INTERIM RESULTS FOR SIX MONTHS ENDED 30 JUNE 2025.


    24 September 2025 16:46:02
  • Source: Sharecast
RNS Number : 6928A
Jade Road Investments Limited
24 September 2025
 

JADE ROAD INVESTMENTS LIMITED

UNAUDITED INTERIM CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2025

Jade Road Investments Limited (AIM: JADE), the London quoted diversified investment vehicle focused on providing shareholders with attractive uncorrelated, risk-adjusted long-term returns, is pleased to announce its interim results for the six months ended 30 June 2025 ("H1 2025").

Financial Highlights:

·   No Interest Income in H1 2025 (H1 2024: US$0.007 million).

·   Net loss for H1 2025 of US$ 0.438 million (H1 2024: loss US$ 0.401 million).

·   H1 2025 consolidated basic and diluted loss per share* of US$ 1.15 cents (H1 2024: loss US$ 1.10 cents).

·   Consolidated Net Liabilities at 30 June 2025 increased to US$ 1.169 million/GBP 0.846 million (31 December 2024: net liabilities US$ 0.812 million/GBP 0.649 million).

·   Net Liabilities per share* at 30 June 2025 3.03 US cents (2.21 GB pence) (31 December 2024: net liabilities per share 2.16 US cents / 1.75 GB pence).

·   Period end cash position of US$ 0.025 million (31 December 2024 : US$ 0.059 million).

(*based on number of issued shares following 10:1 share consolidation April 2025)

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

Jade Road Investments Limited

+9715 2806 8918

John Croft




Zeus Capital Limited - Nominated Adviser and Sole Broker

+44 (0) 20 7220 1666

James Joyce


Andrew de Andrade




Website

 

www.jaderoadinvestments.com

 

 

 

 

 

 

 

 

 

 

 

 

 


 



 

About Jade Road Investments

Jade Road (JADE) is quoted on the AIM Market of the London Stock Exchange and is focused on seeking the best risk-adjusted returns globally. The Company strategy is to provide financing globally, primarily backed by real assets, focusing on income-production and on seeking the best risk-adjusted returns globally.

 

 

Chairman's Statement

Since the Company divested its assets in May 2024, the Board has been actively pursuing opportunities to recapitalize the business and adopt a new investing strategy. Despite discussions taking place with several parties, no transaction was concluded during the reporting period.

As a result, the Company's accounts for the 2024 financial year and the first half of 2025 reflect limited activity, comprising only essential operating expenses alongside non-cash interest and fair value charges recognized through profit or loss on certain financial instruments.

In September 2025, the Company announced a strategic partnership with NOIA Capital (NOIA). Through an investment of £1.2 million, NOIA has acquired approximately 83% ownership of the Company.

NOIA intends to raise further capital, thereby diluting its holding over time, whilst redirecting JADE's investment focus to mid/late-stage technology businesses - an area in which NOIA brings extensive expertise.

We are delighted to be working with the NOIA team on this exciting transformation which the Board believes will create long-term value for the Company.

As an immediate priority, the Company intends to deploy the capital from NOIA's investment in line with its Investing Policy prior to 29 November 2025 such that it would have substantially implemented the policy by that date. Should the Company fail to make such investments in line with its Investing Policy by that date and/or the Company's shares are not readmitted to trading the admission of the Company's securities on AIM will be cancelled in line with AIM Rule 41.

 

I would like to take this opportunity to thank the Company's advisors and shareholders for their patience and support while we have been working to secure a sustainable future for the Company.

John Croft

 

Chairman



CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 


 

 

 

       Six months ended

 

Year ended

 


 

 

 

Note

 

30 June

2025

Unaudited

US$000


30 June

2024

Unaudited

US$000


31 December

2024

Audited

US$000



 

 

 

 






Income from unquoted financial assets

 

 

 

-


-


-


Finance income from loans

 

 

 

-


7


7


Gain on disposal

 

 

 

-


-


-



 

 

 

 

 





Gross portfolio income

 

 

 

-

 

7


7



 

 

 

 

 





Fair value changes on financial assets at fair value through profit or (loss)

 

 

 

-

 

-


(26)


Foreign exchange on unquoted financial assets at fair value through profit or (loss)

 

 

 

-

 

(2)


8



 

 

 

 

 






 

 

 

 

 





Net portfolio income/(loss)

 

 

 

-

 

5


(11)



 

 

 

 

 





Administrative expenses

 

 

 

(403)

 

(399)


(857)


 

 

 

 

 

 





Operating loss

 

 

 

(403)

 

(394)


(868)



 

 

 

 

 





Fair value credit on financial liabilities

 

 

 

57

 

-


33


Share based payment charge

 

 

 

-

 

-


(4)


Finance expense

 

 

 

(92)

 

(7)


(400)



 

 

 

(35)

 

(7)


(371)



 

 

 

 

 





Loss before taxation

 

 

 

(438)

 

(401)


(1,239)


 

 

 

 

 

 





Taxation

 

5

 

-

 

-


-



 

 

 

 

 





Loss and total comprehensive expense for the period (1)

 

 

 

(438)

 

(401)


(1,239)



 

 

 

 

 





Loss per share

 

7

 

 

 





Basic (cents US)(2)

 

 

 

(1.15)

 

(1.10)


(3.44)



 

 

 

 

 





Notes

 

 

 

 

 





1. The results above relate to continuing operations.

2. Loss per share for 30 June 2024 and 31 December 2024 has been adjusted for 10:1 share consolidation 11 April 2025 for the purpose of comparison to 30 June 2025.

 

 

 

 

 

 

 

 

 



 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 


 

Note

 

30 June

2025

Unaudited

US$000


 

30 June

2024

Unaudited

US$000


 

31 December

2024

Audited

US$000


Assets

 

 

 

 






Other receivables

 

9

 

12


26


26


Cash and cash equivalents

 

 

 

25


59


27


Total assets

 

 

 

37


85


53


 

 

 

 

 






Liabilities

 

 

 

 






Other payables and accruals

 

 

 

600


434


664


Convertible debt - host liability

 

 

 

479


-


145


Convertible debt - derivative liability

 

 

 

119


-


56


Current liabilities

 

 

 

1,198


434


865


 

 

 

 

 






Total liabilities

 

 

 

1,198


434


865


 

 

 

 

 

 


 


 

Net liabilities

 

 

 

(1,161)


(349)


(812)


 

 

 

 

 






Equity and reserves

 

 

 

 

 





Share capital

 

11

 

151,659


151,686


152,057


Treasury share reserve

 

11

 

(267)


(754)


(754)


Share based payment reserve

 

 

 

2,940


2,936


2,940


Accumulated losses

 

 

 

(155,493)


(154,217)


(155,055)


Total equity and reserves attributable to owners of the parent

 

 

 

(1,161)


(349)


(812)


 

 

 

 

 

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

 

Share

capital

US$000

 

Treasury share reserve

US$'000

Share

based

payment

reserve

US$000

 

Accumulated losses

US$000

 

Total

US$000

 























Group balance at 1 January 2024


151,686


(754)

2,936


(153,816)


52













Loss and total comprehensive expense for the period


-


-

-


(401)


(401)


Total comprehensive loss for the period


-


-

-


(401)


(401)












 

Group balance at 30 June 2024


151,686


(754)

2,936


(154,217)


(349)

 












Loss for the period


-


-

-


-


-


Other comprehensive income


-


-

-


(838)


(838)


Total comprehensive income for the period


-


-

-


(838)


(838)


Issue of shares net of issue costs


371


-

-


-


371


Issue of warrant instruments


-


-

4


-


4




371


-

4


-


375


Group balance at 31 December 2024 and 1 January 2025


152,057


(754)

2,940


(155,055)


(812)













 Loss for the period


-


-

-


(438)


(438)


Total comprehensive loss for the period


-


-

-


-


-


Issue of shares in the period


89


-

-


-


89


Cancellation of shares in the period


(487)


487

-


-


-




(398)


487

-


-


89


Group balance at 30 June 2025

 

151,659

 

(267)

2,940

 

(155,493)

 

(1,161)

 












Movements to and balances at 30 June 2024 and 30 June 2025 are unaudited figures.

 

 

 

 

 

 

 



 

 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 


 

 

Year ended

 


 

30 June

2025

Unaudited

US$'000


30 June

2024

Unaudited

US$'000


31 December

2024

Audited

US$'000


 

 

 

 





Cash flow from operating activities

 

 

 





Loss before taxation

 

(438)

 

(401)


(1,239)


Adjustments for:

 

 

 





Income from unquoted financial assets

 

-

 

(7)


(7)


Share based payment charge

 

-

 

-


4


Finance expense

 

92

 

7


400


Exchange loss

 

51

 

-


(4)


Fair value changes on convertible debt at fair value through profit or loss

 

(57)

 

-


(33)


Realised loss on disposal of unquoted assets

 

-

 

-


26


Increase/(Decrease) in other receivables

 

14

 

(7)


(7)


Increase/(Decrease) in other payables and accruals

 

(64)

 

(111)


(461)


Net cash used in operating activities

 

(402)

 

(519)


(399)


 

 

 

 





Cash flows from investing activities

 

 

 





Sale proceeds of unquoted financial assets at fair value through profit or loss

 

-

 

500


474


Finance income

 

-

 

-


7


Net cash generated from investing activities

 

-

 

500


481


 

 

 

 





Cash flows from funding activities

 


 





Issue of Shares

 

89

 

-


-


Proceeds of convertible loan notes issued

 

311

 

-


100


Payment of interest on loan

 

-

 

-


(232)


Net cash generated used in financing activities

 

400

 

-


(132)


 

 

 

 





Net outflow in cash & cash equivalents during the period

 

(2)

 

(19)


(50)


Cash and cash equivalents and net debt at the beginning of the period

 

27

 

77


77


Cash & cash equivalents and net debt at the end of the period

 

25

 

58


27


 

 

 

 



 

NOTES TO THE FINANCIAL INFORMATION

 

1.        CORPORATE INFORMATION

 

The Company is a limited company incorporated in the British Virgin Islands ("BVI") under the BVI Business Companies Act 2004 on 18 January 2008. The address of the registered office is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG 1110 and its principal place of business is 19/F., CMA Building, 64 Connaught Road Central, Central, Hong Kong.

 

The Company is quoted on the AIM Market of the London Stock Exchange (code: JADE).

 

The principal activity of the Company is investment holding. The Company is principally engaged in investing and is focused on seeking the best risk-adjusted returns globally. The Company will provide financing globally, primarily backed by real assets, with a primary focus on income-production on seeking the best risk-adjusted returns globally. Its recently announced tie up with NOIA will see its investment focus turn to late stage technology companies offering investors both income and strong capital appreciation.

 

The condensed consolidated unaudited interim financial information was approved for issue on [date] 2025.

 

2.        BASIS OF PREPARATION

 

The condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" and presented in US Dollars.

 

3.        PRINCIPAL ACCOUNTING POLICIES

 

The condensed consolidated interim financial information has been prepared on the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities at fair value through the income statement.

 

The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 30 June 2025 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2024 and are those the Group expects to apply into financial statements for the year ending 31 December 2025. There was no impact on the Company's accounting policies as a result of any new or amended standards which became applicable for the current accounting period.

 

The seasonality or cyclicality of operations does not impact the interim financial information.

 

4.        SEGMENT INFORMATION

 

The operating segment has been determined and reviewed by the senior management and Board members to be used to make strategic decisions. The senior management and Board members consider there to be a single business segment, being that of investing activity. The reportable operating segment derives its revenue primarily from structured equity and debt investment in several companies and unquoted investments.

 

5.         TAXATION

 

The Company is incorporated in the BVI and its subsidiary in Hong Kong. The Company is not subject to any income tax in the BVI. The subsidiary does not engage in any business activities or generate income in Hong Kong; therefore it is not subject to taxation in Hong Kong.

 

6.        DIVIDEND

 

The Board does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2025 (30 June 2024: Nil).

 



 

 

 

7.        LOSS PER SHARE

 

The calculation of the basic and diluted loss per share attributable to owners of the Group is based on the following:


Six months ended

Year ended


30 June

2025

US$000

30 June

2024

US$000

31 December

2024

US$000

Numerator




Basic/Diluted:

Net loss

438

401

1,239







Number of shares


'000

'000

'000

Denominator




Basic:

Number of / Weighted average shares(1)

38,225

350,713

360,139


Dilutive effect of warrants(2)

-

-

-






Diluted:

Adjusted weighted average shares

-

350,713

360,139

 

Loss per share


 



Basic/diluted (cents US)


1.15

1.10

3.44

 

Notes

 

1. On 11 April 2025 the Company's issued share capital was consolidated into 1 ordinary share of no par value for each 10 existing shares of no par value. The reported loss per share for 30 June 2024 and 31 December 2024 have been adjusted accordingly for comparison with the six month period ended 30 June 2025.  

 

2. For the six month period ending 30 June 2024 and the year ended 31 December 2024, the warrants issued and convertible loans notes were anti-dilutive and therefore there is no impact on the weighted average shares in issue for any of the reporting periods.

 

 

8.        UNQUOTED FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 


30 June

2025

US$000


30 June

2024

US$000


31 December

2024

US$000



 






At the beginning of the period

-


500


500


Fair value changes through profit and loss

-


-


(26)


Disposals

-


(500)


(474)



 






At the end of the period

-


-


-



 






 



 

 

 

 

9.         OTHER RECEIVABLES AT AMORTISED COST

 



30 June

2025

US$000


30 June

2024

US$000


31 December

2024

US$000



 

 






Prepayments

 

12


26


26



 

 






At the end of the period

 

12


26


26


 

10.      LOANS AND BORROWINGS

 


30 June

2025

US$000


30 June

2024

US$000


31 December

2024

US$000


Convertible debt - host liabilities at amortised cost

479


-


145


Convertible debt - derivative liabilities at fair value through profit and loss

119


-


56



 






Total loans and borrowings

598


-


201


 

The movement in loans and borrowings is as follows:


30 June

2025

US$000


30 June

2024

US$000


31 December

2024

US$000


Opening balance

145


3,843


3,843


Interest expenses accrued

92


-


29


Foreign exchange gain

50


-


(4)


Interest paid

-


-


(232)


Proceeds of convertible debt

311


-


100


Extinguishment of liability through issue

 


-


109


Transferred on completion of divestment

-


(3,843)


(3,611)



 






Closing balance

598


-


145


 

11.      SHARE CAPITAL

 


Number of

Shares


Amount

US$000

Issued share capital at 31 December 2024

383,193,134


152,057

Shares issued in the period

6,863,000


89

Shares cancelled in the period

(4,832,200)


(487)


385,224,934


151,659

Issued share capital following 10:1 share consolidation at 30 June 2025(Note 1) (Note 2)

38,522,265


152,057





Treasury shares at 31 December 2024

7,480,004


(754)

Shares cancelled in period

(4,832,200)


487

Treasury shares after cancellation

2,647,804


(267)

Treasury shares following 10:1 share consolidation at 30 June 2025 (Note 1)

264,780


(267)

 



 

 

11.      SHARE CAPITAL (CONTINUED)

 

Notes

 

1. On 11 April 2025, the Company cancelled 4,832,200 ordinary shares held in treasury reducing the number of shares in issue to 385,223,934 ordinary shares. The Company then executed a 10:1 share consolidation into 38,522,365 consolidated ordinary shares (net of rounding-down adjustment in respect of the cancellation of fractional entitlements). The number of shares held in treasury was reduced on the cancellation from 7,480,004 to 2,647,804 ordinary shares and on consolidation into 264,780 consolidated ordinary shares

 

2. Under the BVI corporate laws and regulations, there is no concept of nominal (or "par") value and "share premium", and all proceeds from the issue of no-par value equity shares are deemed to be the issued share capital of the Company.

 

12.      FINANCIAL INSTRUMENTS

 

Financial assets



As at

30 June

2025

 

As at

30 June

2024

 

As at

31 December

2024




US$'000

 

US$'000

 

US$'000



 

 

 

 


 


Other receivables at amortised cost


14

 

26


26


Cash and cash equivalents at amortised cost

 

25

 

59


27



 

 

 





Financial assets

 

39

 

85


53


 

Financial liabilities


As at

30 June

2025

 

As at

30 June

2024

 

As at

31 December

2024


US$'000

 

US$'000

 

US$'000


 




 

Other payables and accruals at amortised cost

600


434


664

Convertible debt - host liability at amortised cost

479


-


145

Convertible debt - derivative liability at fair value through profit or loss

119


-


56


 





Financial liabilities

1,198


434


865

 

13.      RELATED PARTY TRANSACTIONS

 

During the period under review, the Group entered into the following transactions with related parties and connected parties:


 

30 June

 2025

US$000

30 June

 2024

US$000

31 December

 2024

US$000


 

 



Remuneration payable to Directors

 

92

-

274

Heirloom Investment Management LLC*:

 

 



Administration Fee

 

-

-

150


 

 



 

*On 13 March 2025, the Company terminated its agreements with its Investment Manager, Heirloom Investment Management LLC and issued 6,863,000 ordinary shares to Heirloom as part of the termination settlement.

 



 

 

 

14.   EVENTS AFTER THE REPORTING PERIOD

 

On 11 September 2025 the company raised £1.2m via a subscription for 200 million shares at a subscription price of £0.006 from NOIA Capital (DIFC) Ltd (NOIA) (Subscription). 

 

NOIA is a growth-focused multi-family office and investment firm committed to generating long-term, risk-adjusted returns through a diversified platform of funds and strategies. Established in 2019 with an initial focus on digital assets and direct investments, NOIA today enables investors to participate across both public and private markets through a variety of tailored strategies. The firm operates across multiple regions, with teams based in Dubai, Brussels, London, Geneva, and Luxembourg and is licensed and regulated in Dubai.

 

Jade's strategy through its relationship with NOIA is to provide Jade with access to the opportunity to invest in and benefit from the growth of leading private technology companies-an opportunity typically reserved for professional investors such as family offices, venture capital, and private equity firms. The objective is to deliver long-term capital appreciation through a carefully selected and diversified portfolio of high-quality, mid/late-stage technology businesses. At the same time, Jade will aim to provide liquidity that a public company offers and is otherwise difficult to access.

 

As a result of the Subscription, NOIA will own 83.85% of Jade's enlarged issued share capital. NOIA's holding will trigger either, an obligation on NOIA to make a mandatory cash offer or, an obviation of that obligation by resolution of shareholders independent of NOIA.

 

15.      COPIES OF THE INTERIM REPORT

 

             The report is available for download from the Company's website (www.jaderoadinvestments.com).

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