Grand Vision Media Holdings Plc – Annual Financial Report

PR Newswire

LONDON, United Kingdom, April 30

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:

i. Development Risk

The Group’s development will be, in part, dependent on the ability of the
Directors to continue to expand the current business and identify suitable
investment opportunities and to implement the Group’s strategy. There is no
assurance that the Group will be successful in the expansion of the business,
which is dependent on raising sufficient capital.

ii. Sector Risk

As the Group operates in the media sector, it is more susceptible to economic
downturns and times of uncertainty, as companies will cut marketing budgets
before other expenses. Changing technologies and customer requirements means
that the Group needs to be innovative with its media offerings, and adapt to
market conditions rapidly.

iii. Political and Regulatory Risk

The Group is subject to amendments to laws imposed by China and by other
jurisdictions where the Group does business, including laws that govern the
time, place and manner of advertising, that may impair or even prevent the Group
from conducting its business.

Furthermore, prior to distributing advertisements for certain commodities,
advertising distributors and advertisers are obligated to ensure compliance to
relevant regulations. Violation of these regulations may result in penalties,
including fines, confiscation of advertising income, orders to cease
dissemination of the advertisements.

In circumstances involving serious violations, the SAIC or its local branches
may revoke violators’ licenses or permits for advertising business operations.
In addition, advertisers, advertising operators or advertising distributors may
be subject to civil liability if they infringe on the legal rights and interests
of third parties in the course of their advertising business. The Group has
implemented procedures to ensure the content of our advertisement are properly
reviewed and the advertisement would only be published upon the receipt of
content approval from the relevant administrative authorities. However, the
Group can provide no assurance that all the content of the advertisements is
true and in full compliance with applicable laws.

In the event that the Group was in violation of such regulations the business,
financial condition, results of operations and the prospects of the Group could
be materially and adversely affected.

iv. Environmental Risks and Hazards

All phases of the Group’s operations are subject to environmental regulation in
the areas in which it operates. Environmental legislation is evolving in a
manner that may require stricter standards and enforcement, increased fines and
penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and
their officers, directors and employees.

There is no assurance that existing or future environmental regulation will not
materially adversely affect the Group’s business, financial condition and
results of operations. Environmental hazards may exist on the properties on
which the Group holds interests that are unknown to the Group at present. The
Board manages this risk by working with environmental consultants and by
engaging with the relevant governmental departments and other concerned
stakeholders.

v. Internal Control and Financial Risk Management

The Board has overall responsibility for the Group’s systems of internal control
and for reviewing their effectiveness. The Group maintains systems which are
designed to provide reasonable but not absolute assurance against material loss
and to manage rather than eliminate risk.

The key features of the Group’s systems of internal control are as follows:

· 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.

vi. Environmental Policy

The Group is aware of the potential impact that its subsidiary and associate
companies may have on the environment. The Group ensures that it complies with
all local regulatory requirements and seeks to implement a best practice
approach to managing environmental aspects.

vii. Health and Safety

The Group’s aim is to achieve and maintain a high standard of workplace safety.
In order to achieve this objective, the Group provides ongoing training and
support to employees and sets demanding standards for workplace safety.

viii. Financing Risk

The development of the Group’s business 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.

ix. 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.

x. 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.

xi. Market Risk

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

xii. Capital Risk

The Group manages its capital resources to ensure that entities in the Group
will be able to continue as a going concern, while maximising shareholder
return.

The capital structure of the Group consists of equity attributable to
shareholders, comprising issued share capital and reserves. The availability of
new capital will depend on many factors including a positive operating
environment, positive stock market conditions, the Group’s track record, and the
experience of management. There are no externally imposed capital requirements.
The Directors are confident that adequate cash resources 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 The Board acknowledges the financial
oversight of climate implications of climate change and
-related risks and considers the related risks and
opportunities 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 The Board will regularly discuss
management’s role in climate change risks and
managing and accessing opportunities with management. They
climate related risks and exercise due diligence to minimise
opportunities climate impact caused by the Group’s
activities.
c) Describe the climate The Group has notidentifiedany
-related risks material climate-related risks and
andopportunities the opportunities in the short-term.
organization Medium and longer-term assessments
hasidentified over the will dependon what
short, medium and long acquisitionsaremade by the
term. Groupandaccordingly the Board will
reassess those climate-related risks
and opportunities as soon as
practically possible following an
acquisition.
d) Describe the impactof The Group has assessed the impact of
climate-related risksand climatechange risks to ensure
opportunities onthe financial resilience andoperational
organization’sbusinesses, continuity. The conclusion is that
strategyand financial climate change representsa
planning. negligible impact andthat these
risks are currently assessed as not
material. Individualemployees are
encouraged to take climate
mattersinto account when planning
how they wish to workand management
offer maximum flexibility
tofacilitate this.
e) Describe the The Group does not foresee any
resilience of the impact on itsresilience arising from
organization’s strategy, all foreseeable climate-related
taking into consideration scenarios, including a full two
different climate-related degrees ofwarming. All climate
scenarios, including a change risks will continue
2°C or lower scenario. tobemonitored.

f) Describe the organization’s processes for Climate risk is
identifying and assessing climate-related considered as part
risks. of the
annualbusiness
review. This will
be kept under
review as the
organizationgrows.
g) Describe the organization’sprocesses for The process for
managingclimate-related risks. managing such
risks is to
provideemployees
with the
flexibility to
managethose
limited risks that
are under their
control.
h) Describe how processes for identifying, The Board assessed
assessing and managing climate-related risks the risks across
are integrated into the organization’s overall short, medium,and
risk management. long
-termtimeframes,
ultimately
determiningthat
these were
immaterial to the
balance sheet

Metrics and Targets

i) Disclose the The Group does notseekto measure climate-related risks as
metricsused by they are not consideredmaterial.The Board will reconsider
theorganizationto this position on anymaterial change to the Group or its
assessclimate activities.
-related risks
andopportunities
in line with its
strategy and
riskmanagement
process.
j) Disclose Scope The Group’s activities are outside the scope of theGlobal
1, 2, and, GHG Accounting and ReportingStandards.
ifappropriate,
Scope 3greenhouse
gas emissions,
and the related
risks.
k) Describe the The Group currently has not set specific targets
targetsused by orcommitments. Notwithstanding, the Board ispleased to note
theorganizationto that employees continue to do whatthey can to reduce
manage climate climate risk by working fromhome andminimizethe
-relatedrisks businesstravel by eachemployee. The Board will reconsider
andopportunities this positionon any material change to the Group or
and performance itsactivities.
againsttarget.

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 Percentage of the Company’s ordinary Share Capital
Shareholding
Jonathan 22,438,842 23.3%
Yat Pang
Lo

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 Percentage of the
Company’s ordinary Share
(Ordinary Capital
shares of
10p)
Jonathan Lo 22,438,842 23.3%
Pentawood Limited 12,439,779 12.92%
Stephen Lo 12,439,779 12.92%
Magic Carpet 8,064,486 8.38%
Win Network 7,328,000 7.61%
International
Limited *
Timenow Ltd 4,499,016 4.67%
Kwok Keung David 3,936,639 4.09%
Tsoi
Knight Wind 3,374,262 3.50%
Limited
*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.

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:

oreviewing 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.

otesting journal entries, including those processed late for financial
statements preparation, those posted by infrequent or unexpected users, those
posted to unusual account combinations.

oevaluating the business rationale of significant transactions outside the
normal course of business and reviewing accounting estimates for bias.

oenquiry of management around actual and potential litigation and claims.

ochallenging the assumptions and judgments made by management in relation to
significant accounting estimates; and

oobtaining 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 31 31 31
December December December December
2025 2024 2025 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 6 (5,681) (6,294) (2,091) (1,864)
expenses
Impairment loss on – (1,123) – –
trade receivables
Recovery of Impairment – – – 38
loss on the
intercompany current
account
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 (932) 293 (932) 293
arising on translation
of
functional currency to
presentation currency
Exchange differences (208) 144 – –
arising on translation
of foreign operations
Total comprehensive (6,039) (6,201) (3,023) (1,533)
loss for the year

Loss attributable to
Equity holders of (4,833) (6,226) (2,091) (1,826)
parent company
Non-controlling (66) (412) – –
interests
(4,899) (6,638) (2,091) (1,826)

Total comprehensive
loss

attributable to:
Equity holders of the (5,973) (5,789) (3,023) (1,533)
parent company
Non-controlling (66) (412) – –
interests
(6,039) (6,201) (3,023) (1,533)

Loss per shares – 8 (0.05) (0.06) (0.02) (0.02)
Basic and diluted HK$

Statements of financial position as at 31 December 2025

Group Group Company Company
As at As at As at As at
31 31 31 31
December December December December
2025 2024 2025 2024
Notes HK$’000 HK$’000 HK$’000 HK$’000

Assets
Non-current assets
Property, plant and 9 5 11 – –
equipment
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 12 – – –
subsidiaries –
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 (12,460) (12,460) – –
Reserve
Capital Contribution 844 844 – –
arising from Shareholder’s
Loan
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 (56,621) (50,648) (14,408) (11,385)
owners of the parent
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 1,025 6,185 1,025 6,185
liabilities

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 Share Other Exchange Accumulated Total
capital premium reserves reserves deficit equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Balance at 31 96,017 44,106 1,335 758 (152,068) (9,852)
December 2023
Loss for the – – – – (1,826) (1,826)
year
Other – – – 293 – 293
comprehensive
loss
Total – – – 293 (1,826) (1,533)
comprehensive
Loss

Balance at 31 96,017 44,106 1,335 1,051 (153,894) (11,385)
December 2024

Change in equity
for 2025
Loss for the – – – – (2,091) (2,091)
year
Other – (932) – (932)
comprehensive
income
Total – – – (932) (2,091) (3,023)
comprehensive
income/(loss)

Balance at 31 96,017 44,106 1,335 119 (155,985) (14,408)
December 2025

Statements of Changes in Equity (Group)

Share Share Reverse Other Exchange
Capital Accumulated Total Non Total
capital premium Acquisition reserve reserve
contribution deficit -controlling equity
reserve
reserves

interests
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 14,064 47,020 (12,460) 1,335 (607) 844
(95,055) (44,859) (593) (45,452)
2023

Loss for the period – – – – – –
(6,226) (6,226) – (6,226)
Exchange differences – – – – 144 –
– 144 144
arising on translation
of foreign operations
Exchange difference – – – – 293 –
– 293 – 293
arising on translation
of
functional currency to
presentation currency
Non-Controlling – – – — – –
– – (412) (412)
Interest
Total comprehensive – – – – 437 –
(6,226) (5,789) (412) (6,201)
income/(loss)
Balance at 31 December 14,064 47,020 (12,460) 1,335 (170) 844
(101,281) (50,648) (1,005) (51,653)
2024

Loss for the period – – – – – –
(4,833) (4,833) – (4,833)
Exchange differences – – – – (208) –
– (208) – (208)
arising on translation
of foreign operations
Exchange difference – – – – (932) –
– (932) – (932)
arising on translation
of
functional currency to
presentation currency
Non-Controlling – – – – – –
– – (66) (66)
Interest
Total comprehensive – – – – (1,140) –
(4,833) (5,973) (66) (6,039)
loss

Balance at 31 December 14,064 47,020 (12,460) 1,335 (1,310) 844
(106,114) (56,621) (1,071) (57,692)
2025

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 31 31 31 December 2024
December December December
2025 2024 2025
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 6 536 – –
amortisation
Finance costs – 6 – –
Impairment of receivables – 1,123 – –
Cashflows before changes (4,893) (4,973) (2,091) (1,826)
in working capital
(Increase)/ Decrease in (90) 63 – –
trade and other
receivables
Decrease/(increase) in 13 43 5 (14)
deposits and prepayments
Increase/(Decrease) in 1,661 (3,858) 438 (2,365)
trade and other payables
(Decrease)/Increase in (73) 72 – –
deposit received
Cash used in operating (3,382) (8,653) (1,648) (4,205)
activities

Financing activities
Increase in an amount due 4,239 8,599 2,124 –
to director
Proceeds from – – – 4,035
shareholders’ loans
Principal & Interest – (539) – –
portion of lease payment
Net cash generated from 4,239 8,060 2,124 4,035
Financing activities

Net increase/(decrease) in 857 (593) 476 (170)
cash and cash equivalents
Cash and cash equivalents 11 291 4 5
at 1 January
Effect of foreign exchange (685) 313 (477) 169
rate changes
Cash and cash equivalents 183 11 3 4
at 31 December

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 Group Company 2025 Company 2024

2025 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 Group Company 2025 Company

2025 2024 2024
HK$’000 HK$’000 HK$’000 HK$’000
Finance costs
Interest – 6 – –
expense on
lease
liabilities
– 6 – –

6.
Administrative
expenses
Group Group Company 2025 Company

2025 2024 2024
HK$’000 HK$’000 HK$’000 HK$’000

Audit fees 1,109 843 984 719
Depreciation 6 536 – –
and
amortisation
Legal and 622 546 459 519
professional
fee
Office rental 644 94 – –
Overseas 70 71 – –
travelling
Other 764 896 34 27
Director’s – 1,202 614 599
fees and
emoluments
Wages and 2,466 2,106 – –
Salaries
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 Group Company Company 2024

2025 2024 2025
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, (940) (1,141) (397) (347)
calculated at the rates applicable to
loss in the countries concerned

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 Group Company Company

2025 2024 2025 2024
HK$’000 HK$’000 HK$’000 HK$’000

Loss attributable to (4,833) (6,226) (2,091) (1,826)
equity holder of parent
company

Weighted average number of 96,287,079 96,287,079 96,287,079 96,287,079
shares
Basic and diluted loss per (0.05) (0.06) (0.02) (0.02)
share HK$

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 Computer Furniture, Leasehold Total
panels and equipment fixtures & improvement
CMS equipment
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Cost
At 31 December 16,467 330 343 252 17,392
2023
Additions – – – – –
during the year
2024
At 31 December 16,467 330 343 252 17,392
2024
Additions – – – – –
during the year
2025
At 31 December 16,467 330 343 252 17,392
2025

Accumulated
depreciation
At 31 December 16,467 310 343 252 17,372
2023
Charge for the – 9 – – 9
year 2024
At 31 December 16,467 319 343 252 17,381
2024
Charge for the – 6 – – 6
year 2025
At 31 December 16,467 325 343 252 17,387
2025

Net carrying
amount
At 31 December – 5 – – 5
2025
At 31 December – 11 – – 11
2024

Investments in Subsidiaries

The Company invested an amount of HK$114,572k in GVC Holdings Limited and this
investment was impaired fully in earlier years. GVC Holdings Limited is an
intermediary investment holding company with subsidiaries in Hong Kong and
China. For list of all Group’s direct and indirect subsidairies, refer note 26.

10. Trade and other receivables

Group Group Company Company

2025 2024 2025 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 Group Company Company

2025 2024 2025 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 Group Company 2025 Company

2025 2024 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 2 2
years
Annual interest rate for 12% 12%
equivalent non-convertible
Convertible loan note £673,104 £673,104
amount
Liability value of the £536,594 £536,594
compound financial
instruments
Present value of principal HKD5,615,338 HKD5,231,503
at HKD

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 Group Company Company

2025 2024 2025 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, Number of Share Share Share Share
called up and shares Capital Premium
fully Capital Premium
paid ordinary
shares of £10p
each
£ HK$ £ HK$
Balance at 31 96,287,079 9,628,708 96,017,186 4,422,954 44,105,565
December 2025
and
31 December
2024

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 debt. 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 Group Company Company

2025 2024 2025 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 Group Company Company

2025 2024 2025 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 Later than 1 year but not 5 years Carrying amount
12
months
As at 31
December 2025
Trade and other 12,571 – 12,571
payables
Shareholders’ 21,387 – 21,387
loan – current
Convertible 5,615 – 5,615
loans
Shareholders’ – 1,025 1,025
loan – non
-current
Amount due to 17,764 – 17,764
Director
57,337 1,025 58,362

As at 31
December 2024
Trade and other 10,910 – 14,039
payables
Shareholders’ 21,387 – 21,387
loan – current
Convertible – 5,232 5,232
loans
Shareholders’ – 953 953
loan – non
-current
Amount due to 13,525 – 13,525
Director
45,822 6,185 52,007
The Company
As at 31
December 2025
Trade and other 1,678 – 1,678
payables
Convertible 5,615 – 5,615
loans
Shareholders’ – 1,025 1,025
loan – non
-current
Amount due to 6,159 – 6,159
Director
13,452 1,025 14,477

As at 31
December 2024
Trade and other 1,240 – 1,240
payables
Convertible – 5,232 5,232
loans
Shareholders’ – 953 953
loan – non
-current
Amount due to 4,035 – 4,035
Director
5,275 6,185 11,460

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 subsidiaries

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 isMr. 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 Place of Particulars The Held by Held by the
Principal
GVMH PLC incorporation/ of Group’s the subsidiary
activities
issued and effective Company
paid-up interest
operation capital

GVC BVI/Hong Kong US$10,862 100% 100% –
Investment
Holdings
holdings
Ltd

Founding Hong Kong HK$10,000 70.0% – 70%
Dormant
Technology
(Int’l) Ltd

Grand Hong Kong HK$1,000,000 100% 100%
Advertising
Vision –
Media
Limited

Grand Hong Kong HK$7,824,268 100.0% 100% 3D
panel
Vision –
advertising
Media
Network
Limited

Ying Hong Kong HK$4,900,000 55.0% 55%
Social
Interactive –
Media
Marketing
Marketing
Services
Ltd

Shanghai PRC RBM5,874,000 100.0% 100% 3D
panel
Hongshi –
advertising
Culture
Media Co.,
Ltd

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 http://gvmh.co.uk/

Jonathan Lo, Director Tel: +44 (0) 20 7866 2145
or [email protected]

This information was brought to you by Cision http://news.cision.com

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