REG-Grand Vision Media Holdings Plc: Annual Financial Report
30/04/2026 15:00
London, 30 April 2026
FOR IMMEDIATE RELEASE
Grand Vision Media Holdings plc
( “GVMH” or the “Company”)
Audited Final Results
Grand Vision Media Holdings plc announces its audited final results
for the year ended 31 December 2025.
STRATEGIC REVIEW REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The CEO Report
We are pleased to report the results for 2025. We saw mild growth in revenue
from 2024 although the overall economy remains stagnant. Local consumer
expenditure was also impacted by the growing trend of Hong Kong consumers
going to Greater China region with a lower cost and better variety of
products.
Summary of Trading Results
Total revenue for the year was HK$3,773K (2024: HK$3,431K), an increase of 10%
compared to the prior year. The total comprehensive loss for the year was
HK$6,039K (2024: HK$6,201K) a decrease of approximately 3%. 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$183K. The Group continues to manage
its cash within its available resources.
Outlook
In 2026, the economy and market conditions are increasingly volatile.
Global conflicts and uncertainties have resulted in a substantial
increase in gas prices and overall costs. 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 loan 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.
Our Shareholders
The Company has been well-supported by its shareholders for many years, who
have provided shareholders’ 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:
1. 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.
1. 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.
1. 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.
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.
1. 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.
1. 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:
* Management structure with clearly identified responsibilities;
* Production of timely and comprehensive historical management
information presented to the Board;
* Detailed budgeting and forecasting;
* Day to day hands on involvement of the Executive Directors and
Senior Management; and
* 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.
1. 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.
1. 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.
1. Financing Risk
The development of the Group’s business may depend upon the Group’s
ability to obtain financing primarily through the raising of new equity
capital or debt. The Group’s ability to raise further funds may be affected
by the success of existing and acquired investments. The Group may not be
successful in procuring the requisite funds on terms which are acceptable to
it (or at all) and, if such funding is unavailable, the Group may be required
to reduce the scope of its investments or the anticipated expansion. Further,
Shareholders’ holdings of Ordinary Shares may be materially diluted if debt
financing is not available.
1. Credit Risk
The Group does not have bank loans or other borrowings except for
shareholders’ loans. The Group has benefitted from
further shareholders’ 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.
1. Liquidity Risk
The Directors have reviewed the working capital forecasts for the Group and
believe that there is sufficient working capital to fund the business as it
progresses to break even. The group is reliant on raising new capital for
expansion, which is not guaranteed.
1. Market Risk
The group’s investments is in its subsidiary, GVC Holdings Ltd. The shares
are not readily tradable.
1. Capital Risk
The Group manages its capital resources to ensure that entities in the Group
will be able to continue as a going concern, while maximising shareholder
return.
The capital structure of the Group consists of equity attributable to
shareholders, comprising issued share capital and reserves. The availability
of new capital will depend on many factors including a positive operating
environment, positive stock market conditions, the Group’s track record, and
the experience of management. There are no externally imposed capital
requirements. The Directors are confident that adequate
cash resources exist or will be made available to finance operations but
controls over expenditure are carefully managed.
Environmental, social and governance
A review of the Group’s approach to sustainability and societal impact
during the year is set out below:
Climate Change
The Group recognise the increasing importance of climate change triggered by
greenhouse gases (GHG) from burning fossil fuels.
We plan to publish targets across 2025/2026. We have made progress in reducing
emissions in our offices during 2025, 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 2025 versus 2024. In terms of Energy efficiency, our energy usage was
on the same level in 2025 compared with 2024.
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 2025, these included:
continued reduction of waste and, where practicable, re-use and recycling of
consumables; continued reduction of usage of energy, water and other
resources; on-going upgrades to LED lighting; and reprogramming of certain air
conditioning and air handling systems to increase efficiency and implement
timed shutdowns when not required.
Facilities and 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 2025.
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.
Diversity/Gender
The split of Directors by gender during the year is as follows.
Male Female
Directors 3 -
Managers 1 -
Employees - 5
The Group supports diversity, and the Board will keep its composition under
review to ensure it remains suitably balanced as the business develops.
TCFD Disclosure
Strategy
a) Describe the Board’s oversight of climate-related risks and opportunities The Board acknowledges the financial implications of climate change and considers the related risks and opportunities through regular communication among Board members on
an ongoing informal basis. Through these discussions, the Board concludes there are no material risks or opportunities that have significant implications to the
Group activities. We shall continue such discussions going forward.
b) Describe the management’s role in managing and accessing climate related risks and opportunities The Board will regularly discuss climate change risks and opportunities with management. They exercise due diligence to minimise climate impact caused by the Group’s
activities.
c) Describe the climate-related risks and opportunities the organization has identified over the short, medium and long term. The Group has not identified any material climate-related risks and opportunities in the short-term. Medium and longer-term assessments will depend on what
acquisitions are made by the Group and accordingly the Board will reassess those climate-related risks and opportunities as soon as practically possible
following an acquisition.
d) Describe the impact of climate-related risks and opportunities on the organization’s businesses, strategy and financial planning. The Group has assessed the impact of climate change risks to ensure financial resilience and operational continuity. The conclusion is that climate change
represents a negligible impact and that these risks are currently assessed as not material. Individual employees are encouraged to take climate matters into
account when planning how they wish to work and management offer maximum flexibility to facilitate this.
e) Describe the resilience of the organization’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. The Group does not foresee any impact on its resilience arising from all foreseeable climate-related scenarios, including a full two degrees of warming. All climate
change risks will continue to be monitored.
f) Describe the organization’s processes for identifying and assessing climate-related risks. Climate risk is considered as part of the annual business review. This will be kept under review as the organization grows.
g) Describe the organization’s processes for managing climate-related risks. The process for managing such risks is to provide employees with the flexibility to manage those limited risks that are under their control.
h) Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organization’s overall risk management. The Board assessed the risks across short, medium, and long-term timeframes, ultimately determining that these were immaterial to the balance sheet .
Metrics and Targets
i) Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy and risk management process. The Group does not seek to measure climate-related risks as they are not considered material. The Board will reconsider this position on any material change to the Group or its activities.
j) Disclose Scope 1, 2, and, if appropriate, Scope 3 greenhouse gas emissions, and the related risks. The Group’s activities are outside the scope of the Global GHG Accounting and Reporting Standards.
k) Describe the targets used by the organization to manage climate-related risks and opportunities and performance against target. The Group currently has not set specific targets or commitments. Notwithstanding, the Board is pleased to note that employees continue to do what they can to reduce climate risk by working from home and minimize the business travel by each employee. The Board will reconsider this position on any material change to
the Group or its activities.
Going Concern
The day to day working capital requirements and investment objectives is met
by existing cash resources and funding from the shareholders’ and a
directors. At 31 December 2025, the Group had cash balance of HKD183k. 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 resources from its operations and with additional
funding from shareholder. 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
30 April 2026
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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 2025.
Principal activity
The principal activity of the Company is that of a holding company. The
principal activity of the Group is the provision of marketing and advertising
services, including out-of-home media and digital/social media marketing,
delivered primarily through its operations in Hong Kong and the People’s
Republic of China.
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 for the year (2024: nil)
Directors
The following directors have held office during the year and until the date of
this report:
Ajay Kumar RAJPAL
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 2025:
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
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 18.
A description of how the company manages its capital is also disclosed in Note
17.
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
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 accordance with the UK
adopted IAS;
* prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will continue in
business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company’s transactions and disclose with
reasonable accuracy at any time the financial position of the group and
company. They are also responsible for safeguarding the assets of the group
and company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Corporate Governance
The Board recognizes that good standards of corporate governance help the
Company to achieve its strategic goals and is vital for the success of the
Company. The Company adopts proper standards of corporate
governance and follows the principles of best practice set out in QCA
Corporate Governance Code (2018), as far as is appropriate for the size and
nature of the Company and the Group. The Group is in the process of
transitioning to the QCA Corporate Governance Code (2023) and will be fully
implemented for the years starting from 1 January 2026.
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).
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.
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 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.
Ajay Rajpal is the chairman of the Audit Committee and Chua Frederick Oon Kian
is the member of the Committee. The Audit Committee reviews and monitors the
independence of the statutory auditor.
Principle 7 – Evaluation of Board Performance
Evaluation of the performance of the Company’s Board has historically been
implemented in an informal manner. The Board will formally review and consider
the performance of each director at or around the time of publication of the
company’s annual report. On an ongoing basis, board members maintain a
watching brief to identify relevant internal and external candidates who may
be suitable additions to or backup for current board members. The Company
undertakes annual monitoring of personal and corporate performance.
Responsibility for assessing and monitoring the performance of the executive
directors lies with the independent non-executive director. Agreed personal
objectives and targets including financial and non-financial metrics are set
each year for the executive directors and performance measured against these
metrics. The Board as a whole is mindful of the need for considering
succession planning.
Principle 8 – Corporate Culture
The Board believes that the promotion a corporate culture based on sound
ethical values and behaviours is essential to maximise shareholder value in
the medium to long-term. The Company recognises the
importance of promoting an ethical corporate culture, interacting responsibly
with all stakeholders and the communities in which the Company operates. The
Company maintains and annually reviews a handbook that includes clear guidance
on what is expected of every employee and officer of the company.
Adherence of these standards is a key factor in the evaluation of
performance within the company, including during annual performance reviews.
Guided by the Group’s core values of simplicity, empowerment, passion,
innovation and authenticity, the Group seeks to promote a culture where its
people can thrive. For GVMH, this means promoting strong business ethics and
putting in place policies and programmes to build trust with employees. As a
first priority, GVMH seeks to uphold individual human rights in its operations
and expects the same from all partners. The Group’s policies outline the
behaviours expected from employees and suppliers at all times and set out the
Group’s zero tolerance approach towards any form of modern slavery,
discrimination or unethical behaviour relating to bribery, corruption or
business conduct. The GVMH diversity policy outlines the Group’s commitment
to building an inclusive culture, where people feel able to be their best at
work, irrespective of age, race, sexual orientation, religion, national origin
or gender.
Principle 9 – Maintenance of Governance Structures and Processes
The Board provides strategic leadership for the Company and operates within
the scope of a robust corporate governance framework. Its purpose is to ensure
the delivery of long-term shareholder value, which involves setting the
culture, values and practices that operate throughout the business, and
defining the strategic goals that the Company implements in its business
plans. The Board meets regularly to determine the policy and business strategy
of the Group and has adopted a schedule of matters that are reserved as the
responsibility of the Board. The CEO leads the development of business
strategies within the Group’s operations. The Board currently consists of
one Executive Directors and two Non-executive Directors. The Board considers
that there is an appropriate balance between the Executives and Non-executives
and that no individual or small group dominates the Board’s decision making.
The Board’s members have a wide range of expertise and experience and it is
felt that concerns may be addressed to the Non-executive Directors. The Board
has considered mechanisms by which the business and the financial risks facing
the Company are managed and reported to the Board. The principal business and
financial risks have been identified and control procedures implemented. The
Board acknowledges its responsibility for reviewing the effectiveness of the
systems that are in place to manage risk and to provide reasonable but not
absolute assurance with regard to the safeguarding of the Company’s assets
against misstatement or loss.
Internal controls:
The Board has ultimate responsibility for the Company’s system of internal
control and for reviewing its effectiveness. However, any such system of
internal control can provide only reasonable, but not absolute, assurance
against material misstatement or loss. The Board considers that the internal
controls in place are appropriate for the size, complexity and risk profile of
the Group. The principal elements of the Group’s internal control system
include:
• Close management of the day to day
activities of the Group by the executive Directors;
• An organisational structure with
defined levels of responsibility, which promotes entrepreneurial decision
making and rapid implementation whilst minimising risks;
• A comprehensive annual budgeting
process producing a detailed integrated profit and loss, balance sheet and
cash flow, which is approved by the Board;
• Detailed monthly reporting of
performance against budget; and
• Central control over key areas such as
capital expenditure authorisation and banking facilities.
The Company continues to review its system of internal control to ensure
compliance with best practice, whilst also having regard to its size and the
resources available. The Board considers that the introduction of an internal
audit function is not appropriate at this juncture. The CEO has overall
responsibility for corporate governance and in promoting high standards
throughout the Company. He leads and chairs the Board, ensuring that that
performance of individual Directors, the Board and its committees are reviewed
on a regular basis, leads in the development of strategy and setting
objectives, and oversees communication between the Company and its
shareholders.
The Executive Director is responsible for implementing and delivering the
strategy and operational decisions agreed by the Board, making operational and
financial decisions required in the day-to-day operation of the Company,
providing executive leadership to managers, championing the Company’s core
values and promoting talent management.
The Independent Non-Executive Directors contribute independent thinking and
judgement through the application of their external experience and knowledge,
scrutinise the performance of management, provide constructive challenge to
the Executive Director and ensure that the Company is operating within the
governance and risk framework approved by the Board.
The Board reviews annually the effectiveness of its corporate governance
structures and processes. The primary duty of the Board is to act in the best
interests of the Company at all times. The Board also addresses issues
relating to internal control and the Company’s approach to risk management.
The Company has also implemented a code for Directors´ and employees´
dealings in securities which is appropriate for a company whose securities are
traded on the 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
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 21.
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.
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. There have been no
significant changes to the director’s remuneration from prior year.
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
2025 2024 2025 2024
HK$’000 HK$’000 HK$’000 HK$’000
Ajay Rajpal 491 480 123 120
Jonathan Lo 1,104 1,080 491 480
1,595 1,560 614 600
No pension contributions were made by the company on behalf of its directors
apart for Jonathan Lo of HK$18K (2024: HK$18k).
The prior-year Directors’ Remuneration Report was approved by shareholders
without any votes against or withheld.
The Remuneration Committee considered the relevant requirements of the
Companies Act 2006 in respect of directors’ remuneration disclosures,
including the performance graph and the CEO remuneration history table, and
the disclosure comparing the annual percentage change in CEO remuneration with
the average percentage change in employee remuneration. The Committee noted
that the Group has incurred continuing losses in recent years and, in the
current circumstances, these disclosures would not provide a meaningful
comparison with the Group’s performance. The Committee also noted that the
Company has one executive director and that the CEO’s remuneration, as
disclosed, comprises fixed salary/fees only and is not currently linked to
performance-related outcomes. In addition, given the relatively small
workforce, comparisons between changes in CEO remuneration and average
employee remuneration would be of limited informational value at this time.
The Committee will keep the appropriateness of these disclosures under review
as the Group develops.
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 30 April 2026
On behalf of the board
__________________
Jonathan Lo
Director
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 2025 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 the UK adopted
International Accounting Standards (UK adopted IAS).
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 2025, 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 IAS; 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 by applying more conservative assumptions to forecast revenues
and operating costs.
- We checked the confirmations received
from majority shareholders and a director and confirmed that the financial
support is agreed to be provided for at least 12 months from the date of
approval of financial statements.
- We checked the evidence of the
financial position of the majority shareholders to confirm that they have
financial means to be able to support the Group (when required).
- We checked confirmation form the
convertible loan note holders confirming that they will not demand repayment
of the outstanding loan for a period of at least 12 months from the date of
approval of financial statements.
INDEPENDENT AUDITOR’S REPORT
to the Members of Grand Vision Media Holdings Plc
- 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 audit (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.
INDEPENDENT AUDITOR’S REPORT
to the Members of Grand Vision Media Holdings Plc
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether due to fraud or error) we identified, including those
which had the greatest effect on the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Except for the matter described in Material Uncertainty Related to Going
Concern section, we have determined that there are no other key audit matters
to communicate in our report.
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 HK$50,000 (2024: HK$34,000) HK$17,000 (2024: HK$18,500)
Basis for determining overall materiality We determined materiality based on 1.5% of the revenue (2024: 1% revenue). The Group is incurring losses and therefore its focus is towards increasing the revenue to We determined materiality based on 1% of the expenses (2024: 1% total expenses). 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.
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.
Performance materiality HK$25,000 (2024: HK$17,000) We set the performance materiality based on 50% (2024:50%) of overall materiality. HK$8,500 (2024: HK$9,250) We set the performance materiality based on 50% (2024:50%) of overall materiality.
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Error reporting threshold We agreed to report any corrected or uncorrected adjustments exceeding HK$2,500 (2024: HK$ 1,700) to the Board of directors as well as differences below this threshold We agreed to report any corrected or uncorrected adjustments exceeding HK$850 (2024: HK$925) to the Board of directors as well as differences below this threshold that in our view warranted reporting on qualitative grounds.
that in our view warranted reporting on qualitative grounds.
INDEPENDENT AUDITOR’S REPORT
to the Members of Grand Vision Media Holdings Plc
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, Director’s Report and Director’s Remuneration
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 13, 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.
INDEPENDENT AUDITOR’S REPORT
to the Members of Grand Vision Media Holdings Plc
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: *
Identifying, evaluating, and complying with the laws and regulations and
whether they were aware of any instances of non-compliance;
* Detecting and responding on the risks of fraud and whether they
had any knowledge of actual or suspected fraud; and
* 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.
INDEPENDENT AUDITOR’S REPORT
to the Members of Grand Vision Media Holdings Plc
• 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.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission, or misrepresentation.
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 re-appointed by the Group on 22 January 2026 to audit the financial
statements of the Group for the year-ended 31 December 2025 and subsequent
financial periods. Our total uninterrupted period of engagement is 2 years
covering the financial years ended on 31 December 2024 and 31 December 2025.
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 FMAAT (Senior Statutory Auditor)
for and on behalf of Johnsons, Chartered Accountants, Statutory Auditor
London, United Kingdom
Date:
Statements of Comprehensive Income for the year ended 31 December 2025
Group Group Company Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Note HK$’000 HK$’000 HK$’000 HK$’000
Revenue 4 3,773 3,431 - -
Cost of sales (2,991) (2,653) - -
Gross profit 782 778 - -
Other income 4 - 7 - -
782 785 - -
Administrative expenses 6 (5,681) (6,294) (2,091) (1,864)
Impairment loss on trade receivables - (1,123) - -
Recovery of Impairment loss on the intercompany current account - - - 38
Loss from operations (4,899) (6,632) (2,091) (1,826)
Finance costs 5 - (6) - -
Loss before tax (4,899) (6,638) (2,091) (1,826)
Income tax expense 7 - - - -
Loss for the year (4,899) (6,638) (2,091) (1,826)
Other comprehensive income
Exchange difference arising on translation of functional currency to presentation currency (932) 293 (932) 293
Exchange differences arising on translation of foreign operations (208) 144 - -
Total comprehensive loss for the year (6,039) (6,201) (3,023) (1,533)
Loss attributable to
Equity holders of parent company (4,833) (6,226) (2,091) (1,826)
Non-controlling interests (66) (412) - -
(4,899) (6,638) (2,091) (1,826)
Total comprehensive loss attributable to:
Equity holders of the parent company (5,973) (5,789) (3,023) (1,533)
Non-controlling interests (66) (412) - -
(6,039) (6,201) (3,023) (1,533)
Loss per shares - Basic and diluted HK$ 8 (0.05) (0.06) (0.02) (0.02)
Statements of financial position as at 31 December 2025
Group Group Company Company
As at As at As at As at
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Notes HK$’000 HK$’000 HK$’000 HK$’000
Assets
Non-current assets
Property, plant and equipment 9 5 11 - -
Investment in Subsidiaries 10 - - - -
Total non-current assets 5 11 - -
Current assets
Trade receivables 11 303 213 - -
Deposits and prepayments 11 179 192 66 71
Amount due from subsidiaries 12 - - - -
Cash and cash equivalents 13 183 11 3 4
Total current assets 665 416 69 75
Total assets 670 427 69 75
Equity and liabilities
Equity
Share capital 17 14,064 14,064 96,017 96,017
Share premium 47,020 47,020 44,106 44,106
Group Re-organization Reserve (12,460) (12,460) - -
Capital Contribution arising from Shareholder’s Loan 844 844 - -
Other Reserves 1,335 1,335 1,335 1,335
Exchange Reserves (1,310) (170) 119 1,051
Accumulated deficit (106,114) (101,281) (155,985) (153,894)
Equity attributable to owners of the parent (56,621) (50,648) (14,408) (11,385)
Non-controlling interests (1,071) (1,005) - -
Total equity (57,692) (51,653) (14,408) (11,385)
Liabilities
Non-current liabilities
Convertible loans 15 - 5,232 - 5,232
Shareholders’ loans 16 1,025 953 1,025 953
Total non-current liabilities 1,025 6,185 1,025 6,185
Statements of financial position as at 31 December 2025 (Continued)
Group Group Company Company
As at As at As at As at
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Notes HK$’000 HK$’000 HK$’000 HK$’000
Current liabilities
Convertible loans 15 5,615 - 5,615 -
Trade and other payables 14 12,571 10,910 1,678 1,240
Amount due to a director 17,764 13,525 6,159 4,035
Deposits received - 73 - -
Shareholder loan 16 21,387 21,387 - -
Total current liabilities 57,337 45,895 13,452 5,275
Total liabilities 58,362 52,081 14,477 11,460
Total equity and liabilities 670 427 69 75
Approved by the Board and authorised for issue on 30 April 2026
Jonathan Lo
Director
Statements of Changes in Equity (Company)
Share capital Share premium Other reserves Exchange reserves Accumulated deficit Total equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Balance at 31 December 2023 96,017 44,106 1,335 758 (152,068) (9,852)
Loss for the year - - - - (1,826) (1,826)
Other comprehensive loss - - - 293 - 293
Total comprehensive Loss - - - 293 (1,826) (1,533)
Balance at 31 December 2024 96,017 44,106 1,335 1,051 (153,894) (11,385)
Change in equity for 2025
Loss for the year - - - - (2,091) (2,091)
Other comprehensive income - (932) - (932)
Total comprehensive income/(loss) - - - (932) (2,091) (3,023)
Balance at 31 December 2025 96,017 44,106 1,335 119 (155,985) (14,408)
Statements of Changes in Equity (Group)
Share capital Share premium Reverse Acquisition reserve Other reserve Exchange reserve Capital contribution reserves Accumulated deficit Total Non-controlling 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 2023 14,064 47,020 (12,460) 1,335 (607) 844 (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 - - - - 144 - - 144 144
Exchange difference arising on translation of functional currency to presentation currency - - - - 293 - - 293 - 293
Non-Controlling Interest - - - -- - - - - (412) (412)
Total comprehensive income/(loss) - - - - 437 - (6,226) (5,789) (412) (6,201)
Balance at 31 December 2024 14,064 47,020 (12,460) 1,335 (170) 844 (101,281) (50,648) (1,005) (51,653)
Loss for the period - - - - - - (4,833) (4,833) - (4,833)
Exchange differences arising on translation of foreign operations - - - - (208) - - (208) - (208)
Exchange difference arising on translation of functional currency to presentation currency - - - - (932) - - (932) - (932)
Non-Controlling Interest - - - - - - - - (66) (66)
Total comprehensive loss - - - - (1,140) - (4,833) (5,973) (66) (6,039)
Balance at 31 December 2025 14,064 47,020 (12,460) 1,335 (1,310) 844 (106,114) (56,621) (1,071) (57,692)
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.
Statements of Cash flows for the year ended 31 December 2025
Group Group Company Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
HK$’000 HK$’000 HK$’000 HK$’000
Operating activities
Loss before taxation (4,899) (6,638) (2,091) (1,826)
Adjustments for:
Depreciation and amortisation 6 536 - -
Finance costs - 6 - -
Impairment of receivables - 1,123 - -
Cashflows before changes in working capital (4,893) (4,973) (2,091) (1,826)
(Increase)/ Decrease in trade and other receivables (90) 63 - -
Decrease/(increase) in deposits and prepayments 13 43 5 (14)
Increase/(Decrease) in trade and other payables 1,661 (3,858) 438 (2,365)
(Decrease)/Increase in deposit received (73) 72 - -
Cash used in operating activities (3,382) (8,653) (1,648) (4,205)
Financing activities
Increase in an amount due to director 4,239 8,599 2,124 -
Proceeds from shareholders’ loans - - - 4,035
Principal & Interest portion of lease payment - (539) - -
Net cash generated from Financing activities 4,239 8,060 2,124 4,035
Net increase/(decrease) in cash and cash equivalents 857 (593) 476 (170)
Cash and cash equivalents at 1 January 11 291 4 5
Effect of foreign exchange rate changes (685) 313 (477) 169
Cash and cash equivalents at 31 December 183 11 3 4
Represented by:
Bank balance and cash 183 11 3 4
Notes to the financial statements
1. Reporting entities
The Company is a UK incorporated entity with a registered number of 10028625.
GVMH's head office is in Honk Kong from where it is managed. These
consolidated financial statements comprise GVMH and its subsidiaries. GVMH and
its subsidiaries are primarily involved in social media marketing.
1. Accounting policies
2.1. Statement of
compliance
The consolidated financial statements have been prepared in accordance with UK
adopted International Accounting Standards.
2.2. Basis of
preparation of the financial statements
The consolidated financial statements consolidate those of the Company and its
subsidiaries (together the “Group”). The consolidated financial statements
of the Group and the standalone financial statements of the Company are
prepared in accordance with applicable 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 the UK
adopted IAS.
Consolidation
The consolidated financial statements include the financial statements of the
Company and its subsidiaries. All of the subsidiaries have the same reporting
date of 31 December each year.
Changes in accounting policies
The accounting policies adopted in the preparation of these consolidated
financial statements are consistent with those followed in the preparation of
the consolidated financial statements for the year ended 31 December 2024,
except for the adoption of the new standards and policies applicable for the
year ended 31 December 2025. The significant accounting policies adopted
during the year are set out below. They have been assessed as having minimal
or no financial impact.
2.3. New standards,
interpretations and amendments effective in the current financial year have
not had a material impact on the consolidated Group financial statements.
The following amendments are effective for the period beginning 1 January
2025:
* Lack of Exchangeability (Amendment to IAS 21)
* Amendments to the SASB standards
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:
* Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 and IFRS7) - Effective 1 January 2026
* Annual Improvements to IFRS Accounting Standards (Volume 11) -
Effective 1 January 2026
* Amendments to IFRS 9 and IFRS 7 regarding power purchase
arrangements – 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 are to early adopt.
2.4. Going concern
The Group incurred a loss of HKD4,899k for the year ended 31 December 2025
(2024: loss of HKD6,638k) and was in a net liability position of HKD57,692k as
at that date (2024: HKD51,653k). 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
available cash reserves and shareholders’ loans. In assessing going concern,
the Directors have taken into account the written confirmations of support,
reviewed internal budgets, cash flow forecasts and are satisfied that there is
a reasonable expectation that the Group and the Parent Company have adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, the financial statements have been prepared on a going concern
basis.
The financial statements do not include any adjustments that would be required
if the Group and the Parent Company were unable to continue as a going
concern.
2.5. Subsidiaries and
non-controlling interests and 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 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 those of the legal subsidiary only.
2.6. Property, plant
and equipment
The property, plant and equipment are stated at cost less accumulated
depreciation and impairment losses. Gains or losses arising from the
retirement or disposal of an item of property, plant and equipment are
determined as the difference between the net disposal proceeds and the
carrying amount of the item and are recognised in profit or loss on the date
of retirement or disposal.
Depreciation is calculated to write off the cost of items of property, plant
and equipment, less their estimated residual value, if any, using the
straight-line method over their estimated useful lives as follows:
Display panels and CMS 30% - 33.33%
Computer equipment 30% - 33.33%
Furniture’s and fixtures 30% - 33.33%
Leasehold improvements 30% - 50%
Both the useful life of an asset and its residual value, if any,
are reviewed annually.
The carrying value of the property, plant and equipment is compared to the
higher of value in use and the fair value less costs to sell. If the carrying
value exceeds the higher of the value in use and fair value less the costs to
sell the asset, then the asset is impaired and its value reduced by
recognising an impairment provision.
2.7. Impairment of
non-financial assets, other than inventories
At the end of each reporting period, property, plant and equipment and
investments in a subsidiary are reviewed to determine whether there is any
indication that those assets have suffered an impairment loss. If there is an
indication of possible impairment, the recoverable amount of any affected
asset (or 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 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 impairment loss is recognised immediately in
profit or loss.
2.8. Trade and other
receivables
The Group classifies all its financial assets as trade and other receivables.
The classification depends on the purpose for which the financial assets were
acquired.
Trade receivables and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as loans and
receivables financial assets. Loans and receivables financial assets are
measured at amortised cost using the effective interest method, less any
impairment loss.
The Group’s loans and receivables financial assets comprise other
receivables (excluding prepayments) and cash and cash equivalents included in
the Statement of Financial Position.
2.9. Cash and cash
equivalents
Cash and cash equivalents comprise cash and bank balance. Bank overdrafts that
are repayable on demand and form an integral part of GVMH PLC’s cash
management are also included as a component of cash and cash equivalents for
the purpose of the consolidated cash flow statement.
2.10.
Trade and other payables
Trade and other payables are initially recognised at fair value. They are
subsequently measured at amortised cost using the effective interest method
unless the effect of discounting would be immaterial, in which case they are
stated at cost.
2.11.
Shareholders loan
Shareholders loans are initially recognised at fair value. They are
subsequently measured at amortised cost using the effective interest method.
The difference between the fair value and the carrying amortised cost (i.e.
the effective interest portion) is first recognized in equity as capital
contribution reserve.
2.12.
Employee benefits
Short-term benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary
benefits are accrued in the period in which the associated services are
rendered by employees of the Group.
2.13.
Taxation
(i) Current tax
The tax currently payable is based on taxable profit for the period. Taxable
profit differs from ‘profit before tax’ as reported in the statement of
profit or loss because of items of income or expense that are taxable or
deductible in other periods and items that are never taxable or deductible.
Grand Vision Media Holding Plc’s current tax is calculated using rates that
have been enacted during the reporting period.
(ii) Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the statement of financial position differs from
its tax base, except for differences arising on:
• the initial recognition of goodwill;
• the initial recognition of an asset or
liability in a transaction which is not a business combination and at the time
of the transaction affects neither accounting or taxable profit; and
• investments in subsidiaries where the
Group is able to control the timing of the reversal of the difference and it
is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantially enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities or assets are settled or
recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities.
2.14.
Provision and contingent liabilities
Provisions are recognised for other liabilities of uncertain timing or amount
when the Group or the Company has a legal or constructive obligation arising
as a result of a past event, it is probable that an outflow of economic
benefits will be required to settle the obligation and a reliable estimate can
be made. Where the time value of money is material, provisions are stated at
the present value of the expenditure expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be
required, or the amount cannot be estimated reliably, the obligation is
disclosed as a contingent liability, unless the probability of outflow of
economic benefits is remote. Possible obligations, whose existence will only
be confirmed by the occurrence or non-occurrence of one or more future events
are also disclosed as contingent liabilities unless the probability of outflow
of economic benefits is remote.
2.15.
Revenue recognition
The company recognise revenue from contracts with customers when (or as) the
company satisfies a performance obligation by transferring a promised good or
service (i.e., an asset) to a customer. An asset is transferred when (or as)
the customer obtains control of that asset. When (or as) a performance
obligation is satisfied, the company recognises as revenue the amount of the
transaction price (which includes estimates of variable consideration that are
constrained in accordance with IFRS 15) that is allocated to that performance
obligation. Further details of the company’s revenue and other income
recognition policies are as follows:
(i) Service income is recognised as
income on a straight-line based over the term, unless another systematic basis
is more representative of the time pattern of the user’s benefit.
(ii) Barter revenue is recognised
only when the goods or services being exchanged are of a dissimilar nature.
Barter revenue is measured at the fair value of goods or services rendered,
adjusted by the amount of cash or cash equivalents received or paid. If the
fair value of the goods or services rendered cannot be reliably measured, the
revenue is measured at the fair value of the goods or services received, again
adjusted by the amount of cash or cash equivalents received
(iii) Interest income is recognised
on a time-proportion basis using the effective interest method. When a loan
and receivable is impaired, the group reduces the carrying amount to its
recoverable amount, being the estimated future cash flow discounted at the
original effective interest rate of the instrument, and continues unwinding
the discount as interest income. Interest income on impaired loan and
receivables is recognised using the original effective interest rate.
2.16.
Translation of foreign currencies
Foreign currency transactions during the year are translated at the foreign
exchange rates ruling at the transaction dates. Monetary assets and
liabilities denominated in foreign currencies are translated at the foreign
exchange rates ruling at the end of the reporting period. Exchange gains and
losses are recognised in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the foreign exchange rates
ruling at the transaction dates.
Non-monetary assets and liabilities denominated in foreign currencies that are
stated at fair value are translated using the foreign exchange rates ruling at
the dates the fair value was measured.
The results of foreign operations are translated into 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 : 10.46
RMB/HKD : 1.11
The functional currency of the Group is Hong Kong Dollars (HKD), its
subsidiaries are also in HKD. The functional currency of the Company is
British Pound (GBP).
The presentational currency of the Group and the Company is HKD because a
significant amount of its transactions is in HKD.
Transactions entered by the Group’s entities in a currency other than the
functional currency are recorded at the rates ruling when the transaction
occur. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the statement of financial position date. Exchange differences
arising on the re-translation of outstanding monetary assets and liabilities
are also recognised in the income statement.
2.17.
Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
Financial Assets
a) Classification
The Group classifies its financial assets in the following measurement
categories:
• those to be measured subsequently at fair value
(either through OCI or through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the Group’s business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in
profit or loss or in OCI. For investments in equity instruments that are not
held for trading, this will depend on whether the Group has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
The Group classifies financial assets as at amortised costs only if both of
the following criteria are met:
• the asset is held within a business model whose
objective is to collect contractual cash flows; and
• the contractual terms give rise to cash flows that
are solely payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are de-recognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Group applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
Financial liabilities
A financial liability is recognised when the Group becomes a party to
contractual promises of a financial instrument. Financial liabilities are
initially measured at their fair value, adjusted for transaction costs (where
applicable). In subsequent periods, financial liabilities are recognised at
amortised cost using the effective interest method.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires. When an existing financial liability is
replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in the statement of profit or loss
and other comprehensive income.
The Group classifies its financial liabilities as trade payables and other
short-term monetary liabilities, which are initially recognised at fair value
and subsequently carried at amortised cost using the effective interest
method.
Convertible loan note
Convertible loan notes are accounted for as compound financial instruments,
comprising a liability component and an equity component. On initial
recognition, the fair value of the liability component is determined using a
market rate of interest for a similar debt instrument without a conversion
feature. The difference between the gross proceeds of the issue and the fair
value of the liability component is recognized in equity as the equity
component of the convertible instrument, net of transaction costs. Subsequent
to initial recognition, the liability component is measured at amortized cost
using the effective interest method. The equity component is not remeasured
after initial recognition. Interest expense is recognized in profit or loss on
the liability component using the effective interest rate method.
2.18.
Segmental analysis
In the opinion of the directors, the group has one class of business being
social media advertising. The groups primary reporting format is determined by
geographical segment. There is currently only one geographical reporting
segment which is Hong Kong.
2.19.
Leases
Definition of a lease
A contract is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for
consideration.
For contracts entered into or modified or arising from business combinations
on or after the date of initial application, the Group assesses whether a
contract is or contains a lease based on the definition under IFRS 16 at
inception, modification date or acquisition date, as appropriate. Such
contract will not be reassessed unless the terms and conditions of the
contract are subsequently changed.
The Group as a lessee
Allocation of consideration to components of a contract.
For a contract that contains a lease component and one or more additional
lease or non-lease components, the Group allocates the consideration in the
contract to each lease component on the basis of the relative stand-alone
price of the lease component and the aggregate stand-alone price of the
non-lease components and the aggregate stand-alone price of non-lease
components.
Non-lease components are separated from lease component on the basis of their
relative stand-alone prices.
As a practical expedient, leases with similar characteristics are accounted on
a portfolio basis when the Group reasonably expects that the effects on the
consolidated financial statements would not differ materially from individual
leases within the portfolio.
Short-term leases
The Group applies the short-term lease recognition exemption to leases that
have a lease term of 12 months or less from the commencement date and do not
contain a purchase option. Lease payments on short-term leases are recognised
as expense on a straight-line basis or another systematic basis over the lease
term.
Right-of-use assets
The cost of right-of-use asset includes:
the amount of the initial
measurement of the lease liability;
any lease payments made at or
before the commencement date, less any lease incentives received;
any initial direct costs
incurred by the Group; and
an estimate of costs to be
incurred by the Group in dismantling and removing the underlying assets,
restoring the site on which it is located or restoring the underlying asset to
the condition required by the terms and conditions of the lease.
Right-of-use assets are measured at cost, less any accumulated depreciation
and impairment losses, and adjusted for any remeasurement of lease
liabilities.
Right-of-use assets in which the Group is reasonably certain to obtain
ownership of the underlying leased assets at the end of the lease term are
depreciated from commencement date to the end of the useful life. Otherwise,
right-of-use assets are depreciated on a straight-line basis over the shorter
of its estimated useful life and the lease term.
The Group presents right-of-use assets as a separate line item on the
consolidated statement of financial position.
Refundable rental deposits
Refundable rental deposits paid are accounted under IFRS 9 and initially
measured at fair value. Adjustments to fair value at initial recognition are
considered as additional lease payments and included in the cost of
right-of-use assets.
Lease liabilities
When recognising the lease liabilities for leases previously classified as
operating leases, the Group has applied incremental borrowing rates of the
relevant group entities at the date of initial application. The incremental
borrowing rates applied by the relevant group entities.
The lease payments include:
fixed payments (including
in-substance fixed payments) less any lease incentives receivable;
variable lease payments that
depend on an index or a rate, initially measured using the index or rate as at
the commencement date;
amounts expected to be payable
by the Group under residual value guarantees; • the exercise price of a
purchase option if the Group is reasonably certain to exercise the option; and
payments of penalties for
terminating a lease, if the lease term reflects the Group exercising an option
to terminate the lease.
The Group presents lease liabilities as a separate line item on the
consolidated statement of financial position.
1. Summary of Critical Accounting Estimates and
judgements
The preparation of financial information in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires the Directors
to exercise their judgement in the process of applying the accounting policies
which are detailed above. These judgements are continually evaluated by the
Directors and management and are based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances.
The key estimates and underlying assumptions concerning the future and other
key sources of estimation uncertainty at the statement of financial position
date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial period
are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
The estimates and judgements which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities, as well
as the recognition of revenue, within the next financial year are discussed
below:
• Provision for impairment on trade receivables
The Group determines the provision for impairment on trade receivables. This
estimate is based on the credit history of the customers and the current
market condition. Management reassesses the adequacy of provision on a regular
basis by reviewing the individual account based on past credit history and any
prior knowledge of debtor insolvency or other credit risk which might not be
easily accessible public information and market volatility might bear a
significant impact which might not be easily ascertained.
1. Revenue and other income
Details of GVMH PLC and its subsidiaries’ revenue and other income is as
follows:
Group 2025 Group 2024 Company 2025 Company 2024
HK$’000 HK$’000 HK$’000 HK$’000
Revenue
Digital marketing income 3,773 3,431 - -
Other - - - -
3,773 3,431 - -
Other income
Sundry income - 7 - -
- 7 - -
All revenue is earned outside the UK.
1. Finance costs
Group 2025 Group 2024 Company 2025 Company 2024
HK$’000 HK$’000 HK$’000 HK$’000
Finance costs
Interest expense on lease liabilities - 6 - -
- 6 - -
1. Administrative expenses
Group 2025 Group 2024 Company 2025 Company 2024
HK$’000 HK$’000 HK$’000 HK$’000
Audit fees 1,109 843 984 719
Depreciation and amortisation 6 536 - -
Legal and professional fee 622 546 459 519
Office rental 644 94 - -
Overseas travelling 70 71 - -
Other 764 896 34 27
Director’s fees and emoluments - 1,202 614 599
Wages and Salaries 2,466 2,106 - -
5,681 6,294 2,091 1,864
Employee numbers No. No. No. No.
Management 3 3 2 2
Operations 6 8 - -
9 11 2 2
Directors are considered the key management personnel
1. 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 (2024: 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 2025 Group 2024 Company 2025 Company 2024
HK$’000 HK$’000 HK$’000 HK$’000
Loss before tax (4,899) (6,638) (2,091) (1,826)
Notional tax on loss before taxation, calculated at the rates applicable to loss in the countries concerned (940) (1,141) (397) (347)
Tax effect on unrecognised tax loss 940 1,141 397 347
Actual tax expenses - - - -
GVMH PLC and its subsidiaries has not recognised deferred tax assets of
HK$4,427,763 (2024: HK$4,201,127) in respect of accelerated depreciation over
capital allowances. No deferred tax asset has been recognised on the
accumulated tax losses of HK$26,834,925 (2024:HK$25,461,373) as the
availability of future taxable profits against which the assets can be
utilised is uncertain at 31 December 2025.
The Group of tax losses arising in Hong Kong that are available indefinitely
for offsetting against future taxable profits of the companies in which the
losses arose. The tax losses arising in the PRC that will expire in one to
five years for offsetting against future taxable.
1. Loss per share
The calculation of basic and diluted loss per share is based on the Group’s
loss attributable to shareholders of Company, details are as follows:
Group 2025 Group 2024 Company 2025 Company 2024
HK$’000 HK$’000 HK$’000 HK$’000
Loss attributable to equity holder of parent company (4,833) (6,226) (2,091) (1,826)
Weighted average number of shares 96,287,079 96,287,079 96,287,079 96,287,079
Basic and diluted loss per share HK$ (0.05) (0.06) (0.02) (0.02)
There were no potential dilutive ordinary shares in existence during the year
ended 31 December 2025 or the years ended 31 December 2024, and hence diluted
earnings per share is the same as the basic earnings per share.
1. Property, plant and equipment
Displays panels and CMS Computer equipment Furniture, fixtures & equipment Leasehold improvement Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Cost
At 31 December 2023 16,467 330 343 252 17,392
Additions during the year 2024 - - - - -
At 31 December 2024 16,467 330 343 252 17,392
Additions during the year 2025 - - - - -
At 31 December 2025 16,467 330 343 252 17,392
Accumulated depreciation
At 31 December 2023 16,467 310 343 252 17,372
Charge for the year 2024 - 9 - - 9
At 31 December 2024 16,467 319 343 252 17,381
Charge for the year 2025 - 6 - - 6
At 31 December 2025 16,467 325 343 252 17,387
Net carrying amount
At 31 December 2025 - 5 - - 5
At 31 December 2024 - 11 - - 11
Investments in Subsidiaries
The Company invested an amount of HK$114,572k in GVC Holdings Limited and this
investment was impaired fully in earlier years. GVC Holdings Limited is an
intermediary investment holding company with subsidiaries in Hong Kong and
China. For list of all Group’s direct and indirect subsidairies, refer note
26.
1. Trade and other receivables
Group 2025 Group 2024 Company 2025 Company 2024
HK$’000 HK$’000 HK$’000 HK$’000
Deposits and prepayments 179 192 66 71
Trade receivables 303 213 - -
482 405 66 71
1. Amount due from subsidiaries
Company 2025 2024
HK$’000 HK$’000
At 31 December 15,298 15,298
─────── ───────
Impairment
At 1 January (15,298) (15,677)
Loans recovery from subsidiaries - 38
Exchange Rate Difference - 341
─────── ───────
At 31 December (15,298) (15,298)
─────── ───────
Net Carrying Amount - -
─────── ───────
1. Cash and cash equivalents
Group 2025 Group 2024 Company 2025 Company 2024
Cash and cash equivalents HK$’000 HK$’000 HK$’000 HK$’000
Cash at bank and in hand 183 11 3 4
183 11 3 4
1. Trade and other payables
Group 2025 Group 2024 Company 2025 Company 2024
HK$’000 HK$’000 HK$’000 HK$’000
Trade payables 4,920 4,397 - -
Accruals 4,487 5,060 1,678 1,240
Other payables 3,164 1,453 - -
Total trade and other payables 12,571 10,910 1,678 1,240
Other payable relates to the amounts payable to the directors and
employees of the Group’s subsidiaries.
1. Convertible loan
On 19 July 2019, the company issued £673k of convertible loan notes, which
are redeemable on 1 July 2021 or convertible into shares at 15p per share at
any time before this date.
The holders of the loan notes have agreed to defer repayment of the loan until
the Group has the funds available for repayment and renegotiate the repayment
date.
Subsequent measurement at
2025 2024
Original term of loan in years 2 2
Annual interest rate for equivalent non-convertible 12% 12%
Convertible loan note amount £673,104 £673,104
Liability value of the compound financial instruments £536,594 £536,594
Present value of principal at HKD HKD5,615,338 HKD5,231,503
As at 31 December 2025, the convertible loan notes are repayable on demand and
accordingly reclassified to current liabilities. No interest is payable on
these convertible loans (2024: nil).
1. Shareholders’ loans
Group 2025 Group 2024 Company 2025 Company 2024
Non-current HK$’000 HK$’000 HK$’000 HK$’000
Shareholder's loan at amortised cost 1,025 953 1,025 953
Current
Shareholder's loan at amortised cost 21,387 21,387 - -
The shareholders' loan is unsecured, interest-free and repayable on demand;
hence directors have considered fair value of loan equals to face value.
1. Share Capital
(a) Issued share capital
Allotted, called up and fully paid ordinary shares of £10p each Number of shares Share Capital Share Capital Share Premium Share Premium
£ HK$ £ HK$
Balance at 31 December 2025 and 31 December 2024 96,287,079 9,628,708 96,017,186 4,422,954 44,105,565
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$1 par
value) and issued and paid-up share capital of US$ 13,620 (13,620 shares at
US$1 par value). Any amount received in excess of par value is considered as
the share premium in the consolidated statement of financial position.
(b) Capital management
The Group objective when managing capital are to safeguard the Group’s
ability to continue as a going concern, so that it can continue to provide
returns for shareholders and benefit for other stakeholders, and to provide an
adequate return to shareholders.
The Group manages the capital structure and makes adjustments to it in the
light of changes in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure, the
Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares, or sell assets to reduce debt. No changes
were made in the objectives, policies and processes during the year of 2025
and 2024.
The Group monitors’ capital using a gearing ratio, which are calculated by
dividing consolidated debts by consolidated total shareholder's equity plus
consolidated deb t. The gearing ratio is currently high, indicating
that the Group is highly leveraged. To maintain financial stability, the
management of the Group will aim to manage the gearing ratio at a more
reasonable level.
1. Financial instruments
The Group has classified its financial assets and financial liabilities in the
following categories:
Group 2025 Group 2024 Company 2025 Company 2024
Financial Assets HK$’000 HK$’000 HK$’000 HK$’000
Trade receivables 303 213 - -
Cash and cash equivalents 183 11 3 4
Total 486 224 3 4
Group 2025 Group 2024 Company 2025 Company 2024
Financial liabilities at amortised cost HK$’000 HK$’000 HK$’000 HK$’000
Trade and other payables 12,571 10,910 1,678 1,240
Shareholders' loan 22,412 22,340 1,025 953
Convertible loans 5,615 5,232 5,615 5,232
Amount due to a director 17,764 13,525 6,159 4,035
Financial liabilities at amortised cost 58,362 52,007 14,477 11,460
The Group is exposed to credit risk, liquidity risk and market risk arising in
the normal course of its business and financial instruments. The Group and the
Company’s risk management objectives, policies and processes mainly focus on
minimising the potential adverse effects of these risks on its financial
performance and position by closely monitoring the individual exposure.
(a) Credit risk
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 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 2025, GVMH PLC and its subsidiaries has no concentration of
risk and the maximum exposure to credit risk is represented by the carrying
amount of each financial asset. Management has concluded that all the trade
debtors is recoverable and no provision is made as of year-end.
(b) 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.
The Group Within 12 months Later than 1 year but not 5 years Carrying amount
As at 31 December 2025
Trade and other payables 12,571 - 12,571
Shareholders' loan – current 21,387 - 21,387
Convertible loans 5,615 - 5,615
Shareholders’ loan – non-current - 1,025 1,025
Amount due to Director 17,764 - 17,764
57,337 1,025 58,362
As at 31 December 2024
Trade and other payables 10,910 - 14,039
Shareholders' loan – current 21,387 - 21,387
Convertible loans - 5,232 5,232
Shareholders’ loan – non-current - 953 953
Amount due to Director 13,525 - 13,525
45,822 6,185 52,007
The Company
As at 31 December 2025
Trade and other payables 1,678 - 1,678
Convertible loans 5,615 - 5,615
Shareholders' loan – non-current - 1,025 1,025
Amount due to Director 6,159 - 6,159
13,452 1,025 14,477
As at 31 December 2024
Trade and other payables 1,240 - 1,240
Convertible loans - 5,232 5,232
Shareholders' loan – non-current - 953 953
Amount due to Director 4,035 - 4,035
5,275 6,185 11,460
(c) Interest rate risk
The Group has no exposure on fair value interest rate risk. It also has
exposure on cash flow interest rate risk which is mainly arising from its
deposits with banks.
No material exposure on fair value interest rate risk is expected. Even that,
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 exposure to
an individual customer or transaction that exceeds the limit.
1. Contingent liabilities
At 31 December 2025, GVMH PLC and its subsidiaries did not have any contingent
liabilities.
1. Material related party transactions
Key management personnel compensation
Key management are considered to be the directors of the Company. Details of
their remuneration and equity holdings are disclosed in the page 19 and page
12 of the Directors Report.
Transactions with subsidiarie s
Transactions between the Group and its subsidiaries, which are related
parties, have been eliminated on consolidation. The balance due from
subsidiaries at the year-end was nil due to fully impaired (2024: HK$Nil).
Transactions with director and shareholder
No interest recognised by the Group and the Company on outstanding balances
during the year (2024: 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$15,144k (2024: HK$11,239k). The
increase in payables reflects unpaid salary accrued at the year end and
additional funding received during the year.
- The balance due to a director,
Mr. Ajay Rajpal at the year end is HK$2,620k (2024: HK$2,117k). The increase
is due to unpaid fees for the year as of year-end.
- The balance due to
shareholder, Mr. Stephen Nai Wai Lo, at the year end is HK$17,362k (2024:
HK$17,290k). Mr. Stephen Nai Wai Lo is parent of Mr. Jonathan Yat Pang Lo. The
movement is due to changes in the exchange rate.
- The gross balance due to Win
Network International Limited including convertible loan at the year end is
HK$5,552k (2024: HK$5,217k). The ultimate shareholder of Win Network Limited
is Mr. Stephen Nai Wai Lo. The movement is due to changes
in the exchange rate.
- The gross balance due to
shareholder, Pentawood Limited including convertible loan at the year end is
HK$5,305k (2024: HK$5,231k). The movement is due to changes in the exchange
rate.
Transactions of convertible loans
No interest recognised by the Company during the year (2024: HK$Nil). The
balance due under convertible loans at the year-end was HK$5,615k (2024:
HK$5,232k) 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$4,752k (2024: HK$4,417k) and HK$1,056k (2024: HK$981k) respectively.
1. Event after reporting period
At 31 December 2025, 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. The financial support from shareholder and
director, Mr. Jonathan Yat Pang Lo has been arranged in order to fund any
emergency liquidity requirements.
1. List of subsidiaries
As at 31 December 2025 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
Name of GVMH PLC Place of incorporation/ operation Particulars of issued and paid-up capital The Group’s effective interest Held by the Company Held by the subsidiary Principal activities
GVC Holdings Ltd BVI/Hong Kong US$10,862 100% 100% - Investment holdings
Founding Technology (Int'l) Ltd Hong Kong HK$10,000 70.0% - 70% Dormant
Grand Vision Media Limited Hong Kong HK$1,000,000 100% - 100% Advertising
Grand Vision Media Network Limited Hong Kong HK$7,824,268 100.0% - 100% 3D panel advertising
Ying Interactive Marketing Services Ltd Hong Kong HK$4,900,000 55.0% 55% - Social Media Marketing
Shanghai Hongshi Culture Media Co., Ltd PRC RBM5,874,000 100.0% - 100% 3D panel advertising
1. Control
At 31 December 2025, there is no one controlling party.
These will shortly be available (along with the Company's 2025 Annual Report)
to download on the Company's website at
https://www.gvmh.co.uk/tag/financial-information/
.
For more information contact:
Grand Vision Media Holdings plc Jonathan Lo, Director http://gvmh.co.uk/ Tel: +44 (0) 20 7866 2145
or info@gvmh.co.uk
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