REG - Jade Road Investmts. - INTERIM RESULTS FOR SIX MONTHS ENDED 30 JUNE 2025
24/09/2025 17:00
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RNS Number : 6928A Jade Road Investments Limited 24 September 2025
JADE ROAD INVESTMENTS LIMITED
UNAUDITED INTERIM CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2025
Jade Road Investments Limited (AIM: JADE), the London quoted diversified
investment vehicle focused on providing shareholders with attractive
uncorrelated, risk-adjusted long-term returns, is pleased to announce its
interim results for the six months ended 30 June 2025 ("H1 2025").
Financial Highlights:
· No Interest Income in H1 2025 (H1 2024: US$0.007 million).
· Net loss for H1 2025 of US$ 0.438 million (H1 2024: loss US$ 0.401
million).
· H1 2025 consolidated basic and diluted loss per share* of US$ 1.15
cents (H1 2024: loss US$ 1.10 cents).
· Consolidated Net Liabilities at 30 June 2025 increased to US$ 1.169
million/GBP 0.846 million (31 December 2024: net liabilities US$ 0.812
million/GBP 0.649 million).
· Net Liabilities per share* at 30 June 2025 3.03 US cents (2.21 GB
pence) (31 December 2024: net liabilities per share 2.16 US cents / 1.75 GB
pence).
· Period end cash position of US$ 0.025 million (31 December 2024 : US$
0.059 million).
(*based on number of issued shares following 10:1 share consolidation April
2025)
FOR FURTHER INFORMATION, PLEASE CONTACT:
Jade Road Investments Limited +9715 2806 8918
John Croft
Zeus Capital Limited - Nominated Adviser and Sole Broker +44 (0) 20 7220 1666
James Joyce
Andrew de Andrade
Website
www.jaderoadinvestments.com
About Jade Road Investments
Jade Road (JADE) is quoted on the AIM Market of the London Stock Exchange and
is focused on seeking the best risk-adjusted returns globally. The Company
strategy is to provide financing globally, primarily backed by real assets,
focusing on income-production and on seeking the best risk-adjusted returns
globally.
Chairman's Statement
Since the Company divested its assets in May 2024, the Board has been actively
pursuing opportunities to recapitalize the business and adopt a new investing
strategy. Despite discussions taking place with several parties, no
transaction was concluded during the reporting period.
As a result, the Company's accounts for the 2024 financial year and the first
half of 2025 reflect limited activity, comprising only essential operating
expenses alongside non-cash interest and fair value charges recognized through
profit or loss on certain financial instruments.
In September 2025, the Company announced a strategic partnership with NOIA
Capital (NOIA). Through an investment of £1.2 million, NOIA has acquired
approximately 83% ownership of the Company.
NOIA intends to raise further capital, thereby diluting its holding over time,
whilst redirecting JADE's investment focus to mid/late-stage technology
businesses - an area in which NOIA brings extensive expertise.
We are delighted to be working with the NOIA team on this exciting
transformation which the Board believes will create long-term value for the
Company.
As an immediate priority, the Company intends to deploy the capital from
NOIA's investment in line with its Investing Policy prior to 29 November 2025
such that it would have substantially implemented the policy by that date.
Should the Company fail to make such investments in line with its Investing
Policy by that date and/or the Company's shares are not readmitted to trading
the admission of the Company's securities on AIM will be cancelled in line
with AIM Rule 41.
I would like to take this opportunity to thank the Company's advisors and
shareholders for their patience and support while we have been working to
secure a sustainable future for the Company.
John Croft
Chairman
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Year ended
30 June 30 June 31 December
2025 2024 2024
Note Unaudited Unaudited Audited
US$000 US$000 US$000
Income from unquoted financial assets - - -
Finance income from loans - 7 7
Gain on disposal - - -
Gross portfolio income - 7 7
Fair value changes on financial assets at fair value through profit or (loss) - - (26)
Foreign exchange on unquoted financial assets at fair value through profit or - (2) 8
(loss)
Net portfolio income/(loss) - 5 (11)
Administrative expenses (403) (399) (857)
Operating loss (403) (394) (868)
Fair value credit on financial liabilities 57 - 33
Share based payment charge - - (4)
Finance expense (92) (7) (400)
(35) (7) (371)
Loss before taxation (438) (401) (1,239)
Taxation 5 - - -
Loss and total comprehensive expense for the period ((1)) (438) (401) (1,239)
Loss per share 7
Basic (cents US)((2)) (1.15) (1.10) (3.44)
Notes
1. The results above relate to continuing operations.
2. Loss per share for 30 June 2024 and 31 December 2024 has been adjusted for
10:1 share consolidation 11 April 2025 for the purpose of comparison to 30
June 2025.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note 30 June
2025 30 June 31 December
Unaudited 2024 2024
US$000 Unaudited Audited
US$000 US$000
Assets
Other receivables 9 12 26 26
Cash and cash equivalents 25 59 27
Total assets 37 85 53
Liabilities
Other payables and accruals 600 434 664
Convertible debt - host liability 479 - 145
Convertible debt - derivative liability 119 - 56
Current liabilities 1,198 434 865
Total liabilities 1,198 434 865
Net liabilities (1,161) (349) (812)
Equity and reserves
Share capital 11 151,659 151,686 152,057
Treasury share reserve 11 (267) (754) (754)
Share based payment reserve 2,940 2,936 2,940
Accumulated losses (155,493) (154,217) (155,055)
Total equity and reserves attributable to owners of the parent (1,161) (349) (812)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Treasury share reserve Share Accumulated losses Total
capital US$'000 based US$000 US$000
US$000 payment
reserve
US$000
Group balance at 1 January 2024 151,686 (754) 2,936 (153,816) 52
Loss and total comprehensive expense for the period - - - (401) (401)
Total comprehensive loss for the period - - - (401) (401)
Group balance at 30 June 2024 151,686 (754) 2,936 (154,217) (349)
Loss for the period - - - - -
Other comprehensive income - - - (838) (838)
Total comprehensive income for the period - - - (838) (838)
Issue of shares net of issue costs 371 - - - 371
Issue of warrant instruments - - 4 - 4
371 - 4 - 375
Group balance at 31 December 2024 and 1 January 2025 152,057 (754) 2,940 (155,055) (812)
Loss for the period - - - (438) (438)
Total comprehensive loss for the period - - - - -
Issue of shares in the period 89 - - - 89
Cancellation of shares in the period (487) 487 - - -
(398) 487 - - 89
Group balance at 30 June 2025 151,659 (267) 2,940 (155,493) (1,161)
Movements to and balances at 30 June 2024 and 30 June 2025 are unaudited
figures.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Year ended
30 June 30 June 31 December
2025 2024 2024
Unaudited Unaudited Audited
US$'000 US$'000 US$'000
Cash flow from operating activities
Loss before taxation (438) (401) (1,239)
Adjustments for:
Income from unquoted financial assets - (7) (7)
Share based payment charge - - 4
Finance expense 92 7 400
Exchange loss 51 - (4)
Fair value changes on convertible debt at fair value through profit or loss (57) - (33)
Realised loss on disposal of unquoted assets - - 26
Increase/(Decrease) in other receivables 14 (7) (7)
Increase/(Decrease) in other payables and accruals (64) (111) (461)
Net cash used in operating activities (402) (519) (399)
Cash flows from investing activities
Sale proceeds of unquoted financial assets at fair value through profit or - 500 474
loss
Finance income - - 7
Net cash generated from investing activities - 500 481
Cash flows from funding activities
Issue of Shares 89 - -
Proceeds of convertible loan notes issued 311 - 100
Payment of interest on loan - - (232)
Net cash generated used in financing activities 400 - (132)
Net outflow in cash & cash equivalents during the period (2) (19) (50)
Cash and cash equivalents and net debt at the beginning of the period 27 77 77
Cash & cash equivalents and net debt at the end of the period 25 58 27
NOTES TO THE FINANCIAL INFORMATION
1. CORPORATE INFORMATION
The Company is a limited company 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, P.O. Box
3140, Road Town, Tortola, British Virgin Islands VG 1110 and its principal
place of business is 19/F., CMA Building, 64 Connaught Road Central, Central,
Hong Kong.
The Company is quoted on the AIM Market of the London Stock Exchange (code:
JADE).
The principal activity of the Company is investment holding. The Company is
principally engaged in investing and is focused on seeking the best
risk-adjusted returns globally. The Company will provide financing globally,
primarily backed by real assets, with a primary focus on income-production on
seeking the best risk-adjusted returns globally. Its recently announced tie up
with NOIA will see its investment focus turn to late stage technology
companies offering investors both income and strong capital appreciation.
The condensed consolidated unaudited interim financial information was
approved for issue on date 2025.
2. BASIS OF PREPARATION
The condensed consolidated interim financial information has been prepared in
accordance with International Accounting Standard ("IAS") 34 "Interim
Financial Reporting" and presented in US Dollars.
3. PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated interim financial information has been prepared on
the historical cost convention, as modified by the revaluation of certain
financial assets and financial liabilities at fair value through the income
statement.
The accounting policies and methods of computation used in the condensed
consolidated financial information for the six months ended 30 June 2025 are
the same as those followed in the preparation of the Group's annual financial
statements for the year ended 31 December 2024 and are those the Group expects
to apply into financial statements for the year ending 31 December 2025. There
was no impact on the Company's accounting policies as a result of any new or
amended standards which became applicable for the current accounting period.
The seasonality or cyclicality of operations does not impact the interim
financial information.
4. 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.
5. TAXATION
The Company is incorporated in the BVI and its subsidiary in Hong Kong. The
Company is not subject to any income tax in the BVI. The subsidiary does not
engage in any business activities or generate income in Hong Kong; therefore
it is not subject to taxation in Hong Kong.
6. DIVIDEND
The Board does not recommend the payment of an interim dividend in respect of
the six months ended 30 June 2025 (30 June 2024: Nil).
7. LOSS PER SHARE
The calculation of the basic and diluted loss per share attributable to owners
of the Group is based on the following:
Six months ended Year ended
30 June 30 June 31 December
2025 2024 2024
US$000 US$000 US$000
Numerator
Basic/Diluted: Net loss 438 401 1,239
Number of shares
'000 '000 '000
Denominator
Basic: Number of / Weighted average shares((1)) 38,225 350,713 360,139
Dilutive effect of warrants((2)) - - -
Diluted: Adjusted weighted average shares - 350,713 360,139
Loss per share
Basic/diluted (cents US) 1.15 1.10 3.44
Notes
1. On 11 April 2025 the Company's issued share capital was consolidated into 1
ordinary share of no par value for each 10 existing shares of no par value.
The reported loss per share for 30 June 2024 and 31 December 2024 have been
adjusted accordingly for comparison with the six month period ended 30 June
2025.
2. For the six month period ending 30 June 2024 and the year ended 31 December
2024, the warrants issued and convertible loans notes were anti-dilutive and
therefore there is no impact on the weighted average shares in issue for any
of the reporting periods.
8. UNQUOTED FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR
LOSS
30 June 30 June 31 December
2025 2024 2024
US$000 US$000 US$000
At the beginning of the period - 500 500
Fair value changes through profit and loss - - (26)
Disposals - (500) (474)
At the end of the period - - -
9. OTHER RECEIVABLES AT AMORTISED COST
30 June 30 June 31 December
2025 2024 2024
US$000 US$000 US$000
Prepayments 12 26 26
At the end of the period 12 26 26
10. LOANS AND BORROWINGS
30 June 30 June 31 December
2025 2024 2024
US$000 US$000 US$000
Convertible debt - host liabilities at amortised cost 479 - 145
Convertible debt - derivative liabilities at fair value through profit and 119 - 56
loss
Total loans and borrowings 598 - 201
The movement in loans and borrowings is as follows:
30 June 30 June 31 December
2025 2024 2024
US$000 US$000 US$000
Opening balance 145 3,843 3,843
Interest expenses accrued 92 - 29
Foreign exchange gain 50 - (4)
Interest paid - - (232)
Proceeds of convertible debt 311 - 100
Extinguishment of liability through issue - 109
Transferred on completion of divestment - (3,843) (3,611)
Closing balance 598 - 145
11. SHARE CAPITAL
Number of Amount
Shares US$000
Issued share capital at 31 December 2024 383,193,134 152,057
Shares issued in the period 6,863,000 89
Shares cancelled in the period (4,832,200) (487)
385,224,934 151,659
Issued share capital following 10:1 share consolidation at 30 June 2025((Note 38,522,265 152,057
1) (Note 2))
Treasury shares at 31 December 2024 7,480,004 (754)
Shares cancelled in period (4,832,200) 487
Treasury shares after cancellation 2,647,804 (267)
Treasury shares following 10:1 share consolidation at 30 June 2025 ((Note 1)) 264,780 (267)
11. SHARE CAPITAL (CONTINUED)
Notes
1. On 11 April 2025, the Company cancelled 4,832,200 ordinary shares held in
treasury reducing the number of shares in issue to 385,223,934 ordinary
shares. The Company then executed a 10:1 share consolidation into 38,522,365
consolidated ordinary shares (net of rounding-down adjustment in respect of
the cancellation of fractional entitlements). The number of shares held in
treasury was reduced on the cancellation from 7,480,004 to 2,647,804 ordinary
shares and on consolidation into 264,780 consolidated ordinary shares
2. Under the BVI corporate laws and regulations, there is no concept of
nominal (or "par") value and "share premium", and all proceeds from the issue
of no-par value equity shares are deemed to be the issued share capital of the
Company.
12. FINANCIAL INSTRUMENTS
Financial assets
As at As at As at
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Other receivables at amortised cost 14 26 26
Cash and cash equivalents at amortised cost 25 59 27
Financial assets 39 85 53
Financial liabilities
As at As at As at
30 June 30 June 31 December
2025 2024 2024
US$'000 US$'000 US$'000
Other payables and accruals at amortised cost 600 434 664
Convertible debt - host liability at amortised cost 479 - 145
Convertible debt - derivative liability at fair value through profit or loss 119 - 56
Financial liabilities 1,198 434 865
13. RELATED PARTY TRANSACTIONS
During the period under review, the Group entered into the following
transactions with related parties and connected parties:
30 June 30 June 31 December
2025 2024 2024
US$000 US$000 US$000
Remuneration payable to Directors 92 - 274
Heirloom Investment Management LLC*:
Administration Fee - - 150
*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.
14. EVENTS AFTER THE REPORTING PERIOD
On 11 September 2025 the company raised £1.2m via a subscription for 200
million shares at a subscription price of £0.006 from NOIA Capital (DIFC) Ltd
(NOIA) (Subscription).
NOIA is a growth-focused multi-family office and investment firm committed to
generating long-term, risk-adjusted returns through a diversified platform of
funds and strategies. Established in 2019 with an initial focus on digital
assets and direct investments, NOIA today enables investors to participate
across both public and private markets through a variety of tailored
strategies. The firm operates across multiple regions, with teams based in
Dubai, Brussels, London, Geneva, and Luxembourg and is licensed and regulated
in Dubai.
Jade's strategy through its relationship with NOIA is to provide Jade with
access to the opportunity to invest in and benefit from the growth of leading
private technology companies-an opportunity typically reserved for
professional investors such as family offices, venture capital, and private
equity firms. The objective is to deliver long-term capital appreciation
through a carefully selected and diversified portfolio of high-quality,
mid/late-stage technology businesses. At the same time, Jade will aim to
provide liquidity that a public company offers and is otherwise difficult to
access.
As a result of the Subscription, NOIA will own 83.85% of Jade's enlarged
issued share capital. NOIA's holding will trigger either, an obligation on
NOIA to make a mandatory cash offer or, an obviation of that obligation by
resolution of shareholders independent of NOIA.
15. COPIES OF THE INTERIM REPORT
The report is available for download from the
Company's website (www.jaderoadinvestments.com).
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