REG - Jade Road Investmts. - Annual Financial Report
03/07/2025 13:15
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RNS Number : 6532P Jade Road Investments Limited 03 July 2025
JADE ROAD INVESTMENTS LIMITED
("Jade Road Investments", "JADE" or the "Company)
Final Results
Jade Road Investments Limited (AIM: JADE), the London quoted company focused
on seeking the best risk-adjusted returns globally, is pleased to announce the
publication of its final results for the year ended 31 December 2024.
Hard copies of the Annual Results are available upon request. The Results are
also available on Jade Road's website:
https://jaderoadinvestments.com/investors/financial-reports
(https://jaderoadinvestments.com/investors/financial-reports) .
For further information, please contact:
Jade Road Investments Limited
+44 (0) 778 531 5588
John Croft
Zeus - Nominated Adviser
+44 (0) 203 829 5000
James Joyce / Andrew de Andrade
Hybridan LLP - Broker
+44 (0) 20 3764 2341
Claire Louise Noyce
Jade Road Investments Limited
Annual Report 2024
Company Description & Investing Policy
Jade Road Investments Limited ("Jade Road" or the "Company") is an Investing
Company operating under AIM rules. The Company has an indefinite life, is
sector agnostic and is targeting assets in any class which will produce income
returns, with a secondary focus on capital gains over time for its
Shareholders. The Company's ordinary share capital is publicly traded on
the Alternative Investment Market ("AIM") market of the London Stock Exchange,
under the ticker symbol "JADE".
Current Investing Policy
The current Investing Policy is as follows:
1) The Company has an indefinite life, is sector agnostic and is targeting
assets in any class which will produce income returns, with a secondary
focus on capital gains over time for its Shareholders.
2) The Company will seek the best risk-adjusted returns globally, with a
preference for investments governed by legal systems that the Company
understands and believes to be reliable.
3) The Company may invest directly into listed securities,
over-the-counter traded securities, currencies, companies, real assets,
contractual obligations, or commodities ("Direct Financings").
4) The Company may provide financing to entities, becoming a lender to, or
a limited partner or shareholder of, an affiliated or third party which
itself has a strategy to invest in underlying listed securities,
over-the-counter traded securities, currencies, companies, real assets,
contractual obligations or commodities ("Indirect Financings").
5) The Company shall ensure that at the time of entering into a Direct
Financing, it shall represent not more than 30% of the Company's net asset
value immediately following the relevant transaction. There is no limit on the
number of investments the Company may take.
6) The Company shall ensure that at the time of entering into an
Indirect Financing, no underlying asset of the indirectly financed entity
shall represent more than 30% of the Company's net asset value immediately
following the relevant transaction.
7) There is no restriction on the duration the Company will hold any
investment nor any restriction on the time for the Company to make its
investments in such assets.
8) The Company will pursue a predominantly passive management
strategy. However, on a case by case basis, it may consider securing
additional governance rights such as observer or board appointments where the
situation or asset dictates such additional oversight.
9) The Company may utilise gearing when appropriate. The Company will
continue to exercise prudence in determining whether prevailing market
conditions and investor expectations warrant the utilisation of any leverage
over its portfolio.
10) The Company will consider issuing its own shares as consideration for
interests in other companies but such cross holdings will be limited to 20 per
cent. of the Company's issued shares in aggregate from time to time.
Chairman's Statement
On 29 May 2024 your Board completed the Company's restructuring by disposing
of all of its legacy Asian assets and transferring them to a separate
privately held company Eastern Champion Limited (SPV) whose shareholders would
be a mirror of the shareholders in JADE, whereby shareholders in JADE received
an equivalent number of shares in the SPV.
Under AIM rules for Investing Companies JADE had until the anniversary of the
legacy asset disposals to demonstrate that it had implemented its investing
policy by making its first investment.
Since completing the restructuring, JADE has been seeking access to new
investment strategies by attracting new investors with specific sector focus.
Whilst discussions with potential such investment groups have been well
advanced, a new investment had not been made by the anniversary date and as a
result JADE's shares were suspended from trading on 29 May 2025.
The Company now has six months from that date to raise new Capital and make
its first qualifying investment, following which its suspension will be
lifted. Under AIM Rules if the Company failed to make a new investment that
meets its Investing Policy by the end of the suspension period it would be
delisted.
In that regard, the Company has announced a £1m placing with Verus Financial
Services Ltd. It is intended that this investment will enable JADE to make its
first qualifying investment within the time allowed.
Further announcements to update shareholders on progress will be made in due
course.
Following the disposal of the legacy assets, Dr George Lam resigned from
Board. I would like to acknowledge Dr Lam's contribution throughout his tenure
as a director of the Company, and I would also like to take this opportunity
to thank the Company's Shareholders and Bondholders for their support in
achieving this successful restructuring which provides an opportunity for the
Company to pursue a different and hopefully more value enhancing future.
John Croft
2 July 2025
Chairman of the Board
Biographies of Directors and Senior Management
Board of Directors
Mr. John Croft, Executive Chairman
John Croft is an experienced Chairman, non-executive Director and executive
with a successful international career in the technology and financial
services sectors.
He is also a non-executive Director at Aura Renewable Acquisitions PLC and
Golden Rock Global PLC, both Special Acquisitions Companies (SPACs) quoted on
the Standard List and AIM respectively of the London Stock Exchange and is
also a non-executive Director at Brazilian Nickel Limited.
He has previously held senior Director level positions in Racal Electronics
and NCR Corporation, following an early career in banking with HSBC and
Citibank.
Hugh Viscount Trenchard, Non-executive Director
Viscount Trenchard began his career as an investment banker at Kleinwort
Benson in 1973. He has more than 40 years' experience of Japanese business,
including 12 years as a resident of Japan. He ran Kleinwort Benson's East
Asian operations for 15 years and was later Head of Japanese Investment
Banking for Robert Fleming & Co. Limited, before working with Mizuho
International plc from 2007 to 2014. He served as a Senior Adviser for Japan
and Korea to Prudential Financial, Inc. from 2002 to 2008. Lord Trenchard is a
member of the House of Lords and a Vice-Chairman of the British-Japanese
Parliamentary Group.
Mr. Charles Stuart Crocker, Non-executive Director
Stuart Crocker served eleven years in the British Army before starting a
banking career primarily with Merrill Lynch and HSBC, in Europe and the Middle
East. Latterly he became the CEO HSBC Private Bank UAE and Oman, and the
Global Head Private Banking Group at Abu Dhabi Islamic Bank. Stuart has been a
member and Liveryman of the Worshipful Company of International Bankers, and a
Freeman of the City of London, since 2006 and became a Fellow of the Institute
of Directors (FIoD) in 2022.
Since 1994 Stuart has been a Director and then Trustee at St
Martin-in-the-Fields in London. He was a founding investor and the first
Non-Executive Chairman of a renewable forestry company, which is now one of
the largest forestry operations in West Africa having planted over 20 million
trees.
Stuart is a founder advisor and shareholder in a multi-award winning FinTech
company in the Middle East. In 2020 he was the Interim-Chairman of an advanced
technology company for ensuring the safety, security and efficiency of people
and assets in some of the world's most difficult places, supporting client
operations in 35 countries. In December 2021 Stuart became Chairman of an
exclusive distributor of clean, ethical beauty brands for women and men.
Current distribution is across the GCC through retail, pharmaceutical,
professional channels and e-commerce.
In May 2022 Stuart was honoured to be invested as a Knight of The Order of St.
George (KStG) at Rochester Cathedral. The Order is a non-profit charity
registered in England and has had special consultative status as an NGO at the
UN Economic and Social Council since 2015.
Directors' Report
The Board (the "Board") of Directors (the "Directors") are pleased to present
their report on the affairs of the Company and its subsidiaries (collectively
referred to as the "Group"), together with the audited financial statements
for the year ended 31 December 2024.
PRINCIPAL ACTIVITIES
The Company was incorporated with limited liability under the laws of the
British Virgin Islands ("BVI"). The Company's shares were admitted to the AIM
Market of the London Stock Exchange on 19 October 2009. The company, along
with its subsidiaries, act as an investment group. During the year, the Asian
legacy assets have been transferred to an independent third party company and
the investments in Heirloom funds have been divested. The Group is currently
operating as a cash shell and seeking reverse takeover transaction.
RESULTS AND DIVIDENDS
The Company recorded a loss before taxation of US$1.3 million (2023: loss
US$17.7 million).
The loss reflects primarily administration expenses of US$0.9 million and US$
0.4 million of interest expense on account of non-cash fair value charges
relating to share based payment of introductory fees and issue of convertible
loan notes (2023: reflects administration expenses of US$ 1.5 million and fair
value decrease on the asset portfolio disposal of US$17.3 million), and
cessation of finance income (2023: US$ 0.8 million). The prior year decrease
in the fair value of the assets was due to the revaluation of the assets to
the value at which they held for disposal at the previous year end and were
transferred to the independent SPV on completion in May 2024.
The Directors are not recommending the payment of a dividend for the year.
REVIEW OF THE BUSINESS
The Group's audited net liabilities value as at 31 December 2024 stood at
US$0.8 million (2023: net assets US$0.2 million) equivalent to approximately
US$(0.002) per share (2023: US$0.001), excluding the effect of treasury shares
held by the Group.
There were no investment assets held by the Company at the year-end.
EVENTS AFTER THE REPORTING PERIOD
The significant events after the reporting period are set out in Note 20 of
the financial statements, none of which impact on the results and net assets
reported in these financial statements.
Since the 31 December 2024 year end the Company has raised, and continues to
raise, further funding for working capital and to make a qualifying
investment, having issued in February 2025 an unsecured convertible loan note
raising £0.25 million and in May 2025 the Company entered into a subscription
agreement to raise a further £1 million which the Company is awaiting pending
close of subscription and receipt of funds.
DIRECTORS AND DIRECTORS' INTERESTS
The Directors who served during the year and up to the date of this report
were as follows:
Mr. John Croft (Chairman)
Hugh Viscount Trenchard
Dr. Lee George Lam (resigned 31 August 2024)
Mr. Stuart Crocker
With the exception of the Convertible loan notes disclosed in Note 17 to the
Financial Statements, other than Directors' contracts of service there were no
contracts in which any Director had a material interest. The Directors who
held office as at 31 December 2024 had the following beneficial interests in
the shares of the Company and Group companies as follows:
Number of ordinary shares of no par value as at 31 December
2024 2023
Direct Indirect Direct Indirect
Mr. John Croft 130,463 10,733 130,463 10,733
Hugh Viscount Trenchard 60,634 - 60,634 -
Dr. Lee George Lam* 101,057 - 101,057 -
Mr. Stuart Crocker 80,845 - 80,845 -
Number of warrants over ordinary shares of no par value as at 31 December
2024 2023
Direct Indirect Direct Indirect
Mr. John Croft 800,000 - 800,000 -
Hugh Viscount Trenchard 400,000 - 400,000 -
Dr. Lee George Lam* 400,000 - 400,000 -
Mr. Stuart Crocker - - - -
* Resigned 31 August 2024
SUBSTANTIAL SHAREHOLDINGS IN THE COMPANY
As far as the Directors are aware at 20 June 2025, the following persons were
interested in 3% or more of the issued share capital of the Company:
Beneficial owner Number of Percentage of
ordinary shares((1)) issued share capital
Heirloom Group((2)) 21,401,847 55.6%
Elypsis Solutions Limited 5,297,347 13.8%
Infinity Capital Group Limited 1,617,931 4.2%
MBM Limited 1,516,054 3.9%
1. Holdings following 10:1 consolidation on 11 April 2025 into 38,522,365
ordinary shares in issue.
2. Heirloom Group includes shareholdings under common control: SPV 2022 II,
Heirloom Investment Management LLC, Ocorian Singapore Trust Company Pte Ltd as
Trustee of Fidelis Fund, Heirloom Fixed Return Fund and Geoff Dover.
FINANCIAL INSTRUMENTS
The Group's use of financial instruments is set out in Note 9 and in Notes
15-17.
FINANCIAL RISK MANAGEMENT OBJECTIVES
Management has adopted certain policies on financial risk management with the
objective of ensuring that appropriate funding strategies are adopted to meet
the Group's short-term and long-term funding requirements, taking into
consideration the cost of funding, gearing levels, and cash flow projections.
The policies are also set to ensure that appropriate strategies are adopted to
manage related interest and currency risk funding and to ensure that credit
risks on receivables are properly managed. In addition, Note 15 to the
financial statements include the Group's objectives, policies, and processes
for managing its capital, its financial risk management objectives, details of
its financial instruments and its exposures to credit risk, interest rate
risk, liquidity risk, price risk, and currency risk.
POLICY AND PRACTICE ON PAYMENT OF CREDITORS
The Group seeks to maintain good terms with all of its trading partners. In
particular, it is the Group's policy to agree appropriate terms and conditions
for its transactions with suppliers and, provided the supplier has complied
with its obligations, to abide by the terms of payment agreed
SHARE CAPITAL
The Company has a single class of shares which is divided into ordinary shares
of no par value.
At 31 December 2024, the number of ordinary shares in issue was 383,193,134,
of which 7,480,000 were held in treasury by the group. Details of movements in
the issued share capital during the year are set out in Note 14 to the
financial statements.
In April 2025 the Company carried out a 10:1 consolidation of its ordinary
shares. The consolidation was directly proportionate to the number of shares
held by each shareholder and did not change the rights attached to the
ordinary shares. Following consolidation there were 38,522,365 ordinary shares
in issue. The consolidation was also reflected in a reduction of the number of
shares held in treasury, and following a partial cancellation at the date of
consolidation, to 264,780 ordinary shares held in treasury.
DIRECTORS' INDEMNITY
The Company's Articles of Association provide, subject to the provisions of
BVI legislation, an indemnity for Directors and officers of the Company in
respect of liabilities they may incur in the discharge of their duties or in
the exercise of their powers, including any liabilities relating to the
defence of any proceedings brought against them which relate to anything done
or omitted, or alleged to have been done or omitted, by them as officers or
employees of the Company.
The Company's policy is to have appropriate directors' and officers' liability
insurance cover is in place in respect of all of the Directors.
EMPLOYEE INFORMATION
As at 31 December 2024, the Group had Nil (2023: Nil) employees excluding
Directors.
CHARITABLE DONATIONS
The Group made no charitable donations during the year (2023: Nil).
GOING CONCERN
The Directors have approved a business plan and cash flow forecast for a
period of twelve months after the date of this report. The forecast is to be
funded by the subscription for £1 million of new shares by Verus Financial
Services Ltd which the Board has determined is sufficient to meet the
Company's ongoing working capital requirement and to pursue its Investment
Policy, including the funding of the qualifying initial investment within the
necessary timeframe to return the Company's shares from suspension to trading
on the AIM market.
Accordingly, the financial statements have been prepared on a going concern
basis and do not include any adjustments that would result if the group was
unable to continue as a going concern.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable laws and regulations.
Company Law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have prepared the Group financial
statements in conformity with EU-adopted International Financial Reporting
Standards. Under Company Law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and the profit and loss of the Group for
that period.
In preparing the financial statements the Directors are required to and
confirm that they have:
• Select suitable accounting policies and then apply them
consistently.
• Make judgements and accounting estimates that are reasonable
and prudent;
• Ensure statements are in conformity with EU-adopted
International Financial Reporting Standards; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue in
business.
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 and enable
them to ensure that the Group financial statements comply with EU-adopted
International Financial Reporting Standards. 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 Financial Statements are published on the Group's website
https://jaderoadinvestments.com (https://jaderoadinvestments.com) . The work
carried out by the Auditor does not involve consideration of the maintenance
and integrity of this website and accordingly, the Auditor accepts no
responsibility for any changes that have occurred to the financial statements
since they were initially presented on the website. Visitors to the website
need to be aware that legislation in the United Kingdom covering the
preparation and dissemination of the financial statements may differ from
legislation in their jurisdiction.
The company is compliant with AIM Rule 26 with regard to the company website.
AUDITOR INFORMATION
The Directors who held office at the date of approval of the Directors' Report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Group's Auditor is unaware; and each Director has
taken all the steps that he ought to have taken as a director to make himself
aware of any relevant audit information and to establish that the Group's
Auditor is aware of that information.
On behalf of the Board
John Croft
2 July 2025
Chairman
Corporate Governance Statement
THE BOARD
The Board of Jade Road Investments Limited, in accordance with the AIM Rules,
adopted an appropriate corporate governance code. It has decided to apply the
Quoted Companies Alliance Corporate Governance Code (the QCA Code). The QCA
Code is a pragmatic and practical corporate governance tool which adopts a
proportionate, principles-based approach which the Board believes will enable
the explanation of how the Company applies the QCA Code and its overall
corporate governance arrangements. The QCA Code is constructed around 10 broad
principles which are set out below together with an explanation of how the
Company complies with each principle, and where it does not do so, an
explanation for that.
As suggested by the QCA, our Chairman, John Croft makes the following
statement in relation to corporate governance:
"As Chairman of the Company, I lead our Board of Directors and have primary
responsibility for ensuring that the Company meets the standards of corporate
governance expected of an AIM investment company of our size. Our over-arching
role as a Board is to monitor the Company's progress with its investing policy
and to ensure that it is being properly pursued. In pursuing that strategy,
our second key focus is to supervise, manage and objectively assess the
performance of our investments. Given there is no executive team in the
Company and no other employees, this direct responsibility is critically
important in terms of delivering value to our shareholders.
We set out below how we as a Board seek to apply the QCA Code, bearing in mind
the particular nature of the Company and its business. Being an investment
company means we are naturally focused on investment strategy and deploying
our cash resources in the most efficient way to produce returns for
shareholders in the medium to long term, balancing the potential risks and
rewards of each investment which our Investment Manager proposes. We have a
rigorous investment process including third-party legal, commercial, and
financial due diligence, site visits, management meetings, and independent
valuations where relevant. The output of this work is consolidated and
presented to the Board by the Investment Manager in high-quality investment
presentations which are reviewed and discussed at length at investment board
meetings. We are not a large corporate with multiple stakeholders and, as
noted above, our Board is primarily non-executive as at the year end. We,
therefore, intend to take a pragmatic approach to governance structures and
processes and whilst retaining a high-performance culture at Board level,
adopt policies and procedures which we think are appropriate to an investment
company on AIM."
The Board, the Investment Manager and Board Committees
The Board is responsible for reviewing and approving the Company's Investing
Policy. The Company holds board meetings as required and not less than four
times annually. The Board has constituted committees with responsibility for
overseeing audit, remuneration, valuation and investment matters.
The Board has constituted the following Committees:
The Remuneration Committee constituted by Hugh Viscount Trenchard and Stuart
Crocker.
The Remuneration Committee reviews the scale and structure of the Directors'
remuneration and the terms of their service or employment contracts, including
warrant schemes and other bonus arrangements. The remuneration and terms and
conditions of the non-executive Directors are set by the entire Board, with
Directors absenting themselves, at the appropriate time, from discussions on
matters directly reflecting their remuneration.
The Investment Committee constituted by John Croft, Hugh Viscount Trenchard
and Stuart Crocker.
The Investment Committee has the primary authority to develop the Company's
investment objectives and corporate policies on investing. It reviews and
approves investment opportunities identified by and presented to the Company.
The Committee will at all times be constituted by all the Company's directors.
The Audit Committee constituted by John Croft and Stuart Crocker.
The Audit Committee appoints and determines the terms of engagement of the
Group's auditors and will determine, in consultation with the auditors, the
scope of the audit. The Audit Committee monitors the independence of the
Group's auditor, and the appropriateness of any non-audit services. The Audit
Committee receives and reviews reports from management and the Group's
auditors relating to the interim and annual accounts and the accounting and
internal control systems in use throughout the Group. The Audit Committee has
unrestricted access to the Group's auditors. The Audit Committee makes
recommendations to the Board.
DELIVER GROWTH
Principle 1 Establish a strategy and business model which promote long-term
value for shareholders
Principle
The Board must be able to express a shared view of the Company's purpose,
business model and strategy. It should go beyond the simple description of
products and corporate structures and set out how the company intends to
deliver shareholder value in the medium to long term. It should demonstrate
that the delivery of long term growth is underpinned by a clear set of values
aimed at protecting the company from unnecessary risk and securing its
long-term future.
Compliance
The Company currently has no investments. It will seek to create value through
its Investment Policy by investing in direct financings, pre-IPO investments,
growth private equity, event driven special situations, opportunistic special
situations, and indirect financing.
The Company is sector agnostic in its investment activities.
New investments will be managed actively, including through appropriate
investor protections which will be negotiated on each transaction as
appropriate and relevant.
The Company will consider using debt to finance transactions on a
case-by-case basis and may assume debt on its own balance sheet when
appropriate to enhance returns to Shareholders and/or to bridge the financing
needs of its investment pipeline.
The Company has completed in May 2024 the process of the disposal programme
for its "legacy assets".
The Board maintains a vigilant watch over the current investment climate and
macro-economic conditions worldwide. These factors have the potential to
impact and pose challenges to the Company's execution strategy. This includes
considerations of regulatory and governmental policy changes that may arise,
requiring the Company to adapt and navigate accordingly.
Principle 2 Seek to understand and meet shareholder needs and expectations
Principle
Directors must develop a good understanding of the needs and expectations of
all elements of the Company's shareholder base. The Board must manage
shareholders' expectations and should seek to understand the motivations
behind shareholder voting decisions.
Compliance
The Board is aware of the need to protect the interests of minority
shareholders and the balancing of these interests with those of the majority
shareholder. The Board also considers the terms of the relationship agreement
the Company has entered with its largest shareholder and, where necessary,
will enforce any relevant terms.
The Company regularly updates the market via its RNS news feed of any
disclosable matters and where appropriate, also uses social media platforms to
engage with a wider audience.
The Company publishes all relevant materials, according to QCA definitions, on
its website. This includes annual reports and shareholder circulars.
Principle 3 Take into account wider stakeholder and social responsibilities
and their implications for long-term success
Principle
Long-term success relies upon good relations with a range of different
stakeholder groups both internal (workforce) and external (suppliers,
customers, regulators, and others). The Board needs to identify the Company's
stakeholders and understand their needs, interests, and expectations.
Where matters that relate to the Company's impact on society, the communities
within which it operates or the environment have the potential to affect the
company's ability to deliver shareholder value over the medium to long term,
then those matters must be integrated into the Company's strategy and business
model.
Feedback is an essential part of all control mechanisms. Systems need to be in
place to solicit, consider and act on feedback from all stakeholder groups.
Compliance
The balance of economic value to the Group and environmental and social impact
will be carefully considered, not only throughout acquisition due diligence
for any potential investments but also in the ongoing monitoring of
performance indicators of invested projects, with the maintenance of high
environmental and social standards is a key priority. The Board is conscious
of its responsibilities in relation to society, particularly in developing
economies.
The key resources for the Company are principally its Board of Directors and
the Company's advisory team, including its nominated adviser, brokers,
solicitors, and auditors. The Company rely on a network of intermediaries to
originate investment deal flow. The Board speaks to the advisory team on a
regular basis and takes feedback from it throughout the year. In particular,
it seeks advice in relation to compliance with the AIM Rules and their impact
on its investments from the nominated adviser and solicitors and from the
auditors in relation to accounting matters including net asset value and the
annual audit.
Principle 4 Embed effective risk management, considering both opportunities
and threats, throughout the organisation
Principle
The Board needs to ensure that the Company's risk management framework
identifies and addresses all relevant risks in order to execute and deliver
strategy; companies need to consider their extended business, including the
Company's supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified
risks that the company is able to bear and willing to take (risk tolerance and
risk appetite).
Compliance
Effective risk management in relation to the Company's portfolio is key to the
Board's assessment of investment management and performance. Measuring risk in
each investment case, in terms of both how it can be mitigated and the
potential upside of taking on such risk are critical elements of the analysis
produced by the Company and reviewed by the Investment Committee on each
proposed investment. Similarly, in conducting the managed disposal programme,
the Board is focused on achieving the best possible value for the assets being
disposed of. At the same time, the Board assesses the risk of maintaining
those positions with the potential for further value to be eroded at the same
time as it requires additional time to be spent by the Board. The Board also
considers at all times the requirement under the AIM Rules, to avoid the risk
of delisting, to make and hold investments consistent with its Investment
Policy and to ensure those investments continuing qualification.
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
Principle 5 Maintain the Board as a well-functioning, balanced team led by the
Chairman
Principle
The Board members have a collective responsibility to promote the interests of
the company and are collectively responsible for defining corporate governance
arrangements. Ultimate responsibility for the quality of, and approach to,
corporate governance lies with the Chairman.
The Board (and any committees) should be provided with high-quality
information in a timely manner to facilitate proper assessment of the matters
requiring a decision or insight.
The Board should have an appropriate balance between Executive and
Non-Executive Directors and should have at least two independent Non-Executive
Directors. Independence is a board judgement.
The Board should be supported by committees (e.g., audit, remuneration) that
have the necessary skills and knowledge to discharge their duties and
responsibilities effectively.
Directors must commit the time necessary to fulfil their roles.
Compliance
The Board currently consists of the Executive Chairman and two Non-Executive
Directors.
The Executive Chairman has been involved with the Company since its
predecessor company, China Private Equity Investment Holdings Limited was
admitted to AIM in 2009. Viscount Trenchard and Mr. Stuart Crocker were both
appointed to the Board in 2017 or later. These individuals serve as
Non-Executive Directors and are regarded as independent members.
Each Non-Executive Director is engaged on a rolling contract basis with three
months' notice on either side and is required to commit to a minimum of two
days per calendar month.
The Executive Chairman's roles and responsibilities include but are not
limited to engaging potential clients across Jade Road's domain globally,
initiating and agreeing Terms of Engagement with clients, providing the lead
consultancy services to clients and support the business development of the
Company, liaising with the Company's NOMAD and other advisors in London, and
being the main representative of the Board for making public announcements,
engaging with Shareholders, Investors and other Stakeholders to promote the
Company and its business objectives.
Principle 6 Ensure that between them the directors have the necessary
up-to-date experience, skills, and capabilities.
Principle
The Board must have an appropriate balance of sector, financial and public
markets skills and experience, as well as an appropriate balance of personal
qualities and capabilities. The Board should understand and challenge its own
diversity, including gender balance, as part of its composition.
The Board should not be dominated by one person or a group of people. Strong
personal bonds can be important but can also divide a board.
As companies evolve, the mix of skills and experience required on the board
will change, and board composition will need to evolve to reflect this change.
Compliance
Directors who have been appointed to the Company have been chosen because of
the skills and experience they offer. The identity of each Director and his
full biographical details are provided on the website, which include each
Director's relevant experience, skills, personal qualities, and capabilities.
The current team of Directors offer a mix of investment, quoted company,
sector and geographical expertise and exposure.
The Board has not taken any specific external advice on a specific matter,
other than in the normal course of business as an AIM-quoted company and in
pursuit of the investment policy. There are no internal advisors to the Board.
The Directors rely on the Company's advisory team to keep their skills up to
date and through attending market updates and other seminars provided by the
advisory team, the London Stock Exchange plc, and other intermediaries.
The Investment Manager is the key external adviser to the Board.
Principle 7 Evaluate Board performance based on clear and relevant objectives,
seeking continuous improvement
Principle
The Board should regularly review the effectiveness of its performance as a
unit, as well as that of its committees and the individual Board members.
The Board performance review may be carried out internally or, ideally,
externally facilitated from time to time. The review should identify
development or mentoring needs of individual directors or the wider senior
management team.
It is healthy for membership of the Board to be periodically refreshed.
Succession planning is a vital task for Boards. No member of the Board should
become indispensable.
Compliance
The Board consists predominantly of Non-Executive Directors, the Company
having no employees. In this regard, Board performance and oversight lies
predominantly with the Chairman and other stakeholders, particularly
shareholders. In early 2020, it was determined by the Remuneration Committee
that John Croft be designated as Executive Chairman to align with his time
commitment and contribution to the Company's affairs.
Events are held with shareholders where feedback on the Company's progress is
sought on a regular basis, and this interaction provides valuable input on
Board performance. Advice is also sought on Board composition on an ongoing
basis from the Company's NOMAD.
The composition of the Board is reviewed regularly, and changes made where
appropriate. As the Company recently disposed of its entire asset portfolio
and is now seeking to raise new capital to invest in and/or a business via a
RTO, the Company may look to broaden its skills and experience base by the
appointment of additional Directors and/or advisors in due course.
The Board does not carry out a formal review process.
Principle 8 Promote a corporate culture that is based on ethical values and
behaviours
Principle
The Board should embody and promote a corporate culture that is based on sound
ethical values and behaviours and use it as an asset and source of competitive
advantage.
The policy set by the Board should be visible in the actions and decisions of
the Board. Corporate values should guide the objectives and strategy of the
company.
The culture should be visible in every aspect of the business, including
recruitment, nominations, training, and engagement. The performance and reward
system should endorse the desired ethical behaviours across all levels of the
company.
Compliance
The Board is focused on investment returns for its shareholders and will at
all times seek to make ethical investments, but this is not an investment
focus or determinant for an asset being included in the portfolio. As
discussed above, given the Company is an investment company with no employees
or other internal stakeholders, the Board does not drive a corporate culture
within the business.
Principle 9 Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board
Principle
The Company should maintain governance structures and processes in line with
its corporate culture and appropriate to its:
- size and complexity; and
- capacity, appetite, and tolerance for risk. The governance structures should
evolve over time in parallel with the company's objectives, strategy, and
business model to reflect the development of the company.
Compliance
This section provides full disclosure on the Company's corporate governance.
There are no immediate plans to make any changes to the governance processes
and framework which are described in the commentary above.
The Chairman has overall responsibility for shareholder liaison.
There are no specific matters reserved for the Board.
BUILD TRUST
Principle 10 Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
Principle
A healthy dialogue should exist between the Board and all of its stakeholders,
including shareholders, to enable all interested parties to come to informed
decisions about the Company.
In particular, appropriate communication and reporting structures should exist
between the Board and all constituent parts of its shareholder base. This will
assist:
- the communication of shareholders' views to the Board; and
- shareholders' understanding of the unique circumstances and constraints
faced by the Company.
Compliance
The Board attaches great importance to providing shareholders with clear and
transparent information on the Group's activities, strategy, and financial
position. Details of all shareholder communications are provided on the
Company's website, including historical annual reports and governance-related
material together with notices of all general meetings for the last five
years. The Company discloses outcomes of all general meeting votes.
The Company works with its advisors on managing its communications strategy
and to assist in the review and distribution of regular news and regulatory
announcements. Periodic announcements are made regarding the Company's
activities and in accordance with its reporting calendar, as well as other
market and regional news relevant to the Company's business.
The Company lists contact details on its website and on all announcements
released via RNS, should shareholders wish to communicate with the Board.
Independent Auditor's Report to the Members of Jade Road Investments Limited
Opinion
We have audited the financial statements of Jade Road Investments Limited (the
'group') for the year ended 31 December 2024 which 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 and notes to the financial statements, including
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 company's affairs as
at 31 December 2024 and of its loss for the year then ended; and
· have been properly prepared in accordance with IFRSs 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 company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, 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.
Material uncertainty related to going concern
We draw attention to note 2(c) in the financial statements, which indicates
that the group is reliant on securing further financing to pay existing
overdue creditors and to meet working capital needs as they fall due. Whilst
management is confident that they have secured funding from the potential
investor, these funds have not been received as at the date of this report. As
stated in note 2(c), these events or conditions, indicate that a material
uncertainty exists that may cast significant doubt on the company's ability to
continue as a going concern. Our opinion is not modified in respect of this
matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. However, it should be noted that the use
of the going concern basis is contingent upon the successful completion of the
proposed subscription transaction. Should the deal not materialise, the going
concern assumption may no longer be appropriate. Our evaluation of the
directors' assessment of the company's ability to continue to adopt the going
concern basis of accounting included:
· reviewing management's assessment of going concern and discussing
with management the future strategic plans of the group and sources of funding
that are expected to be available, as well as plans for cash preservation;
· reviewing management-prepared cash flow forecasts up to June 2026,
including checking the mathematical accuracy, and assessing their
reasonableness through reference to current year actual financial information;
· obtaining corroborative evidence for, and providing appropriate
challenge to, the key assumptions and inputs used in the cashflow forecast;
· reviewing the subscription agreements in place with the potential
investor;
· reviewing the adequacy and completeness of disclosures surrounding
going concern in the financial statements; and
· reviewing and corroborating post balance sheet events and any
impact on the assumptions used in the forecast
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
For the purposes of determining whether the financial statements are free from
material misstatement, we define materiality as a magnitude of misstatement,
including omission, that makes it probable that the economic decisions of a
reasonably knowledgeable person, relying on the financial statements, would be
changed, or influenced. We have also considered those misstatements including
omissions that would be material by nature and would impact the economic
decisions of a reasonably knowledgeable person based our understanding of the
business, industry and complexity involved.
We apply the concept of materiality both in planning and throughout the course
of our audit, and in evaluating the effect of misstatements. Materiality is
used to determine the financial statements areas that are included within the
scope of our audit and the extent of sample sizes during the audit.
We also determine a level of performance materiality which we use to assess
the extent of testing needed 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.
In determining materiality and performance materiality, we considered the
following factors:
· our cumulative knowledge of the group and its environment;
· the change in the level of judgement required in respect of the key
accounting estimates;
· significant transactions during the year;
· the stability in key management personnel; and
· the level of misstatements identified in prior periods
Materiality for the financial statements as a whole was set at $18,000 (2023:
$63,200) based on the draft financial statements. We set the materiality
threshold at 2% of total expenses. In prior years, materiality was based on
1.5% of gross assets, however, following the disposal of legacy assets in the
year, gross assets are no longer an appropriate benchmark for assessing the
financial performance as the group is now trading as a cash shell. Expenses
reflect the ongoing operational activity and are a more appropriate indicator
for the risk of material misstatement in the current context as the group is
presently in the process of raising funds and preserving cash until fund
raise.
Performance materiality for the financial statements was set at $12,600 (2023:
$47,400) being 70% (2023: 75%) of the materiality for the financial statements
as a whole. This threshold was considered appropriate in light of the current
size and level of complexity of the group, and our assessment of inherent
risk. Audit work on all the components were performed using a lower
performance materiality, consistent with group audit planning considerations.
We agreed to report to those charged with governance all corrected and
uncorrected misstatements we identified through our audit with a value higher
than $900 (2023: $3,160) for the group. We also agreed to report any other
audit misstatements below that threshold that we believe warranted reporting
on qualitative grounds.
No significant changes have come to light during the audit which required a
revision of our materiality for the financial statements as a whole.
Our approach to the audit
Our audit was risk based and was designed to focus our efforts on the areas at
greatest risk of material misstatement, as well as aspects subject to
significant management judgement or greatest complexity, risk and size. In
designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the financial statements. We tailored the
scope of our audit to ensure that we performed sufficient work to be able to
give an opinion on the financial statements, having regard to the structure of
the group.
The group includes the listed parent company, Jade Road Investments Limited
('Jade BVI') in British Virgin Islands, and its subsidiary, Jade Road
Investments (HK) Limited ('Jade HK') in Hong Kong.
The scope of our audit was based on the materiality and significance of
component operations. Each component was assessed as to whether they were
significant to the group on the basis of size and risk. Based on the
assessment, we have undertaken a full scope audit on Jade BVI and specified
account balance testing over Jade HK.
The group's key accounting function is based United Kingdom and our audit was
performed by our team in London with regular contact maintained with group
management throughout.
In designing our audit approach, we considered those areas which were deemed
to involve significant judgement by the directors, such as the key audit
matters relating to the classification and valuation of convertible loans.
Other judgemental areas were the consideration of future events that are
inherently uncertain impacting going concern. We also addressed the risk of
management override of controls, including evaluating whether there was
evidence of bias by the directors that represented a risk of material
misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
In addition to the matter described in the Material uncertainty 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 this matter
Classification and valuation of convertible loans (Note 2(o) and 17)
During the year, the group raised funds by way of convertible loans amounting Our work in this area included but not limited:
to $209K. The fair value of the loan as at year end was $145K.
· Obtaining and reviewing the convertible loan note agreement including any
The loans fall within the scope of cope of IAS 32 Financial Instruments: subsequent amendments to understand the key terms;
Presentation ("IAS 32"), IFRS 9 Financial Instruments ("IFRS 9") and IFRS 7
Financial Instruments: Disclosures ("IFRS 7").
· Obtaining and evaluating management's assessment of the classification of
the instrument accordance with IAS 32-Financial Instruments: Presentation;
Per IAS 32, management is required to classify the instrument on initial
recognition as a financial liability, embedded derivative or compound
instrument in accordance with the substance of the contractual arrangement and
fair value the components identified as part of classification. · Obtaining management's valuation of the convertible loan notes and
evaluating the key inputs and assumptions used within the model, providing
appropriate challenge through engaging with an internal audit valuations
specialist ; and
There is a risk that the classification and valuation of the convertible loan
notes is not in accordance with the requirements of IAS 32, IFRS 9 and IFRS 13
and may result in inaccurate classification and valuation due to management
bias. · Considering the appropriateness of disclosures included in the financial
statements.
This has been identified as a key audit matter as
1) the balance is material to the financial statements; and
2) there are significant estimates and judgements involved in
management's assessment which is susceptible to incorrect classification and
valuation of convertible loan notes due to management bias.
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 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 company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements 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:
· We obtained an understanding of the group and the sector in which
it operates to identify laws and regulations that could reasonably be expected
to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry
research, application of cumulative audit knowledge and experience of the
sector. We also selected a specific audit team with experience of auditing
entities facing similar audit and business risks.
· We determined the principal laws and regulations relevant to the
group in this regard to be those arising from:
- AIM rules;
- Disclosure and Transparency Rules;
- General Data Protection Regulations;
- Anti-Bribery Act;
- Anti Money Laundering Regulations; and
- Local tax laws and regulations.
The audit team remained alert to instances of non-compliance with laws and
regulations throughout the audit.
· We designed our audit procedures to ensure the audit team considered
whether there were any indications of non-compliance by the group with those
laws and regulations. These procedures included, but were not limited to:
· Making enquiries of management;
· Reviewing Board minutes;
· Obtaining confirmation from group's solicitor on litigations and
directors on compliance with laws and regulations;
· Reviewing the nature of legal and professional fees;
· Reviewing Regulatory News Service announcements; and
· Reviewing post balance sheet events.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls and revenue recognition, inappropriate application of the going
concern assessment in the financial statements and management bias in
determining key accounting estimates and judgements used in relation to the
classification and valuation of convertible loan notes. We addressed this by
challenging the estimates/judgements made by management when auditing these
significant accounting estimates/judgements (refer to the key audit matter and
going concern sections above).
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures, which
included, but were not limited to testing of journals, reviewing key
accounting judgements for evidence of bias (refer to the key audit matter and
going concern sections above) and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.
· Our review of non-compliance with laws and regulations incorporated
the listed parent company. The risk of actual or suspected non-compliance was
not sufficiently significant to our audit to result in our response being
identified as a key audit matter.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://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 company's members, as a body, in accordance
with our engagement letter dated 12 June 2025. Our audit work has been
undertaken so that we might state to the 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 company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Nicholas Joel (Engagement
Partner)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
03 July 2025
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
2024 2023
Notes US$'000 US$'000
Income from unquoted financial assets - 1,090
Finance income from financial assets 7 545
Realised (losses) - (1)
Foreign exchange gains 8 -
Gross portfolio income 3 15 1,634
Fair value changes on financial assets at fair value through profit or loss 4 (26) (17,295)
Net portfolio loss 3 (11) (15,661)
Management fees - (350)
Incentive fees - 43
Administrative expenses (857) (1,171)
Operating loss 5 (868) (17,139)
Fair value credit on financial liabilities 6, 17 33 -
Shared based payment charge 16 (4) -
Finance expense 6,16 (400) (577)
(371) (577)
Loss before taxation (1,239) (17,716)
Taxation 8 - -
Total comprehensive loss for the year (1,239) (17,716)
Loss per share
Basic and diluted loss per share 19 (0.34) cents (5.94) cents
The results reflected above relate to continuing operations.
The accompanying notes on pages 35 to 56 are an integral part of these
financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share capital Treasury share reserve Share based payment reserve Accumulated Total
losses
US$'000 US$'000 US$'000 US$'000 US$'000
Group balance at 1 January 2023 148,903 (615) 2,936 (136,100) 15,124
Loss for the year
Other comprehensive expense - - - (17,716) (17,716)
Total comprehensive loss for the year - - - (17,716) (17,716)
Issue of shares net of issue costs 2,783 - - - 2,783
Repurchase of shares - (139) - - (139)
Group balance at 31 December 2023 151,686 (754) 2,936 (153,816) 52
Loss for the year
Other comprehensive expense - - - (1,239) (1.239)
Total comprehensive loss for the year - - - (1,239) (1,239)
Issue of shares net of issue costs 371 - - - 371
Issue of warrant instruments - - 4 - 4
Total from funding activities 371 - 4 - 375
Group balance at 31 December 2024 152,057 (754) 2,940 (155,055) (812)
The following describes the nature and purpose of each reserve within owners'
equity.
Share capital Amount subscribed for share capital at no par value
Treasury share reserve Cost of the Company's shares re-purchased and held by the Group
Share based payment reserve The share-based payment reserve represents amounts in previous and the current
periods, relating to share-based payment transactions granted as
options/warrants and under the Group's share option scheme (Note 16)
Accumulated losses Represents the cumulative net gains and losses recognised in the statement of
comprehensive income
The accompanying notes on pages 35 to 56 are an integral part of these
financial statements .
Consolidated Statement of Financial Position
As at 31 December 2024
2024 2023
Notes US$'000 US$'000
Current Assets
Unquoted financial assets at fair value through profit or loss 9 - 500
Other receivables 10 26 19
Investments held for sale 11 - 4,290
Cash and cash equivalents 27 77
Total assets 53 4,886
Current Liabilities
Other payables and accruals 12 664 991
Loans 15 - 3,843
Convertible debt-host liabilities 17 145 -
Convertible debt-derivative liabilities 17 56 -
Total liabilities 865 4,834
Net assets (812) 52
Equity and reserves
Share capital 14 152,057 151,686
Treasury share reserve 14 (754) (754)
Share based payment reserve 2,940 2,936
Accumulated losses (155,055) (153,816)
Total equity and reserves attributable to owners of the parent (812) 52
The financial statements were approved by the Board of Directors and
authorised for issue on
2 July 2025 and signed on its behalf by:
John Croft
Chairman
The accompanying notes on pages 35 to 56 are an integral part of these
financial statements .
Consolidated Cash Flow Statement
For the year ended 31 December 2024
2024 2023
US$'000 US$'000
Cash flows from operating activities
Loss before taxation (1,239) (17,716)
Adjustments for:
Income from unquoted financial assets (7) (545)
Share based payment charge 4
Finance expense 400 577
Foreign exchange (4) 47
Fair value changes on unquoted financial assets at fair value through profit - 13,938
or loss
Fair value changes on convertible debt and receivables at fair value through (33) 2,236
profit or loss
Realised loss on disposal of unquoted assets 26 -
Decrease in other receivables (7) 13
Increase/(decrease) in other payables and accruals 461 (323)
Net cash used in operating activities (399) (1,773)
Cash flows from investing activities
Sale proceeds of unquoted financial assets at fair value through 474 250
profit or loss
Finance income 7 -
Purchase of unquoted financial assets at fair value - (750)
Net cash from/(used in) investing activities 481 (500)
Cash flows from financing activities
Issue of shares net of issue costs - 2,763
Purchase of treasury shares - (139)
Proceeds of convertible loan notes issued 100 -
Payment of interest on loan (232) (594)
Net cash generated (used in)/from financing activities (132) 2,030
Net decrease in cash and cash equivalents (50) (243)
Cash and cash equivalents and net debt at the beginning of the year 77 321
Foreign exchange on cash balances - (1)
Cash and cash equivalents and net debt at the end of the 27 77
Year
The accompanying notes on pages 35 to 56 are an integral part of these
financial statements.
JADE ROAD INVESTMENTS LTD
Notes to the Financial Statements
For the year ended 31 December 2024
1. GENERAL INFORMATION
Jade Road Investments Ltd ("Company") is a company limited by shares
incorporated in the British Virgin Islands ("BVI") under the BVI Business
Companies Act 2004 on 18 January 2008. The address of the registered office is
Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British
Virgin Islands VG1110 and its principal place of business is Unit
GA-00-SZ-L1-RT-201, Level 1, Gate Avenue - South Zone, Dubai International
Financial Centre, Dubai, UAE .
The Company is the holding company of a group of companies comprising the
parent and one subsidiary, Jade Road Investments (HK) Limited. The subsidiary
is registered in Hong Kong with registered office address Room 3516, 35/F,
Infinitus Plaza, 100 Des Vouex Road Central, Hong Kong.
The Company is quoted on the AIM Market of the London Stock Exchange (code:
JADE).
It is an Investing Company operating under AIM rules. The Company has an
indefinite life, is sector agnostic and is targeting assets in any class which
will produce income returns, with a secondary focus on capital gains over
time for its shareholders.
2. ACCOUNTING POLICIES
a) Basis of Preparation
The principal accounting policies adopted in the preparation of the financial
statements are set out below.
The Group's financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs and IFRIC interpretations)
as adopted by the EU. The financial statements have been prepared under the
historical cost convention. Financial instruments are measured at fair value
at the end of each reporting period.
Historical cost is generally based on the fair value of the consideration
given in exchange for goods and services.
Fair Value Measurements:
Fair Value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date under current market conditions.
The fair value of investments is first based on quoted prices, where
available. Where quoted prices are not available, the fair value is estimated
using consistent valuation techniques across periods of measurement.
The Group's private credit and equity investments are recorded at fair value
or at amounts whose carrying values approximate fair value. Net gains and
losses, including any interest or dividend income, are recognised in its
profit or loss statement.
In accordance with IFRS 13, fair value measurements are categorised into Level
I, II or III based on the degree to which the inputs to the fair value
measurements are observable and the significance of the inputs to the fair
value measurement in its entirety. These are described as follows:
Level I Fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities.
Level II Fair value measurements are those derived from inputs other than
quoted prices included within Level I that are observable for the assets or
liability, either directly or indirectly.
Level III Fair value measurements are those derived from inputs that are not
based on observable market data.
ACCOUNTING POLICIES (CONTINUED)
b) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities (other than structured entities) controlled by the
Company. Control is achieved where the Company:
§ has the power over the investee;
§ is expected, or has rights, to variable returns from its involvement with
the investee; and
§ has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls a subsidiary if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above.
The Company held investments through a number of unlisted wholly owned special
purpose vehicles ("SPVs") in the prior year. The directors considered the
definition of an investment entity in IFRS10 and the associated application
guidance and consider that the Company meets that definition. Consequently,
the Group's investments in SPVs and the underlying investments are accounted
for at fair value through profit and loss and the SPVs were not consolidated
as subsidiaries. Please see Note 2(o) Critical accounting estimates and
judgements for description of fair value methodology.
Consolidation of a subsidiary other than those held for investment purposes
begins when the Company obtains control over the subsidiary and ceases when
the Company loses control of the subsidiary. Specifically, income and expenses
of a subsidiary acquired or disposed of during the year are included in the
consolidated statement of profit or loss and other comprehensive income from
the date the Company gains control until the date when the Company ceases to
control the subsidiary.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated statement of comprehensive income from the
effective date of acquisition and up to the effective date of disposal, as
appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with those used by
other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in
full on consolidation. Associates are those entities in which the Group has
significant influence, but not control, over the financial and operating
activities.
Investments that are held as part of the Group's investment portfolio are
carried in the balance sheet at fair value even though the Group may have
significant influence over those companies. This treatment is permitted by IAS
28 - Investment in Associates, which requires investment held by venture
organisations to be excluded from its scope where those investments are
designated, upon initial recognition, as at fair value through profit or loss
and accounted for in accordance with IFRS 9, with changes in fair value
recognised in the statement of comprehensive income in the period of change.
The Group has no interests in associates through which it carries on its
business.
c) Going Concern
The Directors have approved a business plan and cash flow forecast for a
period of twelve months after the date of this report. The forecast is to be
funded by the subscription for £1 million of new shares by Verus Financial
Services Ltd which the Board has determined is sufficient to meet the
Company's ongoing working capital requirement and to pursue its Investment
Policy, including the funding of the qualifying initial investment within the
necessary timeframe to return the Company's shares from suspension to trading
on the AIM market.
Accordingly, the financial statements have been prepared on a going concern
basis and do not include any adjustments that would result if the group was
unable to continue as a going concern.
As the funds have not been received as of date, this creates material
uncertainty and therefore auditor's have included material uncertainty in
respect of going concern in the audit opinion.
ACCOUNTING POLICIES (CONTINUED)
d) Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the senior management and Board members. The senior
management and Board members, who are responsible for allocating resources and
assessing performance of the operating segments, have been identified as the
senior management and Board members that make strategic decisions. The Group
is principally engaged in investment business. The Directors consider there is
only one business activity significant enough for disclosure. This activity
consists of entities which operates in a single geographical location, the
UAE.
e) Revenue Recognition
Revenue is recognised when it is probable that the economic benefits will flow
to the Group and when the revenue and costs, if applicable, can be measured
reliably and on the following basis:
§ Dividend income is recognised when the Company's right to receive payment
is established.
§ Interest revenue is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected
life of the financial asset to that asset's net carrying amount.
§ Fair value changes on financial assets represents the overall changes in
net assets from the investment portfolio net of deal-related costs.
f) Impairment of Non-Financial Assets
At each balance sheet date, the Group reviews internal and external sources of
information to determine whether its fixtures, fittings and equipment and
investment in subsidiaries have suffered an impairment loss or impairment loss
previously recognised no longer exists or may be reduced. If any such
indication exists, the recoverable amount of the asset is estimated, based on
the higher of its fair value less costs to sell and value in use. Where it is
not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the smallest group of assets that
generates cash flows independently (i.e., cash-generating unit).
If the recoverable amount of an asset or a cash-generating unit is estimated
to be less than its carrying amount, the carrying amount of the asset or
cash-generating unit is reduced to its recoverable amount. Impairment losses
are recognised as an expense immediately.
A reversal of impairment loss is limited to the carrying amount of the asset
or cash-generating unit that would have been determined had no impairment loss
been recognised in prior years. Reversal of impairment loss is recognised as
income immediately.
g) Financial Instruments
Financial assets and financial liabilities are recognised on the balance sheet
when a group entity becomes a party to the contractual provisions of the
instrument. Financial assets and financial liabilities are initially measured
at fair value. Financial assets at fair value through profit or loss includes
loans and receivables.
Transaction costs that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or loss are recognised
immediately in profit or loss.
Financial assets are classified, at initial recognition, as subsequently
measured at amortised cost or fair value through profit or loss. The
classification of financial assets at initial recognition depends on the
financial asset's contractual cash flow characteristics and the Group's
business model for managing them.
ACCOUNTING POLICIES (CONTINUED)
Unquoted Financial Assets:
Classification
The Group classifies unquoted financial assets as financial assets at fair
value through profit or loss. These financial assets are designated by the
directors as at fair value through profit or loss at inception.
Financial assets designated as at fair value through profit or loss at
inception are those that are managed as part of an investment portfolio and
their performance evaluated on a fair value basis in accordance with the
Group's Investment Strategy.
Recognition/Derecognition
Regular-way purchases and sales of investments are recognised on the trade
date - the date on which the Group commits to purchase or sell the investment.
A fair value through profit or loss asset is derecognised when the Group loses
control over the contractual rights that comprise that asset. This occurs when
rights are realised, expire or are surrendered and the rights to receive cash
flows from the investments have expired or the Group has transferred
substantially all risks and rewards of ownership. Realised gains and losses on
fair value through profit or loss assets sold are calculated as the difference
between the sales proceeds and cost. Fair value through profit or loss assets
that are derecognised and corresponding receivables from the buyer for the
payment are recognised as of the date the Group has transacted an
unconditional disposal of the assets.
Measurement
Financial assets at fair value through profit or loss are initially recognised
at fair value. Transaction costs are expensed through the profit or loss.
Subsequent to initial recognition, all financial assets at fair value through
profit or loss are measured at fair value in accordance with the Group's
valuation policy, as the Group's business is to invest in financial assets
with a view to profiting from their total return in the form of capital growth
and income. Gains and losses arising from changes in the fair value of the
financial assets at fair value through profit or loss are presented in the
period in which they arise. For more information on valuation principles
applied, please see section 2(o) Critical accounting estimates and judgements.
Quoted Financial Assets:
The fair values of financial assets with standard terms and conditions and
traded on active liquid markets are determined with reference to quoted market
bid prices and are classified as current assets. Purchases and sales of quoted
investments are recognised on the trade date where a contract of sale exists
whose terms require delivery within a time frame determined by the relevant
market.
In the opinion of the Directors, cash flows arising from transactions in
equity investments represent cash flows from investing activities.
Allowance for Expected Credit Losses:
An allowance for ECLs may be established for amounts due from credit contracts
within Loans and Receivables where evidence of credit deterioration is
observed. In order to assess credit deterioration, the Group considers
reasonable and supportable information that is relevant and available without
undue cost or effort. This includes both quantitative and qualitative
information and analysis, based on its historical experience and informed
credit assessment, that includes forward-looking information. The main factors
considered include material financial deterioration of the borrower, breach of
contract such as default or delinquency in interest or principal repayments,
probability that a borrower will enter bankruptcy or financial re-organisation
and material decline in the value of the underlying applicable security. ECL
allowances are distinguished from Likely Credit Loss ("LCL") allowances based
on the expectation of a loss. An LCL reserve is established when a loss is
both probable and the amount is known.
ECLs are a probability-weighted estimate of lifetime credit losses. Under the
ECL model, the Group calculates the allowance for credit losses by considering
on a discounted basis the cash shortfalls it would incur in various default
scenarios for prescribed future periods and multiplying the shortfalls by the
probability of each scenario occurring. The allowance is the sum of these
probability weighted
ACCOUNTING POLICIES (CONTINUED)
outcomes. Credit losses are measured as the present value of all cash
shortfalls (i.e., the difference between the cash flows due to the entity in
accordance with the contract and the cash flows that the Group expects to
receive) with a discount factor applied.
Cash and Cash Equivalents:
For the purpose of the cash flow statement, cash equivalents represent
short-term highly liquid investments which are readily convertible into known
amounts of cash, and which are subject to an insignificant risk of change in
value, net of bank overdrafts.
Financial Liabilities
The Group's financial liabilities include other payables and accruals and
amounts due to related parties. All financial liabilities except for
derivatives are recognised initially at their fair value and subsequently
measured at amortised cost, using effective interest method, unless the effect
of discounting would be insignificant, in which case they are stated at cost.
Equity Instruments
Equity instruments issued by the Group are recorded at the proceeds received,
net of direct issue costs.
h) Investment in Subsidiaries
Investments in subsidiaries are stated at cost less provision for any
impairment in value. Under IFRS 10, where the parent company is qualified as
an investment entity, the subsidiaries have been deconsolidated from the Group
financial statements.
i) Taxation
The charge for current income tax is based on the results for the period as
adjusted for items that are non-assessable or disallowed. It is calculated
using tax rates that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is provided, using the liability method, on all temporary
differences at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. However,
if the deferred tax arises from initial recognition of an asset or liability
in a transaction other than a business combination that at the time of the
transaction affects neither the accounting profit nor taxable profit or loss,
it is not accounted for.
The deferred tax liabilities and assets are measured at the tax rates that are
expected to apply to the period when the asset is recovered or the liability
is settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the balance sheet date. Deferred tax assets are
recognised to the extent that it is probable that future taxable profit will
be available against which the deductible temporary differences, tax losses
and credits can be recognised.
j) Dividends
Dividends payable are recorded in the financial statements in the period in
which they meet the IAS 32 definition of having been declared.
k) Share Based Payments
The Group has applied the requirements of IFRS 2 "Share Based Payments". The
Group issues share options/warrants as an incentive to certain key management
and staff (including Directors) and its Investment Manager. The fair value of
options/warrants granted to Directors, management personnel, employees and
Investment Manager under the Company's share option/warrant scheme is
recognised as an expense with a corresponding credit to the share-based
payment reserve. The fair value is measured at grant date and spread over the
period during which the awards vest. The fair value is measured using the
Black Scholes Option pricing model.
The Group, on events as determined appropriate by the Directors, may issue
options/warrants to key consultants, advisers and suppliers in payment or part
payment for services or supplies provided to the Group. The fair value of
options/warrants granted is recognised as an expense with a corresponding
credit to the share-based payment reserve. The fair value is measured at grant
date and spread over the period during which the options/warrants vest. The
fair value is measured at the fair value of receivable services or supplies.
ACCOUNTING POLICIES (CONTINUED)
The options/warrants issued by the Group are subject to both market-based and
non-market based vesting conditions.
Non-market vesting conditions are not taken into account when estimating the
fair value of awards as at grant date; such conditions are taken into account
through adjusting the equity instruments that are expected to vest.
The proceeds received, net of any attributable transaction costs, are credited
to share capital when options/warrants are converted into ordinary shares.
l) Earnings Per Share
The Group calculates both basic and diluted earnings per share in accordance
with IAS 33 "Earnings per Share". Under IAS 33, basic earnings per share is
computed using the weighted average number of shares outstanding during the
period. Diluted earnings per share is computed using the weighted average
number of shares during the period plus the period dilutive effect of options
outstanding during the period. Potential ordinary shares are only treated as
dilutive if their conversion to shares would decrease earnings per share or
increase loss per share from continuing operations.
m) Share Issue Expenses
Share issue expenses are written off against the share capital account arising
on the issue of share capital.
n) Convertible Loan Notes ("CLN")
CLN that demonstrate the same attributes as the Company's
issued are treated as equity instruments. CLN that are not equity are compound
instruments, adjusted to account for the underlying host debt component which
is treated as a financial liability and for the convertible component which is
treated as a derivative liability. The liabilities are fair valued on initial
recognition (issue date) and at each year end, the change in fair value
charged or credited, and the effective interest cost charged, through profit
or loss.
o) Critical Accounting Estimates and Judgements
Preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. 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 judgements about carrying values of assets and liabilities that are not
readily apparent from other sources.
In particular, significant areas of estimation, uncertainty and critical
judgements in applying accounting policies that have the most significant
effect on the amount recognised in the Financial Statements are in the
following areas:
Embedded derivative liability - convertible loan notes
The Group issued a convertible loan (CLN) with embedded derivative features,
which necessitates significant judgement in determining the classification of
the derivative as either equity or a financial liability. This judgement
considers the contractual terms of the conversion option, assessing whether
the derivative meets the criteria for classification as equity in accordance
with the requirements of IAS 32 - Financial Instruments: Presentation. The CLN
was classified as a derivative financial liability (DFL) and is held at fair
value through profit or loss (FVTPL).
For CLNs where the embedded derivative is classified as a financial liability,
an option-pricing model is applied to determine fair value, considering the
complex terms and variability of the conversion feature.
For CLNs classified as containing a DFL held at FVTPL, the Group uses a risk
weighted Black Scholes model to estimate the fair value of the DFL on initial
recognition, at each reporting date, and upon conversion events. Key inputs in
the risk weighted Black Scholes model include the Company's share
ACCOUNTING POLICIES (CONTINUED)
price, share price volatility, the risk free interest rate, and assumptions
regarding the timing and probability of conversion.
Changes in any of these assumptions may significantly impact the fair value of
the derivative liability, potentially resulting in profit or loss variations.
Management regularly reassesses these inputs, utilizing historical data and
market-based assumptions to ensure that the fair value estimation reflects the
economic substance of the convertible instrument.
p) Foreign currency translation
Functional and Presentation Currency
Both the functional and presentational currency of the Group's entities are
the United States Dollar. The financial statements are presented in United
States Dollars and rounded to the nearest thousand dollars, except when
otherwise indicated.
Transactions in foreign currencies are converted into the functional
currency on initial recognition, using the exchange rates approximating those
ruling at the transaction dates. Monetary assets and liabilities at the end of
the reporting period are translated at the rates ruling as of that date.
Non-monetary assets and liabilities are translated using exchange rates that
existed when the values were determined. All exchange differences are
recognised in profit or loss.
q) Assets held for sale
In the prior year, the Group reached an agreement to dispose of legacy assets
held by the Group. These assets, along with the convertible loan note issued
by the Group, were divested to an independent third party for nil
consideration. The agreement was completed in May 2024. Conditions required
for the sale completed had not all been met at 31 December 2023, and therefore
it was not considered an adjusting event in the prior year for the purposes of
IAS 10 Events after the reporting period. However, as the sale was highly
probably and a buyer for the assets had already been agreed at 31 December
2023, those assets met the criteria to be considered assets held for sale
under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
The assets held for sale were being transferred at nil consideration. However,
the convertible loan notes issued by the Group and HCIL payable were also
being transferred. The value of the loan notes was considered to represent the
fair value of the legacy assets, and therefore the assets were impaired to
this value in the prior year and no fair value adjustment is required in the
31 December 2024 financial statements for the completion in May 2024.
New Standards, Amendments to Standards or Interpretations adopted in these
financial statements:
No standards, amendments or interpretations which became effective from 1
January 2024 had an impact on the Group Financial Statements.
ACCOUNTING POLICIES (CONTINUED)
Standards, amendments and interpretations to existing standards that are not
yet effective and have not been early adopted by the Company in the 31
December 2024 financial statements
i) New and amended standards adopted by the Group
The following new standards have come into effect this year however they have
no impact on the Group:
Accounting Effective period commencing on or after
Standard
IAS 1 (Amendments) Classification of Liabilities as Current or Non-Current, further amended 1 January 2024
partially by amendments Non-current Liabilities with Covenants
ii) New EU-adopted International Standards and Interpretations not yet adopted
The following amendments are effective for the period beginning 1 January
2025:
Accounting Effective period commencing on or after
Standard
IAS 21 (Amendments) The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability 1 January 2025
The Group is evaluating the impact of the new and amended standards above
which are not expected to have a material impact on the Group's results or
shareholders' funds.
There are no other IFRSs or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Company.
3. SEGMENT INFORMATION
The operating segment has been determined and reviewed by the senior
management and Board members to be used to make strategic decisions. The
senior management and Board members consider there to be a single business
segment, being that of investing activity. The reportable operating segment
derives its revenue primarily from structured equity and debt investment in
several companies and unquoted investments.
4. FAIR VALUE CHANGES ON FINANCIAL ASSETS AT FAIR VALUE
THROUGH PROFIT OR LOSS
2024 2023
Unquoted Financial Assets US$'000 US$'000
Income through profit or loss 7 1,090
Equity fair value adjustments:
- Meize/ Swift Wealth - (8,801)
- FMHL - (1,538)
- ICG - (1,659)
- DocDoc - (3,016)
- Other (26) (15)
(26) (15,029)
Foreign exchange on unquoted financial assets at fair value through profit or
loss
8 2
Total fair value changes on unquoted financial assets at fair value through (11) (13,937)
profit or loss
2024 2023
Loans & Receivables financial assets US$'000 US$'000
Income through profit or loss - 545
Fair value adjustments:
- FMHL (Accrued interest) - (532)
- CJRE (Project Nichlaus) - (1,736)
Total fair value changes on Loans & Receivables at fair value through - (1,723)
profit or loss
Expected Credit Loss Provision
Balance at 1 January - 6,038
ECL charged (utilised) to profit or loss - (6,038)
Balance at 31 December - -
FAIR VALUE CHANGES ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
(CONTINUED)
The impact of foreign exchange on the investments in the portfolio is as
follows:
2024 2023
US$'000 US$'000
FMHL - 2
Foreign exchange on unquoted financial assets at fair value through profit or - 2
loss
CJRE - (44)
Foreign exchange on loans and receivables - (44)
- (1)
Cash
Foreign exchange on portfolio - (43)
5. OPERATING LOSS
Operating loss is stated after charging/(crediting) expenses:
2024 2023
US$'000 US$'000
Investment Manager fee/(credit) - 350
Investment Manager incentive fee - (43)
40 51
Fees to the Group's auditor
Directors' remuneration 274 321
Professional fees 518 727
Business travel expenses 8 19
Share based payment charge 4 -
Finance expense 400 11
Other expenses 17 67
The prior year Investment Manager's incentive fee negative charge was a result
of warrants owed (not issued) revalued to their prevailing share price at 31
December 2023 (also see Note 16).
6. NET FINANCE EXPENSE
2024 2023
US$'000 US$'000
Interest from financial assets measured at fair value through profit and loss 7 545
Finance income 7 545
Fair value of share settled expense (371) -
Fair value of share warrants expense (4) -
Interest payable on debt (29) (577)
Finance cost (404) (577)
Net finance expense (393) (32)
Net finance income reported in the year relates to interest income and expense
accruing on the divested legacy assets and corporate loan prior to the
divestment completion in May 2024.
7. DIRECTORS' REMUNERATION
Short term employment benefits 2024 2023
US$ US$
John Croft 144,757 167,000
Hugh Trenchard 40,866 44,795
Lee George Lam (to date of resignation 31 August 2024) 30,705 46,000
Stuart Crocker 57,302 63,000
273,630 320,795
Directors' remuneration includes all fees, bonuses, commission payable and
housing allowance. There were no social security liabilities arising. There
was no pension cost incurred during 2024 (2023:US$ Nil).
There are no employees within the group other than the Directors (2023: Nil)
8. TAXATION
The Group companies are incorporated in the BVI and Hong Kong. Companies are
not subject to any income tax in the BVI. The Group does not engage in any
business activities or generate income in Hong Kong; therefore no liability
arises to taxation in Hong Kong.
9. UNQUOTED FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2024 2024 2023 2023
Unquoted financial assets Loans and Unquoted financial assets Loans and
receivables receivables
US$'000 US$'000 US$'000 US$'000
Balance as at 1 January 500 - 18,227 1,769
Additions - - 750 -
Fair value changes through profit or loss (26) - (13,937) (2,301)
Transferred to held for sale - - (4,290) -
Disposal (474) - (250) -
Finance income on loans - - - 532
Balance as at 31 December - - 500 -
The Group disposed of its unquoted financial assets on completion in May 2024
of the legacy assets divestment.
SPVs
The unlisted open-ended investments below are defined as SPVs and were
reported at the fair value of their underlying investments described above at
31 December 2023. All were divested on completion of the legacy assets
transfers in May 2024.
Name of SPV Country of Percentage owned Principal activities
Incorporation At 31 December
2024 2023
Lead Winner Limited BVI - 100% Investment Holdings
Dynamite Win Limited BVI - 100% Investment Holdings
Future Metal Holdings Limited BVI - 100% Investment Holdings
Swift Wealth Investments Limited BVI - 100% Investment Holdings
Ultimate Prosperity Limited BVI - 100% Investment Holdings
TNP Asia Limited BVI - 100% Investment Holdings
Eastern Champion Limited BVI - 100% Investment Holdings
Further details of financial assets are set out in Note 15, and investment
valuation methodologies are set out in Note 2(o) Critical accounting estimates
and judgements.
10. LOANS AND OTHER RECEIVABLES AT FAIR VALUE THROUGH PROFIT OR LOSS
2024 2023
US$'000 US$'000
Other receivables- prepayments 26 19
26 19
2024 2023
US$'000 US$'000
FLMHL
Accrued PIK interest - 532
Fair Value Adjustments - Accrued Interest - (532)
Gross loans receivable - -
As at 31 December 2023, Loans represent the Fook Lam Moon Holdings Ltd
convertible bond accrued Paid-in-Kind ("PIK") interest. This balance was
included within the legacy assets and transferred and transferred on
divestment completion in May 2024. As described in Note 9, the value of this
asset was considered to be zero.
11. ASSETS HELD FOR SALE
2024 2023
US$'000 US$'000
Opening balance - -
Transferred from unquoted investments at fair value through profit or loss - 4,290
(Future Metal Holdings Limited)
Assets available for sale - 4,290
The assets held for sale represented the legacy assets of the group. The
Group's previously held an investment portfolio that include a number of
investments in the form of structured loans or equity instruments in private
companies operating in emerging markets. In the second half of 2023, the Board
took the decision to restructure the Company by disposing of all of its legacy
Asian assets, the loan note, and the payable to the Company's previous
Investment Manager Harmony Capital Investors Limited and in May 2024 completed
the divestment into a separate privately held company (the "SPV") whose
shareholders became a mirror of the shareholders in the Company.
12. OTHER PAYABLES AND ACCRUALS
2024 2023
US$'000 US$'000
Accounts payable 456 794
Directors Remuneration accrued 147 75
Other accruals 61 122
Other payables and accruals 664 991
13. LOANS AND BORROWINGS
2024 2023
US$'000 US$'000
Corporate debt - 3,843
Convertible debt-host liabilities at amortised cost 145 -
Convertible debt-derivative liabilities at fair value through profit and loss 56 -
Total loans and borrowings 201 3,843
The movement in loans and borrowings is as follows
2024 2023
US$'000 US$'000
Opening balance 3,843 3,859
Interest expense accrued 29 577
Forex (4)
Transferred on completion of divestment (3,611) -
Interest paid (232) (593)
Proceeds of convertible debt 100 -
Extinguishment of liability through issue 109 -
Fair value adjustment (89) -
145 3,843
Closing balance
i. Terms and conditions of the corporate debt is as follows:
Currency Interest rate Year of maturity
Secured loan notes US$ 17% 2024
The corporate debt of US$3.8 million (including interest) was proceeds from
loan notes issued to a family office investor, with a related debenture which
constitutes a fixed over the assets and undertakings of the Company.
Capitalised debt issue costs were fully amortised at 31 December 2023.
This bond was transferred as part of the legacy asset divestment completed in
May 2024 .
ii. The terms and conditions of the convertible loan notes are set out in
Note 17.
iii. Reconciliation of movements of liabilities & equity to cashflows
arising from financing activities( over page):
LOANS AND BORROWINGS (CONTINUED)
Corporate debt Share capital/ premium Treasury reserve Convertible loan notes
US$'000 US$'000 US$'000 US$'000
Opening balance at 1 January 2024 3,843 151,686 (754) -
Changes through cash flows:
Proceeds of Convertible Debt - - - 100
Payment of interest (232) - - -
Total changes from financing cashflows (232) - - 100
Other changes:
Issue of shares as Share based payment - 371 - -
Interest expense accrued - - - 29
Forex - - - (4)
Extinguishment of liability through issue - - - 109
Fair value adjustment - - - (89)
Transferred as part divestment (3,611) - - -
Total other changes to liabilities (3,611) 371 - 45
Closing balance at 31 December 2024 - 152,057 (754) 145
Corporate Share capital/ premium Treasury reserve
debt
US$'000 US$'000 US$'000
Opening balance at 1 January 2023 3,859 148,903 (615)
Changes from cashflows
Issue of shares - 2,763 -
Purchase of treasury shares (139)
Payment of interest (593) - -
Total changes from financing cashflows (593) 2,763 (139)
Other changes:
Interest expense 577 20 -
Total other changes to liabilities 577 20 -
Closing balance at 31 December 2023 3,843 151,686 (754)
For non-cash movement on account of investing activities refer to Note 9.
For Convertible loan notes refer to Note 17.
14. SHARE CAPITAL AND TREASURY SHARE RESERVE
Share capital
Number of shares amount
US$'000
Issued share capital excluding treasury shares at 1 January 2024 350,713,130 150,932
Issued in year 25,000,000 371
Issued share capital excluding treasury shares at 31 December 2024 375,713,130 151,303
Consisting of authorised, called-up and fully paid ordinary shares of no par
value each:
At 1 January 2024 358,193,134 151,686
Issued in year 25,000,000 371
Authorised, called-up and fully paid ordinary shares of no par value each at 383,193,134 152,057
31 December 2024
Held as treasury shares by the Company: 7,480,004 754
At 1 January 2024 and at 31 December 2024
On 11 April 2025 the Company cancelled 4,832,200 shares held in treasury and
consolidated its issued share capital at that date into 38,522,365 ordinal
shares (Note 20).
15. FINANCIAL INSTRUMENTS
Financial Risk Management Objectives and Policies
Management has adopted certain policies on financial risk management with the
objective of ensuring that:
(i) appropriate funding strategies are adopted to meet the
Company's and Group's short-term and long-term funding requirements taking
into consideration the cost of funding, gearing levels, and cash flow
projections;
(ii) appropriate strategies are also adopted to manage related
interest and currency risk funding; and
(iii) credit risks on receivables are properly managed.
Financial instruments by category
The accounting policies for financial instruments have been applied to the
line items below:
Financial assets
2024 2023
US$'000 US$'000
Unquoted financial assets at fair value through P&L - 500
Other receivables at amortised cost 26 -
Cash and cash equivalents at amortised cost 27 77
Financial assets 53 577
FINANCIAL INSTRUMENTS (CONTINUED)
Financial liabilities
2024 2023
US$'000 US$'000
Other payables and accruals at amortised cost 663 991
Convertible debt- host liability at amortised cost 145 -
Convertible debt- derivative liability at fair value through profit and loss 56 -
account
Corporate debt at amortised cost - 3,843
Financial liabilities 864 4,834
The Company had agreed an extended maturity of the corporate debt issued to 31
December 2023, which were divested in May 2024. All other financial
liabilities are due within 12 months.
Financial assets at fair value through profit or loss
The following table provides an analysis of financial instruments that are
measured subsequent to initial recognition at fair value, grouped into Levels
1, 2, or 3 based on the degree to which the fair value is observable as
described in Note 2(a) Basis of preparation:
2024 2023
US$'000 US$'000
Level 3
Unquoted financial assets at fair value through profit or loss (Note 9) - 500
- 500
There were no financial assets at fair value through profit or loss held at
the 31 December 2024 year end. The table below sets out prior year information
about significant unobservable inputs used at 31 December 2023 in measuring
material financial instruments categorised as Level 3 in the fair value
hierarchy:
Significant unobservable inputs used in measuring fair value - Level 3
Description Fair value hierarchy Valuation technique Significant unobservable input(s) Relationship of unobservable inputs to fair value
Fair value at 31 Dec 2023 US$'000
Heirloom Investment Fund SPC $250 Level 3 Net asset value of fund Not applicable Not applicable
Heirloom Litigation Funding $250 Level 3 Net asset value of fund Not applicable Not applicable
FINANCIAL INSTRUMENTS (CONTINUED)
Financial liabilities at fair value through profit or loss
The following table provides an analysis of financial instruments that are
measured subsequent to initial recognition at fair value, grouped into Levels
1, 2, or 3 based on the degree to which the fair value is observable as
described in Note 2(a) Basis of preparation:
2024 2023
US$'000 US$'000
Level 3
Convertible debt- derivative liability 56 -
56 -
The terms of the convertible loan notes and Level 3 valuation inputs are set
out in Note 17.
There were no transfers between levels in the current period. Carrying values
of all financial assets and liabilities (not measured at fair value through
profit or loss) are approximate to their fair values.
Credit Risk
The Group's credit risk is primarily attributable to other receivables.
Management has a credit policy in place and the exposure to credit risks are
monitored on an ongoing basis.
The Group's maximum exposure to credit risk is represented by the total
financial assets held by the Group.
Interest Rate Risks
The Group currently operates with positive cash and cash equivalents as a
result of completing the legacy assets divestment and issuing £0.08 million
(US$0.1million) of Sterling-denominated convertible loan notes for current
funding requirements. The convertible loan notes do not carry an interest
coupon.
Effective interest cost is measured by the Company based on comparable market
borrowing rates of interest for similar loans, without a conversion feature,
which may change at each date of measurement.
Liquidity Risk
The Group manages its liquidity requirements by the use of both short-term and
long-term cash flow forecasts. The Group's policy to ensure facilities are
available as required is to issue equity share capital and/or loan notes in
accordance with long-term cash flow forecasts.
The Group's financial liabilities are primarily administrative expenses. All
such expenses are due for payment in accordance with agreed settlement terms
with professional firms, and all are due immediately. The Company has no debt
to be cash settled.
Market (Price and valuation) Risk
The Group completion of the divestment of its investment portfolio of legacy
assets in May 2024. The Group had no market price risk exposure at the year
end.
During the year under review, the Group did not hedge against movements in the
value of its investments prior to divestment. In the prior year a 10% increase
/ decrease in the fair value of investments would have resulted in a US$0.05m
increase / decrease in the net asset
value.
Currency Risks
Management considers that foreign currency exposure is not significant to the
Group and as such, there is no hedging of foreign currencies.
Capital Management
The Group's financial strategy is to utilise its resources to grow a Group
portfolio. The Group keeps investors and the market informed of its progress
through regular announcements and raises additional finance at appropriate
times when market conditions allow.
FINANCIAL INSTRUMENTS (CONTINUED)
The Company will regularly revies and manages its capital structure for any
portfolio to maintain a balance between the higher shareholder returns that
might be possible with certain levels of borrowings for a portfolio and the
advantages and security afforded by a sound capital position and makes
adjustments to the capital structure of the portfolio in the light of changes
in economic conditions.
The capital structure of the Company and the Group consists of cash and cash
equivalents, convertible loan notes the components of which are variously
classified as prepaid equity and derivative liability, and equity comprising
issued capital and reserves.
16. SHARE BASED PAYMENTS
16.1 Ownership-Based Compensation Scheme for Senior Management
The Group has an ownership-based compensation scheme for senior management of
the Group. In accordance with the provisions of the plan, senior management
may be granted warrants to purchase ordinary shares. Each warrant converts
into one ordinary share of Jade Road Investments Limited on exercise. No
amounts are paid or payable by the recipient of the warrants. The warrants
carry neither rights to dividends nor voting rights. Warrants may be exercised
at any time from the date of vesting to the date of their expiry.
At 31 December 2024, there were 1,600,000 warrants outstanding (2023:
1,907,882), issued to the Company's Directors in 2017 in respect of services
provided to the Group, at an exercise price of US$1.21 per share. The warrants
will expire in 2027, on the tenth anniversary of the date of grant.
In the event that a Director's appointment is terminated for any reason, then
in such circumstances each Director's subscription rights shall, to the extent
he/she has not been issued or exercised either (i) prior to the date of
termination (Date of Termination); or (ii) within the period of 60 days
immediately following the Date of Termination, be immediately cancelled.
16.2 Equity Compensation Scheme for Investment Manager
The Group had an equity compensation scheme for its Investment Manager of the
Group (then, Harmony Capital Investors Limited). In accordance with the
provision of the scheme, the Investment Manager was granted warrants in
2017-2019 to subscribe for 8 million ordinary shares issued in five equal
tranches at an exercise price of US$1.21 per share (number and price adjusted
for consolidation undertaken by the Company on 20 September 2017). No amounts
were paid or are payable by the recipient of the warrants. The warrants carry
neither rights to dividends nor voting rights. Warrants may be exercised at
any time from the date of vesting to the date of their expiry on the tenth
anniversary of the date of grant. Shares issued on any exercise of the
Investment Manager's warrants are subject to an orderly market period, which
is 12 months after each date of issue and during any orderly market period the
Investment Manager undertakes to the Company and its broker not to effect any
disposal of the relevant shares without the Investment Manager first giving
written notice.
All warrants are equity-settled, the only condition for the Directors and
Investment Manager on warrants granted is that the warrants holder remains in
the office when the warrant is exercised. Warrants over 8,000,000 shares
granted to Harmony Capital Investors Limited ceased to be exercisable on
termination during the year of its appointment as Investment Manager (over
page):
SHARE BASED PAYMENTS (CONTINUED)
2024 2023
Number of warrants Weighted average exercise price US$ Number of warrants Weighted average exercise price US$
Balance at beginning of the financial year 20,604,063 0.13 17,567,663 0.84
Issuance during the financial year
- Shareholders and advisors 7,032,738 0.03 11,004,064 0.01
Expired during the financial year (8,000,000) - (7,967,663) 0.80
Balance at end of financial year 19,636,802 0.11 20,604,064 0.55
Exercisable at end of financial year 19,636,802 0.11 20,604,064 0.55
The weighted-average remaining contractual life of outstanding warrants at 31
December 2024 was 1.84 years a (2023: 4 years). During the year there has been
a credit of US$ Nil (2023: US$0.2 Mn) relating to share-based compensation of
the Investment Manager.
16.3 Warrant issues related to divestment of Legacy Assets and termination of
Investment Manager
During the year the Company issued 2,568,452 new warrants to divesting
corporate debt holders and 4,464,286 new warrants on settlement with the
terminated Investment Manager over a total of 7,032,738 ordinary shares, at an
average exercise price of US$0.027 per share, exercisable to maturities of 2
or 3 years. The Company measured the initial recognition at date of issue and
has fair valued the warrants using the Black Scholes method based on the Level
3 inputs listed:
Estimated life to date of exercise 2.0 years
Translated US$ exercise prices per GBP share US$ 0.0270-0.0350
Translated US$ market on issue per GBP share US$ 0.0175
Annual risk free rate((1)) 2.81%
Share price change velocity (standard deviation)((2)) 19.90%
Dividend payable 0.00%
Black Scholes average value of call option per share US$ 0.0492
(1) Source: average market yield of UK Government 2-Year Bonds
(2) Source: London Stock Exchange daily trading data of JADE.L
The valuation results in share based payment expense through the Income
Statement (profit or loss account) of US$ 4k recorded, credited to the
Company's Share based payment reserve (refer to the Consolidated Statement of
Change in Equity statement).
17. CONVERTIBLE LOAN NOTES
The Company issued unsecured Convertible loan notes in September 2024, to an
advisor in respect of capital raising, and to Non-executive directors in
settlement of accrued and unpaid remuneration to 31 August 2024. The Notes do
not carry an interest coupon and have a maturity and conversion period of 10
months from the date of issue. The Notes may be converted by either the
holders or the Company giving notice at any time before or on the maturity
date; or be redeemed for cash at the option of the Company. Conversion is
conditional only on giving of notice. The Notes may be converted at a 30%
discount to the average closing market price of the Company's shares over the
30 business days preceding the date of notice.
CONVERTIBLE LOAN NOTES (CONTINUED)
The Company has assessed the Convertible loan note instrument and deemed it to
be a hybrid instrument in accordance with IFRS9 and has determined that the
instrument has the attributes of a financial liability with a derivative
conversion feature. As the instrument is not interest-bearing, fair value
adjustment has been made to recognise a comparable market interest rate for a
similar loan without the benefit of the convertible feature. The Company used
the Black Scholes valuation method which was undertaken for a variety of
scenarios, being conversion at different market prices and rates of price
change, and in different timeframes over the period of convertibility of the
loan, with a fair value determined for each and being assigned a risk
weighting based on management's assessment of the probability of each scenario
being the likely outcome, with the risk weighted average fair value being
taken as the best estimate for fair value of the embedded derivative:
On initial recognition and as at 31 December 2024
Estimated life to date of exercise (range) 3.5 - 10.0 months
Discounted price per US$ 1.00 unit of Notes US$ 0.70
Market price per US$ 1.00 unit of Notes US$ 1.00
Annual risk free rate((1)) 4.30%
Share price change velocity (standard deviation)((2)) (range) 20-75%
Dividend yield Nil
Market price of ordinary share £0.0017
(1) Source data: average market yield of UK Government 1-Year Bonds
(2) Source: data London Stock Exchange daily trading data of JADE.L
The Company has concluded that the output values are relatively insensitive
the magnitude of variation in the assumption used and would expect the
statistical degree of error in the values stated to be within the range of +/-
20%. The analysis of the fair value on initial recognition is set out in the
following table:
The analysis of the fair value resulting from similar revaluation at 31
December 2024, and the charge or credit for movement in liabilities, is set
out in the following tables:
18. RELATED PARTY TRANSACTIONS
Directors
As reported in Note 17 Convertible loan notes totalling £86,920 (US$108,833)
were issued to Directors on 25 September 2024. These were issued to: G Lam
£25,350, H Trenchard £23,570, and S Crocker £38,000, all in settlement of
unpaid fees to 31 August 2024.
During the year, the Company and the Group entered into the following
transactions with related parties and connected parties under existing
contracts:
2024 2023
US$'000 US$'000
Remuneration payable to Directors (see Note 7) 274 321
Heirloom Investment Management LLC*:
Administration Fee 150 47
Harmony Global Partners Ltd**:
Management Fee - 350
Incentive fee - (43)
* Agreement terminated March 2025
** Agreement terminated March 2024
At the year end, the Company and the Group owed the following amounts to those
related parties and connected parties under existing contracts:
2024 2023
US$'000 US$'000
Directors 147 75
Heirloom Investment Management LLC 150 16
Harmony Global Partners Ltd - 745
19. LOSS PER SHARE
The calculation of the basic and diluted loss per share attributable to the
ordinary equity holders of the Company is based on the following:
2024 2023
US$'000 US$'000
Numerator
Basic/Diluted: Net loss (1,239) (17,716)
No. of shares No. of shares
'000 '000
Denominator
Basic/Diluted: Weighted average shares 360,139 298,477
Loss per share:
Basic/Diluted (0.34) cents (5.94) cents
Ordinary shares held in Treasury by the company totalling 7,480,004 as at 31
December 2024 have been excluded from the weighted average shares calculation.
20. EVENTS AFTER THE REPORTING PERIOD
On 7 February 2025, the Company issued an unsecured convertible loan note
("CLN") raising £250,000. The principal terms on the CLN are zero interest
coupon, maturity of twelve months from the date of issue and conversion at a
fixed price of £0.01.
On 13 March 2025, the Company terminated its agreements with its Investment
Manager, Heirloom Investment Management LLC and issued 6,863,000 ordinary
shares to Heirloom as part of the termination settlement, increasing the
number of shares in issue to 390,056,134 ordinary shares.
On 11 April 2025, the Company cancelled 4,832,200 ordinary shares held in
treasury reducing the number of shares in issue to 385,223,134 ordinary
shares. The Company then executed a 10:1 share consolidation into 38,522,365
consolidated ordinary shares (net of rounding-down adjustment in respect of
the cancellation of fractional entitlements). The number of shares held in
treasury was reduced on the cancellation from 7,480,004 to 2,647,804 ordinary
shares and on consolidation into 264,780 consolidated ordinary shares.
On 6 May 2025, the Company entered into a subscription agreement to raise a
further £1 million to fund working capital and an initial qualifying
investment in line with its Investing Policy. The subscription has not yet
closed pending receipt of funds.
On 29 May 2025 the Company's trading on AIM was temporarily suspended pending
execution of an investment in line with its Investing Policy within six months
of the date of its suspension. Under AIM Rules if the Company failed to make a
new investment that meets its Investing Policy by the end of the suspension
period it would be delisted.
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