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 the results for 2024.It has been a very difficult year. The anticipated recovery of tourism was below market expectations and adversely affected by the global political situation.
Local consumer expenditure was also impacted by the growing trend of
Summary of Trading Results
Total revenue for the year was
Cash in hand at the end of the year was
Outlook
The economy and market conditions are increasingly volatile. However, we intend to stay focus on our core strategy of providing solutions and services in marketing and cross border e-commerce. We also intend to explore new business areas including brokering and facilitating deals via our extensive international network. We intend to re-finance the Group through shareholder loans which provides adequate working capital and also provide funding for potential new business streams.
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 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 andFinancial 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 will 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 with additional financing expected to be raised from the shareholders (as and when required) 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 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 2024/2025. We have made progress in reducing emissions in our offices during 2024, 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 2024 versus 2023. In terms of Energy efficiency, our energy usage was on the same level in 2024 compared with 2023.
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 its 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 2024, 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 shutdowns when not required.
Facilities and
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.
The Group’s energy consumption within the
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 values through the organisation.
Going Concern
The Group incurred a loss of
The day to day working capital requirements and investment objectives is met by cash from operations and shareholder loans. At
On behalf of the board
Chief Executive Officer
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:
Ajay Kumar RAJPAL l
Jonathan Yat Pang LO
Frederick Oon Kian CHUA
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:
Director Beneficial Shareholding Percentage of the Company’s
ordinary Share Capital
Jonathan Yat Pang Lo 22,438,842 23.3%
None of directors held share options as at date of this report
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 Capital
(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
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 with accordance UK adopted
International Accounting Standards
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and 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 (2023), 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
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.
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.
Non-executive Director
Mr.
Principle 7 – Evaluation of Board Performance
Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner. 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
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
2024 2023 2024 2023
HK$’000 HK$’000 HK$’000 HK$’000
Ajay Rajpal 480 480 120 120
Jonathan Lo 1,080 1,080 480 480
1,560 1,560 600 600
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
On behalf of the board
__________________
Director
INDEPENDENT AUDITOR’S REPORT
to the Members of Grand Vision Media Holdings Plc
Opinion
We have audited the financial statements of
In our opinion the financial statements:
•
give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at
•
have been properly prepared in accordance with
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (
Material Uncertainty over going concern
We draw your attention to note 2.4 of the financial statements which indicates the directors’ consideration over going concern. 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 additional funding from shareholders and a director. These events and conditions, along with other matters as set out in Note 2.4 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.
In auditing the financial statements we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the entity’s ability to continue adopt the going concern basis of accounting included:
- We evaluated management’s going concern assumptions which included assessing their business and strategic plans, liquidity and funding position for the group. We checked that the going concern assessment from management covered a period of at least 12 months from the date of approval of financial statements.
- We challenged the appropriateness of judgements and assumptions considered by management in cashflow forecasts in determining the funds required from certain shareholders and a director during the going concern period.
- We performed sensitivity analysis on the cash flows based on applying more conservative assumptions to forecast revenues and operating costs.
- We checked the confirmations received from the majority shareholders and director and confirmed that the financial support is agreed to be provided for at least 12 months from the date of approval of financial statements.
- We checked the evidence of the financial position of the majority shareholders to confirm that they have financial means to be able to support the Group (when required).
- We checked confirmation form the convertible loan note holders confirming that they will not demand repayment of the outstanding loan for a period of at least 12 months from the date of approval of financial statements.
- We checked whether the disclosures in the financial statements were fairly stated, complete and accurate in all material respects.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have presented a risk of material misstatement. The scope of our audit was influenced by the level of materiality we determined.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account an understanding of their activities, the accounting processes and controls, and the industry in which the Group operates. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement.
During the audit we reassessed and re-evaluated audit risks and tailored our approach accordingly. The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risks.
We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identified during the audit.
Our involvement with component auditors
We designed an audit strategy to ensure that we obtained the required audit assurance for each component for the purposes of our Group audit opinion (in accordance with ISA 600 (Revised -
-- Detailed Group reporting instructions were sent, which included the
significant areas to be covered by the audits (including areas that were
considered to be key audit matters as detailed below), and set out the
information required to be reported to the Group audit team.
-- The Group audit team performed procedures independently over certain key
audit risk areas, as considered necessary, including the key audit
matters below.
-- Regular communication throughout the planning and execution phase of the
audit.
-- The Group audit team was actively involved in risk assessment and the
direction of the audits performed by the component auditors for Group
reporting purposes, review of their working papers, consideration of
findings and determination of conclusions drawn.
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 due to fraud or error) we identified, including those which had the greatest effect on the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.
Other matters
The financial statements of Grand Vision Media Holdings Plc for the year ended 31 December 2024 were audited by another auditor who expressed an unmodified opinion with materiality uncertainty on going concern on those statements on 29 March 2024 .
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of the identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results.
______________________________________________________________________________ | |Group Financial |Company Financial | | |statements |statements | |_________________________|_________________________|__________________________| |Overall materiality |2024:HK$34,000 (2023: |2024:HK$18,500 (2023: | | |HK$59,600) |HK$3,104) | |_________________________|_________________________|__________________________| | |We determined materiality| | | |based on 1% of the | | | |revenue (2023: 1% |We determined materiality | | |revenue). |based on 1% of the | | | |expenses (2023: 5% total | | |The Group is incurring |assets). | | |losses therefore its | | | |focus is towards |The company operates | | |increasing the revenue to|solely as a holding entity| | |achieve breakeven. The |with no trading activities| | |group is in growth stage;|in the UK, its primary | | |therefore, revenue |expenditures comprise | |Basis for determining |provides a clearer |regulatory and | |overall materiality |picture of the group’s |administrative costs. We | | |ability to generate |believe that using total | | |revenue and grow its |expenses as the basis of | | |market presence. |materiality is the most | | |Furthermore, Investors in|appropriate and | | |growth stage companies |representative approach. | | |often focus on revenue as|The investors focus would | | |an indicator of potential|be on expenses of the | | |profitability in the |company to maintain its | | |future. Hence, we believe|profitability and | | |that revenue is the most |operations. | | |appropriate benchmark for| | | |assessing the group | | | |materiality. | | |_________________________|_________________________|__________________________| | |HK$ 17,000 (2023: |HK$ 9,250 (2023:HK$2,172 )| | |HK$41,720) | | | | |We set the performance | | |We set the performance |materiality based on 50% | | |materiality based on 50% |(2023:70%) of overall | | |(2023:70%) of overall |materiality. | | |materiality. | | | |_________________________|__________________________| | |Performance materiality is the application of | |Performance materiality |materiality at the individual account or balance | | |level, set at an amount to reduce, to an | | |appropriately low level, the probability that the | | |aggregate of the uncorrected and undetected | | |misstatements exceeds materiality for the financial | | |statements as a whole. | | | | | |In determining performance materiality, we | | |considered several factors including our | | |understanding of the control environment of the | | |Group and the Company. | |_________________________|____________________________________________________| | |We agreed to report any |We agreed to report any | | |corrected or uncorrected |corrected or uncorrected | | |adjustments exceeding HK$|adjustments exceeding HK$ | | |1,700 (2023:HK$ 2,300 ) |925 to the Board of | |Error reporting threshold|to the Board of directors|directors as well as | | |as well as differences |differences below this | | |below this threshold that|threshold that in our view| | |in our view warranted |warranted reporting on | | |reporting on qualitative |qualitative grounds. | | |grounds. | | |_________________________|_________________________|__________________________|
Other information
Other information comprises the information 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.
In connection with our audit of the financial statements, 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 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken during the audit:
• the information given in the Strategic Review Report, Directors Report and Directors Remuneration Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the Strategic Review Report, Directors Report and Directors Remuneration Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and its environment obtained during the audit, we have not identified material misstatements in the CEO’s Report incorporating review of operations, strategic Review report, and Director’s Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept, or returns adequate for
our audit have not been received from branches not visited by us; or
-- the financial statements are not in agreement with the accounting
records and returns; or
-- certain disclosures of directors’ remuneration specified by law are not
made; or
-- we have not received all the information and explanations we require for
our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 10, 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 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 Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements 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 (
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.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting material misstatement due to a fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collision.
Identifying and assessing potential risks arising from irregularities, including fraud
The extent of the procedures undertaken to identify and assess the risk of material misstatement in respect of irregularities, including fraud, included the following:
-- We considered the nature of the industry and sector, the control
environment, business performance including remuneration policies and
the Group’s own risk assessment that irregularities might occur as a
result of fraud or error. From our sector experience and through
discussions with the directors, we obtained an understanding of the
legal and regulatory framework applicable to the Group focusing on laws
and regulations that could reasonably be expected to have a direct
material effect on the financial statements, such as provisions of the
Companies Act 2006, UK tax legislation, London Stock Exchange rules and
regulations, Hong Kong Company Law and tax laws or those that had a
fundamental effect on the operations of the Group.
-- We made enquiries of directors and management concerning the Group’s
policies and procedures relating to:
o Identifying, evaluating, and complying with the laws and regulations
and whether they were aware of any instances of non-compliance;
o Detecting and responding on the risks of fraud and whether they had
any knowledge of actual or suspected fraud; and
o The internal controls established to mitigate risks related to fraud
or non-compliance with laws and regulations.
-- We assessed the susceptibility of the Group’s and Parent Company’s
financial statements to material misstatement, including how fraud might
occur by evaluating management’s incentives and opportunities for
manipulation of the financial statements. This included utilising the
spectrum of inherent risk and an evaluation of the risk of management
override of controls. We determined that the principal risks were
related to posting inappropriate journal entries creating fictitious
transactions to improve financial performance, and management bias in
accounting estimates.
Audit response to risks identified
In respect of the above procedures:
• we corroborated the results of our enquiries through review of the minutes of the Board of directors meetings.
• audit procedures performed by the engagement team in connection with the risks identified included the following:
o reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations expected to have a direct impact on the financial statements.
o testing journal entries, including those processed late for financial statements preparation, those posted by infrequent or unexpected users, those posted to unusual account combinations.
o evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
o enquiry of management around actual and potential litigation and claims.
o challenging the assumptions and judgments made by management in relation to significant accounting estimates; and
o obtaining confirmations from third parties to confirm existence of certain balances.
• we communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit.
A further description of our responsibilities for the audit of the financial statements is located on the
Other requirements
We were appointed by the Group on
We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Group, and we remain independent of the Group in conducting our audit.
Our opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Group’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 Group’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 Group and the Group’s members as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of Johnsons, Chartered Accountants, Statutory Auditor
Date:
Statements of Comprehensive Income for the year ended
Group Group Company Company
31 December 31 December 31 December 2024 31 December 2023
2024 2023
Note HK$’000 HK$’000 HK$’000 HK$’000
(Restated) (Restated)
Revenue 4 3,431 5,962 - -
Cost of sales (2,653) (4,210) - -
Gross profit 778 1,752 - -
Other income 4 7 6 - -
Other expenses - (13) - -
785 1,745 - -
Administrative 6 (6,294) (5,709) (1,864) (1,244)
expenses
Impairment loss
on trade (1,123) - - -
receivables
Recovery of
Impairment loss
on the - - 38 757
intercompany
current account
Loss from (6,632) (3,964) (1,826) (487)
operations
Finance costs 5 (6) (18) - -
Loss before tax (6,638) (3,982) (1,826) (487)
Income tax 7 - - - -
expense
Loss for the (6,638) (3,982) (1,826) (487)
year
Other
comprehensive
income/loss
Exchange
difference
arising on
translation of 293 (1,206) 293 (1,206)
functional
currency to
presentation
currency
Exchange
differences
arising on 144 68 - -
translation of
foreign
operations
Total
comprehensive (6,201) (5,120) (1,533) (1,693)
loss for the
year
Loss
attributable to
Equity holders
of parent (6,226) (3,862) (1,826) (487)
company
Non-controlling (412) (120) - -
interests
(6,638) (3,982) (1,826) (487)
Total comprehensive
loss
attributable to:
Equity holders
of the parent (5,789) (5,000) (1,533) (1,693)
company
Non-controlling (412) (120) - -
interests
(6,201) (5,120) (1,533) (1,693)
Loss per shares
- Basic and 8 (0.06) (0.04) (0.02) (0.01)
diluted HK$
The notes on the pages 30 to 51 forms part of these financial statements.
Statements of financial position as at
Group Group Group Company Company Company
As at As at As at As at As at As at
31 31 31 31 31 31
December December December December December December
2024 2023 2022 2024 2023 2022
Note HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(restated) (restated) (restated) (restated)
Assets
Non-current
assets
Property, plant 9 11 20 12 - - -
and equipment
Right of use 10 - 527 1,103 - - -
assets
Total
non-current 11 547 1,115 - - -
assets
Current assets
Trade 12 213 1,399 978 - - -
receivables
Deposits and 12 192 235 216 71 57 60
prepayments
Cash and cash 14 11 291 258 4 5 5
equivalents
Total current 416 1,925 1,452 75 62 65
assets
Total assets 427 2,472 2,567 75 62 65
Equity and
liabilities
Equity
Share capital 19 14,064 14,064 14,064 96,017 96,017 96,017
Share premium 47,020 47,020 47,020 44,106 44,106 44,106
Group
Re-organization (12,460) (12,460) (12,460) - - -
reserve
Capital
contribution
from 844 844 844 - - -
Shareholder’s
Loan
Other Reserves 1,335 1,335 2,310 1,335 1,335 1,335
Exchange (170) (607) 531 1,051 758 1,964
Reserves
Accumulated (101,281) (95,055) (92,168) (153,894) (152,068) (151,581)
deficit
Equity
attributable to (50,648) (44,859) (39,859) (11,385) (9,852) (8,159)
owners of the
parent
Non-controlling (1,005) (593) (473) - - -
interests
Total equity (51,653) (45,452) (40,332) (11,385) (9,852) (8,159)
Liabilities
Non-current
liabilities
Convertible 17 5,232 5,335 5,073 5,232 5,335 5,073
loans
Shareholder 18 953 974 9,676 953 974 926
loans
Total
non-current 6,185 6,309 14,749 6,185 6,309 5,999
liabilities
Statements of financial position as at
Group Group Group Company Company Company
As at As at As at As at As at As at
31 31 31 31 31 December 31 December
December December December December 2023 2022
2024 2023 2022 2024
Note HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Current (restated) (restated) (restated) (restated)
liabilities
Trade and
other 15 10,910 14,768 12,717 1,240 3,605 2,225
payables
Lease 21 - 533 1,104 - - -
Liabilities
Amount due
to a 13,525 4,926 3,513 4,035 - -
director
Deposits 73 1 79 - - -
received
Shareholder 18 21,387 21,387 10,737 - - -
loan
Total
current 45,895 41,615 28,150 5,275 3,605 2,225
liabilities
Total 52,081 48,190 43,152 11,460 9,914 8,224
liabilities
Total
equity and 427 2,472 2,567 75 62 65
liabilities
The notes on the pages 30 to 51 forms part of these financial statements. Approved by the Board and authorised for issue on
Director
Statements of Changes in Equity (Company)
Share Share premium Other Exchange Accumulated Total equity
capital reserves reserves deficit
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Balance at 31 96,017 44,106 1,082 1,964 (151,581) (8,412)
December 2022
Restatement
due to
incorrect
classification - - 253 - - 253
of Equity
portion on
convertible
loan notes
Balance at 31
December 2022 96,017 44,106 1,335 1,964 (151,581) (8,159)
(Restated)
Loss for the
year - - - - (487) (487)
(restated)
Other
comprehensive - - - (1,206) - (952)
loss
Total
comprehensive - - - (1,206) (487) (1,439)
loss
Balance at 31 96,017 44,106 1,335 758 (152,068) (9,852)
December 2023
Change in
equity for
2024
Loss for the - - - - (1,826) (1,826)
year
Other
comprehensive - - - 293 - 293
income
Total
comprehensive - - - 293 (1,826) (1,533)
income/(loss)
Balance at 31 96,017 44,106 1,335 1,051 (153,894) (11,385)
December 2024
The notes on the pages 30 to 51 forms part of these financial statements.
Statements of Changes in Equity (Group)
Share Share Reverse Other Exchange Capital Accumulated Non-controlling Total
capital premium Acquisition reserve reserve contribution deficit 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 31 96,017 44,106 (100,031) 2,057 4,838 844 (87,943) (40,112) (473) (40,585)
December 2022
Prior year (81,953) 2,914 87,571 253 (4,307) - (4,225) 253 - 253
adjustments
Balance at 31
December 2022 14,064 47,020 (12,460) 2,310 531 844 (92,168) (39,859) (473) (40,332)
(restated)
Loss for the
period - - - - - - (3,862) (3,862) - (3,862)
(restated)
Exchange
differences
arising on - - - - 68 - - 68 - 68
translation of
foreign
operations
Exchange
difference
arising on
translation of - - - - (1,206) - - (1,206) - (1,206)
functional
currency to
presentation
currency
Lapse of share - - - (975) - - 975 - - -
option
Non-Controlling - - - - - - - - (120) (120)
Interest
Total
comprehensive - - - (975) (1,138) - (2,887) (5,000) (120) (5,120)
income
Balance at 31
December 2023 14,064 47,020 (12,460) 1,335 (607) 844 (95,055) (44,859) (593) (45,452)
(restated)
Loss for the - - - - - - (6,226) (6,226) - (6,226)
period
Exchange
differences
arising on - - - - 144 - - 144 144
translation of
foreign
operations
Exchange
difference
arising on
translation of - - - - 293 - - 293 - 293
functional
currency to
presentation
currency
Non-Controlling - - - -- - - - - (412) (412)
Interest
Total
comprehensive - - - - 437 - (6,226) (5,789) (412) (6,201)
income
Balance at 31 14,064 47,020 (12,460) 1,335 (170) 844 (101,281) (50,648) (1,005) (51,653)
December 2024
The notes on the pages 30 to 51 forms part of these financial statements.
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.
Retained earnings represent the cumulative loss of the Group attributable to equity shareholders.
The reverse acquisition reserve arose relates to the transactions of
Statements of Cash flows for the year ended
Group Group Company Company
31 December 31 December 31 December 2024 31 December 2023
2024 2023
HK$’000 HK$’000 HK$’000 HK$’000
(Restated) (Restated)
Operating
activities
Loss before (6,638) (3,982) (1,826) (487)
taxation
Adjustments for:
Depreciation and 536 585 - -
amortisation
Finance costs 6 18 - -
Impairment of 1,123 - - -
receivables
Operating loss
before changes in (4,973) (3,379) (1,826) (487)
working capital
Decrease/
(increase) in trade 63 (421) - -
and other
receivables
Decrease/
(increase) in 43 (18) (14) 3
deposits and
prepayments
(Decrease)/Increase
in trade and other (3,858) 2,051 (2,365) 1,380
payables
Increase/(Decrease) 72 (78) - -
in deposit received
Cash generated
(used in)/from (8,653) (1,845) (4,205) 896
operating
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 to 8,599 1,413 - -
director
Proceeds from - 1,948 4,035 -
shareholder loans
Principal &
Interest portion of (539) (589)
lease payment
Net cash generated
from financing 8,060 2,772 4,035 -
activities
Net
(decrease)/increase (593) 910 (170) 896
in cash and cash
equivalents
Cash and cash
equivalents at 1 291 258 5 5
January
Effect of foreign
exchange rate 313 (877) 169 (896)
changes
Cash and cash
equivalents at 31 11 291 4 5
December
Represented by:
Bank balance and 11 291 4 5
cash
The notes on the pages 30 to 51 forms part of these financial statements.
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”). The consolidated financial statements of the Group and the standalone 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. All of the subsidiaries have the same reporting date of 31 December each year.
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.
The following amendments are effective for the period beginning
• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
• Non-current Liabilities with Covenants (Amendments to IAS 1)
• Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
The following new and revised IFRS Standards have been issued but are not yet effective and not early adopted by the Company are as follows:
• Lack of Exchangeability (Amendment to IAS 2) - Effective
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS7) - Effective
• IFRS 18 Presentation and Disclosure in Financial Statements - Effective
• IFRS 19 Subsidiaries without public accountability- effective
The Directors have not early adopted the Standards listed above. The Directors have determined that they will not have a material impact on the financial statements of the Company in future periods if they are to early adopt.
2.4. Going concern
The Group incurred a loss of
In considering the appropriateness of preparing the financial statements on a going concern basis, the directors have obtained written confirmations from certain shareholders, convertible loan note holders and a director that they will provide financial support to the Group and the Parent Company for a period of at least twelve months from the date of approval of these financial statements.
The Group finances its day-to-day working capital requirements through cash flow from operations and shareholder loans. In assessing going concern, the Directors have taken into account the written confirmations of support, reviewed internal budgets, cash flow forecasts and financial performance, and are satisfied that there is a reasonable expectation that the Group and the Parent Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.
The financial statements do not include any adjustments that would be required if the Group and the Parent Company were unable to continue as a going concern.
2.5.
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
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. 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.
2.9. 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.
2.10. 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.
2.11. 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.
2.12. 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.
2.13. 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.
2.14. Provision and contingent liabilities
Provisions are recognised for other liabilities of uncertain timing or amount when the Group or the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.
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.
2.15. Revenue recognition
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 revenue is 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 reliably 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.
2.16. 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 : 9.73
RMB/HKD : 1.08
The functional currency of the Group is Hong Kong Dollars (HKD), its subsidiaries are also in HKD. The functional currency of the Company is British Pound (GBP).
The presentational currency of the Group and the Company is HKD because a significant amount of its transactions is in HKD.
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.
2.17. Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.
Financial Assets
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.
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.
Financial liabilities
A financial liability is recognised when the Group becomes a party to contractual promises of a financial instrument. Financial liabilities are initially measured at their fair value, adjusted for transaction costs (where applicable). In subsequent periods, financial liabilities are recognised at amortised cost using the effective interest method.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the statement of profit or loss and other comprehensive income.
The Group classifies its financial liabilities as trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
Convertible loan note
Convertible loan notes are accounted for as compound financial instruments, comprising a liability component and an equity component. On initial recognition, the fair value of the liability component is determined using a market rate of interest for a similar debt instrument without a conversion feature. The difference between the gross proceeds of the issue and the fair value of the liability component is recognized in equity as the equity component of the convertible instrument, net of transaction costs. Subsequent to initial recognition, the liability component is measured at amortized cost using the effective interest method. The equity component is not remeasured after initial recognition. Interest expense is recognized in profit or loss on the liability component using the effective interest rate method.
2.18. 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
2.19. 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.
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:
• Provision for impairment on trade receivables
The Group determines the provision for impairment on trade receivables. This estimate is based on the credit history of the customers and the current market condition. Management reassesses the adequacy of provision on a regular basis by reviewing the individual account based on past credit history and any prior knowledge of debtor insolvency or other credit risk which might not be easily accessible public information and market volatility might bear a significant impact which might not be easily ascertained.
• 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.
1. Revenue and other income
Details of
Group Group
Company 2024 Company 2023
2024 2023
HK$’000 HK$’000 HK$’000 HK$’000
Revenue
Advertising fee income - 780 - -
Digital marketing income 3,431 5,149 - -
Other - 33 - -
3,431 5,962 - -
Other income
Sundry income 7 6 - -
7 6 - -
All revenue is earned outside the
1. Finance costs
Group Group Company
Company 2024
2024 2023 2023
HK$’000 HK$’000 HK$’000 HK$’000
Finance costs
Interest expense on lease 6 18 - -
liabilities
6 18 - -
1. Administrative expenses
Group Group Company
Company 2024
2024 2023 2023
HK$’000 HK$’000 HK$’000 HK$’000
(Restated) (Restated)
Audit fees 843 322 719 198
Business development and - 11 - -
marketing
Depreciation and amortisation 536 585 - -
Legal and professional fee 546 496 519 462
Office rental 94 39 - -
Overseas travelling 71 17 - -
Other 896 801 27 1
Director’s fees and emoluments 1,202 1,202 599 583 583 585
Wages and Salaries 2,106 2,236 - - - -
6,294 5,709 1,864 1,244 ,202 1,432
Employee numbers No. No. No. No.
Management 3 3 2 2
Operations 8 12 - -
11 15 2 2
1. Income tax expense
No tax provision made in the accounts as
Reconciliation between tax expenses and accounting profit at applicable tax rates of 16.5% in
Group Group Company
Company 2023
2024 2023 2024
HK$’000 HK$’000 HK$’000 HK$’000
(Restated) (Restated)
Loss before tax (6,638) (3,982) (1,826) (487)
Notional tax on loss before taxation,
calculated at the rates applicable to (1,141) (669) (347) (93)
loss in the countries concerned
Tax effect on unrecognised tax loss 1,141 669 347 93
Actual tax expenses - - - -
The Group of tax losses arising in
1. Loss per share
The calculation of basic and diluted loss per share is based on the Group’s loss attributable to shareholders of Company, details are as follows:
Group Group Company Company
2024 2023 2024 2023
HK$’000 HK$’000 HK$’000 HK$’000
(Restated) (Restated)
Loss attributable to equity holder (6,226) (3,862) (1,826) (487)
of parent company
Weighted average number of shares 96,287,079 96,287,079 96,287,079 96,287,079
Basic and diluted loss per share HK$ (0.06) (0.04) (0.02) (0.01)
There were no potential dilutive ordinary shares in existence during the year 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$’000
Cost
At 31 December 16,467 313 343 252 17,375
2022
Additions during - 17 - - 17
the year 2023
At 31 December 16,467 330 343 252 17,392
2023
Write off (16,467) - - - (16,467)
At 31 December - 330 343 252 925
2024
Accumulated
depreciation
At 31 December 16,467 301 343 252 17,363
2022
Charge for the - 9 - - 9
year 2023
At 31 December 16,467 310 343 252 17,372
2023
Write off (16,467) - - - (16,467)
Charge for the - 9 - - 9
year 2024
At 31 December - 319 343 252 17,381
2024
Net carrying
amount
At 31 December - 11 - - 11
2024
At 31 December - 20 - - 20
2023
1. Right of use assets
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
Right of use assets
HK$’000
At 01/01/2023 1,103
Depreciation (576)
At 31/12/2023 (527) 529
Depreciation (527)
At 31/12/2024 -
1. Investments in Subsidiaries
The Company invested an amount of
1. Trade and other receivables
Group Group Company Company
2024 2023 2024 2023
HK$’000 HK$’000 HK$’000 HK$’000
(Restated) (Restated)
Deposits and prepayments 192 235 71 57
Trade receivables 213 1,399 - -
405 1,634 71 57
Trade receivables are stated after provisions for impairment of
1. Amount due from subsidiaries
Company 2024 2023
HK$’000 HK$’000
At 31 December 15,298 15,677
─────── ───────
Impairment
At 1 January (15,677) (15,627)
Loans recovery from subsidiaries 38 757
Exchange Rate Difference 341 (807)
─────── ───────
At 31 December (15,298) (15,677)
─────── ───────
Net Carrying Amount - -
─────── ───────
1. Cash and cash equivalents
Group Group Company Company
2024 2023 2024 2023
Cash and cash equivalents HK$’000 HK$’000 HK$’000 HK$’000
Cash at bank and in hand 11 291 4 5
11 291 4 5
1. Trade and other payables
Group Group Company
Company 2024
2024 2023 2023
HK$’000 HK$’000 HK$’000 HK$’000
(Restated) (Restated)
Trade payables 4,397 5,029 - -
Accruals 5,060 3,998 1,240 628
Other payables 1,453 5,741 - 2,977
Total trade and other payables 10,910 14,768 1,240 3,605
Other payable relates to the amounts payable to the directors and employees of the Group’s subsidiaries.
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 have been 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 years:
Share Options Share Options
Share Options 2019
2020 2018
No. of option granted 4,000,000 4,000,000 4,000,000
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 2022 4,000,000 0.1817
Forfeited/cancelled during the year 2023 (4,000,000 ) -
As at 31 December 2023 - -
As at 31 December 2024 - -
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
2024 2023
Term of loan in years 2 2
Annual interest rate for equivalent non-convertible 12% 12%
Convertible loan note amount £673,104 £673,104
Liability value of the compound financial instruments £536,594 £536,594
Present value of principal at HKD HKD5,231,503 HKD5,334,821
1. Shareholder loans
Group Group Company Company
2024 2023 2024 2023
Non-current HK$’000 HK$’000 HK$’000 HK$’000
Shareholder's loan at amortised cost 953 974 953 974
Current
Shareholder's loan at amortised cost 21,837 21,837 - -
The shareholders' loan is unsecured, interest-free and repayable on demand; hence directors have considered fair value of loan equals to face value.
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
December 2024 96,287,079 9,628,708 96,017,186 4,422,954 44,105,565
and 31 December
2023
The share capital of the Group represents the share capital of
(b) Capital management
The Group objective when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefit for other stakeholders, and to provide an adequate return to shareholders.
The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. No changes were made in the objectives, policies and processes during the year of 2024 and 2023.
The Group monitors’ capital using a gearing ratio, which are calculated by dividing consolidated debts by consolidated total shareholder's equity plus consolidated deb t. The gearing ratio is currently high, indicating that the Group is highly leveraged. To maintain financial stability, the management of the Group will aim to manage the gearing ratio at a more reasonable level.
1. Financial instruments
The Group has classified its financial assets and financial liabilities in the following categories:
Group Group Company Company
2024 2023 2024 2023
Financial Assets HK$’000 HK$’000 HK$’000 HK$’000
Trade receivables 213 1,399 - -
Cash and cash equivalents 11 291 4 5
Total 224 1,690 4 5
Group Group Company Company
2024 2023 2024 2023
Financial liabilities at amortised cost HK$’000 HK$’000 HK$’000 HK$’000
Trade and other payables 10,910 14,768 1,240 3,605
Shareholders' loan 22,340 22,361 953 974
Lease liability - 533 - -
Convertible loans 5,232 5,335 5,232 5,335
Amount due to a director 13,525 4,926 4,035 -
Financial liabilities at amortised cost 52,007 47,923 11,460 9,914
The Group are exposed to credit risk, liquidity risk and market risk arising in the normal course of its business and financial instruments. The Group and the Company’s risk management objectives, policies and processes mainly focus on minimising the potential adverse effects of these risks on its financial performance and position by closely monitoring the individual exposure.
(a) Credit risk
At
(b) Liquidity risk
The Group Within 12 months Later than 1 year but Carrying amount
not 5 years
As at 31 December 2024
Trade and other payables 10,910 - 14,039
Shareholders' loan – 21,387 - 21,387
current
Convertible bonds - 5,232 5,232
Shareholders’ loan – - 953 953
non-current
Amount due to Director 13,525 - 10,396
45,822 6,185 52,007
As at 31 December 2023
(Restated)
Trade and other payables 14,768 - 14,768
Shareholders' loan – 21,387 - 21,387
current
Convertible bonds - 5,335 5,335
Shareholders’ loan – - 974 974
non-current
Lease liabilities 533 - 533
Amount due to Director 4,926 - 4,926
41,614 6,309 47,923
The Company
As at 31 December 2024
Trade and other payables 1,240 - 1,240
Convertible bonds - 5,232 5,232
Shareholders' loan – - 953 953
non-current
Amount due to Director 4,035 - 4,035
5,275 6,185 11,460
As at 31 December 2023
(Restated)
Trade and other payables 3,605 - 3,605
Convertible bonds - 5,335 5,335
Shareholders' loan – non - 974 974
current
3,605 6,309 9,914
(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.
No material exposure on fair value interest rate risk is expected. Even that,
(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.
The Group also has certain leases of 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$’000 At31 December 2022 1,104 Accretion of interest recognised during the year 18 Payments (589) At31 December 2023 533 Accretion of interest recognised during the year 6 Payments (539) At31 December 2024 -
The following are the amounts recognised in profit or loss:
2024 2023
HK$’000 HK$’000
Interest on lease liabilities 6 18
Depreciation of right-of-use assets 527 576
Expenses relating to short-term leases 45 39
Total amount recognised in profit or loss 578 633
The Group had total cash outflows for leases of
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.
1. Contingent liabilities
At
1. Material related party transactions
Key management personnel compensation
Key management are considered to be the directors of the Company. Details of their remuneration and equity holdings are disclosed in the page 17 and page 9 of the Directors Report.
Transactions with subsidiarie s
Transactions between the Group and its subsidiaries, which are related parties, have been eliminated on consolidation. The balance due from subsidiaries at the year-end was nil due to fully impaired (2023: HK$Nil).
Transactions with director and shareholder
No interest recognised by the Group and the Company on outstanding balances during the year (2023: HK$Nil). The balance due to the director and shareholder as following:
-
The balance due to a director, Mr.
-
The balance due to a director, Mr.
-
The balance due to shareholder, Mr.
-
The gross balance due to
-
The gross balance due to shareholder,
Transactions of convertible bonds
No interest recognised by the Company during the year (2023: HK$Nil). The balance due under convertible bonds at the year-end was
1. Event after reporting period
At
1. Comparatives figures
In 2024, the Company identified errors in its previously issued financial statements for prior fiscal years. The restatement primarily relates to adjustments to the group reorganisation reserve, share capital, share premium, and exchange reserves. Additionally, corrections were made to administrative expenses, affecting accruals, payables, prepayments, and amounts due to directors.
While the restatement does not impact reported revenue, it results in adjustments to operating expenses due to the revised treatment of certain costs. Consequently, these corrections also affect cash flows for the relevant periods. The restatement further impacts the balance sheet, the statement of changes in equity, and related disclosures. Below is reconciliation provided affecting the restatement:
As at 31 December Adjustment As at 31 December 2023
2023
Note Previously presented As restated
HK$’000 HK$’000 HK$’000
Statement of
financial position
Share capital 25.1 96,017 (81,953) 14,064
Share premium 25.1 44,106 2,914 47,020
Reverse Acquisition 25.1 (100,031) 87,571 (12,460)
reserve
Other reserve 25.1 1,082 253 1,335
Exchange Reserve 25.1 3,687 (4,294) (607)
Accumulated Deficit 25.1 (90,761) (4,294) (95,055)
Trade & other 25.2 14,699 69 14,768
payables
Convertible Loans 25.3 5,601 (266) 5,335
Statement of
Comprehensive Income
Administrative 25.2 (5,640) (69) (5,709)
expenses
Exchange difference
arising on
translation of 25.4 - (1,206) (1,206)
functional currency
to presentation
currency
Exchange differences
arising on 25.4 (349) 417 68
translation of
foreign operations
25.1 Adjustment to various components of equity in prior year is on account of incorrect accounting of the investment by the Company in its subsidiary as Group re-organisation reserve in the consolidation statement of financial position.
25.2 Adjustment to Trade and other payable amounting to
25.3 Adjustment to Convertible loan notes amounting to
25.4 Adjustment to other comprehensive income of
1. List of subsidiaries
As at
Proportion of ownership
interest
Place of Particulars The Held by
Name of incorporation/ of issued Group’s the Held by a Principal
GVMH PLC operation and paid-up effective Company subsidiary activities
capital interest
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 2024 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 plc
http://gvmh.co.uk/
Jonathan Lo , Director Tel: +44 (0) 20 7866 2145
or info@gvmh.co.uk
