GRAND VISION MEDIA HOLDINGS PLC
DIRECTORS’ REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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COMPANY INFORMATION
Directors and Advisers
Directors:
Ajay Kumar Rajpal – Non-Executive Director
Jonathan Yat Pang Lo – Chief Executive Officer
Frederick Chua Oon Kian – Non-Executive Director
Company Number:
Company Secretary
10028625
MSP Secretaries Limited
Eastcastle House
27-28 Eastcastle Street
London
W1W 8DH
Registered Address:
5-7 Cranwood Street
London
Principal Banker:
Metro Bank
1 Southampton Road
London
WC1B 5HA
Auditors:
Johnsons Financial Management Limited
Ground Floor,
1-2 Craven Road,
London W5 2UV
Legal Adviser to the Company:
Bracher Rawlins
77 Kingsway
London
WC2B 6SR
Registrar:
SLC Registrars Limited
Ashley Park House
42-50 Hersham Road
Walton-on-Thames
Surrey
KT12 1RZ
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GRAND VISION MEDIA HOLDINGS PLC
CONTENTS
Strategic review report
4
Directors' report
9
Directors’ remuneration report
17
Independent auditors' report
18
Statement of comprehensive income
24
Statement of financial position
25
Statement of changes in equity
27
Statement of cash flows
29
Notes to the financial statements
30
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STRATEGIC REVIEW REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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 Hong Kong consumers going to the Greater China region with a lower
cost and better variety of products.
Summary of Trading Results
Total revenue for the year was HK$3,431K (2023: HK$5,962K), a decline of 42% compared to the prior year. The total
comprehensive loss for the year was HK$6,201K (2023: HK$5,120K). Our focus remains tight cost control to minimise
operational costs and generate the new business income stream wherever possible.
Cash in hand at the end of the year was HK$11K. The Group continues to manage its cash within its available
resources and the continued support from shareholders from time to time.
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 Grand Vision Media Holdings Group requires positive
interaction with its stakeholders. Positive engagement with stakeholders will enable our stakeholders to better
understand the activities, needs and challenges of the business and enable the Board to better understand and
address relevant stakeholder views which will assist the Board’s in its decision making and to discharge its duties
under Section 172 of the Companies Act 2006.
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.
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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.
ii.
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.
iii.
Political and Regulatory Risk
The
Group is subject to amendments to laws imposed by China and by other jurisdictions where the Group
does business, including laws that govern the time, place and manner of advertising, that may impair or
even prevent the Group from conducting its business.
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.
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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.
iv.
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.
v.
Internal Control and Financial Risk Management
The Board has overall responsibility for the Group’s systems of internal control and for reviewing their
effectiveness. The Group maintains systems which are designed to provide reasonable but not absolute
assurance against material loss and to manage rather than eliminate risk.
The key features of the Group’s systems of internal control are as follows:
o
Management structure with clearly identified responsibilities;
o
Production of timely and comprehensive historical management information presented to the
Board;
o
Detailed budgeting and forecasting;
o
Day to day hands on involvement of the Executive Directors and Senior Management; and
o
Regular board and meetings and discussions with the Non-executive directors.
The Group’s activities expose it to several financial risks including cash flow risk, liquidity risk and foreign
currency risk.
vi.
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.
vii.
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.
viii.
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.
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ix.
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.
x.
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.
xi.
Market Risk
The group’s investments is in its subsidiary, GVC Holdings Ltd. The shares are not readily tradable.
xii.
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.
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Facilities and Office Environments
Management engages with its office provider and its facilities management provider to ensure a safe
working environment for our employees.
Environmental management is overseen by the Chief Executive Officer. Grand Vision Media Group
complies with the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013. We are
also reporting in compliance with the Companies (Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018 known as SECR (Streamlined Energy Carbon Reporting).
Energy consumption and GHG emissions have been calculated in line with the UK Government’s
Environmental Reporting Guidelines; including streamlined energy and carbon reporting guidance (March
2019). There were no prosecutions or compliance notices for breaches of environmental legislation during
2024.
The Group’s energy consumption within the UK has not exceeded 40,000 kilowatt-hours (kwh) of energy
during the current year and hence exempt from reporting requirements under these regulations.
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 HKD6,638k for the year ended 31 December 2024 (2023: loss of HKD3,982k) and was
in a net liability position of HKD51,653k as at that date (2023: HKD45,452k). These conditions indicate the existence
of a material uncertainty which may cast significant doubt on the Group’s and the Parent Company’s ability to
continue as a going concern.
The day to day working capital requirements and investment objectives is met by cash from operations and
shareholder loans. At 31 December 2024 the Group had cash balance of HKD11k. The Group’s forecasts and
projections, taking into account reasonably possible changes in the level of overhead costs, show that the company
should be able to operate using cash from operations and with additional funding from its shareholders (as and
when required). The directors, at the time of approving the financial statements, consider that the Group has
adequate resources and, with the expected support of its shareholders, will be able to continue in operational
existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in
preparing the financial statements.
On behalf of the board
Jonathan Lo
Chief Executive Officer
27 September 2025
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report together with the accounts of Grand Vision Media Holdings Plc (‘’the Company’’,
“GVMH”) and its subsidiary undertakings (together ‘
the group
’, ‘GVMH PLC’) for the year ended 31 December 2024.
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 31 December 2024. No significant changes as of the date of signing the report.
Investor
Shareholding
(Ordinary shares of 10p)
Percentage of the Company’s
ordinary Share Capital
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 Limited *
7,328,000
7.61%
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
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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
Johnsons Financial Management Ltd was appointed as the auditor of the Company with effect from 13 February
2025 to fill the casual vacancy following the resignation of LB Group. A resolution for the reappointment Johnsons
Financial Management Ltd as audit of the Company will be proposed at the forthcoming annual general meeting.
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 UK adopted
International Accounting Standards. Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of
the group’s profit or loss for that period. In preparing these financial statements, the directors are required to:
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.
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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
Grand Vision Media Holdings Plc is a Hong Kong based out-of-home media (OOH) and digital marketing company.
The Company completed a reverse takeover of GVC Holdings Limited in 2018. The OOH business focusses on
innovative visual technologies in cinema spaces, with a view to broaden the technologies and locations. The
partnerships with cinema groups across China provide a strong platform for the development and growth in business
opportunities. The digital marketing business has well established clients and uses common digital platforms across
the Asia region. For further information on the market, the future strategy of the Company and the risks the Board
consider to be the most significant for potential investors, Shareholders are referred to Strategic Report in the latest
Annual Report and Accounts (which is available on our website).
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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.
Jonathan Lo is CEO of the Board, and acts as Chairman for meetings. The CEO has industry and technical knowledge
and financial expertise.
The Non-Executive Directors have accounting, fund management, technical, public market
experience.
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.
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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:
Jonathan Yat Pang Lo
Chief Executive Officer
Jonathan Yat Pang Lo, FCA, is the founder and CEO of GVC Holdings Ltd. He is a Chartered Accountants in England
and Wales (ICAEW) and the Canadian Institute of Chartered Accountants (CICA). Mr Lo has significant management
experience in both the financial and TMT (telecommunications, media and technology) sectors.
Frederick Oon Kian, Chua
Non-executive Director
Mr. Frederick Oon Kian Chua is a Founder & Chief Executive Officer at Quantum Asset Management Pte Ltd. He is
on the Board of Directors at CMON Ltd. He has over 20 years of equity research, private equity and fund
management experience. He started his career in 1991 as equity research and sales in Nomura Singapore. Between
1994- 1998, he was a portfolio manager in ABN AMRO Bank Singapore, managing Asian Equities for wealth
management division. From 2001 to present, he has invested in more than 12 PRE IPO investments in Chinese
companies that are successfully listed in both the Hong Kong and Singapore exchanges. He holds a Bachelor of Arts
Degree in Economics from the Indiana University, Bloomington.
Ajay Rajpal
Non-executive Director
Mr. Ajay Rajpal, ACA, is a Chartered Accountant and member of ICAEW, qualifying in 1999. During his career, he
has gained broad-ranging commercial experience developed in the US, Europe, Middle East and Far East, with a
particular focus on M&A, financial management and insolvency/ restructuring. The Directors have access to the
Company’s external advisers e.g. lawyers and auditors as and when required and are able to obtain advice from
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other external advisers when necessary. All Directors have access to independent legal advice at the Company’s
expense. The Board will seek to take into account Board imbalances for future nominations, with areas to take into
account including gender balance.
Principle 7 – Evaluation of Board Performance
Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner.
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.
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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 London Stock Exchange and is in accordance with the
requirements of the Market Abuse Regulation which came into effect in 2016.
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
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16
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: Frederick Chua Oon Kian, Ajay Kumar Rajpal and Jonathan Yat
Pang Lo. Only Jonathan Yat Pang Lo is executive director – the others are non-executive 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 UK
The Group head office is in Hong Kong and the subsidiaries are located in Hong Kong and China.
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.
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Directors’ Remuneration Report
The remuneration committee consisted of Ajay Rajpal and Frederick Chua Oon Kian. This committee's primary
function is to review the performance of executive directors and senior employees and set their remuneration and
other terms of employment.
The Company has one executive director.
The remuneration policy
It is the aim of the committee to remunerate executive directors competitively and to reward performance. The
remuneration committee determines the company's policy for the remuneration of executive directors, having
regard to the UK Corporate Governance Code and its provisions on directors' remuneration.
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 Jonathan Lo of HKD18K
(2023: HK$18k).
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 27 September 2025.
On behalf of the board
__________________
Jonathan Lo
Director
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INDEPENDENT AUDITOR’S REPORT
to the Members of Grand Vision Media Holdings Plc
Opinion
We have audited the financial statements of Grand Vision Media Holdings Plc (the “Parent Company”) and its
subsidiaries (together the “Group”) for the year ended 31 December 2024 which comprise the Consolidated and
Company Statements of Comprehensive Income, the Consolidated and Company Statements of Financial Position,
the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of Cash
Flows, and related notes to the financial statements, including significant accounting policies. The financial reporting
framework that has been applied in the preparation of the Group’s financial statements is applicable law and UK
adopted International Financial Reporting Standards (UK adopted IFRS).
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 31 December
2024, and of the Group’s and the Parent Company’s loss for the year then ended;
•
have been properly prepared in accordance with UK adopted IFRS; and
•
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 (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the audit of the
financial statements section of our report. We are independent of the Group and Parent Company in accordance
with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard applicable to listed entities, and we have fulfilled our other ethical responsibilities in accordance
with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
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).
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-
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 - UK)). Components were scoped based
on the assessed risks at the entity level, with consideration given to aggregation risk, to ensure that sufficient
coverage of group balances was obtained to support our audit opinion. For the work performed by component
auditors in Hong Kong, we determined the level of involvement needed in order to be able to conclude whether
sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements
as a whole. Our involvement with component auditors included the following:
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.
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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 statements
Company Financial statements
Overall
materiality
2024: HK$34,000 (2023: HK$59,600)
2024: HK$18,500 (2023: HK$3,104)
Basis
for
determining
overall
materiality
We determined materiality based on 1% of the
revenue (2023: 1% revenue).
The Group is incurring losses therefore its focus
is towards increasing the revenue to achieve
breakeven. The group is in growth stage;
therefore, revenue provides a clearer picture of
the group’s ability to generate revenue and
grow
its
market
presence.
Furthermore,
Investors in growth stage companies often focus
on
revenue
as
an
indicator
of
potential
profitability in the future. Hence, we believe
that
revenue
is
the
most
appropriate
benchmark for assessing the group materiality.
We determined materiality based on 1% of the
expenses (2023: 5% total assets).
The company operates solely as a holding entity
with no trading activities in the UK, its primary
expenditures
comprise
regulatory
and
administrative costs. We believe that using total
expenses as the basis of materiality is the most
appropriate and representative approach. The
investors focus would be on expenses of the
company to maintain its profitability and
operations.
Performance
materiality
HK$ 17,000 (2023: HK$41,720)
We set the performance materiality based on
50% (2023:70%) of overall materiality.
HK$ 9,250 (2023: HK$2,172)
We set the performance materiality based on
50% (2023:70%) of overall materiality.
Performance materiality is the application of materiality at the individual account or balance level,
set at an amount to reduce, to an appropriately low level, the probability that the aggregate of
the uncorrected and undetected misstatements exceeds materiality for the financial statements
as a whole.
In determining performance materiality, we considered several factors including our
understanding of the control environment of the Group and the Company.
Error reporting
threshold
We
agreed
to
report
any
corrected
or
uncorrected adjustments exceeding HK$ 1,700
(2023: HK$ 2,300) to the Board of directors as
well as differences below this threshold that in
our view warranted reporting on qualitative
grounds.
We
agreed
to
report
any
corrected
or
uncorrected adjustments exceeding HK$ 925 to
the Board of directors as well as differences
below this threshold that in our view warranted
reporting on qualitative grounds.
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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 (UK)
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken based on these financial statements.
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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.
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A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
Other requirements
We were appointed by the Group on 13 February 2025 to audit the financial statements of the Group for the year-
ended 31 December 2024 and subsequent financial periods. Our total uninterrupted period of engagement is one
year, covering the year ended 31 December 2024.
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.
Edmund Cartwright, FCCA MAAT (Senior Statutory Auditor)
for and on behalf of Johnsons, Chartered Accountants, Statutory Auditor
London, United Kingdom
Date:
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GRAND VISION MEDIA HOLDINGS PLC
24
Statements of Comprehensive Income for the year ended 31 December 2024
Group
Group
Company
Company
31 December
2024
31 December
2023
31 December
2024
31 December
2023
Note
HK$’000
HK$’000
HK$’000
HK$’000
(Restated)
(Restated)
Revenue
4
-
-
Cost of sales
(2,653 )
(4,210 )
-
-
Gross profit
-
-
Other income
4
-
-
Other expenses
(13 )
-
-
-
-
Administrative expenses
6
(6,294 )
(5,709 )
(1,864)
(1,244)
Impairment loss on trade receivables
(1,123 )
-
-
Recovery of Impairment loss on the
intercompany current account
38
757
Loss from operations
(6,632 )
(3,964 )
(1,826)
(487)
Finance costs
5
(6 )
(18 )
-
-
Loss before tax
(6,638 )
(3,982 )
(1,826)
(487)
Income tax expense
7
-
-
Loss for the year
(6,638 )
(3,982 )
(1,826)
(487)
Other comprehensive income/loss
Exchange difference arising on translation
of functional currency to presentation
currency
(1,206 )
293
(1,206)
Exchange differences arising on translation
of foreign operations
-
-
Total comprehensive loss for the year
(6,201 )
(5,120 )
(1,533)
(1,693)
Loss attributable to
Equity holders of parent company
(6,226 )
(3,862 )
(1,826)
(487)
Non-controlling interests
(412 )
(120 )
-
-
(6,638 )
(3,982 )
(1,826)
(487)
Total comprehensive loss
attributable to:
Equity holders of the parent company
(5,789 )
(5,000 )
(1,533)
(1,693)
Non-controlling interests
(412 )
(120 )
-
-
(6,201 )
(5,120 )
(1,533)
(1,693)
Loss per shares - Basic and diluted HK$
8
(0.06
(0.04
(0.02)
(0.01)
The notes on the pages 30 to 51 forms part of these financial statements.
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Statements of financial position as at 31 December 2024
Group
Group
Group
Company
Company
Company
As at
As at
As at
As at
As at
As at
31
December
2024
31
December
2023
31
December
2022
31
December
2024
31
December
2023
31
December
2022
Note
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
(restated)
(restated)
(restated)
(restated)
Assets
Non-current assets
Property, plant and
equipment
9
-
-
-
Right of use assets
10
-
-
-
Total non-current assets
-
-
-
Current assets
Trade receivables
12
-
-
-
Deposits and prepayments
12
71
57
60
Cash and cash equivalents
14
4
5
5
Total current assets
75
62
65
Total assets
75
62
65
Equity and liabilities
Equity
Share capital
19
96,017
96,017
96,017
Share premium
44,106
44,106
44,106
Group Re-organization
reserve
(12,460 )
(12,460 )
(12,460 )
-
-
-
Capital contribution from
Shareholder’s Loan
-
-
-
Other Reserves
1,335
1,335
1,335
Exchange Reserves
(170 )
(607 )
1,051
758
1,964
Accumulated deficit
(101,281 )
(95,055 )
(92,168 )
(153,894)
(152,068)
(151,581)
Equity attributable to
owners of the parent
(50,648 )
(44,859 )
(39,859 )
(11,385)
(9,852)
(8,159)
Non-controlling interests
(1,005 )
(593 )
(473 )
-
-
-
Total equity
(51,653 )
(45,452 )
(40,332 )
(11,385)
(9,852)
(8,159)
Liabilities
Non-current liabilities
Convertible loans
17
5,232
5,335
5,073
Shareholder loans
18
953
974
926
Total non-current liabilities
6,185
6,309
5,999
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
26
Statements of financial position as at 31 December 2024 (Continued)
Group
Group
Group
Company
Company
Company
As at
As at
As at
As at
As at
As at
31
December
2024
31
December
2023
31
December
2022
31
December
2024
31
December
2023
31
December
2022
Note
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
Current liabilities
(restated)
(restated)
(restated)
(restated)
Trade and other payables
15
1,240
3,605
2,225
Lease Liabilities
21
-
-
-
Amount due to a director
4,035
-
-
Deposits received
-
-
-
Shareholder loan
18
-
-
-
Total current liabilities
5,275
3,605
2,225
Total liabilities
11,460
9,914
8,224
Total equity and liabilities
75
62
65
authorised for issue on 27 September 2025
Jonathan Lo
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
27
Statements of Changes in Equity (Company)
The notes on the pages 30 to 51 forms part of these financial statements.
Share
capital
Share
premium
Other
reserves
Exchange
reserves
Accumula
ted deficit
Total
equity
HK$’000 HK$’000
HK$’000
HK$’000
HK$’000
HK$’000
Balance at 31 December 2022
96,017
44,106
1,082
1,964
(151,581)
(8,412)
Restatement due to incorrect
classification of Equity portion on
convertible loan notes
-
-
253
-
-
253
Balance at 31 December 2022
(Restated)
96,017
44,106
1,335
1,964
(151,581)
(8,159)
Loss for the year (restated)
-
-
-
-
(487)
(487)
Other comprehensive loss
-
-
-
(1,206)
-
(952)
Total comprehensive loss
-
-
-
(1,206)
(487)
(1,439)
Balance at 31 December 2023
96,017
44,106
1,335
758
(152,068)
(9,852)
Change in equity for 2024
Loss for the year
-
-
-
-
(1,826)
(1,826)
Other comprehensive income
-
-
-
293
-
293
Total comprehensive income/(loss)
-
-
-
293
(1,826)
(1,533)
Balance at 31 December 2024
96,017
44,106
1,335
1,051
(153,894)
(11,385)
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
28
Statements of Changes in Equity (Group)
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 GVC Holdings Limited in earlier years.
Share
capital
Share
premiu
m
Reverse
Acquisitio
n reserve
Other
reserve
Exchang
e
reserve
Capital
contributi
on
reserves
Accumulat
ed deficit
Total
Non-
controllin
g
interests
Total
equity
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 December
2022
(100,031 )
(87,943 )
(40,112 )
(473 )
(40,585 )
Prior year adjustments
(81,953 )
(4,307 )
(4,225 )
Balance at 31 December
2022 (restated)
(12,460 )
(92,168 )
(39,859 )
(473 )
(40,332 )
Loss for the period
(restated)
(3,862 )
(3,862 )
(3,862 )
Exchange differences
arising on translation of
foreign operations
Exchange difference
arising on translation of
functional currency to
presentation currency
(1,206 )
(1,206 )
(1,206 )
Lapse of share option
(975 )
Non-Controlling Interest
(120 )
(120 )
Total comprehensive
income
(975 )
(1,138 )
(2,887 )
(5,000 )
(120 )
(5,120 )
Balance at 31 December
2023 (restated)
(12,460 )
(607 )
(95,055 )
(44,859 )
(593 )
(45,452 )
Loss for the period
(6,226 )
(6,226 )
(6,226 )
Exchange differences
arising on translation of
foreign operations
Exchange difference
arising on translation of
functional currency to
presentation currency
Non-Controlling Interest
(412 )
(412 )
Total comprehensive
income
(6,226 )
(5,789 )
(412 )
(6,201 )
Balance at 31 December
2024
(12,460 )
(170 )
(101,281 )
(50,648 )
(1,005 )
(51,653 )
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
29
Statements of Cash flows for the year ended 31 December 2024
Group
Group
Company
Company
31 December
2024
31 December
2023
31 December
2024
31 December
2023
HK$’000
HK$’000
HK$’000
HK$’000
(Restated)
(Restated)
Operating activities
Loss before taxation
(6,638 )
(3,982 )
(1,826)
(487)
Adjustments for:
Depreciation and amortisation
-
-
Finance costs
-
-
Impairment of receivables
-
-
Operating loss before changes in
working capital
(4,973 )
(3,379 )
(1,826)
(487)
Decrease/ (increase) in trade and other
receivables
(421 )
-
-
Decrease/ (increase) in deposits and
prepayments
(18 )
(14)
3
(Decrease)/Increase in trade and other
payables
(3,858 )
(2,365)
1,380
Increase/(Decrease) in deposit received
(78 )
-
-
Cash generated (used in)/from
operating activities
(8,653 )
(1,845 )
(4,205)
896
Investing activities
Payment for purchase of property,
plant and equipment
(17 )
-
-
Net cash outflow from investing
activities
(17 )
-
-
Financing activities
Increase in an amount due to director
-
-
Proceeds from shareholder loans
4,035
-
Principal & Interest portion of lease
payment
(539 )
(589 )
Net cash generated from financing
activities
4,035
-
Net (decrease)/increase in cash and
cash equivalents
(593 )
(170)
896
Cash and cash equivalents at 1 January
5
5
Effect of foreign exchange rate changes
(877 )
169
(896)
Cash and cash equivalents at 31
December
4
5
Represented by:
Bank balance and cash
4
5
The notes on the pages 30 to 51 forms part of these financial statements.
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
Notes to the financial statements
30
1.
Reporting entities
Accounting policies
Statement of compliance
The consolidated financial statements have been prepared in accordance with UK adopted International
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 UK law and UK adopted International Accounting
Standards and as applied in accordance with the provisions of the Companies Act 2006. The Directors
consider that the financial information presented in these Financial Statements represents fairly the
financial position, operations and cash flows for the year, in conformity with IFRS. As a result of UK
endorsement of IFRS, there were no adjustments required.
The consolidated financial statements include the financial statements of the Company and its
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 31 December 2023, except for the adoption of the new standards and policies applicable for the
year ended 31 December 2024. The significant accounting policies adopted during the year are set out
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 1 January 2024:
• 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
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
31
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 1 January 2025
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9
and IFRS7) - Effective 1 January 2026
• IFRS 18 Presentation and Disclosure in Financial Statements - Effective 1 January 2027
• IFRS 19 Subsidiaries without public accountability- effective 1 January 2027
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
Going concern
The Group incurred a loss of HKD6,638k for the year ended 31 December 2024 (2023: loss of HKD3,982k)
and was in a net liability position of HKD51,653k as at that date (2023: HKD45,452k). These conditions
indicate the existence of a material uncertainty which may cast significant doubt on the Group’s and the
Parent Company’s ability to continue as a going concern.
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
Subsidiaries and non-controlling interests and GVMH PLC and its subsidiaries reorganisation
accounting
Subsidiaries are all entities over which Grand Vision Media Holdings Plc has the power to govern the
financial and operating policies generally accompanying a shareholding of more than one half of the voting
rights. The existence and effect of potential voting rights that are currently exercisable or convertible are
considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Company. They are de-consolidated from the date
that control ceases.
In June 2018, Grand Vision Media Holdings Plc (“Company”) acquired the entire issued share capital of
GVC Holdings Limited (“legal subsidiary”) in exchange of issuance of shares to GVC Holdings Limited.
As
the legal subsidiary is reversed into the Company (the legal parent), which originally was a publicly listed
cash shell company, this transaction cannot be considered a business combination, as the Company, the
accounting acquiree does not meet the definition of a business, under IFRS 3 ‘Business Combinations’.
However, the accounting for such capital transaction should be treated as a share- based payment
transaction and therefore accounted for under IFRS 2 ‘Share-based payment’. Any difference in the fair
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
32
value of the shares deemed to have been issued by the GVC Holdings Limited (accounting acquirer) and
the fair value of Grand Vision Media Holdings PLC’s (the accounting acquiree) identifiable net assets
represents a service received by the accounting acquirer.
Although the consolidated financial information has been issued in the name of Grand Vision Media
Holdings PLC, the legal parent, it represents in substance continuation of the financial information of the
legal subsidiary.
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 June 2018 to the date of the business combination are
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 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
GVC Holdings Ltd and its subsidiaries of related assets) is estimated and compared with its carrying
amount. If an estimated recoverable amount is lower, the carrying amount is reduced to its estimated
recoverable amount, and an impairment loss is recognised immediately in profit or loss.
If an impairment loss subsequently reverses, the carrying amount of the asset (or GVC Holdings Ltd and
its subsidiaries of related assets) is increased to the revised estimate of its recoverable amount, but not
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
33
in excess of the amount that would have been determined had no impairment loss been recognised for
the asset (GVC Holdings Ltd and its subsidiaries of related assets) in prior years. A reversal of an
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)
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
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,
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
Employee benefits
Short-term benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the
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.
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;
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
34
•
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
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
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
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
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
35
instrument, and continues unwinding the discount as interest income. Interest income on impaired
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 Hong Kong dollars at the exchange rates
approximating the foreign exchange rates ruling at the dates of the transactions. Statement of financial
position items, including goodwill arising on consolidation of foreign operations, are translated into Hong
Kong dollars at the closing foreign exchange rates at the end of the reporting period. The resulting
exchange differences are recognised in other comprehensive income and accumulated separately in
equity as exchange reserve.
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
Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets
and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement categories:
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
36
•
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.
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.
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
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.
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GRAND VISION MEDIA HOLDINGS PLC
37
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
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
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.
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
38
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
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
39
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:
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
• 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
Details of GVMH PLC and its subsidiaries’ revenue and other income is as follows:
Group | Group | Company | Company | |
2024 | 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 | - | - |
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
40
Finance costs
Group | Group | Company | Company | |
2024 | 2023 | 2024 | 2023 | |
HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
Finance costs | ||||
Interest expense on lease liabilities | 6 | 18 | - | - |
6 | 18 | - | - |
Administrative expenses
Group | Group | Company | Company | |
2024 | 2023 | 2024 | 2023 | |
HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
(Restated) | (Restated) | |||
Audit fees | 843 | 322 | 719 | 198 |
Business development and marketing | - | 11 | - | - |
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 |
Wages and Salaries | 2,106 | 2,236 | - | - |
6,294 | 5,709 | 1,864 | 1,244 |
Employee numbers | No. | No. | No. | No. |
Management | 3 | 3 | 2 | 2 |
Operations | 8 | 12 | - | - |
11 | 15 | 2 | 2 |
Income tax expense
No tax provision made in the accounts as GVMH PLC and its subsidiaries do not have any taxable profits for the
year (2023: nil).
Reconciliation between tax expenses and accounting profit at applicable tax rates of 16.5% in Hong Kong and
19% in the UK and 25% in PRC.
Group | Group | Company | Company | |
2024 | 2023 | 2024 | 2023 | |
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 loss in the countries | (1,141) | (669) | (347) | (93) |
concerned | ||||
Tax effect on unrecognised tax loss | 1,141 | 669 | 347 | 93 |
Actual tax expenses | - | - | - | - |
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
41
respect of accelerated depreciation over capital allowances. No deferred tax asset has been recognised on the
accumulated tax losses of HK$25,461,373 (2023:HK$23,124,963) as the availability of future taxable profits
against which the assets can be utilised is uncertain at 31 December 2024.
The Group of tax losses arising in Hong Kong are available indefinitely for offsetting against future taxable profits
of the companies in which the losses arose. The tax losses arising in the PRC will expire in one to five years for
Loss per share
The calculation of basic and diluted loss per share is based on the Group’s loss attributable to shareholders of
Company, details are as follows:
Group | Group | Company | Company | |
2024 | 2023 | 2024 | 2023 | |
HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
(Restated) | (Restated) | |||
Loss attributable to equity holder of parent | ||||
| company | (6,226) | (3,862) | (1,826) | (487) |
Weighted average number of shares | 96,287,079 | 96,287,079 | 96,287,079 | 96,287,079 |
Basic and diluted loss per share HK$ | (0.06) | (0.04) | (0.02) | (0.01) |
There were no potential dilutive ordinary shares in existence during the year ended 31 December 2024 or the
years ended 31 December 2023, and hence diluted earnings per share is the same as the basic earnings per
Property, plant and equipment
Displays | Furniture, | ||||
panels and | Computer | fixtures & | Leasehold | ||
CMS | equipment | equipment | improvement | Total | |
HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
Cost | |||||
At 31 December 2022 | 16,467 | 313 | 343 | 252 | 17,375 |
Additions during the year 2023 | - | 17 | - | - | 17 |
At 31 December 2023 | 16,467 | 330 | 343 | 252 | 17,392 |
Write off | (16,467) | - | - | - | (16,467) |
At 31 December 2024 | - | 330 | 343 | 252 | 925 |
Accumulated depreciation | |||||
At 31 December 2022 | 16,467 | 301 | 343 | 252 | 17,363 |
Charge for the year 2023 | - | 9 | - | - | 9 |
At 31 December 2023 | 16,467 | 310 | 343 | 252 | 17,372 |
Write off | (16,467) | - | - | - | (16,467) |
Charge for the year 2024 | - | 9 | - | - | 9 |
At 31 December 2024 | - | 319 | 343 | 252 | 17,381 |
Net carrying amount | |||||
At 31 December 2024 | - | 11 | - | - | 11 |
At 31 December 2023 | - | 20 | - | - | 20 |
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
42
Right of use assets
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
Right of use assets
HK$’000 | |
At 01/01/2023 | 1,103 |
Depreciation | (576) |
At 31/12/2023 | (527) |
Depreciation | (527) |
At 31/12/2024 | - |
Investments in Subsidiaries
The Company invested an amount of HK$114,572k in GVC Holdings Limited and this investment was impaired
fully in earlier years. GVC Holdings Limited is an intermediary investment holding company with subsidiaries in
Trade and other receivables
Group | Group | Company | Company | |
2024 | 2023 | 2024 | 2023 | |
HK$’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 HK$4,530k (2023: HK$4,069k). The directors
consider that the carrying amount of receivables is not materially different to their fair value.
13.
Amount due from subsidiaries
Company | 2024 | 2023 |
HK$’000 | HK$’000 | |
At 31 December | 15,298 | 15,677 |
─────── | ─────── | |
Impairment | ||
At 1 January | (15,677) | (15,627) |
Loans recovery from subsidiaries | 38 | 757 |
Exchange Rate Difference | 341 | (807) |
─────── | ─────── | |
At 31 December | (15,298) | (15,677) |
─────── | ─────── | |
Net Carrying Amount | - | - |
─────── | ─────── |
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
43
Cash and cash equivalents
Group | Group | Company | Company | |
2024 | 2023 | 2024 | 2023 | |
Cash and cash equivalents | HK$’000 | HK$’000 | HK$’000 | HK$’000 |
Cash at bank and in hand | 11 | 291 | 4 | 5 |
11 | 291 | 4 | 5 |
Trade and other payables
Group | Group | Company | Company | |
2024 | 2023 | 2024 | 2023 | |
HK$’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 |
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 19 June 2018. The options vest annually over
a 3 year period to 31 December 2020.
All of these options have vested to date. Options for 4,000,000 ordinary
shares were lapsed in 2021, 2022 and 2023 respectively.
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 | |
2020 | 2019 | 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 Options | WAEP | |
As at 31 December 2022 | 4 ,000,000 | 0.1817 |
Forfeited/cancelled during the year 2023 | ( 4,000,000 ) | - |
As at 31 December 2023 | - | - |
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
44
As at 31 December 2024 | - | - |
Convertible loan
On 19 July 2019, the company issues £673k of convertible loan notes, which were redeemable on 1 July 2021
or convertible into shares at 15p per share at any time before this date.
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 31 December 2024 and 31 December 2023
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 |
18.
Shareholder loans
Group | Group | Company | Company | |
2024 | 2023 | 2024 | 2023 | |
Non-current | HK$’000 | HK$’000 | HK$’000 | HK$’000 |
Shareholder's loan at amortised cost | 953 | 974 | 953 | 974 |
Current | ||||
Shareholder's loan at amortised cost | 21,837 | 21,837 | - | - |
The shareholders' loan is unsecured, interest-free and repayable on demand; hence directors have considered
Share Capital
(a)
Issued share capital
Allotted, called | Number of | Share Capital | Share | Share | Share Premium |
up and fully | shares | Capital | Premium | ||
paid ordinary | |||||
shares of £10p | |||||
each | |||||
£ | HK$ | £ | HK$ | ||
Balance at 31 | 96,287,079 | 9,628,708 | 96,017,186 | 4,422,954 | 44,105,565 |
December 2024 | |||||
and 31 | |||||
December 2023 |
The share capital of the Group represents the share capital of GVC Holdings Limited being the accounting
acquirer of the Reverse Takeover transaction that took place in 2018 and subsequent shares issued by the
Company. GVC Holdings Limited has authorised shared capital is US$ 50,000 (50,000 shares at US$1 par value)
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
45
and issued and paid-up share capital of US$ 13,620 (13,620 shares at US$1 par value). Any amount received in
Capital management
The Group objective when managing capital are to safeguard the Group’s ability to continue as a going
concern, so that it can continue to provide returns for shareholders and benefit for other stakeholders,
and to provide an adequate return to shareholders.
The Group manages the capital structure and makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt. No changes were made in the objectives,
policies and processes during the year of 2024 and 2023.
The Group monitors’ capital using a gearing ratio, which are calculated by dividing consolidated debts by
consolidated total shareholder's equity plus consolidated debt. The gearing ratio is currently high,
indicating that the Group is highly leveraged. To maintain financial stability, the management of the
Financial instruments
The Group has classified its financial assets and financial liabilities in the following categories:
Group | Group | Company | Company | |
2024 | 2023 | 2024 | 2023 | |
Financial Assets | HK$’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 |
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.
Credit risk
GVMH PLC and its subsidiaries are exposed to credit risk on financial assets, mainly attributable to trade
receivables. It sets credit limits on each individual customer and prior approval is required for any
transaction exceeding that limit. The customer with sound payment history would accumulate a higher
credit limit. In addition, the overseas customers would normally be required to transact with GVMH PLC
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
46
and its subsidiaries’ and GVMH PLC by letter of credit in order to minimise GVMH PLC and its subsidiaries’
credit risk exposure.
At 31 December 2024, GVMH PLC and its subsidiaries has no concentration of risk and the maximum
Liquidity risk
GVMH PLC and its subsidiaries is exposed to liquidity risk on financial liabilities. It manages its funds
conservatively by maintaining a comfortable level of cash and cash equivalents in order to meet
continuous operational need. The financial support from shareholder have been arranged in order to fund
any emergency liquidity requirements.
Within 12 | Later than 1 year | ||
The Group | months | but not 5 years | Carrying amount |
As at 31 December 2024 | |||
Trade and other payables | 10,910 | - | 14,039 |
Shareholders' loan – current | 21,387 | - | 21,387 |
Convertible bonds | - | 5,232 | 5,232 |
Shareholders’ loan – non-current | - | 953 | 953 |
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 – current | 21,387 | - | 21,387 |
Convertible bonds | - | 5,335 | 5,335 |
Shareholders’ loan – non-current | - | 974 | 974 |
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 – non-current | - | 953 | 953 |
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 current | - | 974 | 974 |
3,605 | 6,309 | 9,914 |
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.
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
47
No material exposure on fair value interest rate risk is expected. Even that, GVMH PLC closely monitors
the fair value fluctuation of the investments.
(d)
Currency risk
GVMH PLC and its subsidiaries purchases and sells in various foreign currencies, mainly RMB and GBP that
expose it to currency risk arising from such purchases and sales and the resulting receivables and the
payables.
GVMH PLC and its subsidiaries closely and continuously monitors the exposure on currency risk. Since HK
dollars are pegged to US dollars, there is no significant exposure expected on US dollars transactions and
balances.
In respect of purchases and payables, GVMH PLC and its subsidiaries controls its volume of purchase
orders to a tolerable level and avoids concentrating the purchases in a single foreign currency by
diversifying such foreign currency risk exposure.
In respect of sales and receivables, GVMH PLC and its subsidiaries sets a prudent credit limit to individual
customers who transact with it in other foreign currencies. The directors’ approval is required on the
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 |
At 31 December 2022 | 1,104 |
Accretion of interest recognised during the year | 18 |
Payments | (589) |
At 31 December 2023 | 533 |
Accretion of interest recognised during the year | 6 |
Payments | (539) |
At 31 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 | 5 27 | 576 |
Expenses relating to short - term leases | 45 | 39 |
Total amount recognised in profit or loss | 578 | 633 |
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
48
The Group had total cash outflows for leases of HK$539K (2023: HK$589k) and no additions to right-of-
use assets and lease liabilities for the year (2023: HK$nil).
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
Contingent liabilities
Material related party transactions
Key management are considered to be the directors of the Company. Details of their remuneration and equity
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. Jonathan Yat Pang Lo at the year end is HK$11,239k (2023: HK$4,926k).
-
The balance due to a director, Mr. Ajay Rajpal at the year end is HK$2,117k (2023: HK$1,640k).
-
The balance due to shareholder, Mr. Stephen Nai Wai Lo, at the year end is HK$17,290k (2023:
HK$17,311k). Mr. Stephen Nai Wai Lo is the father of Mr. Jonathan Yat Pang Lo.
-
The gross balance due to Win Network International Limited including convertible loan at the year end is
HK$5,217k (2023: HK$5,315k). The ultimate shareholder of Win Network Limited is Mr. Stephen Nai Wai
Lo.
-
The gross balance due to shareholder, Pentawood Limited including convertible loan at the year end is
HK$5,231k (2023: HK$5,253k).
Transactions of convertible bonds
No interest recognised by the Company during the year (2023: HK$Nil). The balance due under convertible
bonds at the year-end was HK$5,232k (2023: HK$5,335k) and Mr. Stephen Nai Wai Lo (through win network)
and Pentawood Limited are one of the bonds holders and the gross amount of the bonds is HK$4,417k and
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
49
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
50
Event after reporting period
At 31 December 2024, the Group did not have material non-adjusting events after the report period that have
significant impact on the financial position and operation of the Group. Financial support a from shareholder
and director, Mr. Jonathan Yat Pang Lo has been arranged in order to fund any emergency liquidity
Comparatives figures
In 2024, the Company identified errors in its previously issued financial statements for prior fiscal years. The
restatement primarily relates to adjustments to the group reorganisation reserve, share capital, share premium,
and exchange reserves. Additionally, corrections were made to administrative expenses, affecting accruals,
payables, prepayments, and amounts due to directors.
While the restatement does not impact reported revenue, it results in adjustments to operating expenses due
to the revised treatment of certain costs. Consequently, these corrections also affect cash flows for the relevant
periods. The restatement further impacts the balance sheet, the statement of changes in equity, and related
disclosures. Below is reconciliation provided affecting the restatement:
As at 31 | As at 31 | |||
| December 2023 | Adjustment | December | ||
| Previously | 2023 | |||
Note | presented | As restated | ||
HK$’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 reserve | 25.1 | (100,031) | 87,571 | (12,460) |
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 payables | 25.2 | 14,699 | 69 | 14,768 |
Convertible Loans | 25.3 | 5,601 | (266) | 5,335 |
Statement of Comprehensive Income | ||||
Administrative expenses | 25.2 | (5,640) | (69) | (5,709) |
Exchange difference arising on translation | ||||
of functional currency to presentation | ||||
currency | 25.4 | - | (1,206) | (1,206) |
Exchange differences arising on | ||||
translation of foreign operations | 25.4 | (349) | 417 | 68 |
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 HK$69k is towards the unrecognised legal fees in prior
year.
Docusign Envelope ID: 096CBFED-54A7-4C54-B03E-407A39E61819
GRAND VISION MEDIA HOLDINGS PLC
51
25.3 Adjustment to Convertible loan notes amounting to HK$266k is due to the incorrect exchange rate considered
by management in translating the year-end liability.
25.4 Adjustment to other comprehensive income of HK$1,114k and HK$417k is due to incorrect calculations of the
impact of foreign exchange rate on translation of functional currency of parent company and subsidiaries to the
List of subsidiaries
As at 31 December 2024 the following list contains only the particulars of subsidiaries which principally affected
the results, assets or liabilities of GVMH PLC and its subsidiaries.
| Proportion of ownership interest | ||||||
Particulars of | ||||||
Place of | issued and | The Group’s | Held by | |||
incorporation | paid-up | effective | the | Held by a | ||
Name of GVMH PLC | / operation | capital | interest | Company | subsidiary | Principal activities |
BVI/Hong | Investment | |||||
GVC Holdings Ltd | Kong | US$10,862 | 100% | 100% | - | holdings |
Founding | ||||||
Technology (Int'l) | Hong Kong | HK$10,000 | 70.0% | - | 70% | Dormant |
Ltd | ||||||
Grand Vision Media | ||||||
| Limited | Hong Kong | HK$1,000,000 | 100% | - | 100% | Advertising |
Grand Vision Media | 3D panel | |||||
| Network Limited | Hong Kong | HK$7,824,268 | 100.0% | - | 100.0% | advertising |
| Ying Interactive | Social Media | |||||
Marketing Services | Hong Kong | HK$4,900,000 | 55.0% | 55% | - | Marketing |
| Ltd | ||||||
| Shanghai Hongshi | 3D panel | |||||
Culture Media Co., | PRC | RBM5,874,000 | 100.0% | - | 100.0% | advertising |
| Ltd | ||||||
Control