REG - Jade Road Investmts - Final Results
28/04/2026 07:00
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RNS Number : 1098C Jade Road Investments Limited 28 April 2026
JADE ROAD INVESTMENTS LIMITED
("Jade Road Investments", "JADE" or the "Company)
Final Results
Jade Road Investments Limited (AIM:JADE), the London quoted investment company
that looks to provide investors exposure to private mid / late stage
technology companies, is pleased to announce the publication of its final
results for the year ended 31 December 2025.
Hard copies of the Annual Results are available upon request. The Results will
also be available on Jade Road's website:
https://jaderoadinvestments.com/investors/financial-reports.
For further information, please contact:
Jade Road Investments Limited
+44 (0) 778 531 5588
John Croft
Zeus - Nominated Adviser & Sole Broker
+44 (0) 203 829 5000
James Joyce / Andrew de Andrade
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 investing policy of Jade Road is the following:
1. The Company has an indefinite life, is sector-agnostic, and is primarily
focused on and weighted towards mid / late-stage technology investments with a
lesser weighting on earlier stage technology investments. The overarching
objective of the Company is generating long-term capital gains for its
shareholders.
2. The Company will seek the best risk-adjusted returns globally, with a
preference for opportunities in the United States, Europe, and Asia.
3. The Company will primarily take direct stakes in private companies, either
through cash
investments or through issuing its own shares as consideration. It may also
invest through indirect structures (including but not limited to special
purpose vehicles) and in listed securities, futures, Exchange Traded Funds,
Money Market Funds, over-the-counter traded securities, currencies,
convertible securities, forward contracts and contractual obligations or
similar such assets. The Company could take long or short positions in such
assets.
4. At the time of entering into any investment, the Company shall ensure that
such investment does not represent more than 20% of the Company's net asset
value immediately following the relevant transaction, except while the
Company's net asset value is less than $100m. There is no limit to the number
of investments the Company may undertake.
5. With respect to early-stage investments, the Company shall ensure that, on
a cumulative basis, such investments do not represent more than 25% of the
Company's net asset value immediately following the relevant transaction.
6. There are no restrictions on the duration for which the Company may hold
any investment, nor on the timeframe within which the Company must make its
investments. There are no restrictions on the Company's ability to realise or
sell any of its investment portfolio at any time.
7. The Company will pursue a predominantly passive management strategy.
However, on a case-by-case basis, it may seek to secure additional governance
rights, such as observer or board appointments, where circumstances or
specific assets justify enhanced oversight.
8. The Company may utilise gearing when appropriate, applying it selectively
and prudently, and guided by market conditions, liquidity, and investor
expectations.
9. Where the Company issues its own shares as consideration for interests in
other companies, such cross holdings will be limited to 20 per cent of the
Company's issued shares in aggregate from time to time
Chairman's Statement
The 2025 year has been a very busy and transformational time, culminating in
the substantial US$ 1.7 million investment by NOIA Capital, and its support
and engagement in developing a new and exciting investment strategy for Jade
Road Investments. We were delighted to have Nicolas Vassaux, NOIA Capital's
Head of Direct Investment, join the Company's Board as a non-executive
Director in November 2025.
Towards the end of the year, completing on 9 February 2026, the Company
partnered with NOIA Capital to raise US$ 8.35 million from new investors on
which suspension the Company's shares was lifted and the enlarged capital was
re-admitted to trading on the London Stock Exchange Alternative Investment
Market (AIM). This further raise has positioned the Company, with the
continuing strategic engagement of NOIA Capital, to raise further and more
substantial new funding and to commence deployment in execution of its new
Investment Strategy.
In March 2026 our long-serving non-executive directors Hugh Trenchard and
Stuart Crocker, whose contributions I wish to acknowledge with gratitude, left
the Board and we welcomed Yunus Olçer and Christian Reyntjens to the Board
who will chair respectively the Company's Audit, and Investment &
Valuation, committees. Your Board of Directors is very much looking forward to
updating our shareholders on its next development steps, and on taking
opportunities we plan to arise for the Company in pursuing a new and
increasingly value enhancing future.
John Croft
27 April 2026
Chairman of the Board
Biographies of Directors
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 Purpose Acquisitions Companies (SPACs)
quoted on the Standard List (Cash Shells) and AIM respectively of the London
Stock Exchange, and non-executive Director at Brazilian Nickel Limited which
is developing a Nickel and Cobalt project in North-Eastern Brazil.
He has previously held senior Director level positions in Racal Electronics
and NCR Corporation, following an early career in banking with HSBC and
Citibank.
Mr Yunus Olçer, Non-executive Director
Yunus Olcer is an experienced investment manager and currently consults to
NOIA Capital, a Dubai-based multi-family office specialising in growth capital
investments, acting as Portfolio Manager of its public equities hedge fund
investments. He began his career in investment banking at Goldman Sachs in
London, before moving into investment management roles at BlueMountain
Capital, Sikra Capital (Leucadia Investment Management) and Berry Street
Capital, where he focused on global equities, credit and special situations
investments.
He holds a degree in Industrial Engineering and Management from the Technical
University of Berlin, graduating with first-class honours, and also studied
Corporate Finance and Management at Tongji University in Shanghai.
Mr. Christian Reyntjens, Non-executive Director
Christian Reyntjens is the founder of A Black Square, a family office focused
on investments in special situations, real estate, and private equity. The
family office also oversees the family's art collection and maintains
engagement with cultural institutions.
Prior to founding A Black Square, Christian was a Partner at York Capital
Management, where he led the European equity group and co-managed the York
European Opportunities and York European Focus funds. Earlier in his career he
worked in Mergers & Acquisitions at Merrill Lynch in London.
Christian holds an M.S. in Banking and Finance from HEC Lausanne and a B.S.
and M.S. in Management Engineering from the Catholic University of Leuven.
Mr. Nicolas Vassaux, Non-executive Director
Nicolas Vassaux is a Belgian entrepreneur and investor, currently Head of
Direct Deals at NOIA Capital, a Luxembourg-based multi-family office
specializing in growth capital. He co-founded NOIA Capital in 2019, initially
launching one of Europe's earliest regulated digital asset investment funds.
Since then, he has helped expand the firm into a diversified investment
platform deploying internal and external capital across four verticals: listed
equities, direct deals, digital assets, and alternative managers. Nicolas sits
on the board of multiple private companies.
Before founding NOIA Capital, Nicolas worked in the direct investments
division of a Belgian family office, focusing on tech venture capital and
small to mid-sized non-tech companies, where he also took on operational roles
such as CFO and COO within portfolio companies. Earlier in his career, he
spent time at Deloitte in the Growth & Turnaround practice and nearly five
years at Roland Berger, advising on growth strategies, cost-reduction
programs, reorganizations, and M&A.
Nicolas began his career at Degroof Petercam in private wealth portfolio
management. He holds a first-class honours degree from the Solvay Brussels
School and is fluent in French, English, and Spanish.
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 2025.
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 in pursuit of its stated
Investment Strategy.
RESULTS AND DIVIDENDS
The Company recorded a loss before taxation of US$0.8 million (2024: loss
US$1.2 million).
The loss reflects administration expenses of US$0.8 million and adjustments
for non-cash interest expense of US$0.1 million on account of fair value
charges relating to extinguishment of convertible loan notes (2024: US$0.9
million and US$0.4 million respectively).
The Directors are not recommending the payment of a dividend for the year
(2024: US$nil).
REVIEW OF THE BUSINESS
The Group's audited net asset value as at 31 December 2025 stood at US$0.5
million (2024: net liabilities of US$0.8 million) equivalent to approximately
US$0.005 per share (2024: US$0.002), excluding the effect of treasury shares
held by the Group.
There were no investment assets held by the Company at either year-end.
EVENTS AFTER THE REPORTING PERIOD
The significant events after the reporting period are set out in Note 19 of
the financial statements, none of which impact on the results and net assets
reported in these financial statements.
Since the 31 December 2025 year end the Company has raised, and will continue
to raise, further funding for working capital having issued in January 2026
and converted into equity in February 2026, unsecured convertible loan notes
raising US$ 8.35 million (before expenses).
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 (resigned 18 March 2026)
Mr. Stuart Crocker (resigned 18 March 2026)
Mr. Nicolas Vassaux (appointed 17 November 2025)
Mr. Christian Reyntjens (appointed 18 March 2026)
Mr. Yunus Olcer (appointed 18 March 2026)
With the exception of the Convertible loan notes disclosed in Note 16 to the
Financial Statements, other than Directors' contracts of service there were no
contracts in which any Director had a material interest. The Directors holding
office at the date of this report 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:
2025 2024
Direct((3)(4)) Indirect((3)(4)) Direct((3)(4)) Indirect((3)(4))
Mr. John Croft 13,046 1,073 13,046 1,073
Hugh Viscount Trenchard 6,063 - 6,063 -
Mr. Stuart Crocker 8,084 - 8,084 -
Mr. Nicolas Vassaux((1)) - 20,000,000 - -
Mr. Christian Reyntjens((2)) - - - -
Mr. Yunus Olcer((2)) - - - -
Number of warrants over ordinary shares of no par value as at 31 December:
2025 2024
Direct((3)(4)) Indirect((3)(4)) Direct((3)(4)) Indirect((3)(4))
Mr. John Croft 80,000 - 80,000 -
Hugh Viscount Trenchard 40,000 - 40,000 -
Mr. Stuart Crocker - - - -
Mr. Nicolas Vassaux((1)) - - n/a n/a
Mr. Christian Reyntjens((2)) - - - -
Mr. Yunus Olcer((2)) - - - -
Notes:
1. Appointed 17 November 2025. NV has a 10% interest in the holding of NOIA
Capital (DIFC) Limited.
2. Appointed 18 March 2026.
3. Prior year comparative numbers have been adjusted by a factor of 10:1 to
reflect the share combination dated 11 April 2025.
4. All numbers are unadjusted for the further 100:1 share combination carried
out by the Company on 8 January 2026 (note 19).
SUBSTANTIAL SHAREHOLDINGS IN THE COMPANY
As far as the Directors are aware at 31 March 2026, the following persons were
interested in 3% or more of the issued share capital of the Company:
Beneficial owner Number of Percentage of
ordinary shares((5)) issued share capital
Bariç Çakmakçi 2,500,000 23.20%
NOIA Capital (DIFC) Limited 2,000,000 18.56%
FEY AG 1,200,000 11.13%
Askin Gur 1,000,000 9.28%
United First Partners Holdings LLC 800,000 7.42%
Alexandre Hurbain 500,000 4.64%
HDG Marysa Beteiligungs GmbH 500,000 4.64%
Stephane Mardel 400,000 3.71%
Notes:
5. Number of shares resulting from 100:1 share combination on 8 January 2026.
FINANCIAL INSTRUMENTS
The Group's use of financial instruments is set out in Note 9 and in Notes 14
-16.
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 14 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 1 January 2025, 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 13 to the
financial statements.
On 11 April 2025 the Company carried out a 10:1 combination of its ordinary
shares. The consolidation was directly proportionate to the number of shares
held by each shareholder and did not change the rights attached to the
ordinary shares. Following combination 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.
On 8 January 2026 the Company carried out a further 100:1 combination of its
ordinary shares. The consolidation was again directly proportionate to the
number of shares held by each shareholder and did not change the rights
attached to the ordinary shares. Following consolidation there were 2,410,193
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 2,647 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 2025, the Group had Nil (2024: Nil) employees excluding
Directors.
CHARITABLE DONATIONS
The Group made no charitable donations during the year (2024: 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 funded
by the recent conversion of US$8.35 million of convertible loan notes into
equity which the Board has determined is sufficient to meet the Company's
ongoing working capital requirement and to pursue its Investment Policy.
Accordingly, the financial statements have been prepared on a going concern
basis and do not include any adjustments that would result if the group was
unable to continue as a going concern.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable laws and regulations.
Company Law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have prepared the Group financial
statements in conformity with EU-adopted International Financial Reporting
Standards. Under Company Law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and the profit and loss of the Group for
that period.
In preparing the financial statements the Directors are required to and
confirm that they have:
• Select suitable accounting policies and then apply them
consistently.
• Make judgements and accounting estimates that are reasonable
and prudent;
• Ensure statements are in conformity with EU-adopted
International Financial Reporting Standards; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and enable
them to ensure that the Group financial statements comply with EU-adopted
International Financial Reporting Standards. They are also responsible for
safeguarding the assets of the Group and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Financial Statements are published on the Group's website
https://jaderoadinvestments.com (https://jaderoadinvestments.com) . The work
carried out by the Auditor does not involve consideration of the maintenance
and integrity of this website and accordingly, the Auditor accepts no
responsibility for any changes that have occurred to the financial statements
since they were initially presented on the website. Visitors to the website
need to be aware that legislation in the United Kingdom covering the
preparation and dissemination of the financial statements may differ from
legislation in their jurisdiction.
The company is compliant with AIM Rule 26 with regard to the company website.
AUDITOR INFORMATION
The Directors who held office at the date of approval of the Directors' Report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Group's Auditor is unaware; and each Director has
taken all the steps that he ought to have taken as a director to make himself
aware of any relevant audit information and to establish that the Group's
Auditor is aware of that information.
On behalf of the Board
John Croft
27 April 2026
Chairman
Corporate Governance Statement
THE BOARD
The Board of Jade Road Investments Limited, in accordance with the AIM Rules,
adopted an appropriate corporate governance code. It decided to apply the
Quoted Companies Alliance (QCA) Corporate Governance Code (updated 2023). The
QCA Code is a pragmatic and practical corporate governance tool which adopts a
proportionate, principles-based approach which the Board believes will enable
the explanation of how the Company applies the QCA Code and its overall
corporate governance arrangements. The QCA Code is constructed around 10 broad
principles which are set out below together with an explanation of how the
Company complies with each principle, and where it does not do so, an
explanation for that.
As suggested by the QCA, our Chairman, John Croft makes the following
statement in relation to corporate governance:
"As Chairman of the Company, I lead our Board of Directors and have primary
responsibility for ensuring that the Company meets the standards of corporate
governance expected of an AIM investment company of our size. Our over-arching
role as a Board is to monitor the Company's progress with its investing policy
and to ensure that it is being properly pursued. In pursuing that strategy,
our second key focus is to supervise, manage and objectively assess the
performance of our investments. Given there is no executive team in the
Company and no other employees, this direct responsibility is critically
important in terms of delivering value to our shareholders.
We set out below how we as a Board seek to apply the QCA Code, bearing in mind
the particular nature of the Company and its business. Being an investment
company means we are naturally focused on investment strategy and deploying
our cash resources in the most efficient way to produce returns for
shareholders in the medium to long term, balancing the potential risks and
rewards of each investment which our Investment Manager proposes. We have a
rigorous investment process including third-party legal, commercial, and
financial due diligence, site visits, management meetings, and independent
valuations where relevant. The output of this work is consolidated and
presented to the Board by the Investment Manager in high-quality investment
presentations which are reviewed and discussed at length at investment board
meetings. We are not a large corporate with multiple stakeholders and, as
noted above, our Board is primarily non-executive as at the year end. We,
therefore, intend to take a pragmatic approach to governance structures and
processes and whilst retaining a high-performance culture at Board level,
adopt policies and procedures which we think are appropriate to an investment
company on AIM."
The Board, the Investment Manager and Board Committees
The Board is responsible for reviewing and approving the Company's Investing
Policy. The Company holds board meetings as required and not less than four
times annually. The Board has constituted committees with responsibility for
overseeing audit, remuneration, valuation and investment matters.
The Board has constituted the following Committees:
The Remuneration Committee Chair: Nicolas Vassaux
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 Chair: Christian Reyntjens
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 Chair: Yunus Olcer
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 purpose, strategy and business model which promotes
long-term value for shareholders
Application
(a) The board must be able to express a shared view of the company's
purpose, business model and strategy.
(b) A company's purpose is its essential reason for being. The business
model and strategy should fall out of this. A board should be able to explain,
beyond a simple description of products and corporate structures, how the
company intends to deliver shareholder value in the medium to long-term.
(c) In explaining the strategy, the board should have specific long-term
objectives against which it can determine if the company is succeeding and in
so doing delivering on its purpose.
(d) The board 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 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: Promote a corporate culture that is based on ethical values and
behaviours
Application
(a) The board should embody and promote a corporate culture that is based on
sound ethical values and behaviours, and which is supportive of the delivery
of the company's established purpose, strategy and business model.
(b) The desired culture should be reflected in the actions and decisions of
the board and executive management team. Corporate values should guide the
objectives and strategy of the company.
(c) The culture should be visible throughout the company's operations,
including recruitment, nominations, training, and engagement. The performance
and reward system throughout the company should reflect and reinforce the
maintenance of this culture.
(d) The corporate culture should be recognisable throughout the disclosures in
the annual report, website, and any other communications by the company, both
internal and external.
Compliance
The Board is focused on investment returns for its shareholders and will at
all times seek to make ethical investments, but this is not an investment
focus or determinant for an asset being included in the portfolio. As
discussed above, given the Company is an investment company with no employees
or other internal stakeholders, the Board does not drive a corporate culture
within the business.
Principle 3: Seek to understand and meet shareholder needs and expectations
Application
(a) Directors must develop a good understanding of the needs and
expectations of all elements of the company's shareholder base.
(b) Where not already required, companies with a controlling shareholder
(for example, an investor controlling 30% or more of the votes able to be cast
at a general meeting of the company) should consider putting in place
arrangements to protect minority shareholders which may include a relationship
agreement or other measures.
(c) The board should ensure proactive engagement with shareholders on
governance matters. This should be led by the chair or, where appropriate, the
Senior Independent Director. Other directors, such as the chairs of the
board's sub-committees, should also make themselves available for engagement
with shareholders.
(d) The board must manage shareholders' expectations and should seek to
understand the motivations behind shareholder voting decisions.
Compliance
The Board is aware of the need to protect the interests of minority
shareholders and the balancing of these interests with those of the majority
shareholder. The Board also considers the terms of the relationship agreement
the Company has entered with its largest shareholder and, where necessary,
will enforce any relevant terms.
The Company regularly updates the market via its RNS news feed of any
disclosable matters and where appropriate, also uses social media platforms to
engage with a wider audience.
The Company publishes all relevant materials, according to QCA definitions, on
its website. This includes annual reports and shareholder circulars.
Principle 4: Take into account wider stakeholder interests, including social
and environmental responsibilities, and their implications for long-term
success
Application
(a) Long-term success relies upon good relations with a range of different
stakeholder groups.
(b) The board should periodically identify the company's key stakeholders -
for example, suppliers, customers, employees, communities, regulators, or
others. The board should understand their needs, interests, and expectations.
(c) Feedback is an essential part of all control mechanisms. Systems need to
be in place to solicit, consider and act on feedback from all stakeholders.
(d) The company should devote particular attention to its workforce and ensure
that its practices towards its employees (direct and indirect) are consistent
with the company's values. Arrangements should be in place to enable employees
to raise concerns in confidence and processes to ensure that such matters are
considered and where appropriate actions are taken.
(e) The governance and appropriate oversight of a company's approach towards
relevant environmental and social issues is a responsibility of the board.
Matters that relate to the company's impact on society, the communities within
which it operates, or the environment - including those relating to or
stemming from climate change - have the potential to affect the company's
ability to deliver shareholder value over the medium to long-term. These
matters must be integrated into the company's strategy, risk management and
business model.
Compliance
The balance of economic value to the Group and environmental and social impact
will be carefully considered, not only throughout acquisition due diligence
for any potential investments but also in the ongoing monitoring of
performance indicators of invested projects, with the maintenance of high
environmental and social standards is a key priority. The Board is conscious
of its responsibilities in relation to society, particularly in developing
economies.
The key resources for the Company are principally its Board of Directors and
the Company's advisory team, including its nominated adviser, brokers,
solicitors, and auditors. The Company rely on a network of intermediaries to
originate investment deal flow. The Board speaks to the advisory team on a
regular basis and takes feedback from it throughout the year. In particular,
it seeks advice in relation to compliance with the AIM Rules and their impact
on its investments from the nominated adviser and solicitors and from the
auditors in relation to accounting matters including net asset value and the
annual audit.
Principle 5: Embed effective risk management, internal controls and assurance
activities,
considering both opportunities and threats, throughout the organisation
Application
(a) The board needs to ensure that the company's risk management framework
identifies and addresses all relevant risks in order to execute and deliver on
its stated purpose and strategy. Companies need to consider not only the
enterprise view but also their extended business, including the company's
entire supply chain, other material third-parties (including suppliers of
outsourced services) and any reliance on strategic partners.
(b) Setting strategy includes determining the extent of exposure to the
identified principal risks that the company is able to bear and willing to
take (risk tolerance and risk appetite). The company should ensure that a
balanced view of risk is achieved, and, as well as threats should consider
opportunities and the potential for value creation.
(c) The board should ensure that all potential risks are considered, on a
proportionate and material basis, including those relating to climate change.
(d) The board should review and consider whether the company's
enterprise-wide internal controls are sufficiently robust to manage the
identified risks adequately.
(e) To achieve effective risk management, the board, and in particular the
audit committee, must ensure that there are appropriate assurance activities
in operation. This may be based on access to internal resources, or
particularly in specialist or technical areas, the utilisation of external
experts.
(f) It is important to ensure that the company auditor is and is seen to
be sufficiently independent of management.
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
to be produced by the Company and reviewed by the Investment Committee on each
proposed investment. Similarly, in conducting a managed disposal programme,
the Board will focus 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 6: Establish and maintain the board as a well-functioning, balanced
team led by the chair
Application
(a) The board members have a collective responsibility and legal
obligation to promote the interests of the company and are collectively
responsible for defining corporate governance arrangements. The board should
not be dominated by one person or a group of people, and each director must be
able to commit the time necessary to fulfil their role. Ultimate
responsibility for the quality and effectiveness of the board lies with the
chair.
(b) Shareholders should be given the opportunity to vote annually on the
(re-)election of all individual directors to the board.
(c) In order to uphold the quality of board independence (see section 4
for more guidance), the board should be comprised of an appropriate balance
between executive and non-executive directors. The independent non-executive
directors should comprise at least half of the board. The chair, if
independent upon appointment and still considered independent (see paragraph
e), can be included in this calculation. However, as a minimum there should be
at least two non-executive directors whom the board considers to be
independent.
(d) Key committees, in particular the audit committee and remuneration
committee, should comprise at least a majority of independent NEDs and ideally
aim for full independence. The company should consider whether it is
appropriate to have a senior independent director.
(e) Boards should be sensitive to both real and perceived impediments to
independence. Consideration should be given to those factors which may impede
independence which include (but are not limited to): length of board tenure;
size of shareholding; prior and/or current commercial or contractual
relationships with the company; prior and/or current commercial or contractual
relationships with executive directors; and significant incentive pay
arrangements beyond a director's fee.
(f) Since independence can be easily compromised, NEDs should rarely
participate in performance-related remuneration schemes or have a significant
interest in a company share option scheme. Where performance-related
remuneration is considered beneficial, it should be proportionate, and
shareholders should be consulted before proceeding.
(g) The board should reflect on its own levels of diversity. Of most
importance is ensuring the board possesses the necessary knowledge and
skillset - while avoiding groupthink. Consideration should be given to factors
such as socio-economic backgrounds, nationality, educational attainment,
gender, ethnicity and age. Boards should assess how their collective and
individual perspectives add to board discussions and ensure there is
sufficiently wide-ranging and business relevant input, to deliver the best
decision-making process in the context of the company's business model,
geographic footprint and forward-looking strategy. This assessment should feed
into ongoing succession planning for the board.
Compliance
The Board currently consists of the Executive Chairman, Mr. John Croft, and
three 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. Mr. Nicolas Vassaux was appointed in 2025 and is a
director and shareholder of NOIA Capital. Mr. Christian Reyntjens and Mr.
Yunus Olcer were appointed in 2026; these individuals are regarded as
independent members of the Board.
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 7: Maintain appropriate governance structures and ensure that,
individually and collectively, directors have the necessary up-to-date
experience, skills and capabilities
Application
(a) The company should maintain governance structures and processes in
line with its desired corporate culture and appropriate to its:
(i) size and complexity; and
(ii) capacity, appetite and tolerance for risk.
(b) The governance structures, processes and policies should evolve over
time in parallel with its size, strategy and business model to reflect its
maturity and stage of development.
(c) The board should be supported by committees - typically at least an
audit, remuneration and nomination committee - that also have the necessary
skills and knowledge to discharge their duties and responsibilities
effectively.
(d) The board should ensure that it has the necessary skills and experience
to fulfil its governance responsibilities, including among other things with
respect to cyber security, emerging technologies, and relevant sustainability
matters such as climate change. The board should consider any need to
establish further dedicated sub-committees and, where appropriate, seek input
from external advisers on such matters.
(e) All directors should continually update their skills and knowledge. As
a company and the external environment evolves, the mix of skills and
experience required on the board will change. The board should consider its
training and development needs in this context, plan ahead and structure such
provision accordingly.
(f) The board (and any committees) should be provided with high quality
information in a timely manner to facilitate proper assessment of the matters
requiring a decision or insight. The board should consider this and the design
and implementation of its decision-making processes to ensure they are
effective.
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 role is currently performed internally by the full
Board.
Principle 8: Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
Application
(a) The board should regularly review its performance as a unit, as well
as that of its committees and the individual directors.
(b) The board performance review should be carried out on an annual basis
and include opportunities for improvement with respect to the performance of
the chair, and the operation of the board and its committees. The review
should identify development or mentoring needs of individual directors and/or
the wider senior management team.
(c) The annual review can be carried out internally and should, ideally,
be supplemented periodically by an external independent third-party review.
(d) It is healthy for membership of the board to be periodically refreshed.
No member of the board should become indispensable.
(e) Succession planning for both the executives and non-executives is a
vital task for boards. This should extend to contingency planning for the
absence of key staff. There should be a robust process for the orderly
appointment of new directors to the board and senior management positions.
Consideration should be given to establishing a nomination committee to help
with the process and ensure a diverse pipeline - both internally and
externally - for succession. The skills, experience, capabilities and
background required for directors and senior management to support the next
stage of the company's development should be identified and factored into
succession planning.
Compliance
The Board consists predominantly of Non-Executive Directors, the Company
having no employees. In this regard, Board performance and oversight lies
predominantly with the Chairman and other stakeholders, particularly
shareholders. In early 2020, it was determined by the Remuneration Committee
that John Croft be designated as Executive Chairman to align with his time
commitment and contribution to the Company's affairs.
Events are held with shareholders where feedback on the Company's progress is
sought on a periodic 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 disposed of its historic asset portfolio and is
now raising new capital to invest, the Company may look to broaden its skills
and experience base by the appointment of additional Directors, Officers
and/or advisors in due course.
The Board does not carry out a formal review process.
Principle 9: Establish a remuneration policy which is supportive of long-term
value creation and the company's purpose, strategy and culture
Application
(a) It is the board's responsibility to establish an effective
remuneration policy which is aligned with the company's purpose, strategy and
culture, as well as its stage of development.
(b) A remuneration policy should motivate management and promote the
long-term growth of shareholder value. Remuneration practices across the
company, in particular for senior management, should support and reinforce the
desired corporate culture and promote the right behaviours and decisions.
(c) Pay structures for senior management should be simple and easy for
participants to understand and foster alignment with shareholders through the
building and holding of a meaningful shareholding in the company.
(d) The remuneration committee should, as necessary, consult with other
board committees in order to set appropriate incentive targets and to appraise
performance in respect of those targets.
(e) The annual remuneration report should be put to an advisory
shareholder vote. Where not mandated to be put to a binding vote, remuneration
policies should at least be put to an advisory vote. Larger companies may wish
to follow best practice and put their remuneration policy to a binding
shareholder vote. Given the significance and dilutive impact of such plans,
new (or significant amendments to existing) share schemes or long-term
incentive plans should be put to a shareholder vote.
Compliance
Compliance with this section is currently limited in its application, due to
the Company having only one remunerated director, the Executive Chairman whose
remuneration is set by the Non-executive Directors. The Company intends to
create a Remuneration Committee and to adopt a Remuneration Policy at an
appropriate stage of the Company's strategic development and operational
expansion of its Board, Officers and senior management.
BUILD TRUST
Principle 10: Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
Application
(a) A healthy dialogue should exist between the board and all of its key
stakeholders, including shareholders, to enable all interested parties to come
to informed decisions about the company. Board members, in particular the
chair, should be proactive in their effort.
(b) In particular, appropriate communication and reporting structures
should exist between the board and all constituent parts of its shareholder
base and other key stakeholders. This will assist:
(i) the communication of shareholders' and other key stakeholders' views
to the board; and
(ii) the shareholders' and other key stakeholders' understanding of the unique
circumstances and constraints faced by the company.
(c) Boards should ensure that corporate disclosures, in particular through
annual reporting, are appropriate to satisfy the reporting needs of investors,
including, but not limited to, sustainability matters.
(d) It should be clear where communication practices are described (annual
report or website).
Compliance
The Board attaches great importance to providing shareholders with clear and
transparent information on the Group's activities, strategy, and financial
position. Details of all shareholder communications are provided on the
Company's website, including historical annual reports and governance-related
material together with notices of all general meetings for the last five
years. The Company discloses outcomes of all general meeting votes.
The Company works with its advisors on managing its communications strategy
and to assist in the review and distribution of regular news and regulatory
announcements. Periodic announcements are made regarding the Company's
activities and in accordance with its reporting calendar, as well as other
market and regional news relevant to the Company's business.
The Company lists contact details on its website and on all announcements
released via RNS, should shareholders wish to communicate with the Board.
Independent Auditor's Report to the Members of Jade Road Investments Limited
Opinion
We have audited the financial statements of Jade Road Investments Limited (the
'group') for the year ended 31 December 2025, which comprise 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 2025 and of its loss for the year then ended;
· 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:
· Reviewing management's assessment of going concern and discussing
with management the future strategic plans of the group and sources of funding
that are expected to be available, as well as plans for cash preservation;
· Reviewing management-prepared cash flow forecasts at least 12
months from the date of the approval of the financial statements, 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 post year end issuance of the convertible loan and
conversion to equity, and reconciling to bank statements; and
· Reviewing the adequacy and completeness of disclosures surrounding
going concern in the financial statements.
· Reviewing and corroborating post balance sheet events and any
impact on the assumptions used in the forecast
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
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 overall financial statements was set at $16,100 (2024:
$18,200) based on the draft financial statements. We set the materiality
threshold at 2% (2024: 2%) of total expenses. We applied total expenses as the
materiality benchmark because Jade Road is currently operating as a cash
shell. In this context, the entity is a non-revenue generating activity, and
the primary flows through the financial statements relate to its operating
expenses. As a result, total expenses provide a more meaningful and
representative basis for assessing the risk of material misstatement, as they
best reflect the ongoing operational activity and the areas where errors or
irregularities are most likely to arise.
Performance materiality for the financial statements was set at $11,200 (2024:
$12,600) being 70% (2024: 70%) 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 $803 (2024: $900) 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 no testing
over Jade HK.
The group's key accounting function is based in the United Kingdom and our
audit was performed by our team in London with regular contact maintained with
group management throughout.
In designing our audit approach, we considered those areas which were deemed
to involve significant judgement by the directors, such as the key audit
matters relating to the classification and valuation of convertible loans.
Other judgemental areas were the consideration of future events that are
inherently uncertain impacting going concern. We also addressed the risk of
management override of controls, including evaluating whether there was
evidence of bias by the directors that represented a risk of material
misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Classification and valuation of convertible loans (Note 16) Our work in this area included:
During the year the group held and settled a number of convertible loans which • Obtaining the convertible loan agreements and confirming key
were outstanding at the previous year end terms;
The loans fall within the scope of scope of IAS 32 Financial Instruments: • Reviewing management's assessment and rationale paper regarding
Presentation ("IAS 32"), IFRS 9 Financial Instruments ("IFRS 9") and IFRS 7 the classification and identification of the different components;
Financial Instruments: Disclosures ("IFRS 7").
• Reviewing management valuation of the instrument and challenging
Per IAS 32, management is required to classify the instrument, or its the estimates and assumptions and given conclusion on the classification of
component parts, on initial recognition as a financial liability, embedded the convertible notes, no auditor expert was required;
derivative or compound instrument in accordance with the substance of the
contractual arrangement. • Ensuring the presentation of the convertible loans is in
accordance with IAS 32, IFRS 9 and IFRS 7 and that all necessary disclosures
There is a risk that the classification and valuation of the convertible loan have been made within the financial statements.;
notes is not in accordance with the requirements of IAS 32, IFRS 9 and IFRS
13, and the subsequent settlement has not been appropriately reflected in the • Challenging the assumptions, methods, and conclusions of
financials statements. This is considered a significant risk, and a Key Audit management's expert;
Matter, due to the material nature of the balance as well as the level of
estimation and judgement required to be exercised by management and • Assessing the independence, competence, and objectivity of
management's expert. management's expert engaged by management.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and the sector in which
it operates to identify laws and regulations that could reasonably be expected
to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry
research, application of cumulative audit knowledge and experience of the
sector. We also selected a specific audit team with experience of auditing
entities facing similar audit and business risks.
· We determined the principal laws and regulations relevant to the
group in this regard to be those arising from:
- IFRS (EU adopted)
- AIM rules;
- Disclosure and Transparency Rules;
- General Data Protection Regulations;
- Anti-Bribery Act;
- Anti Money Laundering Regulations; and
- Local tax laws and regulations.
· 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 meeting minutes;
- Reviewing Regulatory News Service announcements;
- Reviewing legal and professional fees.
· 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 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.
· 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
evaluating the business rationale of any significant transactions that are
unusual or outside the normal course of business.
· We addressed matters of non-compliance with laws and regulations by
reviewing board minutes and RNSs, enquiring about provisions or contingent
liabilities and enquiring about any pending litigation and claims.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter dated 16 January 2026. 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)
30 Churchill place
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 5RE
27April 2026
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
2025 2024
Notes US$'000 US$'000
Finance income from financial assets 4 2 7
Foreign exchange gains - 8
Gross portfolio income 2 15
Fair value changes on financial assets at fair value through profit or loss 4 (-) (26)
Net portfolio income/(loss) 2 (11)
Other income 5 31 -
Management fees (23) -
Administrative expenses (800) (857)
Operating loss 5 (791) (868)
Fair value credit on financial liabilities 16 60 33
Realised gains on financial liabilities 16 58 -
Foreign exchange losses on financial liabilities 16 (16) -
Shared based payment charge - (4)
Finance expense (70) (400)
32 (371)
Loss before taxation (758) (1,239)
Taxation 8 - -
Total comprehensive loss for the year (758) (1,239)
Loss per share
Basic and diluted loss per share 18 (0.77) cents (0.34) cents
The results reflected above relate to continuing operations.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share capital Treasury share reserve Share based payment reserve Accumulated Total
losses
US$'000 US$'000 US$'000 US$'000 US$'000
Group balance at 1 January 2024 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)
Loss for the year
Other comprehensive expense - - - (758) (758)
Total comprehensive loss for the year - - - (758) (758)
Issue of shares net of issue costs 1,914 - - - 1,914
Issue of warrant instruments - 139 - - 139
Total from funding activities 1,914 139 - - 2,053
Group balance at 31 December 2025 153,971 (615) 2,940 (155,813) (483)
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 compensation scheme (Note 15)
Accumulated losses Represents the cumulative net gains and losses recognised in the statement of
comprehensive income
Consolidated Statement of Financial Position
As at 31 December 2025
2025 2024
Notes US$'000 US$'000
Current Assets
Other receivables 10 29 26
Cash and cash equivalents 648 27
Total assets 677 53
Current Liabilities
Other payables and accruals 11 194 664
Convertible debt-host liabilities 12 - 145
Convertible debt-derivative liabilities 12 - 56
Total liabilities 194 865
Net assets/(liabilities) 483 (812)
Equity and reserves
Share capital 13 153,971 152,057
Treasury share reserve 13 (615) (754)
Share based payment reserve 2,940 2,940
Accumulated losses (155,813) (155,055)
Total equity and reserves attributable to owners of the parent (483) (812)
The financial statements were approved by the Board of Directors and
authorised for issue on
27 April 2026 and signed on its behalf by:
John Croft
Chairman
Consolidated Cash Flow Statement
For the year ended 31 December 2025
2025 2024
US$'000 US$'000
Cash flows from operating activities
Loss before taxation (758) (1,239)
Adjustments for:
Income from unquoted financial assets (-) (7)
Share based payment charge - 4
Finance expense 68 400
Foreign exchange 16 (4)
Fair value changes on convertible debt and receivables at fair value through (60) (33)
profit or loss
Realised loss on disposal of unquoted assets - 26
Realised gains on financial liabilities (58) -
Decrease in other receivables (3) (7)
(Decrease)/increase in other payables and accruals (470) 461
Net cash used in operating activities (1,265) (399)
Cash flows from investing activities
Sale proceeds of unquoted financial assets at fair value through - 474
profit or loss
Finance income 2 7
Net cash from/(used in) investing activities 2 481
Cash flows from financing activities
Issue of shares net of issue costs 2,053 -
Proceeds of convertible loan notes issued - 100
Repayment of convertible loan notes (169) -
Payment of interest on loan - (232)
Net cash generated from/(used in) financing activities 1,884 (132)
Net increase/(decrease) in cash and cash equivalents 621 (50)
Cash and cash equivalents and net debt at the beginning of the year 27 77
Cash and cash equivalents and net debt at the end of the 648 27
Year
Notes to the Financial Statements
For the year ended 31 December 2025
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 two non-trading subsidiaries: Jade Road Investments (Hong Kong)
Limited registered in Hong Kong with registered office address Room 3516,
35/F, Infinitus Plaza, 100 Des Vouex Road Central, Hong Kong; and Jade Road
Investments UK Limited registered in England & Wales with registered
office address Rouen House, Rouen Road, Norwich, NR1 1RB, United Kingdom.
The Company is quoted on the Alternative Investment Market of the London Stock
Exchange (code: JADE).
The Company is an Investing Company operating under AIM rules. The Company
has an indefinite life, is sector-agnostic, and is primarily focused on and
weighted towards mid / late-stage technology investments with a lesser
weighting on earlier stage technology investments. The overarching objective
of the Company is generating long-term capital gains 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.
2. ACCOUNTING POLICIES (CONTINUED)
Level III Fair value measurements are those derived from inputs that are not
based on observable market data.
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.
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 funded
by the conversion in February 2026 of US$8.35 million of convertible loan
notes into equity which the Board has determined is sufficient to meet the
Company's ongoing working capital requirement and to pursue its Investing
Policy.
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.
2. 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 operate 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.
2. 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.
2. ACCOUNTING POLICIES (CONTINUED)
Allowance for Expected Credit Losses (continued):
The allowance is the sum of these probability weighted 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
including Directors. The fair value of options/warrants granted to key
management including Directors 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.
2. 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 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).
In respect of CLN 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
CLN 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 price, share
price volatility, the risk-free interest rate, and assumptions regarding the
timing and probability of conversion.
2. ACCOUNTING POLICIES (CONTINUED)
Embedded derivative liability - convertible loan note s(continued)
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 an agreement to dispose of legacy assets held by the Group
was completed in May 2024. Conditions required for the sale completed had not
all been met at the previous year-end and, as the sale was highly probably and
a buyer for the assets had already been agreed at 31 December 2023, those
assets had met the criteria to be considered assets held for sale under IFRS 5
Non-current Assets Held for Sale and Discontinued Operations.
The legacy assets were transferred at nil consideration. The corporate loans
then extant were also transferred and their value was considered to represent
the fair value of the assets transferred; the assets were impaired to that
value in the prior year and no fair value adjustment was required in the 31
December 2024 financial statements for the completion in May 2024.
2. ACCOUNTING POLICIES (CONTINUED)
r) New Standards, Amendments to Standards or Interpretations
adopted in these financial statements:
i) New and amended standards adopted by the Group
The following new standards have come into effect this year however they have
no impact on the Group:
Accounting Effective period commencing on or after
Standard
IAS 21 (Amendments) The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability 1 January 2025
ii) New EU-adopted International Standards and Interpretations not yet adopted
The following amendments are effective for the period beginning 1 January
2026:
Accounting Effective period commencing on or after
Standard
1 January 2026
IFRS 7 Financial instruments: Disclosures
1 January 2026
IFRS9 Classification and measurement of
Financial Instruments
Annual Improvements Volume 11 Annual improvements are limited to changes that either clarify the wording in 1 January 2026
an Accounting Standard
or correct relatively minor unintended
consequences
1 January 2027
IFRS 18 Presentation of disclosures in Financial Statements
1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Group is evaluating the impact of the new and amended standards above
which are not expected to have a material impact on the Group's results or
shareholders' funds.
There are no other IFRSs or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Company.
3. SEGMENT INFORMATION
The operating segment has been determined and reviewed by the senior
management and Board members to be used to make strategic decisions. The
senior management and Board members consider there to be a single business
segment, being that of investing activity. The reportable operating segment
derives its revenue primarily from structured equity and debt investment in
several companies and unquoted investments.
4. FAIR VALUE CHANGES ON FINANCIAL ASSETS AT FAIR VALUE THROUGH
PROFIT OR LOSS
2025 2024
Unquoted Financial Assets US$'000 US$'000
Income through profit or loss - 7
Equity fair value adjustments:
- Other (-) (26)
Foreign exchange on unquoted financial assets at fair value through profit or
loss
- 8
Total fair value changes on unquoted financial assets at fair value through (-) (11)
profit or loss
5. OPERATING LOSS
Operating loss is stated after charging/(crediting) expenses:
2025 2024
US$'000 US$'000
60 40
Fees to the Group's auditor
Directors' remuneration 181 274
Management fees 23 -
Professional fees 422 518
Business travel expenses 7 8
Share based payment charge - 4
Foreign exchange loss (net) 68 14
Other expenses 63 17
Other income (31) -
6. NET FINANCE EXPENSE
2025 2024
US$'000 US$'000
Interest from financial assets measured at fair value through profit and loss 2 7
Finance income 2 7
Fair value of share settled expense 60 (371)
Fair value of share warrants expense (-) (4)
Interest payable on debt (70) (29)
Finance cost (10) (404)
Net finance expense (8) (393)
7. DIRECTORS' REMUNERATION
Short term employment benefits 2025 2024
US$ US$
John Croft 119,038 144,757
Hugh Trenchard 31,200 40,866
Lee George Lam (resigned 31 August 2024) n/a 30,705
Stuart Crocker 31,200 57,302
Nicolas Vassaux (appointed 17 November 2025) - -
181,438 273,630
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 2025 (2024:US$ Nil).
Mr. Vassaux receives no remuneration or other benefits from the Group.
There are no employees within the group other than the Directors (2024: Nil)
8. TAXATION
The Group companies are incorporated in the BVI, Hong Kong and the United
Kingdom. 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 or
the United Kingdom; no liability therefore arises to taxation in either
jurisdiction.
9. UNQUOTED FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2025 2025 2024 2024
Unquoted financial assets Loans and Unquoted financial assets Loans and
receivables receivables
US$'000 US$'000 US$'000 US$'000
Balance as at 1 January - - 500 -
Fair value changes through profit or loss (-) - (26) -
Disposal (-) - (474) -
Balance as at 31 December - - - -
The Group disposed of all unquoted financial assets on completion in May 2024
of the legacy assets divestment. There were no unquoted financial assets at 31
December 2025 and 31 December 2024.
10. LOANS AND OTHER RECEIVABLES AT FAIR VALUE THROUGH PROFIT OR LOSS
2025 2024
US$'000 US$'000
Other receivables- prepayments 29 26
29 26
11. OTHER PAYABLES AND ACCRUALS
2025 2024
US$'000 US$'000
Accounts payable 39 456
Directors Remuneration accrued 68 147
Other accruals 87 61
Other payables and accruals 194 664
12. LOANS AND BORROWINGS
2025 2024
US$'000 US$'000
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
The movement in loans and borrowings is as follows
2025 2024
US$'000 US$'000
Opening balance 145 3,843
Interest expense accrued 68 29
Forex 16 (4)
Transferred on completion of divestment - (3,611)
Repayments (168) -
Interest paid - (232)
Proceeds of convertible debt 312 100
Extinguishment of liability through issue (312) 109
Fair value adjustment (61) (89)
- 145
Closing balance
i. The terms and conditions of the convertible loan notes are set out in
Note 16.
ii. Reconciliation of movements of liabilities & equity to cashflows
arising from financing activities (over page):
12. LOANS AND BORROWINGS (CONTINUED)
Share capital/ Treasury reserve Convertible loan notes
premium
US$'000 US$'000 US$'000
Opening balance at 1 January 2025 152,057 (754) 145
Changes through cash flows:
Proceeds of convertible loan notes - - 312
Proceeds of issue of shares 1,716 - -
Total changes from financing cashflows 1,716 - 312
Other changes:
Interest expense accrued - - 68
Forex - - 16
Extinguishment of liability through share issue 312 - (312)
Extinguishment of liability through repayment - - (168)
Fair value adjustment - - (61)
Cancellation of shares held in treasury (139) 139 -
Total other changes to liabilities 173 139 (457)
Closing balance at 31 December 2025 153,946 (615) -
Corporate debt Share capital/ premium Treasury reserve Convertible loan notes
US$'000 US$'000 US$'000 US$'000
Opening balance at 1 January 2024 3,843 151,686 (754) -
Changes through cash flows:
Proceeds of Convertible Debt - - - 100
Payment of interest (232) - - -
Total changes from financing cashflows (232) - - 100
Other changes:
Issue of shares as Share based payment - 371 - -
Interest expense accrued - - - 29
Forex - - - (4)
Extinguishment of liability through issue - - - 109
Fair value adjustment - - - (89)
Transferred as part divestment (3,611) - - -
Total other changes to liabilities (3,611) 371 - 45
Closing balance at 31 December 2024 - 152,057 (754) 145
For non-cash FVTPL movement on account of investing activities refer to Note
9.
For Convertible loan notes refer to Note 16.
13. SHARE CAPITAL AND TREASURY SHARE RESERVE
Share capital
Number of shares amount
Issued share capital net of treasury shares US$'000
At 1 January 2025 375,713,130 151,303
Issued in year (before 10:1 share combination) 6,863,000 89
Cancelled in year (before 10:1 share combination) (4,832,200) -
Issued share capital excluding treasury shares, at 11 April 2025 (before 10:1 382,576,130 151,392
share combination)
Issued share capital excluding treasury shares, at 11 April 2025 (after 10:1 38,257,585 151,392
share combination)
Issued in year (after 10:1 share combination) 202,500,000 1,939
Issued share capital excluding treasury shares, at 31 December 2025 240,757,585 153,331
Consisting of authorised, called-up and fully paid ordinary shares of no par
value each:
At 1 January 2025 383,193,134 152,057
At 11 April 2025 (after 10:1 share combination) 38,522,365 152,007
At 31 December 2025 241,022,365 153,946
Held as treasury shares by the Company: 7,480,004 754
At 1 January 2025
Cancelled in year (before 10:1 share combination) (4,832,200) (139)
At 11 April 2025 (before 10:1 share combination) 2,647,804 615
At 11 April 2025 (after 10:1 share combination) 264,780 615
At 31 December 2025 264,780 615
On 8 January 2026 the Company completed a 100:1 share combination and
consolidated its authorised, called-up and fully paid share capital at that
date into 2,410,193 ordinary shares (Note 19) with 2,647 of those shares held
in treasury.
14. 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.
14. FINANCIAL INSTRUMENTS (CONTINUED)
Financial instruments by category
The accounting policies for financial instruments have been applied to the
line items below:
Financial assets
2025 2024
US$'000 US$'000
Unquoted financial assets at fair value through P&L - -
Other receivables at amortised cost 29 26
Cash and cash equivalents at amortised cost 648 27
Financial assets 677 53
Financial liabilities
2025 2024
US$'000 US$'000
Other payables and accruals at amortised cost 194 663
Convertible debt- host liability at amortised cost - 145
Convertible debt- derivative liability at fair value through profit and loss - 56
account
Financial liabilities 194 864
All financial liabilities are due within 12 months.
Financial assets at fair value through profit or loss
There were no financial assets at fair value through profit or loss held at
the 31 December 2025 and 2024 year-ends.
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:
2025 2024
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 16.
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.
14. FINANCIAL INSTRUMENTS (CONTINUED)
Interest Rate Risks
The Group currently operates with positive cash and cash equivalents as a
result of issuing £1.2 million (US$1.7 million) of Sterling-denominated
equity for current funding requirements.
Effective interest cost of non-interest bearing CLN 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 completed 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 and the prior year, the Group did not hedge
against movements in the value of its investments prior to
divestment.
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.
The Company will regularly review and manage 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
adjustment 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.
15. SHARE BASED PAYMENTS
15.1 Ownership-Based Compensation Scheme for Key Management
The Group had an ownership-based compensation scheme for key management
(including Directors of the Company). In accordance with the provisions of the
plan, key management were granted warrants to purchase ordinary shares. Each
warrant converts into one ordinary share of Jade Road Investments Limited on
exercise. 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.
At 31 December 2025 there were, adjusted for the 10:1 share combination on 11
April 2025, 160,000 warrants outstanding (2024 (adjusted): 160,000), issued to
the Company's Directors in 2017 in respect of services provided to the Group,
at an exercise price of US$12.10 per share. The warrants will expire in
November 2027, on the tenth anniversary of the date of grant.
In the event that a Director's appointment is terminated for any reason, then
in such circumstances each Director's subscription rights shall, to the extent
he/she has not been issued or exercised either (i) prior to the date of
termination (Date of Termination); or (ii) within the period of 60 days
immediately following the Date of Termination, be immediately cancelled.
15.2 Equity Compensation Scheme for Investment Manager
The Group had an historic equity compensation scheme for its Investment
Manager of the Group under the terms of which the Investment Manager was
granted warrants for 8 million ordinary shares which ceased to be exercisable
on termination of its appointment in the previous year.
15.3 Compensation Schemes Warrants
2025 2024 Adjusted((1)) 2024
Number of warrants Weighted average exercise price US$ Number of warrants Weighted average exercise price US$ Number of warrants Weighted average exercise price US$
Balance at beginning of the financial year 1,963,675 1.14 2,060,402 1.30 20,604,063 0.13
Issuance during the financial year
- Shareholders and advisors - - 703,273 0.30 7,032,738 0.03
Expired during the financial year (43,888) (0.25) (800,000) - (8,000,000) -
Balance at end of financial year 1,919,787 1.17 1,963,675 1.14 19,636,801 0.11
Exercisable at end of financial year 1,919,787 1.17 1,963,675 1.14 19,636,801 0.11
Note 1: On 11 April 2025 the Company's shares were subject to a 10:1
combination. The adjustment provision in the warrant instruments provides for
the adjustment to number of warrant shares and price per warrant share such
that the economic value of the warrants are unchanged. 2024 has been presented
as if the adjustment had occurred at 31 December 2024.
The weighted-average remaining contractual life of outstanding warrants at 31
December 2025 was 0.75 years (2024: 1.73 years).
16. CONVERTIBLE LOAN NOTES
The Company issued unsecured GBP-denominated Convertible loan notes in
September 2024, to an advisor in respect of capital raising, and to
Non-executive directors in full settlement of unpaid remuneration, the Notes
constituting financial instruments. 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.
The Company 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 is 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:
16. CONVERTIBLE LOAN NOTES (CONTINUED)
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%
Effective Interest Rate (range) 75-123%
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 Notes were not converted at their maturity dates in July 2025 and
repayment was subsequently agreed with the noteholders. The Note principal was
repaid in full to the advisor in September 2025. Repayment of Note principal
to each Non-executive directors was agreed to be paid in full and final
settlement at 50% of Note value; repayment was made in December 2025.
The following tables set out the host and derivative liabilities, at 1 January
2025, at Maturity, and at 31 December 2025 together with reconciliation of
effective interest cost, fair value adjustment at maturity, and foreign
exchange on translation to the cash repayment and settlement reduction values:
16. CONVERTIBLE LOAN NOTES (CONTINUED)
On 7 February 2025 the Company issued a GBP-denominated £250,000 non-interest
bearing convertible loan Note to Woollard & Hall Limited raising
US$311,552, with a maturity of 12 months and conversion into 25,000,000 shares
at a price of 1p per share which represented a significant premium to JADE's
share price of 0.2p at the date of issuance. The Note was convertible to
ordinary shares of the Company at the option of either the Company or the
Note holder at any date within the twelve-month period from the date of
issuance.
On 11 April 2025 the Company's shares were subject of a 10:1 share combination
and the conversion terms were adjusted in accordance with the provisions of
the convertible loan note instrument to conversion into 2,500,000 shares at a
price of 10p per share.
On 23 December 2025 the Company issued a conversion notice to the Note holder
and the shares were converted to shares on 30 December 2025.
The Company assessed the convertible loan note instrument and deemed it to be
an equity instrument in accordance with IFRS9. The Company determined that the
instrument has the attributes of being wholly equity as the Company had a
genuine, unconditional right to avoid delivering cash by choosing to deliver
its own shares in satisfaction of the Note. Further, the share alternative was
not more valuable at the time of issuance and in management's view would not
be substantially more valuable than the cash value on conversion.
On 30 December 2025 the Company accounted for the proceeds of US$ 336,880 as
consideration for the issue of ordinary share capital.
17. RELATED PARTY TRANSACTIONS
Directors
As reported in Note 17 convertible loan Notes totalling £86,920 (US$108,833)
were issued to Directors on 25 September 2024. These were issued to: G Lam
£25,350, H Trenchard £23,570, and S Crocker £38,000, all in settlement of
unpaid fees to 31 August 2024. In July 2025 the Notes all matured without
being converted into shares and in December 2025 these Note holders agreed to
receive cash payment calculated at 50% of the Note principal, in full and
final settlement of the Notes.
During the year, the Company and the Group entered into the following
transactions with related parties and connected parties under existing
contracts:
2025 2024
US$'000 US$'000
Remuneration payable to Directors (see Note 7) 181 274
Heirloom Investment Management LLC((1)): Administration Fee - 150
GHCP Services Limited((2)): Administrative fees and expenses 38 -
Notes:
(1) Agreement terminated March 2025
(2) Provides the services of Adrian Harvey, a director of subsidiary Jade
Road Investments UK Limited.
At the year end, the Company and the Group owed the following amounts to those
related parties and connected parties under existing contracts:
2025 2024
US$'000 US$'000
Directors 68 147
Heirloom Investment Management LLC - 150
GHCP Services Limited - -
18. LOSS PER SHARE
The calculation of the basic and diluted loss per share attributable to the
ordinary equity holders of the Company is based on the following:
2025 2024
US$'000 US$'000
Numerator
Basic/Diluted: Net loss (758) (1,239)
No. of shares No. of shares*
'000 '000
Denominator
Basic/Diluted: Weighted average shares 98,348 360,139
Loss per share:
Basic/Diluted (0.77) cents (0.34) cents
Ordinary shares held in Treasury by the company as at 31 December 2025
totalling 264,780 shares (2024: 7,480,004 shares*) have been excluded from the
weighted average shares calculation.
* The numbers of shares, and the loss per share, reported for the 2024
comparative year have not been restated for the 10:1 share combination on 11
April 2025.
19. EVENTS AFTER THE REPORTING PERIOD
On 8 January 2026 the Company's shares were subject to a 100:1 share
combination, reducing the number of shares issued to 2,410,193 combined shares
of which the Company holds 2,647 combined shares in treasury.
On 8 January 2026 the Company's outstanding warrants were adjusted for the
100:1 share combination and were reduced in number from 1,919,787 warrants at
an average exercise price of US$ 1.17 to 19,190 warrants at an average
exercise price of US$ 117.00.
On 21 January 2026 the Company's shares were re-denominated for trading on the
London Stock Exchange Alternative Investment Market from GBP to USD price
quoting.
On 9 February 2026 the Company completed a US$ 8.35 million convertible loan
note fundraising, immediately converting and issuing 8,350,000 ordinary shares
at a price of US$1.00, following which the Company's enlarged issued share was
10,763,193 shares.
On 9 February 2026 following the issue of 8,350,000 ordinary shares the
Company's suspension was lifted and its ordinary shares re-admitted to trading
on the London Stock Exchange Alternative Investment Market.
On 18 March 2026 Hugh Trenchard and Stuart Crocker resigned as directors, and
Yunus Olçer and Christian Reyntjens were appointed directors, of the Company.
Between 20 February 2026 and 22 March 2026 certain warrant instruments lapsed
and outstanding warrants were reduced in number from 19,190 warrants at an
average exercise price of US$ 1.17 to 8,638 warrants at an average exercise
price of US$ 244.15.
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