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.

2. 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.

 

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. Market Risk

The group’s investments is in its subsidiary, GVC Holdings Ltd. The shares are not readily tradable.

12. 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 achieve breakeven. The group is in growth stage; therefore, revenue provides a clearer picture of the group’s ability to generate revenue and grow its market presence. Furthermore, Investors in growth stage companies often focus on revenue as an indicator of potential profitability in the future. Hence, we believe that revenue is the most appropriate benchmark for assessing the group materiality.	We determined materiality based on 1% of the expenses (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.
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.
	Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of the uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.   In determining performance materiality, we considered several factors including our understanding of the control environment of the Group and the Company.
Error reporting threshold	We agreed to report any corrected or uncorrected adjustments exceeding HK$2,500 (2024: HK$ 1,700) to the Board of directors as well as differences below this threshold that in our view warranted reporting on qualitative grounds.	We agreed to report any corrected or uncorrected adjustments exceeding HK$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.

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.

 

2. 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.

 

3. 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.

4. 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.

 

5. 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		-		-
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

 

7. 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.

 

8. 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.

9. 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.

10. 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

 

11. 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		-	-
		───────	───────

 

12. 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

 

13. 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.

 

14. 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).

15. 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.

 

16. 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.

17. 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.

18. Contingent liabilities

At 31 December 2025, GVMH PLC and its subsidiaries did not have any contingent liabilities.

19. 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.

20. 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.

21. 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

 

22. 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 [email protected]