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Jade Road Investments Limited
Annual Report 2024
2
Page
Contents
Company Information ...................................................................................................... 3
Company Description & Investing Policy........................................................................ 4
Chairman’s Statement....................................................................................................... 6
Biographies of Directors and Senior Management .......................................................... 7
Directors’ Report .............................................................................................................. 9
Corporate Governance Statement ................................................................................... 14
Independent Auditor’s Report to the Members of Jade Road Investments Limited ...... 24
Consolidated Statement of Comprehensive Income ...................................................... 31
Consolidated Statement of Changes in Equity ............................................................... 32
Consolidated Cash Flow Statement ................................................................................ 34
Notes to the Financial Statements .................................................................................. 35
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Company Information
Directors
Mr. John Croft
– Executive Chairman
Hugh Viscount Trenchard
– Non-executive Director
Mr. Stuart Crocker
– Non-executive Director
Registered Office
Commence House, Wickhams Cay 1
PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
Company Secretary
Conyers Trust Company (BVI) Limited
Commence House, Wickhams Cay 1
PO Box 3140
Road Town, Tortola,
British Virgin Islands VG1110
Principal Place of Business
Unit GA-00-SZ-L1-RT-201
Level 1
Gate Avenue - South Zone
Dubai International Financial Centre
Dubai
UAE
Registrar
Computershare
Investor
Services
(BVI)
Limited, Woodbourne Hall PO Box 3162 Road
Town, Tortola, British Virgin Islands
Depositary Interest Registrar
Computer Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
Registered Agent
Conyers Trust Company (BVI) Limited
Commence House, Wickhams Cay 1
PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
Nominated Adviser
Zeus Capital Limited
82 King Street, Manchester
M2 4WQ
Broker
Hybridan LLP
1 Poultry,
London
EC2R 8EJ
Auditors
PKF Littlejohn LLP
15 Westferry Circus
London E14 4HD
Web site
www.jaderoadinvestments.com
Stock Code
AIM: JADE
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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.
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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.
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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
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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.
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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.
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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.
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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:
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Beneficial owner
Number of
ordinary shares(1)
Percentage of
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
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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
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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. 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
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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.”
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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
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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
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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
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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
19
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
20
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
21
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.
22
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
23
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.
24
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:
25
•
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
26
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
27
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 to $209K. The fair
value of the loan as at year end was $145K.
The loans fall within the scope of cope of IAS 32
Financial Instruments: Presentation (“IAS 32”),
IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7
Financial Instruments: Disclosures (“IFRS 7”).
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.
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.
Our work in this area included but not limited:
• Obtaining and reviewing the convertible loan
note agreement including any subsequent
amendments to understand the key terms;
• Obtaining
and
evaluating
management’s
assessment
of
the
classification
of
the
instrument accordance with IAS 32-Financial
Instruments: Presentation;
• 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
• Considering the appropriateness of disclosures
included in the financial statements.
28
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
29
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
30
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. 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
03 July 2025
London E14 4HD
31
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
2024
2023
Notes
US$’000
US$’000
Income from unquoted financial assets
-
1,090
Finance income from financial assets
7
545
Realised (losses)
-
(1)
Foreign exchange gains
8
-
Gross portfolio income
3
15
1,634
Fair value changes on financial assets at fair value
through profit or loss
4
(26)
(17,295)
Net portfolio loss
3
(11)
(15,661)
Management fees
-
(350)
Incentive fees
-
43
Administrative expenses
(857)
(1,171)
Operating loss
5
(868)
(17,139)
Fair value credit on financial liabilities
6, 17
33
-
Shared based payment charge
16
(4)
-
Finance expense
6,16
(400)
(577)
(371)
(577)
Loss before taxation
(1,239)
(17,716)
Taxation
8
-
-
Total comprehensive loss for the year
(1,239)
(17,716)
Loss per share
Basic and diluted loss per share
19
(0.34) cents
(5.94) cents
The results reflected above relate to continuing operations.
The accompanying notes on pages 35 to 56 are an integral part of these financial statements.
32
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share
capital
Treasury
share
reserve
Share
based
payment
reserve
Accumulated
losses
Total
US$’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 .
33
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 .
34
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 or loss
-
13,938
Fair value changes on convertible debt and receivables at fair
value through profit or loss
(33)
2,236
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
profit or loss
474
250
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
Year
27
77
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, continued
For to the year ended 31 December 2024
35
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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
36
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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
37
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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
38
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
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
39
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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
40
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
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
41
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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
42
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
Standard
Effective period commencing on or after
IAS 1 (Amendments)
Classification of Liabilities as Current or Non-Current, further
amended partially by amendments Non-current Liabilities with
Covenants
1 January 2024
ii) New EU-adopted International Standards and Interpretations not yet adopted
The following amendments are effective for the period beginning 1 January 2025:
Accounting
Standard
Effective period commencing on or after
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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
43
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 profit or loss
(11)
(13,937)
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 profit or
loss
-
(1,723)
Expected Credit Loss Provision
Balance at 1 January
-
6,038
ECL charged (utilised) to profit or loss
-
(6,038)
Balance at 31 December
-
-
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
44
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 loss
-
2
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)
Fees to the Group’s auditor
40
51
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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
45
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
Unquoted
financial assets
2024
Loans and
receivables
2023
Unquoted
financial assets
2023
Loans and
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
Incorporation
Percentage owned
At 31 December
Principal activities
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
Eastern Champion Limited
BVI
BVI
-
-
100%
100%
Investment Holdings
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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
46
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 (Future Metal Holdings Limited)
-
4,290
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
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
47
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)
-
Closing balance
145
3,843
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$3.8 million (including interest) was proceeds from loan notes issued to a family
office investor, with a related debenture which constitutes a fixed over the assets and undertakings of the
Company. Capitalised debt issue costs were fully amortised at 31 December 2023.
This bond was transferred as part of the legacy asset divestment completed in May 2024 .
ii. The terms and conditions of the convertible loan notes are set out in Note 17.
iii. Reconciliation of movements of liabilities & equity to cashflows arising from financing activities( over page):
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
48
LOANS AND BORROWINGS (CONTINUED)
Corporate
debt
Share capital/
premium
Treasury
reserve
Convertible
loan notes
US$’000
US$’000
US$’000
US$’000
Opening balance at 1 January 2024
3,843
151,686
(754)
-
Changes through cash flows:
Proceeds of Convertible Debt
-
-
-
100
Payment of interest
(232)
-
-
-
Total changes from financing cashflows
(232)
-
-
100
Other changes:
Issue of shares as Share based payment
-
371
-
-
Interest expense accrued
-
-
-
29
Forex
-
-
-
(4)
Extinguishment of liability through issue
-
-
-
109
Fair value adjustment
-
-
-
(89)
Transferred as part divestment
(3,611)
-
-
-
Total other changes to liabilities
(3,611)
371
-
45
Closing balance at 31 December 2024
-
152,057
(754)
145
Corporate
debt
Share capital/
premium
Treasury
reserve
US$’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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
49
14. SHARE CAPITAL AND TREASURY SHARE RESERVE
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
Share capital
Number of shares
amount
US$’000
Issued share capital excluding treasury shares at 1 January
2024
350,713,130
150,932
Issued in year
25,000,000
371
Issued share capital excluding treasury shares at 31
December 2024
375,713,130
151,303
Consisting of authorised, called-up and fully paid
ordinary shares of no par value each:
At 1 January 2024
358,193,134
151,686
Issued in year
25,000,000
371
Authorised, called-up and fully paid ordinary shares of no
par value each at 31 December 2024
383,193,134
152,057
Held as treasury shares by the Company:
At 1 January 2024 and at 31 December 2024
7,480,004
754
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
50
FINANCIAL INSTRUMENTS (CONTINUED)
Financial liabilities
2024
2023
US$’000
US$’000
Other payables and accruals at amortised cost
663
991
Convertible debt- host liability at amortised cost
145
-
Convertible debt- derivative liability at fair value
through profit and loss account
56
-
Corporate debt at amortised cost
-
3,843
Financial liabilities
864
4,834
The Company had agreed an extended maturity of the corporate debt issued to 31 December 2023, which
were divested in May 2024. All other financial liabilities are due within 12 months.
Financial assets at fair value through profit or loss
The following table provides an analysis of financial instruments that are measured subsequent to initial
recognition at fair value, grouped into Levels 1, 2, or 3 based on the degree to which the fair value is
observable as described in Note 2(a) Basis of preparation:
2024
2023
US$’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
$250
Level 3
Net asset value of fund
Not applicable
Not applicable
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
51
FINANCIAL INSTRUMENTS (CONTINUED)
Financial liabilities at fair value through profit or loss
The following table provides an analysis of financial instruments that are measured subsequent to initial
recognition at fair value, grouped into Levels 1, 2, or 3 based on the degree to which the fair value is
observable as described in Note 2(a) Basis of preparation:
2024
2023
US$’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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
52
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$1.21 per share (number and price adjusted for consolidation undertaken by the Company on 20 September
2017). No amounts were paid or are payable by the recipient of the warrants. The warrants carry neither rights to
dividends nor voting rights. Warrants may be exercised at any time from the date of vesting to the date of their
expiry on the tenth anniversary of the date of grant. Shares issued on any exercise of the Investment Manager’s
warrants are subject to an orderly market period, which is 12 months after each date of issue and during any
orderly market period the Investment Manager undertakes to the Company and its broker not to effect any
disposal of the relevant shares without the Investment Manager first giving written notice.
All warrants are equity-settled, the only condition for the Directors and Investment Manager on warrants granted
is that the warrants holder remains in the office when the warrant is exercised. Warrants over 8,000,000 shares
granted to Harmony Capital Investors Limited ceased to be exercisable on termination during the year of its
appointment as Investment Manager (over page):
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
53
SHARE BASED PAYMENTS (CONTINUED)
2024
2023
Number of
warrants
Weighted
average
exercise
price US$
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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
54
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:
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
55
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$’000
Remuneration payable to Directors (see Note 7)
274
321
Heirloom Investment Management LLC*:
Administration Fee
150
47
Harmony Global Partners Ltd**:
Management Fee
Incentive fee
-
-
350
(43)
* Agreement terminated March 2025
** Agreement terminated March 2024
At the year end, the Company and the Group owed the following amounts to those related parties and connected
parties under existing contracts:
2024
2023
US$’000
US$’000
Directors
147
75
Heirloom Investment Management LLC
Harmony Global Partners Ltd
150
-
16
745
19.
LOSS PER SHARE
The calculation of the basic and diluted loss per share attributable to the ordinary equity holders of the Company
is based on the following:
2024
2023
US$’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.
JADE ROAD INVESTMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS, continued
For to the year ended 31 December 2024
56
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.