GFHG.L Regulatory News (GFHG)

GRAND FORTUNE HIGH GRADE LIMITED

CONSOLIDATED REPORTS AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2023

GRAND FORTUNE HIGH GRADE LIMITED

CHAIRMAN'S STATEMENT

FOR THE YEAR ENDED 30 APRIL 2023

I am pleased to present the consolidated reports and financial statements for the year from 1 May 2022 to 30 April 2023. During the year, the Group reported a loss of £360,212 (loss of £281,868 for the period from 1 May 2021 to 30 April 2022) which arose from professional fees, salaries, wages, rent and office and general expenses in connection with the ongoing operations of the Group. As at the date of signing this report the Group has approximately £1.4 Million of cash balances.

Following its listing on the London Stock Exchange on 22 May 2017, the Group has been focused on the development of its financial training business in order to satisfy the significant demand for financial sector specialists in China. To assist in that development, the Group established a 100% owned subsidiary in Hong Kong - Grand Fortune High Grade (HK) Limited which in turn has a 100% owned subsidiary in mainland China - Shen Zhen Shi Ji Fu Education Information Consulting Co. Ltd. (and the consolidated financial statements presented herein comprise of the financial statements of Grand Fortune High Grade Limited, Grand Fortune High Grade (HK) Limited and Shen Zhen Shi Ji Fu Education Information Consulting Co. Ltd.). 

Grand Fortune High Grade Limited held its shareholder meeting on 3 November 2022. All items proposed were approved by 100% of the votes cast at the meeting. Following the meeting, the Board of Directors comprised Wong Lee Chun (re-elected), Angus Irvine (re-elected) and Ko Kwan (re-elected). 

The past three years have been challenging. The challenges of the COVID-19 pandemic have had a devastating effect on the global economy and on the ability of the Group to offer financial training courses in person. Despite the Group's best efforts, there has only been a small amount of revenue generated from its financial training business and the Group has not yet been successful in developing an online training platform. The implementation and success of the online training platform remains one of the biggest tests for the Group.

As the business activities develop, the Group will keep shareholders advised of its activities. We appreciate the assistance of our officers, directors and advisors as we work towards the development of our business.

"Wong Lee Chun"

CHIEF EXECUTIVE OFFICER

27 October 2023

GRAND FORTUNE HIGH GRADE LIMITED

DIRECTORS' CONSOLIDATED REPORT

FOR THE YEAR ENDED 30 APRIL 2023

Directors' consolidated report

The directors present their consolidated report together with the audited consolidated financial statements for the year ended 30 April 2023. The consolidated report fairly presents and discloses the financial position and the results at the dates and for the periods to which they apply. 

Principal activity and future developments

Grand Fortune High Grade Limited (individually, or collectively with its subsidiary, Grand Fortune High Grade (HK) Limited ("GFHG HK") and GFHG HK's wholly owned subsidiary Shen Zhen Shi Ji Fu Education Information Consulting Co. Ltd. ("Ji Fu Education"), as applicable, the "Group") is focused on the development of its financial training business in order to satisfy the significant demand for financial sector specialists in China.

Business review and management report

The loss on ordinary activities for the year ended 30 April 2023 was £360,212 (loss of £281,868 for the year ended 30 April 2022). 

The Group had cash at bank and in hand of £1,426,474 as at 30 April 2023. The principal risks and uncertainties that the Group faces are in developing its financial training business in China, which is a new market. The Group is aiming to tailor and deliver courses that are appropriate for the market but there is no guarantee there will be a sufficient demand for the courses offered.

The Group has not carried out any activities in the field of research and development. 

There have been no subsequent events that have occurred since the end of the financial year.

Dividends

The directors do not recommend the payment of a final dividend for the year.

Directors

The following directors served during the year to 30 April 2023:

WONG LEE CHUN - CHAIRMAN AND CHIEF EXECUTIVE OFFICER

ANGUS SIGURD IRVINE - NON-EXECUTIVE DIRECTOR

KO KWAN - NON-EXECUTIVE DIRECTOR

GRAND FORTUNE HIGH GRADE LIMITED

DIRECTORS' CONSOLIDATED REPORT

FOR THE YEAR ENDED 30 APRIL 2023

(CONTINUED)

Substantial shareholdings

Except for the interests of those persons set out below, the Directors are not aware of any interest which, at the date of this document would amount to 3% or more of Grand Fortune High Grade Limited's issued share capital:

Greenhouse gas emissions, energy consumption and energy efficiency

As the Group has made limited trade and activity during the period, the Directors do not consider any disclosure under the Task Force on Climate-related Financial Disclosures is required at this juncture, however the Group will continue to review this position as it executes its business plan and trading activity grows. 

Diversity Policy

Directors will apply a diversity policy when recruiting including compensation of age, gender, race, education and professional backgrounds. Two of the three directors are female (66.6%) and 33% of employees are female.

Directors' Remuneration

Directors' emoluments are detailed in Notes 8 and 11 to the accounts.

Auditors

A resolution re-appointing Crowe U.K. LLP as auditors of the Group was approved by shareholders at the annual general meeting held on 3 November 2022. During the year, the Group received the resignation of Crowe U.K. LLP as auditors. Following such resignation, the Group appointed MHA as the auditors of the Group and will seek the approval of the shareholders for such appointment at the next annual general meeting of shareholders.

GRAND FORTUNE HIGH GRADE LIMITED

DIRECTORS' CONSOLIDATED REPORT

FOR THE YEAR ENDED 30 APRIL 2023

(CONTINUED)

Going concern

The Group is focused on the development of a financial training business in China, and, apart from a small amount of interest receivable, it currently has no significant income stream. Until the training business has been adequately developed and is generating significant revenue, it is therefore dependent on its cash reserves to fund ongoing costs. At 30 April 20223 the Group's cash position was £1,426,474.

After reviewing the Group's budget for the period ending 31 October 2024 and its medium-term plans, the directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future.

For this reason, they continue to adopt the going concern basis in preparing the accounts.

Financial risk management

The Group's financial risk management objective is to minimise, as far as possible, the Group's exposure to such risk as detailed in note 13 to the accounts.

Principal Risks and Uncertainties Facing the Group

The principal risks and uncertainties facing the Group are: (1) The Group's success is dependent on the successful development of a financial training business in China, and for the year ended 30 April 2023, apart from a small amount of interest receivable, the Group only generated a small amount of revenue and there are no guarantees that the Group will develop a training business that will generate sufficient revenue to cover the expenses of the Group; and (2) Until the training business has been adequately developed and generating significant revenue, the Group is dependent on its cash reserves to fund ongoing costs - there are no guarantees that the Group will be successful in replenishing those cash reserves once depleted.

COVID-19 Risks

The emergency measures taken within mainland China and Hong Kong to combat the COVID-19 pandemic may continue, could be expanded, and could also be reintroduced in the future following relaxation. As these governments implement monetary and fiscal policy changes aimed to help stabilize economies and capital markets, we cannot predict legal and regulatory responses to concerns about the COVID-19 pandemic and related public health issues and how these responses may impact our business. The COVID-19 pandemic, actions taken within mainland China and in Hong Kong in response to it, and the ensuing economic downturn has caused significant disruption to business activities and economies. The depth, breadth and duration of these disruptions remain highly uncertain at this time. Furthermore, these governments are developing frameworks for the staged resumption of business activities. As a result, it is difficult to predict how significant the impact of the COVID-19 pandemic, including any responses to it, will be on the global economy and our business.

GRAND FORTUNE HIGH GRADE LIMITED

DIRECTORS' CONSOLIDATED REPORT

FOR THE YEAR ENDED 30 APRIL 2023

(CONTINUED)

The impact of COVID-19 has significantly reduced the ability of the Group to currently provide its training programs in a face-to-face setting and the ability to provide face-to-face training programs in the future is uncertain. As a result, the Group is developing an online training platform for its offered programs. The implementation and success of this online training platform is uncertain.

Corporate governance

Due to the size and nature of the Group, it has not adopted the UK Corporate Governance Code. However, it has adopted corporate governance procedures as are appropriate for the size and nature of the Group and the size and composition of the Board. These corporate governance procedures have been selected with due regard to for the provisions of the UK Corporate Governance Code insofar as is appropriate. A description of these procedures is set out below:

· Due to the nature and size of the Group, it does not have separate audit, remuneration and nomination committees. The Board as a whole will instead review risk, compliance, and nominations matters, as well as the Board's size, structure, and composition, considering the interests of the Shareholders and the performance of the Group. Once the Group has achieved sufficient growth, the Board intends to put in place audit, remuneration and nomination committees;

· the Board is not subject to the provisions of a formal governance code and given its present size do not intend to formally adopt any specific code nor any diversity policy, but will apply the principles of governance, set out in the UK Corporate Governance Code, once the Group has achieved sufficient growth;

· the Corporate Governance Code recommends the submission of all directors for re-election at annual intervals. One-third of Directors (or, where their number is not divisible by three, the nearest number not exceeding one-third) will be required to retire and seek re-elections on an annual basis; and

· the Company may seek to transfer from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on sufficient growth, subject to fulfilling the relevant eligibility criteria at the time. If the Group is successful in obtaining a Premium Listing, further rules will apply to the Company under the Listing Rules and Disclosure and Transparency Rules and the Company will be obliged to comply with the Model Code and to comply or explain any derogation from the UK Corporate Governance Code.

GRAND FORTUNE HIGH GRADE LIMITED

DIRECTORS' CONSOLIDATED REPORT

FOR THE YEAR ENDED 30 APRIL 2023

(CONTINUED)

Auditors and disclosure of information

The directors confirm that:

· there is no relevant audit information of which the auditor is unaware; and

· each Director has taken all the necessary steps he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the auditor is aware of that information.

Directors' responsibility statement

The Directors are responsible for preparing the management report, annual report and the non-statutory consolidated financial statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("DTR") and with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

International Accounting Standard 1 requires that consolidated financial statements present fairly for each financial year the Group's consolidated financial position, consolidated financial performance and consolidated cash flows. This requires the faithful representation of transactions, other events and conditions in accordance with the definitions and recognition criteria for the assets, liabilities, income and expenses set out in the International Accounting Standards Board's "Framework for the Preparation and Presentation of Financial Statements".

In virtually all circumstances, a fair representation will be achieved by compliance with all IFRS. Directors are also required to:

- make judgments and accounting estimates that are reasonable and prudent;

- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business;

- select suitable accounting policies and then apply them consistently;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable, and understandable information; and

- provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's consolidated financial position and financial performance.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group.  They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GRAND FORTUNE HIGH GRADE LIMITED

DIRECTORS' CONSOLIDATED REPORT

FOR THE YEAR ENDED 30 APRIL 2023

(CONTINUED)

The maintenance and integrity of the Grand Fortune High Grade Limited website is the responsibility of the Directors.

Legislation in the Cayman Islands governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

The directors confirm, to the best of their knowledge that:

· the consolidated financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the consolidated assets, liabilities, financial position and profit or loss of the Group;

· the consolidated financial statements include a fair review of the development and performance of the business and the consolidated financial position of the Group, together with a description of the principal risks and uncertainties that it faces; and

· the annual report and consolidated financial statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

By order of the board

"Wong Lee Chun"

CHIEF EXECUTIVE OFFICER

27 October 2023

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OFGRAND FORTUNE HIGH GRADE LIMITED

For the purpose of this report, the terms "we" and "our" denote MHA in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Grand Fortune High Grade Limited. For the purposes of the table on page 12 that sets out the key audit matters and how our audit addressed the key audit matters, the terms "we" and "our" refer to MHA. The Group financial statements, as defined below, consolidate the accounts of Grand Fortune High Grade Limited and its subsidiaries (the "Group"). The "Parent Company" is defined as Grand Fortune High Grade Limited, as an individual entity.

Opinion

We have audited the financial statements of Grand Fortune High Grade Limited for the year ended 30 April 2023.

The financial statements that we have audited comprise:

· the Consolidated Statement of Comprehensive Income

· the Consolidated Statement of Financial Position

· the Consolidated Statement of Changes in Equity

· the Consolidated Statement of Cash Flows

· Notes 1 to 16 to the consolidated 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 international Financial Reporting standards (IFRSs) as adopted by the European Union.

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 2022 and of the Group's loss for the year then ended;

· have been properly prepared in accordance with international accounting standards; and

Our opinion is consistent with our reporting to those charged with governance

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing 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 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 as applied to listed public interest entities, and we have fulfilled our 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.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OFGRAND FORTUNE HIGH GRADE LIMITED (CONTINUED)

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the Directors' assessment of the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting included:

· The consideration of inherent risks to the Group's and the Parent Company's operations and specifically their business model.

· The evaluation of how those risks might impact on the available financial resources.

· Evaluation of the Directors' assessment of the Group's ability to continue to adopt going concern basis of accounting standards including a review of budgets and cash flow forecasts to October 2024.

· Liquidity considerations including examination of cash flow projections at Group and Parent Company level to October 2024.

· The evaluation of the base case scenarios and stress scenarios, in respect of the Group and the Parent Company, and the respective sensitivities and rationale.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Overview of our audit approach

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OFGRAND FORTUNE HIGH GRADE LIMITED (CONTINUED)

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 or not due to fraud) that we identified. These matters included those matters 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 as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OFGRAND FORTUNE HIGH GRADE LIMITED (CONTINUED)

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 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. 

Materiality in respect of the Group was set at £69,000 (2022: £42,000) which was determined on the basis of 5% (2021: 2% of total assets) of the Group's net assets.. Net assets was deemed to be the appropriate benchmark for the calculation of materiality as this is a key area of the financial statements because this is the metric by which the performance and risk exposure of the Group and Parent Company is principally assessed. In our opinion this is therefore the benchmark with which the users of the financial statements are principally concerned.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

Performance materiality for the Group was set at £48,300 (2022: £30,000) which represents 70% (2022: 65%) of the above materiality levels.

The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the systems and controls and the level of misstatements arising in previous audits. 

We agreed to report any corrected or uncorrected adjustments exceeding £3,450 in respect of the Group to the Board of Directors as well as differences below this threshold that in our view warranted reporting on qualitative grounds. 

Overview of the scope of the Group and Parent Company audits

Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our audit scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. This assessment takes into account the size, risk profile, organisation / distribution and effectiveness of group-wide controls, changes in the business environment and other factors such as recent internal audit results when assessing the level of work to be performed at each component.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OFGRAND FORTUNE HIGH GRADE LIMITED (CONTINUED)

In assessing the risk of material misstatement to the consolidated financial statements, and to ensure we had adequate quantitative and qualitative coverage of significant accounts in the consolidated financial statements, of the 3 reporting components of the group, we identified 3 components in the Cayman Islands, Hong Kong and People's Republic of China which represent the principal business units within the Group.

Full scope audits - All 3 components were subject to full scope audits.

The control environment

We evaluated the design and implementation of those internal controls of the Group, including the Parent Company, which are relevant to our audit, such as those relating to the financial reporting cycle. [

Reporting on other information The other information comprises the information included 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. 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 course of 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 the 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.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OFGRAND FORTUNE HIGH GRADE LIMITED (CONTINUED)

Auditor responsibilities for the audit of the financial statements 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 

A further description of our responsibilities for the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.

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 a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

Identifying and assessing potential risks arising from irregularities, including fraud

The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud, included the following:

· We considered the nature of the industry and sector, the control environment and business performance . Through discussion with the directors, we obtained an understanding of the legal and regulatory frameworks applicable to the Group focusing on laws and regulations that could reasonably be expected to have a direct material effect on the financial statements, and legislation or those that had a fundamental effect on the operations of the Group including the regulatory and supervisory requirements of the Financial Conduct Authority (FCA).

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OFGRAND FORTUNE HIGH GRADE LIMITED (CONTINUED)

· We enquired of the directors and management concerning the Group's and the Parent Company'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 to 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 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 to increase revenue or reduce costs, creating fictitious transactions to hide losses or to improve financial performance.

Audit response to risks identified

In respect of the above procedures:

· we corroborated the results of our enquiries through our review of the minutes of the Group's and the Parent Company's board meetings, inspection of legal and regulatory correspondence and correspondences from the regulators the FCA;

· audit procedures performed by the engagement team in connection with the risks identified included:

- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations expected to have a direct impact on the financial statements.

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

- evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias;

- enquiry of management around actual and potential litigation and claims, and

- obtaining confirmations from third parties to confirm existence of a sample of balances.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OFGRAND FORTUNE HIGH GRADE LIMITED (CONTINUED)

· we communicated relevant laws and regulations and potential fraud risks to all engagement team members, including experts and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Other requirements

We were appointed by the Directors on 19 July 2023. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 1 year. 

We did not provide any non-audit services which are prohibited by the FRC's Ethical Standard to the Group or the Parent Company, and we remain independent of the Group and the Parent Company in conducting our audit.

Use of our report 

This report is made solely to the Parent Company'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 Parent Company'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 Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed. 

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, these financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical Standard (('ESEF RTS'). This auditor's report provides no assurance over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS. 

"Jason Mitchell"

Jason Mitchell MBA BSc FCA (Senior Statutory Auditor) 

for and on behalf of MHA, Statutory Auditor 

Maidenhead, United Kingdom

27 October 2023 

MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE YEAR ENDED 30 APRIL 2023

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE YEAR ENDED 30 APRIL 2023

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The notes to the consolidated financial statements form an integral part of these consolidated financial statements.

This report was approved by the board and authorised for issue on 27 October 2023 and signed on its behalf by

"Wong Lee Chun"

CHIEF EXECUTIVE OFFICER

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE YEAR ENDED 30 APRIL 2022

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The share capital comprises the Ordinary Shares of Grand Fortune High Grade Limited.

Accumulated losses represent the aggregate retained loss of Grand Fortune High Grade Limited since incorporation.

The notes to the consolidated financial statements form an integral part of these consolidated financial statements.

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE YEAR ENDED 30 APRIL 2023

CONSOLIDATED CASH FLOW STATEMENT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. General Information

Grand Fortune High Grade Limited is incorporated under the laws of the Cayman Islands under the Companies Law. Grand Fortune High Grade Limited was incorporated on 10 November 2015 as an exempted company. Grand Fortune High Grade Limited's registered number is 305700 and its registered office is at Willow House, Cricket Square, PO Box 709, Grand Cayman KY1-1107, Cayman Islands. The principal place of business is Flat/Rm 1, 8/F, Metex House, No. 28 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong.

The Group's objective is to take advantage of opportunities to establish a financial training business.

This financial information has been prepared in accordance with IFRS as adopted by the European Union ("EU"). The standards have been applied consistently during both years presented.

2. Accounting Policies

Basis of preparation

The principal accounting policies adopted by the Group in the preparation of the financial information are set out below.

The financial information has been presented in pound sterling, being the presentational currency of the Grand Fortune High Grade Limited.

From 1 May 2022, the functional currency of Grand Fortune High Grade Limited changed from pound sterling to Chinese Yen as this reflects the primary economic environment in which the Group operates.

The financial statements are presented on a consolidated basis and include the accounts of Grand Fortune High Grade Limited, Grand Fortune High Grade (HK) Limited and Shen Zhen Shi Ji Fu Education Information Consulting Co. Ltd.

The financial information has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"), including interpretations made by the International Financial Reporting Interpretations Committee (IFRIC) issued by the International Accounting Standards Board (IASB). The standards have been applied consistently.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Accounting Policies (continued)

Standards and interpretations issued but not yet applied

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and, in some cases, have not yet been adopted by the European Union. The directors do not expect that the adoption of these standards will have a material impact on the consolidated financial statements of the Group in future periods.

Going concern

The Group is focused on the development of a financial training business in China, and apart from a small amount of interest receivable, it currently has no significant income stream. Until the training business has been adequately developed and is generating significant revenue, it is therefore dependent on its cash reserves to fund ongoing costs. 

Management have prepared the Group's budget for the period ending 31 October 2024 and are expecting significant growth in revenue and operating costs, based on the assumption of increased activity driven from sales and marketing campaigns. After reviewing the Group's budget and its medium-term plans, the directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future, with the Group's cash position of £1,426,474 as at 30 April 2023. 

In making this assessment, the directors have considered current and developing impact on the business as a result of the COVID-19 virus. Whilst this has had an immediate impact on the Group's operations and the Group's ability to offer financial training courses in person, the Group is developing an online training platform for its offered programs. The directors are aware that the implementation and success of the online training platform remains one of the biggest tests for the Group, in particular if the current situation with COVID-19 becomes prolonged and in person training is not possible or limited.

The financial information does not include any adjustments that would result if the Group were unable to continue as a going concern.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Accounting Policies (continued)

Taxation

The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability in the balance sheet differs from its tax base.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which difference can be utilized.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/ (assets) are settled/ (recovered).

Financial instruments

Financial assets and financial liabilities are recognised on the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

Under IFRS 9, financial assets are measured at amortised cost or fair value through other comprehensive income ("FVOCI") depending on the business model and contractual cash flow characteristics. The classification depends on the basis on which assets are measured and if either criteria is not met, then the financial assets are held at fair value through profit or loss ("FVPL").

The Group holds cash and cash equivalents at amortised cost.

As at the consolidated balance sheet date, the Group did not have any financial assets measured at FVPL or FVOCI.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Accounting Policies (continued)

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

All financial liabilities are measured at fair value and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

Revenue Recognition

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the Group expected to be entitled in exchange for transferring goods or services to a customer.

Rendering of services

Revenue is recognised on the provision of the financial training course in China.

Interest

Interest revenue is recognised using the effective interest method.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Accounting Policies (continued)

Foreign currencies

Profit and loss account transactions denominated in foreign currencies are translated into sterling and recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.

All differences are taken to the profit and loss account.

Cash and cash equivalents

The Group considers any cash on short-term deposits and other short-term investments to be cash equivalents.

Leases/Rentals

The only leases the Group has entered into are short-term leases. As permitted by IFRS 16 the Group has taken advantage of the exemption not to apply the requirements of IFRS 16 to short-term leases and is recognising the expense in profit and loss evenly over the lease contract. The total expense incurred on short term leases is disclosed as rental expenses in note 4 to these financial statements.

Segment Information

In the Directors' opinion, the Group has only one operating segment - the development and operation of financial training courses in China. The internal and external reporting is on a consolidated basis with transactions between Group companies eliminated on consolidation. Therefore, the financial information of the single segment is the same as set out in the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of financial position and cash flows.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Critical accounting estimates and judgement

The preparation of the financial information in conformity with IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of income, expenditure, assets, and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates remain reasonable.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. There were no critical estimates during the year ended 30 April 2022.

4. Administrative expenses

The remuneration of the auditors for the audit of the financial statements was £60,000 (2022: £17,500).

5. Taxation

Grand Fortune High Grade Limited is incorporated in the Cayman Islands. The operations of Grand Fortune High Grade Limited are, with the exception of regulatory filings, outside of the Cayman Islands. Accordingly, the costs and revenues of Grand Fortune High Grade Limited are subject to Cayman Islands taxation legislation where the prevailing taxation rate is 0%. 

As GFHG HK is incorporated in Hong Kong it is subject to Hong Kong taxation legislation and as Ji Fu Education is incorporated in China it is subject to China taxation legislation. Any revenue earned by GFHG HK would be subject to Hong Kong taxation and any revenue earned by Ji Fu Education would be subject to China taxation. As the Group's expenses exceeded its revenue for the year ended 30 April 2023, it has not accrued any tax amount payable.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

6. Loss per Ordinary Share

The calculation for earnings per Ordinary Share (basic and diluted) for the relevant year is based on the profit after income tax attributable to equity holder is as follows:

7. Other payables

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. Key management personnel

Zhao Zhijun, the managing director of GFHG HK, is considered a key management personnel and below is the remuneration that relates to the periods below.

The Directors are also considered the key management personnel and the following directors' remuneration that relates to the periods below.

All directors' remuneration was categorised as short-term employee benefits and no amounts in the categories of post-employment benefits, other long-term benefits, termination benefits or share-based payment benefits. Kit Ling Law resigned on 1 June 2021 and Anthony Wonnacott resigned on 1 October 2021.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. Share capital

Grand Fortune High Grade Limited is authorized to issue up to 100,000,000,000 ordinary shares with a par value of £0.0001 per ordinary share. Each ordinary share ranks pari passu for voting rights, dividends and return of capital on winding up with holders of ordinary shares being entitled to dividends as declared from time to time and are entitled to one vote per ordinary share at general meetings of shareholders.

10. Share based payments

The Group has recognised NIL in respect of share-based payment amounts in each of the years ended 30 April 2023 and 30 April 2022.

On 17 May 2017 Grand Fortune High Grade Limited entered into warrant agreements with each of Alice Lau, Vincent Poon, Wai Man Hui and Cornhill Capital Limited conferring the right to subscribe for 4,800,000 Ordinary Shares each (a total of 19,200,000 Ordinary Shares) as remuneration for assistance with the admission on the London Stock Exchange. Each Warrant Agreement is in an identical form and confers the right to subscribe for Ordinary Shares at £0.10. The Warrants were conditional on admission on the London Stock Exchange (which was completed on 22 May 2017) and were exercisable at any time until 22 May 2020. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Amounts owing to Directors

As of 30 April 2023, the only amounts owing to Directors are the amounts for fees accrued in April 2023 as all other outstanding amounts were paid during the year ended 30 April 2023.

12. Financial instruments

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. Financial risk management

The Group uses a limited number of financial instruments, comprising cash and amounts owing to Directors, which arise directly from operations. The Group does not trade in financial instruments.

General objectives, policies and processes

The Directors have overall responsibility for the determination of the Group's risk management objectives and policies. Further details regarding these policies are set out below:

Currency risk

As the Group operates internationally, its exposure to foreign exchange risk relates to transactions and balances that are denominated in currencies other than £. The Directors manage the Group's exposure to currency risk by operating foreign currency bank accounts, being GBP, HKD, RMB and USD. It is the Directors' view that the size and complexity of the Group's trade does not warrant financial hedging arrangements currently, although this view will be regularly reviewed as the Group develops.

The table below illustrates the hypothetical sensitivity of the Group's consolidated statement of financial position to a 10% increase and decrease in the GBP/HKD, GBP/USD and GBP/RMB exchange rates at the year-end date. The sensitivity rate of 10% represents the directors' assessment of a reasonably possible change, based on historic volatility. 

Period end exchange rates applied in the above analysis are HKD 9.863 (2022 - HKD 9.84311), USD 1.25654 (2022 - USD 1.25411) and RMB 8.6842 (2022 - 8.28885).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. Financial risk management (continued)

Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a contract, leading to a financial loss. The Group had cash and cash equivalents of £1,426,474 as at 30 April 2023. The credit risk from its liquid funds is limited as the counter parties are banks with high credit ratings.

Liquidity risk

Liquidity risk arises from the Directors' management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Directors' policy is to ensure that the Group will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, the Directors seek to maintain a cash balance sufficient to meet expected requirements (all amounts due within 30 days).

The Directors have prepared cash flow projections on a monthly basis through to 31 October 2024. At the end of the year under review, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

14. Capital risk management

The Directors' objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for Shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. During the year, the Group had been financed by equity. In the future, it is expected that the capital structure of the Group will continue to be financed in this manner with equity attributable to equity holders of the Group, comprising issued share capital and reserves.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. Related party transactions

During the year ended 30 April 2020, Grand Fortune High Grade Limited entered into an employment agreement with Derek Law. Derek Law is a related party by virtue of being the brother of Kit Ling Law (a significant shareholder and former member of the Board of Directors of Grand Fortune High Grade Limited). Under the terms of the employment agreement, Derek Law was employed on a continuous basis as an Executive Deputy Director of Grand Fortune High Grade Limited effective 1 December 2019 and entitled to a monthly salary of HKD 20,000 and a monthly housing allowance of HKD 5,000.

Additionally, at the same time as the resignation of Anthony Wonnacott (1 October 2021) from the board of directors of the Company, Grand Fortune High Grade Limited entered into a consulting agreement with Wonnacott Consulting Professional Corporation (an entity controlled by Anthony Wonnacott) pursuant to which Mr. Wonnacott was engaged as a corporate advisor to the Company with remuneration of £2,500 per month (total charged by Mr. Wonnacott of £30,000 during the year ended 30 April 2023). Mr. Wonnacott is a related party by virtue of being a former director of the Company.

All other amounts owing to directors relate to directors' remuneration accrued as at the year ended 30 April 2023, see note 8 and 11 for a summary.

16. Ultimate controlling party

As at 30 April 2023, Grand Fortune High Grade Limited has no controlling party.