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Grand Fortune High Grade Limited Annual Financial Report

31/08/2021 7:00am

UK Regulatory (RNS & others)


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Grand Fortune High Grade Limited

31 August 2021

GRAND FORTUNE HIGH GRADE LIMITED

CONSOLIDATED REPORTS AND FINANCIAL STATEMENTS

FOR THE YEARED 30 APRIL 2021

GRAND FORTUNE HIGH GRADE LIMITED

CHAIRMAN'S STATEMENT

FOR THE YEARED 30 APRIL 2021

I am pleased to present the consolidated reports and financial statements for the year from 1 May 2020 to 30 April 2021. During the year, the Group reported a loss of GBP399,083 (loss of GBP415,423 for the period from 1 May 2019 to 30 April 2020) 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 GBP2.0 Million of cash balances.

Following its listing on the London Stock Exchange on 22 May 2017, the Group has been focused on the development, by organic growth, 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 21 January 2021. All items proposed were approved by 100% of the votes cast at the meeting. Following the meeting, the Board of Directors was comprised of Kit Ling Law (re-elected), Angus Irvine (re-elected), Wong Lee Chun (re-elected) and Anthony Wonnacott (re-elected). Kit Ling Law resigned from the Board of Directors on 1 June 2021.

The past two years have been challenging. The challenges of the COVID-19 pandemic have had 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 not been any 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 August 2021

GRAND FORTUNE HIGH GRADE LIMITED

DIRECTORS' CONSOLIDATED REPORT

FOR THE YEARED 30 APRIL 2021

Directors' consolidated report

The directors present their consolidated report together with the audited consolidated financial statements for the year ended 30 April 2021.

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, by organic growth, 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 2021 was GBP399,083 (loss of GBP415,423 for the year ended 30 April 2020) .

The Group had cash at bank and in hand of GBP2,054,661 as at 30 April 2021 . 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.

Events that have occurred since the end of the financial year are detailed in note 16 to the accounts.

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 2021:

   KIT LING LAW                                  -           CHAIRMAN AND CHIEF FINANCIAL OFFICER 
   WONG LEE CHUN                             -           CHIEF EXECUTIVE OFFICER 
   ANGUS SIGURD IRVINE                  -           NON-EXECUTIVE DIRECTOR 
   ANTHONY WONNACOTT                -           NON-EXECUTIVE DIRECTOR 

** Kit Ling Law resigned on 1 June 2021.

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:

 
 Name                                 Number of Ordinary    Approximate % Holding 
                                             Shares 
 
 Kit Ling Law                         32,339,084                   20.21% 
 Hundred River Ltd. (Wong 
  Lee Chun)                           31,996,100                   19.99% 
 
 

Directors' Remuneration

Directors' emoluments are detailed in Notes 9 and 12 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 21 January 2021.

Going concern

The Group is focused on the development, by organic growth, 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 2021, the Group's cash position was GBP2,054,661.

After reviewing the Group's budget for the period ending 31 October 2022 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 14 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 2021, apart from a small amount of interest receivable, the Group did not generate any 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 worldwide emergency measures taken to combat the COVID-19 pandemic may continue, could be expanded, and could also be reintroduced in the future following relaxation. As 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 globally 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, 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.

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 does not comply with 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.

-- 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.

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.

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 August 2021

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF GRAND FORTUNE HIGH GRADE LIMITED

Opinion

We have audited the financial statements of Grand Fortune High Grade Limited and its subsidiaries (the "Group") for the year ended 30 April 2021 which comprise consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statements of changes in equity, consolidated cash flow statements and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation 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 affairs as at 30 April 2021 and of its loss for the year then ended;

-- have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;

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 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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 to adopt the going concern basis of accounting included obtaining management's assessment of going concern, including a cash flow forecast that extended for at least the next 12 months. We produced scenarios to stress test that forecast and to consider whether the Group has the cash resources to continue for at least the next 12 months.

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 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

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be GBP42,000 (FY20 GBP50,000), based on based on approximately 2% of the total assets.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. We determined performance materiality to be GBP30,000 (2020 GBP35,000).

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the board to report to it all identified errors in excess of GBP2,000 (2020: GBP2,500). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

The group is in the early stages of its development and is currently administered from one central operating location, which is the Group's registered office. Our audit work was conducted on records held at that location.

Key Audit Matters

In addition to the matter described in the Conclusion related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

 
 Key audit matter                     How our scope addressed the key audit 
                                       matter 
=================================== 
 Disclosure of related party          We reviewed transactions for evidence 
  transactions                         of potential undisclosed related party 
  The business is controlled           transactions and challenged management's 
  by a small number of individuals     disclosure on related party transactions. 
  in different locations increasing    Where necessary we took representations 
  the risk that related party          from management to confirm that transactions 
  transactions are not identified      were not with related parties. 
  and disclosed. 
===================================  ============================================== 
 

Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion.

Other information

The directors are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. 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.

Responsibilities of the directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 6, 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 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 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 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-- completing a risk-assessment process during our planning for this audit that specifically considered the risk of fraud;

-- enquiry of management about the Group's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;

   --    examining supporting documents for all material balances, transactions and disclosures; 
   --    review regulatory news service published in London Stock Exchange; 

-- enquiry of management, about litigations and claims and inspection of relevant correspondence;

   --    analytical procedures to identify any unusual or unexpected relationships; 

-- specific audit testing on and review of areas that could be subject to management override of controls and potential bias, most notably around the key judgments and estimates, including the carrying value of accruals;

-- considering management override of controls outside of the normal operating cycles including testing the adjustments made in the preparation of the financial statements including evaluating the business rationale of significant transactions, outside the normal course of business.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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

Use of our report

This report is made solely to the Group's members, as a body, in accordance with our agreed terms of engagement. 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.

"Steve Gale"

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

London

27 August 2021

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE YEARED 30 APRIL 2021

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                      Year Ended                  Year Ended 
                                       Note        30 April 2021               30 April 2020 
                                                             GBP                         GBP 
 
 Revenue                                                       -                           - 
 Administrative expenses               4               (399,405)                (415,780) 
 Operating Loss                                        (399,405)                   (415,780) 
 Finance income                                              322                         357 
 Loss before tax                                       (399,083)                   (415,423) 
 Taxation                              5                       -             - 
 Total comprehensive loss for 
  the period attributable to 
  the equity holders of the Group                      (399,083)             (415,423) 
 Loss per Ordinary Share: 
 Basic and diluted (pence)             6                  (0.25)                      (0.26) 
 
 
 
 The notes to the consolidated financial statements form an integral 
 part of these consolidated financial statements. 
 

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE YEARED 30 APRIL 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                 Note                    As at                   As at 
                                                 30 April 2021           30 April 2020 
                                                           GBP                     GBP 
 Assets 
 Current assets 
 Acquired rights                  16                         -                       - 
 Other receivables                7                          -                       - 
 Cash and cash equivalents                           2,054,661               2,451,546 
 Total assets                                        2,054,661               2,451,546 
 
 Equity and liabilities 
 Capital and reserves 
 Share Capital                    10                 4,311,700               4,311,700 
 Share Based Payment Reserve      11                         -                 646.637 
 Accumulated losses                                (2,290,539)             (2,538,093) 
 Total equity attributable to 
  equity holders of the Group                        2,021,161               2,420,244 
 
 Current liabilities 
 Amounts owing to Directors       12                    18,500                  18,302 
 Other payables                   8                     15,000                  13,000 
 Total liabilities                                      33,500                  31,302 
 
 Total equity and liabilities                        2,054,661               2,451,546 
 
 

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 August 2021 and signed on its behalf by

"Wong Lee Chun"

CHIEF EXECUTIVE OFFICER

GRAND FORTUNE HIGH GRADE LIMITED

FOR THE YEARED 30 APRIL 2021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                        Share Based 
                                     Note       Share       Payment   Accumulated 
                                              Capital       Reserve        Losses       Total 
                                                  GBP           GBP           GBP         GBP 
 Balance as at 30 April 2018                4,311,700       646,637   (1,604,283)   3,354,054 
 
 Balance on 30 April 2018                   4,311,700       646,637   (1,604,283)   3,354,054 
 Loss for the year after taxation                   -             -     (518,387)   (518,387) 
 Total comprehensive balances               4,311,700       646,637   (2,122,670)   2,835,667 
 
 Balance as at 30 April 2019                4,311,700       646,637   (2,122,670)   2,835,667 
 
 Balance on 30 April 2019                   4,311,700       646,637   (2,122,670)   2,835,667 
 Loss for the year after taxation                   -             -     (415,423)   (415,423) 
 Total comprehensive balances               4,311,700       646,637   (2,538,093)   2,420,244 
 
 Balance as at 30 April 2020                4,311,700       646,637   (2,538,093)   2,420,244 
 
 Balance on 30 April 2020                   4,311,700       646,637   (2,538,093)   2,420,244 
 Loss for the year after taxation                   -             -     (399,083)   (399,083) 
 Share Based Payments                 11                  (646,637)       646,637           - 
 Total comprehensive balances               4,311,700             -   (2,290,539)   2,021,161 
 
 Balance as at 30 April 2021                4,311,700             -   (2,290,539)   2,021,161 
 

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 YEARED 30 APRIL 2021

CONSOLIDATED CASH FLOW STATEMENT

 
                                                            Year Ended             Year Ended 
                                                         30 April 2021          30 April 2020 
                                                                   GBP                    GBP 
 Cash flows from operating activities 
 
 Loss for the period before taxation                         (399,083)              (415,423) 
 
 Adjustments for non-cash items: 
 Finance income                                                  (322)                  (357) 
 Impairment of Acquired Rights                                       -                      - 
 
 Foreign currency (gain)                                      (43,772)               (13,544) 
 
 Working capital adjustments: 
 (Increase)/Decrease in accounts 
  receivable                                                         -                  9,688 
 
 Increase/(Decrease) in other payables                           2,198                  1,353 
 Foreign currency loss/gain (Bank 
  Charges)                                                      43,772                 13,544 
 Net cash used in operating activities                       (397,207)              (404,739) 
 
 Cash flows from investing activities 
 Acquired Rights                                                     -                      - 
 Interest received                                                 322                    357 
 Net cash flow from investing activities                           322                    357 
 
 (Decrease) in cash                                          (396,885)              (404,382) 
 Cash and cash equivalents, beginning 
  of the period                                              2,451,546              2,855,928 
 Cash and cash equivalents, end of 
  the period                                                 2,054,661              2,451,546 
 

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 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 the year.

   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 functional currency of the Group.

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.

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, by organic growth, of a financial training business in China, and apart from a small amount of interest receivable and a small amount of revenue from the offering of training courses, 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 2021, the Group's cash position was GBP2,054,661.

After reviewing the Group's budget for the period ending 31 October 2022 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. 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.

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.

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.

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

Derecognition of financial liabilities

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

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.

   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.

   4.             Administrative expenses 
 
                                           Year Ended           Year Ended 
                                        30 April 2021        30 April 2020 
                                                  GBP                  GBP 
 Directors' remuneration                      138,198              138,000 
 Key Management personnel                       6,834                8,282 
 Rental Expenses                                3,803               20,004 
 Salaries/Wages                                82,088              103,759 
 Office/General Expenses                       23,712               22,182 
 Legal and professional fees                   97,345              123,695 
 Bank charges                                   3,653                3,715 
 Bad Debt Expense                                   -                9,688 
 Foreign currency (gain) / loss              (43,772)             (13,544) 
 Training materials impairment                      -                    - 
 Share based payments charge                  -                          - 
                                              399,405              415,780 
 

Audit fees of GBP15,000 (2020: GBP13,000) were recognised during the year.

   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. It is the intention of the Group to attempt to offset any revenue against historic costs incurred where such revenue is earned and a taxation reduction on such future revenue may be available. As the Group's expenses exceeded its revenue for the year ended 30 April 2021, it has not accrued any tax amount payable.

   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:

 
                                                 Year Ended          Year Ended 
                                              30 April 2021       30 April 2020 
                                                        GBP                 GBP 
       Loss attributable to equity 
        holders (GBP)                             (399,083)           (415,423) 
       Weighted average number of 
        Ordinary Shares                         160,000,000         160,000,000 
       Earnings per share (pence)                    (0.25)             (0.26) 
 
   7.             Other receivables 

None

   8.             Other payables 
 
                      As at              As at 
              30 April 2021      30 April 2020 
                        GBP                GBP 
 Accruals            15,000             13,000 
                     15,000             13,000 
 
   9.             Key management personnel 

Zhao Zhijun, the management director of GFHG HK, is considered a key management personnel and below is the remuneration that was accrued in the periods below.

 
                    Year Ended       Year Ended 
                 30 April 2021    30 April 2020 
                           GBP              GBP 
 Zhao Zhijun             6,835            8,282 
 

The Directors are also considered the key management personnel and the following directors' remuneration was accrued in the periods below.

 
                                         Year Ended                  Year Ended 
                                      30 April 2021               30 April 2020 
                                                GBP                         GBP 
 Wong Lee Chun                               36,000                      36,000 
 Angus Irvine                                42,000                      42,000 
 Kit Ling Law                                18,000                      18,000 
 Anthony Wonnacott                           42,000                      42,000 
 Directors Fee Adjustment                       198                      42,000 
 
                                            138,198                     138,000 
 

All directors' remuneration was categorized 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.

   10.          Share capital 
 
                                             As at 
                                          30 April                  As at 
                                              2021          30 April 2020 
                                               GBP                    GBP 
 160,000,000 Ordinary Shares             4,311,700              4,311,700 
                                         4,311,700              4,311,700 
 
   11.          Share based payments 

The Group has recognized NIL in respect of share-based payment amounts in each of the years ended 30 April 2021 and 30 April 2020.

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 GBP0.10. The Warrants were conditional on admission on the London Stock Exchange (which was completed on 22 May 2017) and can be exercised at any time until 22 May 2020 (see Note 17).

The following table summarizes the Group's outstanding warrants:

 
                            Year Ended          Share Based          Year Ended          Share Based 
                              30 April              Payment            30 April              Payment 
                                  2021               Charge                2020               Charge 
                                                        GBP                                      GBP 
        Opening Position    19,200,000              646,637          19,200,000              646,637 
                           -----------  -------------------  ------------------  ------------------- 
        Granted                      -                    -                   -                    - 
                           -----------  -------------------  ------------------  ------------------- 
        Exercised                    -                    -                   -                    - 
                           -----------  -------------------  ------------------  ------------------- 
        Expired             19,200,000            (646,637) 
                           -----------  -------------------  ------------------  ------------------- 
        Closing Position             -                    -          19,200,000              646,637 
                           -----------  -------------------  ------------------  ------------------- 
 

The aggregate fair value of the Warrants was estimated at GBP646,637 (fair value of individual warrant was GBP0.0337) using the Black-Scholes valuation model with the following assumptions: expected volatility of 50%, risk-free interest rate of 0.1799% and an expected life of 3 years. Calculation of volatility involves significant judgement by the Directors. Volatility number was estimated based on the range of 36-month end volatilities of the main market index.

   12.          Amounts owing to Directors 
 
                              As at            As at 
                      30 April 2021    30 April 2020 
                                GBP              GBP 
 Directors Fees              18,500           18,302 
                             18,500           18,302 
 

The above Directors fees payable relates to directors' remuneration between 1 May 2018 and the respective periods listed above. As of 30 April 2021, the only amounts owing to Directors are the amounts for fees accrued in February, March and April 2021 as all other outstanding amounts were paid during the year ended 30 April 2021.

   13.          Financial instruments 
 
                                                       As at                      As at 
 Financial assets at amortised                 30 April 2021              30 April 2020 
  cost                                                   GBP                        GBP 
 Other receivables                                         -                          - 
 Cash and cash equivalents                         2,054,661                  2,451,546 
 Total financial assets                            2,054,661              2,451,546 
 Financial liabilities at amortised 
  cost 
 Amounts owing to Directors                           18,500                     18,302 
 Other payables                                       13,000                     13,000 
 Total financial liabilities                          31,500                     31,302 
 
   14.          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 GBP. 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.

 
                                                           Year Ended             Year Ended 
                                                             30 April          30 April 2020 
                                                                 2021 
                                                                  GBP                    GBP 
-------------------------------------------------  ------------------  --------------------- 
        GBP Increases by 10% 
        HKD portion of Cash and cash equivalents             (41,124)                  (995) 
        USD portion of Cash and cash equivalents              (6,743)                (6,939) 
        RMB portion of Cash and cash equivalents              (2,660)                  (682) 
-------------------------------------------------  ------------------  --------------------- 
 
        GBP Decreases by 10% 
        HKD portion of Cash and cash equivalents               50,263                  1,167 
        USD portion of Cash and cash equivalents                8,242                  8,480 
        RMB portion of Cash and cash equivalents                3,251                    834 
 

Period end exchange rates applied in the above analysis are HKD 10.8283 (2020 - HKD 9.65), USD 1.3949 (2020 - USD 1.24) and RMB 9.0250 (2020 - 8.81).

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 GBP2,054,661 as at 30 April 2021. The credit risk from its liquid funds is limited as the counter parties are banks with high credit ratings which have not experienced any losses in such accounts.

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.

The Directors have prepared cash flow projections on a monthly basis through to 31 October 2022. 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.

   15.          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.

   16.          Subsequent events 

None

   17.          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.

All other amounts owing to directors relate to directors' remuneration accrued between May 2018 and the year ended 30 April 2021, see note 9 and 12 for a summary.

   18.          Ultimate controlling party 

As at 30 April 2021, Grand Fortune High Grade Limited did not have any one identifiable controlling party.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END

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