements and terms of appointment
The directors have service contracts with the company.
Directors' interests
The directors' interests in the share capital of the company are set out in the Directors’ report.
Directors' emoluments
Salaries and Fees Group Company
2023 2022 2023 2022
HK$’000 HK$’000 HK$’000 HK$’000
Ajay Rajpal 480 480 120 120
Jonathan Lo 1,080 1,080 480 480
Frederick Chua Oon Kian - - - -
1,320 1,320 600 600
No pension contributions were made by the company on behalf of its directors apart for
Approval by shareholders
At the next annual general meeting of the company a resolution approving this report is to be proposed as an ordinary resolution.
This report was approved by the board on 29
th
On behalf of the board
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GRAND VISION MEDIA HOLDINGS PLC
Report on the audit of the financial statements
1. Opinion
In our opinion:
-- the financial statements of Grand Vision Media Holdings Plc (the ‘parent
company’) and its subsidiaries (the ‘group’) give a true and fair view
of the state of the group’s and of the parent company’s affairs as at 31
December 2023 and of the group’s loss for the year then ended;
-- the group financial statements have been properly prepared in accordance
with United Kingdom adopted international accounting standards [and
International Financial Reporting Standards (IFRSs) as issued by the
International Accounting Standards Board (IASB);
-- the parent company financial statements have been properly prepared in
accordance with United Kingdom adopted international accounting
standards and as applied in accordance with the provisions of the
Companies Act 2006; and
-- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
-- the consolidated income statement;
-- the consolidated statement of comprehensive income;
-- the consolidated and parent company balance sheets;
-- the consolidated and parent company statements of changes in equity;
-- the consolidated cash flow statement;
-- the statement of accounting policies; and
-- the related notes 1 to 24.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law,
1. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (
We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
1. Summary of our audit approach
Key audit matters The key audit matter we identified in the
current year was going concern assumption.
The materiality that we used for the group
Materiality financial statements was HK$59,600 (2022:
HK$29,800 ) which was determined on the basis
of revenue.
Those entities subject to audit represented
100% of the group’s consolidated revenue
(2022: 100% of revenue) achieved through a
Scoping combination of direct testing and specified
audit procedures, including substantive
analytical review procedures, performed by
the group auditor and component auditors
across the world.
Significant changes in our approach There have been no significant changes in
our approach in the current year.
1. Material Uncertainty related to going concern.
We draw attention to the going concern section in the notes 2.3 to the financial statements. The group's ability to generate funds to meet short term operating cash requirements and loan repayments is reliant on the group's ability to obtain alternative financing. The timing of sales is uncertain and as a result the group is currently reliant on shareholders’ loans being extended when they come up for repayment. These events or conditions, along with other matters as set out in note 2.3 indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter
1. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Key audit matter title
The financial statements have been
prepared the notes to the financial
statements.
Historically, the Group has been loss
making, and has raised capital and taken
out borrowings to fund costs during
Covid-19 and the years after.
Going concern assumption Accumulated losses shown in the
Consolidated Balance Sheet totalled
HK$90,761,390 as at 31 December 2023 .
We included the going concern assumption
as a key audit matter as it relies on
existing cash reserves and revenue
growth generating sufficient cashflows
to cover necessary expenditure.
Our evaluation of the directors’
assessment of the group’s and parent
company’s ability to continue to adopt
the going concern basis of accounting
included:
– Testing controls over management’s
going concern model, including the
review of the inputs and assumptions
used in the model
– Identifying the key assumptions,
including those relating to the current
macroeconomic uncertainty, and
evaluating the appropriateness of these
assumptions and their consistency with
management’s presentations to the Board
and Audit Committee
– Comparing the forecasts within the
How the scope of our audit responded to going concern model to recent historical
the key audit matter financial information
– Testing the mechanical accuracy of the
going concern model
– Testing the covenant compliance
calculations and headroom thereof, both
under the group’s forecasts and in
severe downside scenarios
– Confirming the existence and
availability of financing facilities
– Evaluating the appropriateness of
management’s sensitivity analysis
modelled under their most severe
scenario, including an evaluation of the
mitigating actions available to
management
– Evaluating the disclosures on going
concern
Based on our procedures, we determined
Key observations management’s assumptions used in the
going concern to be reasonable.
1. Our application of materiality
1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial
statements
Materiality HK$59,600 (2022: HK$29,800 ) HK$3,104 (2022: HK$29,800 )
We have considered a number The basis for materiality
of metrics when determining is total assets. The
group materiality, materiality used is 5% of
Basis for determining including Total assets; Net assets (2022: 1% of
materiality revenue; and total equity. Revenue), and is capped at
Our selected materiality 50% of group materiality
figure represents 1% of (2022: 100%).
revenue.
We have determined that the Due to the nature of the
critical benchmark for the company as a parent entity
Rationale for the Group was revenue because holding company, we
benchmark applied we consider this measure to consider total assets to be
be the primary focus of the most appropriate basis
users of the financial for materiality.
statements.
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent company financial
statements
Performance materiality 70% (2022: 70%) of group 70% (2022: 70%) of parent
materiality company materiality
In determining performance materiality, we considered
the following factors:
a. the nature, volume and size of misstatements
Basis and rationale for (corrected and uncorrected) in the previous audit;
determining performance b. whether this was a first year audit or significant
materiality changes in the business might affect our ability to
forecast misstatements;
c. high turnover of management or key accounting
personnel;
d. prior period adjustments; or
e. prior period errors found in the current year.
6.3. Error reporting threshold
We agreed with the Audit Committee
that we would report to the Committee all audit differences in excess of
1. An overview of the scope of our audit
1. Identification and scoping of components
We performed a full scope audit on the Group. 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.
7.2. Our consideration of the control environment
7.3. Our consideration of climate-related risks
Our risk assessment procedures in relation to the impact of climate-related risks involved obtaining an understanding of management’s relevant processes and controls. We further reviewed management’s paper assessing these risks. We evaluated these risks to assess whether they were complete and consistent with our understanding of the entity and our wider risk assessment procedures.
Our procedures to address our identified risks involved considering the impact of the risks on the financial statements overall, including in the application of individual accounting standards. Such considerations included the impact of changes in regulation and reporting standards. We further reconciled the disclosures made to underlying supporting evidence.
7.4. Working with another auditor
The group audit team exercises its oversight of component auditor using a carefully designed programme, which considers a variety of factors including the size and complexity of the entity. The group audit team directs, supervises and evaluates the audit work performed by component audit team by:
– Speaking regularly with teams about the status of their work
– Reviewing reporting and underlying workpapers where determined to be necessary
– Attending key meetings including close meetings
In order to drive consistency and comparability over the audit work performed by our component auditor, the group engagement team directly leads the risk assessment process in all areas of the audit. This process involves workshops with our local audit team to enhance and confirm the group teams understanding of local processes and risks. After consideration of how the nature and extent of those operating unit level risks contribute to risk of material misstatement at a group level the group engagement team, in consultation with the local team, confirms the specific audit procedures that component auditors are instructed to perform.
In years when we elect to not visit a component, either physically or virtually, we:
– Include the component audit partner in our team planning meeting
– Discuss the results of the Group-led risk assessment
– Review the documentation of the findings from their work and discuss with them as needed
These are designed so that the Senior Statutory Auditor or a senior member of the group audit team can have oversight of the work of our component auditor on a regular basis. In addition, we assess the competence of each of our component auditor.
We also hold weekly meetings with management during our audit fieldwork at a global level in order to update our understanding of the Group and its environment on an ongoing basis.
1. Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the 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 this regard.
1. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’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 the parent company or to cease operations, or have no realistic alternative but to do so.
1. 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 (
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.
1. Extent to which 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.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
-- the nature of the industry and sector, control environment and business
performance including the design of the group’s remuneration policies,
key drivers for directors’ remuneration, bonus levels and performance
targets;
-- results of our enquiries of management, the directors and the audit
committee about their own identification and assessment of the risks of
irregularities, including those that are specific to the group’s sector;
-- any matters we identified having obtained and reviewed the group’s
documentation of their policies and procedures relating to:
o identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; o detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; o the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
-- the matters discussed among the audit engagement team regarding how and
where fraud might occur in the financial statements and any potential
indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (
We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the
11.2. Audit response to risks identified
As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.
Our procedures to respond to risks identified included the following:
– Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.
– Enquiring of management, the audit committee and external legal counsel concerning actual and potential litigation and claims.
– Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
– Reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax authorities.
– In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, including those made outside of local operational reporting; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and significant component audit teams, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
1. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
-- the information given in the strategic report and the directors’ report
for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
-- the strategic report and the directors’ report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
1. Corporate Governance Statement
The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the group’s compliance with the provisions of the
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
-- the directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified [set out on page 38];
-- the directors’ explanation as to its assessment of the group’s
prospects, the period this assessment covers and why the period is
appropriate [set out on page 4];
-- the directors' statement on fair, balanced and understandable [set out
on page 4 - 5];
-- the board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks [set out on page 17]; and
-- the section of the annual report that describes the review of
effectiveness of risk management and internal control systems [set out
on page 17 - 18].
1. Matters on which we are required to report by exception
1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
-- we have not received all the information and explanations we require for
our audit; or
-- adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
-- the parent company financial statements are not in agreement with the
accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
1. Other matters which we are required to address
1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by the company at the Annual General Meeting on
15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISAs (
1. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 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.
As required by the
[Signature]
For and on behalf of
Statutory Auditor
Statements of Comprehensive Income for the year ended
Group Group Company Company
For the year For the year For the year For the year
ended ended ended ended
31 December 31 December 31 December 31 December 2022
2023 2022 2023
Note HK$’000 HK$’000 HK$’000 HK$’000
Revenue 4 5,962 3,974 - -
Cost of sales (4,210) (3,261) - -
Gross profit 1,752 713 - -
Other income 4 6 261 - -
Other expenses (13) - - -
1,745 974 - -
Administrative 6 (5,640) (6,683) (1,202) (1,432)
expenses
Impairment loss
on the - - 757 420
intercompany
current account
Loss for the
period from (3,895) (5,709) (445) (1,012)
operations
Finance costs 5 (18) (7) - -
Loss for the
period before (3,913) (5,716) (445) (1,012)
tax
Income tax 7 - - - -
expense
Loss for the (3,913) (5,716) (445) (1,012)
period
Other
comprehensive
income
(loss)/income
Exchange
differences
arising on (349) (2,135) - -
translation of
foreign
operations
Total
comprehensive (4,262) (7,851) (445) (1,012)
loss for the
period
Loss profit
attributable to
Equity holders
of parent (3,793) (5,718) (445) (1,012)
company
Non-controlling (121) 2 - -
interests
(3,913) (5,716) (445) (1,012)
Total comprehensive
loss
attributable to:
Equity holders
of the parent (4,141) (7,853) (445) (1,012)
company
Non-controlling (121) 2 - -
interests
(4,262) (7,851) (445) (1,012)
Loss per shares
- Basic and 8 (0.06) (0.06) (0.01) (0.01)
diluted HK$
Statements of financial position as at
Group Group Company Company
As at As at As at As at
31 December 31 December 31 December 2023 31 December 2022
2023 2022
Notes HK$’000 HK$’000 HK$’000 HK$’000
Assets
Non-current
assets
Property, plant 9 20 12 - -
and equipment
Right of use 10 527 1,103 - -
assets (IFRS16)
Investment in 11 - - - -
Subsidiaries
Total
non-current 547 1,115 - -
assets
Current assets
Trade and other 12 1,399 978 - -
receivables
Deposits and 12 234 216 57 60
prepayments
Amount due from 13 - - - -
subsidiaries
Cash and cash 14 291 258 5 5
equivalents
Total current 1,925 1,452 62 65
assets
Total assets 2,472 2,567 62 65
Equity and
liabilities
Equity
Share capital 19 96,017 96,017 96,017 96,017
Share premium 44,106 44,106 44,106 44,106
Group
Re-organization (100,031) (100,031) - -
Reserve
Capital
Contribution
arising from 844 844 - -
Shareholder’s
Loan
Other Reserves 1,082 2,057 1,082 1,082
Exchange 3,687 4,838 745 1,964
Reserves
Accumulated (90,761) (87,943) (152,026) (151,581)
deficit
Equity
attributable to (45,056) (40,112) (10,076) (8,412)
owners of the
parent
Non-controlling (593) (473) - -
interests
Total equity (45,649) (40,585) (10,076) (8,412)
Liabilities
Non-current
liabilities
Convertible 17 5,601 5,326 5,601 5,326
Bonds
Shareholder 18 974 9,676 974 926
loans
Total
non-current 6,575 15,002 6,575 6,252
liabilities
Current
liabilities
Trade and other 15 14,699 12,717 3,563 2,225
payables
Lease 21 533 1,104 - -
Liabilities
Amount due to a 4,926 3,513 - -
director
Deposits 1 79 - -
received
Shareholder 21,387 10,737 - -
loan
Total current 41,546 28,150 3,563 2,225
liabilities
Total 48,121 43,152 10,138 8,477
liabilities
Total equity 2,472 2,567 62 65
and liabilities
Approved by the Board and authorised for issue on
Director
■ Company Registration No. 10028625
Statements of Changes in Equity (Company)
Share Share premium Other Exchange Retained Total equity
capital reserves reserves earnings
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Balance at 1 96,017 44,106 2,402 255 (151,889) (9,109)
January 2022
Loss for the - - - - (1,012) (1,012)
year
Other
comprehensive - - - 1,709 - 1,709
income
Share based - - - - - -
payments
Lapse of the - - (1,320) - 1,320 -
share option
Total
comprehensive - - (1,320) 1,709 308 697
income
Balance at 31 96,017 44,106 1,082 1,964 (151,581) (8,412)
December 2022
Change in
equity for
2023
Loss for the - - - - (445) (445)
year
Other
comprehensive - - - (1,219) - (1,219)
income
Share based - - - - - -
payments
Lapse of the - - - - - -
share option
Total
comprehensive
income
Balance at 31 96,017 44,106 1,082 745 (152,026) (10,076)
December 2023
Statements of Changes in Equity (Group)
Share Share Reverse Other Exchange Capital Retained Non-controlling Total
capital premium Acquisition reserve reserve contribution earnings Total interests equity
reserve reserves
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
GVMH PLC
Balance at 1 96,017 44,106 (100,031) 3,377 2,191 844 (83,544) (37,040) (475) (37,515)
January 2022
Exchange - - - - 2,647 - - 2,647 - 2,647
Reserve
Lapse of the - - - (1,320) - - 1,320 - - -
share option
Other reserve - - - - - - - - - -
Non-Controlling - - - - - - - - 2 2
Interest
Loss for the - - - - - - (5,719) (5,719) - (5,719)
period
Balance at 31 96,017 44,106 (100,031) 2,057 4,838 844 (87,943) (40,112) (473) (40,585)
DECEMBER 2022
Exchange - - - - (1,151) - - (1,151) - (1,151)
Reserve
Lapse of the - - - (975) - - 975 - - 975
share option
Other reserve - - - - - - - - - (975)
Non-Controlling - - - -- - - - - (120) (593)
Interest
Loss for the (3,793) (3,793) (3,793)
period
Balance at 31 96,017 44,106 (100,031) 1,082 3,687 844 (90,761) (45,056) (593) (45,649)
DECEMBER 2023
Share capital is the amount subscribed for shares at nominal value.
The share premium has arisen on the issue of shares at a premium to their nominal value.
Share-based payments reserve relate to the charge for share-based payments in accordance with IFRS 2.
Retained earnings represent the cumulative loss of the Group attributable to equity shareholders.
The reverse acquisition reserve arose in
Statements of Cash flows for the year ended
Group Group CompanyFor the Company
For the year For the year year
For the year
ended ended ended ended
31 December 31 December 31 December 2023 31 December 2022
2023 2022
HK$’000 HK$’000 HK$’000 HK$’000
Operating
activities
Loss before (3,913) (5,716) (445) (1,012)
taxation
Adjustments for:
Depreciation 585 668 - -
Finance costs 17 8 - -
Reverse of
overprovided - -
interest
Operating loss
before changes in (3,311) (5,040) (445) (1,012)
working capital
Gain on disposal of - - - -
subsidiary
Decrease/
(increase) in trade (421) 345 0 (4)
and other
receivables
Decrease/
(increase) in (18) (25) 3 -
deposits and
prepayments
(Decrease)/Increase
in trade and other 1,982 415 (1,288) (2,486)
payables
(Decrease)/Increase (78) 68 - -
in deposit received
Cash generated used
in operating (1,846) (4,237) (1,730) (3,502)
activities
Investing
activities
Payment for
purchase of (17) - - -
property, plant and
equipment
Net cash outflow
from investing (17) - - -
activities
Financing
activities
Increase in an
amount due from 1,413 (76) - -
director
Proceeds from 2,223 2,365 - -
shareholder loans
Increase in loans
due from - - (434) (591)
subsidiaries
Increase in
convertible loans
Principal portion (589) (613)
of lease payment
Net cash generated
from Financing 3,047 1,676 (434) (591)
activities
Net
(decrease)/increase 1,184 (2,561) (2,164) (4,093)
in cash and cash
equivalents
Cash and cash
equivalents at 1 258 172 5 126
January
Effect of foreign
exchange rate (1,151) 2,647 2,164 3,972
changes
Cash and cash
equivalents at 31 291 258 5 5
December
Represented by:
Bank balance and 291 258 5 5
cash
Notes to the financial statements
1. Reporting entities
The Company is a
1. Accounting policies
2.1. Statement of compliance
The consolidated financial statements have been prepared in accordance with
2.2. Basis of preparation of the financial statements
The consolidated financial statements consolidate those of the Company and its subsidiaries (together the “Group” or “Grand Vision Media Holdings Plc”). The consolidated financial statements of the Group and the individual financial statements of the Company are prepared in accordance with applicable
Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries and associated undertakings. All of the subsidiaries have the same reporting date of 31 December.
Changes in accounting policies
The accounting policies adopted in the preparation of these consolidated financial statements are consistent with those followed in the preparation of the consolidated financial statements for the year ended
2.3. New standards, interpretations and amendments effective in the current financial year have not had a material impact on the consolidated Group financial statements.
Standards issued by the IASB not effective for the current year and not early adopted by the Group
Whilst the following standards and amendments are relevant to the Group, they have been assessed as having minimal or no financial impact or additional disclosure requirements at this time:
- Non-current Liabilities with Covenants (Amendments to IAS 1) (applicable for annual periods beginning on or after 1 January 2024).
-
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures - Supplier Finance Arrangements, require additional disclosure of information about Group supplier finance arrangements. The disclosure requirements will apply for annual reporting periods beginning on or after
- Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 (applicable for annual periods beginning on or after 1 January 2024);
-
IFRS 16 amendments ‘Lease liability in a sale and leaseback’, which will become effective in the consolidated Group financial statements for the financial year ending
-
IFRS 17 ‘Insurance contracts’ will become effective in the consolidated Group financial statements for the financial year ending
The Directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Company in future periods.
Going concern
The Group meets its day to day working capital requirement through use of cash reserves and existing shareholder loans. The Directors have considered whether the going concern basis is applicable in the preparation of the financial statements. This included the review of internal budgets, forecasts and financial results which show that there is a reasonable expectation that the Group should be able to operate within the level of its current funding arrangement. The Directors have reasonable expectation that the Group has adequate resources to continue operation for the foreseeable future for the reason they have adopted to going concern basis in the preparation of financial statement.
The Group incurred a loss of
After careful consideration of the matters set out above, the Directors are of the opinion that the group will be able to undertake its planned activities for the period to
Nevertheless, due to the uncertainties inherent in meeting its revenue predictions and obtaining obstacle funding these can be no certainty in these respects. The financial statements do not include any adjustments that would result if the group was unable to continue as a going concern.
2.4.
Subsidiaries and non-controlling interests and
Subsidiaries are all entities over which
In
Although the consolidated financial information has been issued in the name of
The assets and liabilities of the legal subsidiary are recognized and measured in the Group financial statements at the pre-combination carrying amounts and not re-stated at fair value.
The retained earnings and other reserves balances recognized in the Group financial statements reflect the retained earnings and other reserves balances of the legal subsidiary immediately before the business combination and the results of the period from
The equity structure (share capital and share premium) appearing in the Group financial statements reflects the equity structure of
2.5. Available-for-sale investments
Available-for-sale investments represent an investment in the securities. At the end of each reporting period the fair value is remeasured, with any resultant gain or loss being recognised in other comprehensive income and accumulated separately in equity in the fair value reserve. As an exception to this, investments in equity securities that do not have a quoted price in an active market for an identical instrument and whose fair value cannot otherwise be reliably measured are recognised in the statement of financial position at cost less impairment losses. Dividend income from equity securities and interest income from debt securities calculated using the effective interest method are recognised in profit or loss in accordance with the policies. Foreign exchange gains and losses resulting from changes in the amortised cost of debt securities are also recognised in profit or loss.
When the investments are derecognised or impaired, the cumulative gain or loss recognised in equity is reclassified to profit or loss. Investments are recognised/derecognised on the date
2.6. Property, plant and equipment
The property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in profit or loss on the date of retirement or disposal.
Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives as follows:
Display panels and CMS 30% - 33.33% Computer equipment 30% - 33.33% Furniture’s and fixtures 30% - 33.33% Leasehold improvements 30% - 50%
Both the useful life of an asset and its residual value, if any, are reviewed annually.
The carrying value of the property, plant and equipment is compared to the higher of value in use and the fair value less costs to sell. If the carrying value exceeds the higher of the value in use and fair value less the costs to sell the asset, then the asset is impaired and its value reduced by recognising an impairment provision.
2.7. Impairment of non-financial assets, other than inventories
At the end of each reporting period, property, plant and equipment and investments in a subsidiary are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset (or
If an impairment loss subsequently reverses, the carrying amount of the asset (or
2.8. Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to completion and the estimated costs necessary to make the sale.
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write down or loss occurs. The amount of any reversal of any write-down of inventories is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.
2.9. Trade and other receivables
The Group classifies all its financial assets as trade and other receivables. The classification depends on the purpose for which the financial assets were acquired.
Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss.
The Group’s loans and receivables financial assets comprise other receivables (excluding prepayments) and cash and cash equivalents included in the Statement of Financial Position.
2.10. Cash and cash equivalents
Cash and cash equivalents comprise cash and bank balance. Bank overdrafts that are repayable on demand and form an integral part of GVMH PLC’s cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated cash flow statement.
2.11. Trade and other payables
Trade and other payables are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.
2.12. Shareholders loan
Shareholders loans are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest method. The difference between the fair value and the carrying amortised cost (i.e. the effective interest portion) is first recognized in equity as capital contribution reserve.
2.13. Employee benefits
Short-term benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group.
2.14. Taxation
(i) Current tax
The tax currently payable is based on taxable profit for the period. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit or loss because of items of income or expense that are taxable or deductible in other periods and items that are never taxable or deductible. Grand Vision Media Holding Plc’s current tax is calculated using rates that have been enacted during the reporting period
(ii) Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base, except for differences arising on:
• the initial recognition of goodwill;
• the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
• investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities.
The Group is entitled to a tax deduction on the exercise of certain employee share options. A share-based payment expense is recorded in the income statement over the period from the grant date to the vesting date of the relevant options. As there is a temporary difference between the accounting and tax bases, a deferred tax asset may be recorded. The deferred tax asset arising on share option awards is calculated as the estimated amount of tax deduction to be obtained in the future (based on the Group’s share price at the balance sheet date) pro-rated to the extent that the services of the employee have been rendered over the vesting period. If this amount exceeds the cumulative amount of the remuneration expense at the statutory rate, the excess is recorded directly in equity, against retained earnings. Similarly, current tax relief in excess of the cumulative amount of the Share-based payments expense at the statutory rate is also recorded in retained earnings.
2.15. Provision and contingent liabilities
Provisions are recognised for other liabilities of uncertain timing or amount when
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
2.16. Revenue recognition
After the adoption of IFRS 15, the company recognise revenue from contracts with customers when (or as) the company satisfies a performance obligation by transferring a promised good or service (i.e., an asset) to a customer. An asset is transferred When (or as) the customer obtains control of that asset. When (or as) a performance obligation is satisfied, the company recognises as revenue the amount of the transaction price (which includes estimates of variable consideration that are constrained in accordance with IFRS 15) that is allocated to that performance obligation. Further details of the company’s revenue and other income recognition policies are as follows:
(i) Service income is recognised as income on a straight-line based over the term, unless another systematic basis is more representative of the time pattern of the user’s benefit.
(ii) Barter revenueis recognised only when the goods or services being exchanged are of a dissimilar nature. Barter revenue is measured at the fair value of goods or services rendered, adjusted by the amount of cash or cash equivalents received or paid. If the fair value of the goods or services rendered cannot be relaibly measured, the revenue is measured at the fair value of the goods or services received, again adjusted by the amount of cash or cash equivalents received
(iii) Interest income is recognised on a time-proportion basis using the effective interest method. When a loan and receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables is recognised using the original effective interest rate.
2.17. Translation of foreign currencies
Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the end of the reporting period. Exchange gains and losses are recognised in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction dates.
Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated using the foreign exchange rates ruling at the dates the fair value was measured.
The results of foreign operations are translated into
On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation is reclassified from equity to profit or loss when the profit or loss on disposal is recognised.
Exchange rates used in these accounts :
GBP/HKD : 9.94
USD/HKD : 7.75
RMB/HKD : 1.10
SGD/HKD : 5.67
The functional currency of the Group is Hong Kong Dollars (HKD), its subsidiaries are also in HKD. The presentational currency of the Group is HKD because a significant amount of its transactions is in HKD. The functional currency of the Company is British Pound (GBP).
Transactions entered by the Group’s entities in a currency other than the functional currency are recorded at the rates ruling when the transaction occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the statement of financial position date. Exchange differences arising on the re-translation of outstanding monetary assets and liabilities are also recognised in the income statement.
The functional currency of the Company is British Pound (GBP)
2.18. Borrowing costs
Borrowing costs represented a notional interest on shareholders’ loan, which is accrued on time proportion basis taking into account of the shareholder loan outstanding and the interest applicable.
2.19. Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through OCI or through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
The Group classifies financial assets as at amortised costs only if both of the following criteria are met:
• the asset is held within a business model whose objective is to collect contractual cash flows; and
• the contractual terms give rise to cash flows that are solely payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are de-recognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
2.20. Segmental analysis
In the opinion of the directors, the group has one class of business being social media advertising. The groups primary reporting format is determined by geographical segment. There is currently only one geographical reporting segment which is People’s
2.21. Leases
Definition of a lease
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
For contracts entered into or modified or arising from business combinations on or after the date of initial application, the Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.
The Group as a lessee
Allocation of consideration to components of a contract.
For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components and the aggregate stand-alone price of non-lease components.
Non-lease components are separated from lease component on the basis of their relative stand-alone prices.
As a practical expedient, leases with similar characteristics are accounted on a portfolio basis when the Group reasonably expects that the effects on the consolidated financial statements would not differ materially from individual leases within the portfolio.
Short-term leases
The Group applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. Lease payments on short-term leases are recognised as expense on a straight-line basis or another systematic basis over the lease term.
Right-of-use assets
The cost of right-of-use asset includes:
the amount of the initial measurement of the lease liability;
any lease payments made at or before the commencement date, less any lease incentives received;
any initial direct costs incurred by the Group; and
an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.
Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.
The Group presents right-of-use assets as a separate line item on the consolidated statement of financial position.
Refundable rental deposits
Refundable rental deposits paid are accounted under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.
Lease liabilities
When recognising the lease liabilities for leases previously classified as operating leases, the Group has applied incremental borrowing rates of the relevant group entities at the date of initial application. The incremental borrowing rates applied by the relevant group entities.
The lease payments include:
fixed payments (including in-substance fixed payments) less any lease incentives receivable;
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
amounts expected to be payable by the Group under residual value guarantees; • the exercise price of a purchase option if the Group is reasonably certain to exercise the option; and
payments of penalties for terminating a lease, if the lease term reflects the Group exercising an option to terminate the lease.
The Group presents lease liabilities as a separate line item on the consolidated statement of financial position.
The Group as a lessor
Classification and measurement of leases
Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risk and rewards incidental to ownership of an underlying asset to the lessee, the contract is classified as a finance lease. All other leases are classified as operating lease.
Amounts due from lessees under finance leases are recognised as receivables at commencement date at amounts equal to net investments in the leases, measured using the interest rate implicit in the respective lease. Initial direct costs (other than those incurred by manufacturer or dealer lessors) are included in the initial measurement of the net investments in the leases. Interest income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.
Sublease
When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.
2.22. Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as deferred income in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.
2.23. Share based payment
The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management’s best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.
1. Summary of Critical Accounting Estimates and judgements
The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the accounting policies which are detailed above. These judgements are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The key estimates and underlying assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities, as well as the recognition of revenue, within the next financial year are discussed below:
• Recognising appropriate revenue in line with performance obligations
Management identifies the performance obligations associated with each contract and then exercises judgement to establish an appropriate percentage of the total transaction price to recognise once each identified performance obligation is successfully completed.
• Useful lives of depreciable assets
Management reviews the useful lives and residual value of depreciable assets at each reporting date to ensure that the useful lives represent a reasonable estimate of likely period of benefit to the Group. Tangible fixed assets are depreciated over their useful lives taking into account of residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
1. Revenue and other income
Analysis of
Year ended Year ended Year ended Year ended
31 December 31 December 2022 31 December 2023 31 December 2022
2023
HK$’000 HK$’000 HK$’000 HK$’000
Revenue
Advertising fee 1,163 - - -
income
Digital
marketing 4,766 3,959 - -
income
Other 32 15 - -
5,961 3,974 - -
Other income
Sundry income 6 261 - -
6 261 - -
Sundry Income represents a reversal of accrued expenses in prior years.
1. Finance costs
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 2023 31 December 2022
2023 2022
HK$’000 HK$’000 HK$’000 HK$’000
Finance costs
Interest expense on 17 7 - -
lease liabilities
17 7 - -
1. Administrative
expenses
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 2023 31 December 2022
2023 2022
HK$’000 HK$’000 HK$’000 HK$’000
Audit fees 322 545 198 416
Business
development and 11 7 - -
marketing
Depreciation 585 668 - -
RTO, Legal and 427 212 420 211
professional fee
Office rental 39 30 - -
Overseas travelling 17 11 - -
Other 801 1,557 1 220
Administrative 2,202 3,030 619 847
expenses
Director’s fees and emoluments 1,202 1,203 583 585
Wages and Salaries 2,236 2,450 - -
5,640 6,683 1,202 1,432
Employee numbers No. No. No. No.
Management 3 3 2 2
Operations 12 13 - -
15 16 2 2
1. Income tax expense
No
Reconciliation between tax expenses and accounting profit at applicable tax rates of 16.5%:
Year ended Year ended Year ended Year ended
31 December 31 December 2022 31 December 2022 31 December 2022
2023
HK$’000 HK$’000 HK$’000 HK$’000
Loss before tax (3,913) (5,716) (445) (1,012)
Notional tax on
loss before
taxation,
calculated at
the rates (645) (943) (73) (167)
applicable to
loss in the
countries
concerned
Tax effect of
non-taxable - - - -
income
Tax effect of
not recognised 645 943 73 167
tax loss
Actual tax - - - -
expenses
The tax losses can be carried forward to offset against the taxable profits of subsequent years for up to five years from the year in which they were incurred or there is no restriction on their expiry, depending on the tax jurisdiction concerned.
1. Loss per share
The calculation of basic earnings per share is based on
Year ended Year ended Year ended Year ended
31 December 31 December 2022 31 December 2023 31 December 2022
2023
HK$’000 HK$’000 HK$’000 HK$’000
Loss
attributable to (3,913) (5,716) (445) (1,012)
GVMH PLC
Weighted
average number 96,287,079 96,287,079 96,287,079 96,287,079
of shares
Basic and
diluted loss (0.04) (0.06) (0.005) (0.01)
per share HK$
There were no potential dilutive ordinary shares in existence during the period ended
1. Property, plant and equipment
Displays panels Computer Furniture, Leasehold
and CMS equipment fixtures & improvement Total
equipment
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Cost
At 31 December 16,467 313 343 252 17,375
2021
Additions during - - - - -
the year 2022
Write-off - - - - -
Exchange - - - - -
realignment
At 31 December 16,467 313 343 252 17,375
2022
Additions during - 17 - - 17
the year 2023
Write-off - - - - -
Exchange - - - - -
realignment
At 31 December 16,467 331 343 252 17,392
2023
Accumulated
depreciation
At 31 December 16,467 293 328 184 17,272
2021
Charge for the - 8 15 68 91
year 2022
Write-off - - - - -
Exchange - - - - -
realignment
At 31 December 16,467 301 343 252 17,363
2022
Charge for the - 9 - - -
year 2023
Write-off - - - - -
Exchange - - - - -
realignment
At 31 December 16,467 311 343 252 17.373
2023
Net carrying
amount
At 31 December - 20 - - 20
2023
At 31 December - 12 - - 12
2022
1. Right of use assets
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
Right of use assets Leasehold improvement
HK$’000
At 01/01/2022 529
Additions during the year 2022 1,151
Depreciation (577)
At 31/12/2022 1,103 529
Additions during the year 2023 -
Depreciation (576)
At 31/12/2023 527
1. Investments in Subsidiaries
Company 2023 2022
HK$’000 HK$’000
Cost
At 31 December 114,572 114,572
─────── ───────
Impairment
At 1 January (114,572) (114,572)
─────── ───────
At 31 December (114,572) (114,572)
─────── ───────
Net Carrying Amount - -
1. Trade and other receivables
Receivables that was not impaired was as follows:
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
HK$’000 HK$’000 HK$’000 HK$’000
Prepayments 234 216 57 60
Trade 1,399 978 - -
receivables
1,633 1,194 57 60
Note: Trade receivables are stated after provisions for impairment of
1. Amount due from subsidiaries
Company 2023 2022
HK$’000 HK$’000
At 31 December 15,677 15,627
─────── ───────
Impairment
At 1 January (15,627) (18,301)
Loans recovery from subsidiaries 757 420
Exchange Rate Difference (807) 2,254
─────── ───────
At 31 December (15,677) (15,627)
─────── ───────
Net Carrying Amount - -
1. Cash and cash equivalents
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 202
Cash and cash HK$’000 HK$’000 HK$’000 HK$’000
equivalents
Cash at bank 291 258 5 5
and in hand
291 258 5 5
1. Trade and other payables
As at As at As at As at
31 December 31 December 2022 31 December 2023 31 December 2022
2023
Trade and other HK$’000 HK$’000 HK$’000 HK$’000
payables
Trade payables 5,029 5,179 - -
Accruals 3,929 3,292 586 297
Other payables 5,741 4,246 2,977 1,928
Total trade and 14,699 12,717 3,563 2,225
other payables
1. Share based payments
The Group has a share ownership compensation scheme for Directors and Senior employees of the Group. In accordance with the provisions of the plan, Directors and Senior employees may be granted options to purchase ordinary shares in the Company.
The company issued options over 12,000,000 ordinary shares on
The fair value of equity-based share options granted is estimated at the date of grant using the Black-Scholes pricing model, taking into account the terms and conditions upon which the options have been granted.
The following are the inputs to the model for the options granted during the prior year:
Share Options Share Options
Share Options 2019
2020 2018
Exercise price 22.5p 22.5p 22.5p
Share price at date of grant 0.15p 0.15p 0.15p
Risk free rate 1.04% 1.04% 1.04%
Volatility 50% 50% 50%
Expected Life 3 Years 3 years 3 Years
Fair Value 0.0229999 0.03626798 0.03626798
No. of WAEP
Options
As at 31 December 2021 8,000,000 0.1817
Vested during the year - -
Forfeited/cancelled during the year 2022 4,000,000 -
Exchanged for shares - -
As at 31 December 2022 4,000,000 0.1817
Vested during the year - -
Forfeited/cancelled during the year 2023 4,000,000 -
Exchanged for shares - -
As at 31 December 2023 - 0.1817
1. Convertible loan
On
The holders of the loan notes have agreed to defer repayment of the loan until the Group has the funds available for repayment, and renegotiate the repayment date.
Subsequent measurement at
2023 2022 2021
Term of loan in years 15 15 15
Annual interest rate for equivalent 12% 12% 12%
non-convertible
Principal £670,000 £670,000 £670,000
Present value of principal at HKD HKD5,601,262 HKD5,326,062 HKD5,945,954
1. Shareholder loans
As at As at As at As at
31 December 31 December 2022 31 December 2023 31 December 2022
2023
Shareholders' HK$’000 HK$’000 HK$’000 HK$’000
loan
Shareholders'
loan at fair 974 9,676 974 926
value
Capital
contribution
reserve arising - - - -
from effective
interest
portion
Accrued
effective - - - -
interest paid
to shareholders
Shareholder's
loan at 974 9,676 974 926
amortised cost
The shareholders' loan is unsecured, interest-free and repayable on demand. These loans will not be repaid until after
As the shareholders' loan is unsecured, interest-free and repayable on demand, the directors assumes that the shareholder's loan is expected to repay in year 2024 and when the Group has sufficient funds. and the available market interest rate for shareholder's loan of the same kind is at the best landing rate in
1. Share Capital
(a) Issued share capital
Allotted,
called up and Number of Share Share
fully paid shares Share Capital Share Premium
ordinary shares Capital Premium
of 10p each
£ HK$ £ HK$
Balance at 31 96,287,079 9,628,708 96,017,186 4,422,954 44,105,565
December 2022
New Share issue - - - - -
Balance at 31 96,287,079 9,628,708 96,017,186 4,422,954 44,105,565
December 2023
(b) Capital management
1. Financial instruments
As at As at As at As at
31 December 31 December 2022 31 December 2023 31 December 2022
2023
Loans and HK$’000 HK$’000 HK$’000 HK$’000
receivables
Accounts and
other 1,399 978 - -
receivables
Amounts due
from - - - -
subsidiaries
Deposits and 234 216 57 60
prepayments
Cash and cash 291 256 5 5
equivalents
Loans and 1,925 1,452 62 65
receivables
As at As at As at As at
31 December 31 December 2022 31 December 2023 31 December 2022
2023
Financial
liabilities at HK$’000 HK$’000 HK$’000 HK$’000
amortised cost
Trade and other 14,699 12,717 3,563 2,225
payables
Deposits 1 79 - -
received
Shareholders' 22,361 20,413 974 926
loan
Lease liability 533 1,104 - -
(IFRS16)
Amount due to a 4,926 3,513 - -
director
Financial
liabilities at 42,520 37,826 4,537 3,151
amortised cost
(a) Credit risk
At
(b) Liquidity risk
Not later than one Later than one month
Liquidity risk month and not later than 5 Carrying amount
years
As at 31 December 2023
Trade and other 14,699 14,699
payables
Deposits received 1 - 1
Shareholders' loan – - 21,387 21,387
current
Convertible bonds - 5,601 5,601
Shareholders’ loan – - 974 974
non-current
Amount due to Director - 4,926 4,926
1 47,587 47,588
As at 31 December 2022
Trade and other 804 11,913 12,717
payables
Deposits received 79 - 79
Shareholders' loan – - 10,737 10,737
current
Convertible bonds - 5,326 5,326
Shareholders’ loan – - 9,676 9,676
non-current
Amount due to Director - 3,513 3,513
883 41,165 42,048
GVMH PLC
As at 31 December 2023
Trade and other 3,563 3,563
payables
Convertible bonds - 5,601 5,601
Shareholders' loan – - 974 974
non current
- 10,138 10,138
As at 31 December 2022
Trade and other 331 1,894 2,225
payables
Convertible bonds - 5,326 5,326
Shareholders' loan – - 926 926
non current
331 8,146 8,477
(c) Interest rate risk
The Group has no exposure on fair value interest rate risk. It also has exposure on cash flow interest rate risk which is mainly arising from its deposits with banks.
Sensitivity analysis
At
(d) Currency risk
In respect of purchases and payables,
In respect of sales and receivables,
1. Leases liabilities
The Group has lease contracts for leasehold land and building used in its operations. Lease of leasehold land and building generally have lease terms between 2 to 3 years. The Group's obligations under its leases are secured by the lessor's title to the lease asset. Generally, the Group is restricted from assigning and subleasing the leased assets and some contracts require the Group to maintain certain financial ratios. There are several lease contracts that include extension and termination options and variable lease payments, which are further discussed below.
The Group also has certain leases of leasehold land and building with lease terms of 12 months or less. The Company applies the ‘short-term lease’ recognition exemptions for these leases.
Set out below are the carrying amounts of lease liabilities and the movements during the year: Lease liabilities HK$’000 At31 December 2021 558 New leases 1,151 Accretion of interest recognised during the year 8 Payments (613) At31 December 2022 1,104 New leases - Accretion of interest recognised during the year 17 Payments (588) At31 December 2023 533
The following are the amounts recognised in profit or loss:
2023 2022
HK$’000 HK$’000
Interest on lease liabilities 17 8
Depreciation of right-of-use assets 575 1,103
Expenses relating to short-term leases 39 30
Total amount recognised in profit or loss 631 1,141
The Group had total cash outflows for leases of
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.
Between 1 Year Between 2 to 5 Year Over 5 years
HK$’000 HK$’000 HK $’000
At 31 December 2023
Lease Liabilities 533 -
At 31 December 2022
Lease Liabilities 571 533 -
1. Contingent liabilities
At
1. Material related party transactions
Key management personnel compensation
Key management are considered to be the directors of the Company. Details of their remuneration and equity holdings are disclosed in the Directors Report.
Transactions with subsidiarie s
Transactions between the Group and its subsidiaries, which are related parties, have been eliminated on consolidation. The balance due from subsidiaries at the year end was nil due to fully impaired (2022: HK$Nil).
Transactions with director and shareholder
No interest recognised by the Company during the year (2022: interest receivable HK$Nil). The balance due to a director at the year end was
Transactions of convertible bonds
No interest recognised by the Company during the year (2022: interest receivable HK$Nil). The balance due from convertible bonds at the year end was
Save as those transactions and balances disclosed elsewhere in these financial statements with shareholders and directors and
Mr.
1. Event after reporting period
At
1. List of subsidiaries
As at
Proportion of ownership
interest
Place of Particulars GVMH PLC and Held Held by
Name of incorporation/ of issued subsidiaries by the Principal
GVMH PLC operation and paid-up effective GVMH subsidiary activities
capital interest PLC
GVC Investment
Holdings BVI/Hong Kong US$10,862 100% 100% - holdings
Ltd
Founding
Technology Hong Kong HK$10,000 70.0% - 70% Dormant
(Int'l) Ltd
Grand
Vision Hong Kong HK$1,000,000 100% - 100% Advertising
Media
Limited
Grand
Vision 3D panel
Media Hong Kong HK$7,824,268 100.0% - 100.0% advertising
Network
Limited
Ying
Interactive Social
Marketing Hong Kong HK$4,900,000 55.0% 55% - Media
Services Marketing
Ltd
Shanghai
Hongshi 3D panel
Culture PRC RBM5,874,000 100.0% - 100.0% advertising
Media Co.,
Ltd
1. Control
At
These will shortly be available (along with the Company's 2023 Annual Report) to download on the Company's website at https://www.gvmh.co.uk/tag/financial-information/ .
For more information contact:
Grand Vision Media Holdings plcJonathan http://gvmh.co.uk/Tel: +44 (0) 20 7866
Lo, Director 2145
or info@gvmh.co.uk
