Company Registration No.: C 82098
Annual Financial Report
and
Consolidated Financial Statements
31 December 2023
1
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
CONTENTS
Pages
General information
2
Directors' report
3 - 8
Statement of compliance with the principles of good corporate governance
9 - 13
Statements of profit or loss and other comprehensive income
14
Statements of financial position
15 - 16
Statements of changes in equity
17 - 18
Statements of cash flows
19 - 20
Notes to the financial statements
21 - 59
Independent auditors' report
60 - 67
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
GENERAL INFORMATION
2
Registration
JD Capital plc is registered in Malta public limited liab ility company under the Maltese Companies Act (Cap.
386). The Company’s registration number is C 82098.
Directors
Josef Dimech
Jesmond Manicaro
Stephen Muscat
Jonathan Pace
Stanley Portelli
Company secretary
Malcolm Falzon (appointed on 1 February 2023)
Jesmond Manicaro (resigned on 1 February 2023)
Registered office and principal place of business
Bankers
Bank of Valletta p.l.c. Izola Bank p.l.c.
58, Zachary Street 53/58, East Street
Valletta VLT 1130 Valletta VLT 1251
Malta Malta
Auditors
RSM Malta
Mdina Road
Zebbug ZBG 9015
Malta
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
DIRECTORS' REPORT
3
The directors present their Annual Financial Report and the audited financial statements of JD Capital plc ("the
Company") and the audited consolidated financial statements of the Company and its subsidiaries (together,
"the Group") for the year ended 31 December 2023.
Principal activities
The Company's principal activity is to act as a holding company and to provide financing to its subsidiaries.
The Group is engaged in the business of providing aluminium, steel, wrought iron, large scale glass formats,
and stainless-steel works, as well as the construction of steel structures. The Group also holds an investment
property.
On the 20 of November 2023, the Company incorporated a new subsidiary, JD Real Estate Development Ltd,
which shall be engaged in the business of property development for resale as well as property development to
be held as investment property.
Review of the business
The Group’s and Company's performance is satisfactory, and the directors expect that the present level of
activity will remain positive in the foreseeable future. The Group’s level of business activity during the financial
year increased when compared to the previous year.
Revenue
Revenue for the year under review amounts to €12.97 million (2022: €11.83 million) for the Group.
EBITDA
The Group's EBITDA (earnings before interest, tax, depreciation and amortisation) for the year amounts to
€2.05 million (2022: €2.04 million) with adjusted EBITDA, that is, EBITDA before movement in expected credit
losses and fair value movements amounting to €2.01 million (2022: €1.13 million).
EBIT
The Group's EBIT for the year amounts to €1.40 million (2022: €1.10 million)
Investment in non-current assets
During the year, the Group initiated the development of the site at Hal Far. Works certified by an independent
architect by year end amount to €4 million. In the financial statements, development costs are being captured in
the carrying amount of the right-of-use asset. Apart from the development costs at the Hal Far site, the group
acquired other assets for the amount of €0.037 million (2022: €0.02 million).
In quarter 4 of 2023, the Group also engaged the contractors for the excavation works at the Birkirkara site.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
DIRECTORS' REPORT - continued
4
Review of the business - continued
Equity
JD Holdings Limited owns 99.96% shareholding of the Group's share capital.
The Group’s equity includes a share capital of €7.55 million (2022: €7.55 million) made up of 7,546,700 ordinary
shares of €1.00 each. Capital contribution reserves for the year amounted to €3.20 million (2022: Nil). The
capital contribution reserve represents a gratuitous capital contribution by JD Holdings Limited. Revaluation
reserves which at Group level arise on the revaluation of the land at the Hal Far site held as right-of-use amount
to €8.16 million (2022: €7.86 million). Retained earnings held by the Group amount to €1.43 million (2022: €1.40
million). The total equity of the Group is €20.34 million (2022: €16.81 million).
The Company’s equity includes a share capital of €7.55 million (2022: €7.55 million) made up of 7,546,700
ordinary shares of €1.00 each. Capital contribution reserves for the year amounted to €3.20 million (2022: Nil).
The capital contribution reserve represents a gratuitous capital contribution by JD Holdings Limited.
Accumulated losses held by the Company amount to €0.54 million (2022: €0.29 million). The total equity of the
Company is €10.21 million (2022: €7.26 million).
Total assets
The Group’s total assets amount to €76.33 million (2022: €57.49 million).
The Company’s total assets amount to €35.55 million (2022: €21.21 million).
Other considerations
During the year, the Group saw a change in its senior management structure. In April 2023, the Group
appointed Mr. Robert Zammit Lucas as the new Chief Financial Officer of the Group following the resignation of
Mr. Franklin Schembri. In June 2023 after decades of success and growth of the JD Group under the executive
leadership of Mr. Josef Dimech, with a view to strengthening the corporate governance structure of the Group
and the Company, the board of directors of the Company appointed Mr. Franco Azzopardi as the Group’s Chief
Executive Officer. As a result of such appointment, Mr. Dimech relinquished his position as the Chief Executive
Officer of the JD Group, retaining his position as Executive Director of the Company, and responsible for
business development. The new management team has been chosen to amongst others, spearhead the
diversification plan of the Group.
Results and dividends
The results for the year are set out in the statements of profit or loss and other comprehensive income on page
14. During the year ended 31 December 2023, the directors do not recommend the payment of a dividend. The
retained earnings of the Group and the accumulated losses of the Company amounting to €1,431,417 and
€537,993 respectively shall be carried forward.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
DIRECTORS' REPORT - continued
5
Principal risks and uncertainties
The Group is currently mainly dependent on the operations of one of its subsidiaries, JD Operations Limited, its
main line of business being the installation and manufacture of aluminium apertures, steel structures and
large-scale glass formats. The full list of key risks listed in the base prospectus are still applicable. To mitigate
such risks the Group is diversifying its business lines as per the Base Prospectus issued to the public on 3
October 2022.
Apart from the above, the Group is subject to various other risks such as market, economic, credit and liquidity
risks that may affect the Group’s projects and their timely completions. The directors are confident that the
Company has the right framework and the appropriate policies and procedures in place to mitigate the effects
that the aforementioned risks might have on the business.
Disclosures of material matters
JD Capital p.l.c. has the following 5 material contracts:
i. €4.9m loan given to JD Operations Limited. This relates to the Prospects bond obtained in 2018;
ii. €3.6m loan granted to JD Operations Limited as working capital. Proceeds obtained by JD Capital plc from
bond issue in November 2022;
iii. €5m loan agreement with JD Operations Limited for the redevelopment of the Hal Far factory. Again,
proceeds obtained by JD Capital plc from the bond issue that took place in November 2022;
iv. €4m loan given to JD Birkirkara Limited for the development of the Birkirkara Office Complex. JD Capital plc
obtained the loan funds from the series 2 bonds, issued in July 2023; and
v. €7m loan agreement with JD Operations Limited for the development of the Hal Far site. JD Capital plc
obtained the loan funds from the series 2 bonds issued in July 2023.
Company secretary and registered office
During the year ended 31 December 2023, Dr Jesmond Manicaro resigned from company secretary on 1
February 2023. On the same date, Dr. Malcolm Falzon was appointed as company secretary. The Company's
registered office is HHF 303 Industrial Estate, Hal Far, Birzebbugia, BBG 3000, Malta.
Financial risk management
The Group is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk. These are
further analysed in Note 32 in the financial statements.
Events after the end of reporting period
On 14 December 2023, the Company announced that a prospectus relating to the issue of a maximum of
€5,000,000 7.25% secured callable notes redeemable between 2025 - 2027 at the discretion of the Company, of
a nominal value of €1,000 per note was approved by the Malta Financial Services Authority. On 19 January
2024, the Company announced that the offer has been fully subscribed to.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
DIRECTORS' REPORT - continued
6
Events after the end of reporting period - continued
On 12 February 2024, the Company announced that as specified in the registration documentation forming part
of the prospectus dated 12 December 2023, published by the Company in respect of the secured callable notes
issue, the Company through its wholly owned subsidiary JD Real Estate Development Limited, acquired from
third party vendors with the intention to hold as an investment property, the properties known as Ta’ Monita
Residence, Marsascala. The properties are situated in a special designated area, thereby exempt from the
restrictions to acquisition which non-Maltese and non-EU nationals are subject to. The acquired properties have
a potential of further developable area of circa 6,600 square metres of residential apartments and circa 2,100
square metres of underlying basement garages.
Going concern
During 2023, the war between Ukraine and Russia continued to escalate. Similar to the previous year, the
Group has not made any sales overseas and it does not have any contracts for raw materials in Ukraine or
Russia. Furthermore, none of the Group's clients, which are Malta-based have suspended their projects or
cancelled orders.
2023 saw the emergence of another conflict in the Middle East in the Gaza area. The Group has not made any
sales nor does it source any of its raw materials from this region. Furthermore, none of the Group’s clients are
directly linked to these two countries and as a result, management has assessed that such political factors will
not affect the Group’s performance for the foreseeable future. Furthermore, as a consequence of the conflict in
the Middle East, Yemen’s Houthi rebels began attacking vessels in the Red Sea. In response, shipping
companies have altered their routes to avoid the Suez Canal and the Red Sea. This again did not impact the
operations as the Group’s main suppliers are located in mainland Europe.
However, these two conflicts continued to exacerbate the levels of economic uncertainty. These new conditions
triggered new spiraling inflationary pressures across the world and pushed central banks to increase interest
rates to manage demand with a view to curb inflation. In March 2023, the international financial sector was hit by
a number of adverse developments in the banking industry which compounded the levels of economic
uncertainty. In light of the above, the Group continues to monitor its cash flow projections to assess the effect of
the unfolding economic developments on its operations.
The directors, at the time of approving the financial statements, have determined that there is reasonable
expectation that the Group and the Company have adequate resources to continue operating for the
foreseeable future and for this reason, the directors have adopted the going concern basis in preparing the
financial statements.
Future developments
The Company is not envisaging any changes in operating activities for the forthcoming year.
Directors
The directors of the Company who held office during the year are listed on page 2.
In accordance with the Company's Memorandum and Articles of Association, the present directors remain in
office, but shall retire from office at least once every three years. However, they shall be eligible for re-election.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
DIRECTORS' REPORT - continued
7
Statement of directors' responsibilities
The Companies Act (Cap. 386), enacted in Malta, requires the directors to prepare financial statements for each
financial year which give a true and fair view of the financial position of the Group and of the Company as at the
end of the financial year and of the profit or loss for that year.
In preparing the financial statements, the directors are responsible for:
• adopting the going concern basis unless it is inappropriate to presume that the Company and the Group
will continue in business as going concern;
• selecting suitable accounting policies and applying them consistently;
• making judgements and accounting estimates that are reasonable and prudent;
• accounting for income and charges relating to the accounting period on the accrual basis;
• valuing separately the components of asset and liability items;
• report comparative figures corresponding to those of the preceding accounting period; and
• preparing the financial statements in accordance with International Financial Reporting Standards (IFRS
Accounting Standards) as adopted by the EU.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at
any time the financial position of the Company and of the Group and to enable them to ensure that the financial
statements comply with the Maltese Companies Act (Cap. 386). This responsibility includes designing,
implementing and maintaining 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. The
directors are also responsible for safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The financial statements of JD Capital plc for the year ended 31 December 2023 are included in the Annual
Financial Report 2023, which is available on the Company’s website. The directors are responsible for the
maintenance and integrity of the Annual Financial Report on the website in view of their responsibility for the
controls over, and the security of, the website. Access to information published on the Company’s website is
available in other countries and jurisdictions, where legislation governing the preparation and dissemination of
financial statements may differ from requirements or practice in Malta.
Additionally, the directors are responsible for:
• the preparation and publication of the Annual Financial Report, including the consolidated financial
statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in
accordance with the requirements of the European Single Electronic Format Regulatory Technical Standard
as specified in the Commission Delegated Regulation (EU) 2019/815 (the “ESEF RTS”);
• designing, implementing and maintaining internal controls relevant to the preparation of the Annual Financial
Report that is free from material non-compliance with the requirements of the ESEF RTS, whether due to
fraud or error; and
• for ensuring the accurate transfer of the information in the Annual Financial Report into a single electronic
format.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
DIRECTORS' REPORT - continued
8
Auditors
RSM Malta, Registered Auditors, have expressed their willingness to continue in office and a resolution for their
reappointment will be proposed at the Annual General Meeting.
Statement of responsibility pursuant to the Capital Market Rules issued by MFSA
The directors declare that to the best of their knowledge:
• In accordance with Capital Market Rule 5.68, the financial statements give a true and fair view of the
financial position of the Group and the Company as at 31 December 2023, and of the financial
performance and cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS Accounting Standards) as adopted by the European Union and with the
Maltese Companies Act (Cap 386); and
• In accordance with the Capital Market Rules, the Directors’ Report includes a fair review of the
development and performance of the business and the position of the Group and the Company,
together with a description of the principal risks and uncertainties that the Group and the Company face.
Signed on behalf of the Board of Directors on 24 April 2024 by Josef Dimech (Director) and Stephen Muscat
(Director) as per Director's Declaration on ESEF Annual Financial Report submitted in conjunction with the
Annual Financial Report 2023.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
9
STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE
GOVERNANCE
JD Capital PLC ("the Company") is committed to observing the principles of transparent and responsible
corporate governance. The Board considers compliance with corporate governance principles to constitute an
important means of maintaining the confidence of present and future bondholders, creditors, employees,
business partners and the public. Pursuant to the Capital Market Rules, the Company is hereby presenting a
statement of compliance with the Code of Principles of Good Corporate Governance (“the Principles” or “the
Code”) for the year ended 31 December 2023, which details the extent to which the Principles have been
adopted, as well as the effective measures taken by the Company to ensure compliance with these Principles.
Other than as stated in Part Two below, the Company has fully implemented the Principles set out in the Code.
PART I - Compliance with the Code
Principle 1: The Board
The overall management and policy setting of the Company is vested in a Board of Directors consisting of five
(5) Directors, including the Chairman.
The composition of the Board of Directors ensures that the Company is led by individuals who have the
necessary skills and diversity of knowledge. The Board considers strategic issues, key projects and regularly
monitors performance against delivery of the key targets of the Group’s business plan.
Principle 2: Chairman and Chief Executive
The positions of the Chairman of the Board and that of the Chief Executive Officer (CEO) are vested in separate
individuals.
Up to 11 June 2023, the role of Chief Executive Officer of the Group was held by Mr. Josef Dimech, an
Executive Director of the Company. As from 12 June 2023, the Group appointed Mr. Franco Azzopardi to fulfill
the role of Chief Executive Officer of the Group and Company.
The responsibilities of Chairman are vested in Mr. Stephen Muscat.
Principle 3: Composition of the Board
The Board of the Company who served during the year until 31 December 2023 was as follows:
Directors
Mr. Stephen Muscat Chairman and Non-executive Director
Mr. Josef Dimech Executive Director
Mr. Jonathan Pace Executive Director
Dr. Stanley Portelli Non-executive Director
Dr. Jesmond Manicaro Non-executive Director
Company secretary
Dr. Malcolm Falzon
The Board considers that the non-executive directors are independent of management and free from any
business or other relationship that could materially interfere with the exercise of their independent judgement.
The members of the Board have the balance of knowledge and experience as well as a strong non-executive
presence to allow continued scrutiny of performance, strategy, and governance.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
10
STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE
GOVERNANCE - continued
PART I - Compliance with the Code - continued
Principle 3: Composition of the Board - continued
For the purpose of the Capital Market Rules, the non-executive directors are deemed independent. Each
director is mindful of maintaining independence, professionalism, and integrity in carrying out his duties and
responsibilities, whilst providing judgement as a director of the Company.
The Board considers that none of the independent non-executive Directors of the Company:
• is or has been employed in any capacity by the Company;
• has or has had, over the past three years, a significant business relationship with the Company;
• has received or receives significant additional remuneration from the Company in addition to their director’s
fee;
• has close family ties with any of the Company’s executive directors or senior employees; and
• has been within the last three years an engagement partner or a member of the audit team or past external
auditor of the Company.
Each of the independent Directors hereby declares that he undertakes to:
• maintain in all circumstances his independence of analysis, decision and action;
• not seek or accept any unreasonable advantages that could be considered as compromising his
independence; and
• clearly express his opposition in the event that he finds that a decision of the Board may harm the
Company.
Principle 4: The Responsibilities of the Board
The Board has responsibility for overseeing the strategic planning process and reviewing and monitoring
management’s execution of the corporate and group business plan. The Board requires that management report
back on any issues noted as the need arises and periodically in relation to the Company's performance. The
Board delegates certain powers, authorities and discretions to the audit committee. The role and competence of
such committee is further described in Principle 8 hereunder.
Principle 5: Board Meetings
The Board meets at least six times a year unless further meetings are required in accordance with the needs of
the Company. The Board has a schedule of matters reserved for it to discuss.
Each Director is expected to attend all meetings of the Board and Board committees of which the Director is a
member. The Board recognises that occasional meetings may need to be scheduled on short notice when the
participation of a Director is not possible and that conflicts may arise from time to time that will prevent a
Director from attending or participating in a regularly scheduled meeting. However, the Board expects that each
Director will make every possible effort to keep such absences to a minimum.
The Board has met eight times during the year. All Directors were present on all these meetings.
Principle 6: Information and Professional Development
The Company firmly believes in the professional development of all the members of the Board. The CEO and
Senior management of the subsidiary are invited to attend Board meetings from time to time when appropriate.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
11
STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE
GOVERNANCE - continued
PART I - Compliance with the Code - continued
Principle 7: Evaluation of the Board’s Performance
The Board and its sub-committee being the Audit committee, informally evaluate their performance on on an
annual basis. This assessment led to a change in the Corporate Governance structure during 2023 as explained
in Principle 2. Under the present circumstances, the Board does not consider it necessary to appoint a
committee to carry out a performance evaluation.
Principle 8: Committees
The Board delegates certain powers, authorities and discretions to the audit committee.
Remuneration Committee
As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the
directors is not performance-related, the Company has not set up a remuneration committee. Instead, the
functions of the Remuneration Committee are vested in the Board, which itself establishes the remuneration
policies of the Company.
Nomination Committee
The Board of Directors considers that the size and operation of the Company does not warrant the setting up of
a nomination committee and will not be incorporating a nomination committee. Appointments to the Board of
Directors are determined by the holders of the ordinary shares in accordance with the Company’s Memorandum
and Articles of Association. The Company considers that the members of the Board possess the level of skill,
knowledge and experience expected in terms of the Code.
Audit Committee
The audit committee’s primary role is to support the main Board in terms of quality control of the Company’s
financial reports, its internal controls and in managing the Board’s relationships with the external auditors.
The audit committee comprises of the following independent, non-executive Directors:
Mr. Stephen Muscat Chairman
Dr. Stanley Portelli Member
Dr. Jesmond Manicaro Member
In compliance with the Capital Market Rules, Mr. Stephen Muscat is the independent, non-executive Director
who is competent in accounting and/or auditing matters in view of his considerable experience as a warranted
Certified Public Accountant.
The audit committee met four times during the year. All members were present on all these meetings.
The Group engaged an outsourced Internal Audit Function.
Principles 9 and 10: Relations with Bondholders and with the Market and Institutional Shareholders
The Company is committed to having an open and communicative relationship with its bondholders. The Board
believes that bondholders should have an opportunity to send communications to the Board. Any
communication from a bondholder to the Board or to a particular Director should be in writing, signed, contain
the number of bonds held in the sender’s name and should be delivered to the attention of the company
secretary at the registered office of the Company in general.
The Company issues company announcements to keep the market informed of Group developments. The
Company's website also contains information about the Group and its business, including an Investor Relations
Section. During 2023 the company issued 16 announcements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
12
STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE
GOVERNANCE - continued
PART I - Compliance with the Code - continued
Principle 11: Conflicts of Interest
The Directors should always act in the best interest of the Company and its shareholders and investors. The
procedures internally followed by the Board reflect how sensitive such situations, if and when they arise, are
considered by the Company. In accordance with the provisions of the Articles of Association of the Company,
any actual, potential or perceived conflict of interest must be immediately declared by a Director to the other
members of the Board, who then (also possibly through a referral to the audit committee) decide on whether
such a conflict exists. In the event that the Board perceives such interest to be conflicting with the Director’s
duties, the conflicted Director is required to leave the meeting and both the discussion on the matter and the
vote, if any, on the matter concerned are conducted in the absence of the conflicted Director.
Principle 12: Corporate Social Responsibility
The Company remains committed to being a responsible company and making a positive contribution to society
and the environment. This helps the Group develop strong relationships with its stakeholders, and create
long-term value for society and its business. The Group is committed to play a leading and effective role in
Malta’s sustainable development whilst tangibly proving itself to be a responsible and caring entity of the
community in which it operates. The Group continues to support a number of different local initiatives aimed at
improving the quality of life of the local communities it supports.
PART II - Non-compliance with the Code
Principle 7: Evaluation of the Board’s Performance
Even though the Board informally evaluated its performance, it did not appoint an ad hoc committee to carry out
such evaluation. The Board believes that the outcome of such an exercise currently provides the deliverables
needed.
Principle 8: Committees
The Memorandum and Articles of Association of the Company regulates the appointment of Directors.
The Board believes that the setting up of a Nomination Committee and a Remuneration Committee is currently
not suited to the Company as envisaged by the spirit of the Code.
PART III - Internal Control and Risk Management in relation to the Financial Reporting Process
The Board, supported by the Audit Committee is ultimately responsible for the Group’s system of internal control
and risk management and for reviewing its effectiveness. Such a system is designed to manage rather than
eliminate the risk of failure to achieve business objectives, and can only provide a reasonable, as opposed to
absolute assurance against material misstatement or loss.
The Company operates through the Board of Directors and senior management with clear reporting lines and
delegation of powers. The Board of Directors has adopted and implemented appropriate policies and
procedures to manage risks and internal control. Senior management plans, executes, controls and monitors
business operations in order to achieve the set objectives.
The Directors, with the assistance of senior management, are responsible for the identification, evaluation and
management of the key risks to which the Company may be exposed. The Company has in place clear and
consistent procedures in place for monitoring the system of internal financial controls. The Directors also receive
periodic management information giving comprehensive analysis of financial and business performance
including variances against the Group’s set targets.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
13
STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE
GOVERNANCE - continued
PART III - Internal Control and Risk Management in relation to the Financial Reporting Process -
continued
The Audit Committee supported by the internal audit function, reviews and assesses the effectiveness of the
internal control systems, including financial reporting, and determines whether significant internal control
recommendations made by internal and external auditors have been implemented. The Committee plays an
important role in initiating discussions with the Board with respect to risk assessment and risk management and
reviews contingent liabilities and risks that may be material to the Group.
PART IV - General Meetings
General meetings are called and conducted in accordance with the provisions contained in the Company’s
Articles of Association and in accordance with any applicable laws or regulations as may be applicable from
time to time. As outlined previously, information on General Meetings is found in the Directors’ Report.
The report above is a summary of the views of the Board on the Company’s compliance with the Code.
Generally, the Board is of the opinion that, in the context of the applicability of the various principles of the Code
to the Company and in the context of the Company’s business operations and save as indicated herein in the
section entitled “Non-Compliance” the Company has applied the principles and has complied with the Code
throughout the financial year under review. The Board shall keep these principles under review and shall
monitor any developments in the Company’s business to evaluate the need to introduce new corporate
governance structures or mechanisms as and when the need arises.
Signed on behalf of the Board of Directors on 24 April 2024 by Josef Dimech (Director) and Stephen Muscat
(Director).
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December
14
Group
Company
Notes
2023
€
2022
€
2023
€
2022
€
Revenue
4
-
-
Cost of sales
(10,650,049 )
(10,705,255 )
-
-
Gross profit
-
-
Selling and distribution expenses
(180,256 )
(140,999 )
-
-
Administrative expenses
(1,013,330 )
(1,013,528 )
(302,200)
(275,392)
Other income
5
-
-
Operating profit/(loss)
6
(302,200)
(275,392)
Gain on fair value movement
13
-
-
Interest income
8
1,072,591
342,299
Finance costs
9
(1,188,976 )
(723,655 )
(977,356)
(292,936)
Other losses
10
(1,721 )
-
-
Expected credit loss provision
movement
(55,721 )
(42,970)
(11,160)
Profit/(loss) before tax
(249,935)
(237,189)
Taxation (charge)/credit
11
(229,550 )
(199,209 )
-
199
Profit/(loss) for the year
(249,935)
(236,990)
Other comprehensive income:
Items that will not be reclassified
subsequently to profit or loss
Revaluation of land and buildings, net
of tax
22
-
-
Other comprehensive income for
the year
-
-
Total comprehensive income/(loss)
for the year
(249,935)
(236,990)
Profit/(loss) for the year
attributable to:
Owners of the Company
(249,935)
(236,990)
Total comprehensive income/(loss)
attributable to:
Owners of the Company
(249,935)
(236,990)
Basic earnings/(loss) per share
The notes on pages 21 to 59 are an integral part of these consolidated financial statements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
STATEMENTS OF FINANCIAL POSITION
As at 31 December
15
Group
Company
Notes
2023
€
2022
€
2023
€
2022
€
ASSETS
Non-current assets
Property, plant and equipment
12
-
-
Investment property
13
-
-
Intangible assets
14
-
-
Investments in subsidiaries
15
10,703,600
7,502,400
Financial assets at amortised cost
16
22,291,991
7,004,388
Trade and other receivables
19
-
-
Total non-current assets
32,995,591
14,506,788
Current assets
Financial assets at amortised costs
16
7,013
45,400
Inventories
17
-
-
Contract assets
18
-
-
Trade and other receivables
19
2,550,184
6,650,166
Cash at bank and in hand
20
-
9,987
Total current assets
2,557,197
6,705,553
TOTAL ASSETS
35,552,788
21,212,341
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
16
STATEMENTS OF FINANCIAL POSITION - continued
As at 31 December
Group
Company
Notes
2023
€
2022
€
2023
€
2022
€
EQUITY AND LIABILITIES
Capital and reserves
Share capital
Revaluation reserve
22
-
-
Other reserves
23
3,200,000
-
Retained earnings/(Accumulated losses)
(537,993)
(288,058)
TOTAL EQUITY
10,208,707
7,258,642
Non-current liabilities
Borrowings
25
24,470,890
13,625,498
Lease liabilities
26
-
-
Trade and other payables
27
-
-
Deferred tax liabilities
-
-
Non-current tax liabilities
-
-
Total non-current liabilities
24,470,890
13,625,498
Current liabilities
Borrowings
25
446,835
237,962
Lease liabilities
26
-
-
Contract liabilities
28
-
-
Current tax payable
-
-
Trade and other payables
27
426,356
90,239
Total current liabilities
873,191
328,201
TOTAL LIABILITIES
25,344,081
13,953,699
TOTAL EQUITY AND LIABILITIES
35,552,788
21,212,341
The notes on pages 21 to 59 are an integral part of these consolidated financial statements.
The financial statements on pages 14 to 59 were approved and authorised for issue by the Board of Directors
on 24 April 2024. The financial statements were signed on behalf of the Company’s Board of Directors by Josef
Dimech (Director) and Stephen Muscat (Director) as per the Directors’ Declaration on ESEF Annual Financial
Report submitted in conjunction with the Annual Financial Report 2023.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
STATEMENTS OF CHANGES IN EQUITY
17
Group
Notes
Share
capital
€
Revaluation
reserve
€
Other
reserves
€
Retained
earnings/
(Accumulated
losses)
€
Total
€
Balance at 1 January 2022
Total comprehensive income for
the year:
Profit for the financial year
Balance at 31 December 2022
Balance at 1 January 2023
Comprehensive income:
Profit for the financial year
Other comprehensive income:
Items that will not be reclassified
subsequently to profit or loss
Revaluation of land and building,
net of deferred tax
12
Total comprehensive income
Transactions with owners:
Capitalisation of amounts with
shareholder
23
Total transactions with owners
Balance at 31 December 2023
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
18
STATEMENTS OF CHANGES IN EQUITY - continued
Company
Note
Share
capital
€
Other
reserves
€
Retained
earnings/
(Accumulated
losses)
€
Total
€
Balance at 1 January 2022
7,546,700
-
(51,068)
7,495,632
Total comprehensive loss for the year:
-
Loss for the financial year
-
-
(236,990)
(236,990)
Balance at 31 December 2022
7,546,700
-
(288,058)
7,258,642
Balance at 1 January 2023
7,546,700
-
(288,058)
7,258,642
Comprehensive income:
Loss for the financial year
-
-
(249,935)
(249,935)
Total comprehensive income
-
-
(249,935)
(249,935)
Transactions with owners:
Capitalisation of amounts with shareholder
23
-
3,200,000
-
3,200,000
Total transactions with owners
-
3,200,000
-
3,200,000
Balance at 31 December 2023
7,546,700
3,200,000
(537,993)
10,208,707
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
STATEMENTS OF CASH FLOWS
For the year ended 31 December
19
Group
Company
Note
2023
€
2022
€
2023
€
2022
€
Cash flows from operating activities:
Profit/(loss) before tax
(249,935)
(237,189)
Adjustments for:
Finance costs
977,356
292,310
Depreciation on property, plant and
equipment
-
-
Movement in impairment of financial
assets
(35,948 )
(49,883 )
42,970
11,160
Amortisation of bond issue costs
34,451
86,254
Loss on disposal of motor vehicles
-
-
Gain on revaluation of investment
property
(971,285 )
-
-
Finance and dividend income
(51,321 )
(41,899 )
(1,072,591)
(342,299)
Cash generated from/(used in)
operations before working capital
changes
(267,749)
(189,764)
(Increase)/decrease in inventories
(199,283 )
-
-
(Increase)/decrease in trade and other
receivables and contract assets
(7,793,631 )
(9,548,656 )
6,415,606
(6,438,419)
Increase/(decrease) in trade and other
payables and contract liabilities
37,761
(3,369)
Cash (used in)/generated from
operating activities
(2,717,596 )
(7,271,281 )
6,185,618
(6,631,552)
Interest received
756,967
342,299
Interest paid
(65,253 )
-
-
Taxes paid
(430,131 )
(220,476 )
-
(47,751)
Net cash flows (used in)/generated
from operating activities
(3,211,961 )
(7,491,757 )
6,942,585
(6,337,004)
Cash flows from investing activities:
Payments to acquire property, plant and
equipment
(4,669,058 )
(143,540 )
-
-
Payments to acquire investment
property
(240,292 )
-
-
Receipt from disposal of motor vehicles
-
-
Movement in amounts due from
subsidiary, parent company and
related company
(631,107 )
(44,643 )
(15,292,186)
(2,130,738)
Net cash flows used in investing
activities
(5,540,457 )
(185,883 )
(15,292,186)
(2,130,738)
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
STATEMENTS OF CASH FLOWS - continued
For the year ended 31 December
Group
Company
Note
2023
€
2022
€
2023
€
2022
€
20
Cash flows from financing activities:
Proceeds from bank borrowings
-
-
Issuance of bond
8,810,941
8,622,604
Repayment of bank borrowings
(2,855,514 )
-
-
Interest paid
(1,026,435 )
(629,690 )
(679,000)
(379,450)
Interest paid on lease liabilities
(173,143 )
(175,136 )
-
-
Payments on finance leases
(45,177 )
(36,442 )
-
-
Movement in amounts due to subsidiary,
ultimate shareholder and related
company
207,584
234,370
Net cash flows generated from
financing activities
8,339,525
8,477,524
Net cash (decrease)/increase in cash
and cash equivalents
(565,049 )
(10,076)
9,782
Cash and cash equivalents at
beginning of year
(140,054 )
9,987
205
Cash and cash equivalents at end of
year
20
(89)
9,987
The notes on pages 21 to 59 are an integral part of these consolidated financial statements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2023
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59
INDEPENDENT AUDITORS' REPORT
RSM Malta
Mdina Road,
Ħaż-Żebbuġ, Malta
ZBG 9015
T +356 2278 7000
www.rsm.com.mt
60
RSM Malta is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM
network. Each member of the RSM network is an independent accounting and consulting firm, which practices in its own
right. The RSM network is not itself a separate legal entity in any jurisdiction.
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of JD Capital plc ("the Company") and the
consolidated financial statements of the Company and its subsidiaries (together, "the Group"), set out
on pages 14 - 59, which comprise the statements of financial position as at 31 December 2023, the
statements of profit or loss and other comprehensive income, statements of changes in equity and
statements of cash flows for the year then ended, and notes to the financial statements, including a
summary of material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the Group
and the Company as at 31 December 2023, and of their financial performance and their cash flows for
the year then ended in accordance with International Financial Reporting Standards (IFRS Accounting
Standards) as adopted by the European Union (EU), and have been properly prepared in accordance
with the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with the additional report to the audit committee in accordance with the
provision of Article 11 of the EU Regulations No. 537/2014 on specific requirements on statutory
audits of public-interest entities.
Basis for Opinion
We conducted our audits in accordance with International Standards on Auditing ("ISA"). Our
responsibilities under those standards are further described in the Auditors’ Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Group and the
Company in accordance with the ethical requirements of both the International Ethics Standards Board
for Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code) and the Accountancy Profession (Code of Ethics for Warrant
Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta that are
relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the IESBA Code and the Code of Ethics for Warrant
Holders in Malta. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
INDEPENDENT AUDITORS' REPORT - continued
61
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements - continued
Basis for Opinion - continued
To the best of our knowledge and belief, we declare that non-audit services that we have provided to
the Company and its subsidiaries are in accordance with the applicable laws and regulations in Malta
and that we have not provided any non-audit services that are prohibited under Article 18A of the
Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the Group during the year are disclosed in Note 6 in
the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. 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.
Valuation of investment property relating to the Group
The Group's investment property pertaining to land in Birkirkara is carried at fair value of €5,734,292.
Valuation of this property is inherently subjected to, among other factors, the individual nature of the
property, its location, and the expected future revenues to be derived from the property.
The existence of significant estimates used to arrive at the fair value of the property, could result in a
potential material misstatement by virtue of the inherent uncertainties underlying the estimations.
Consequently, specific audit focus and attention was given to this area. The valuation of the property
was performed by management on the basis of valuation reports prepared by an independent qualified
architect.
Our audit procedures included, amongst others, the following:
• Considering the objectivity, independence, competence and capabilities of the external valuer.
• Assessing the valuation inputs and assumptions used on which the forecasts were made.
• Testing the mathematical accuracy of the calculations derived from the forecast model.
• Assessing the key valuation inputs and assumptions used on which the forecasts were made.
INDEPENDENT AUDITORS' REPORT - continued
62
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements - continued
Key Audit Matters - continued
Valuation of property, plant and equipment relating to the Group
The Group’s land and buildings carried at fair value relate to two lease agreements. These had a
carrying amount of €27,826,765 as at year-end. Valuation of this property is inherently subjected to,
among other factors, the individual nature of the property, its location, and the expected future
revenues to be derived from the property.
The existence of significant estimates used to arrive at the fair value of the property, could result in a
potential material misstatement by virtue of the inherent uncertainties underlying the estimations.
Consequently, specific audit focus and attention was given to this area. The valuation of the property
was performed by management on the basis of valuation reports prepared by an independent qualified
architect.
Our audit procedures included, amongst others, the following:
• Considering the objectivity, independence, competence and capabilities of the external valuer.
• Reviewing the methodology used by the external valuer and by management to estimate the fair
value of the industrial buildings.
• Testing the mathematical accuracy of the calculations derived from the forecast model.
• Assessing the key valuation inputs and assumptions used on which the forecasts were made.
Assessment of the recoverability of receivables relating to the Group
We identified the recoverability of the related party receivables as a key audit matter due to the
significant degree of judgements made by management in assessing the impairment of the
receivables and consequently, in determining the extent of allowance for expected credit losses
("ECL").
As at 31 December 2023, the Group had a loan receivable and amounts due from the parent company
totalling to €2,177,571 and amounts due from related companies of €5,561,258.
Our audit procedures included, amongst others, the following:
• Reviewing the terms surrounding the agreements.
• Assessing the financial soundness of the parent company and related companies taking into
account their business plans and strategies.
• Understanding and evaluating the workings and assumptions underlying the assessments for the
loss allowances under IFRS 9.
INDEPENDENT AUDITORS' REPORT - continued
63
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements - continued
Other Information
The directors are responsible for the other information. The other information comprises the general
information and the directors’ report, and statement of compliance with the principles of good
corporate governance, but does not include the financial statements and our auditors report thereon.
Our opinion on the financial statements does not cover the other information, and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated. If, based on the work we have performed on the other information that we
have obtained prior to the date of this auditors’ report, 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.
Under Article 179(3) of the Maltese Companies Act (Cap. 386), we are required to consider whether
the information given in the directors’ report is compliant with the disclosure requirements of Article
177 of the same Act.
Based on the work we have performed, in our opinion:
• the directors’ report has been prepared in accordance with the Maltese Companies Act (Cap.
386);
• the information given in the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• in light of our knowledge and understanding of the Group and the Company and their
environment obtained in the course of the audit, we have not identified material misstatements
in the directors’ report.
Responsibilities of the Directors and Those Charged with Governance for the Financial
Statements
The directors are responsible for the preparation of financial statements that give a true and fair view
in accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the
Maltese Companies Act (Cap. 386), 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 Group’s and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the financial reporting process of the
Group and the Company.
INDEPENDENT AUDITORS' REPORT - continued
64
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements - continued
Auditors' 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 auditors’ 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 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.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group's and the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s and the
Company's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group and the Company to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
INDEPENDENT AUDITORS' REPORT - continued
65
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements - continued
Auditors' Responsibilities for the Audit of the Financial Statements - continued
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provided those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current year and are
therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
Report on the Statement of Compliance with the Principles of Good Corporate Governance
The Capital Market Rules issued by the Malta Financial Services Authority require the directors to
prepare and include in their Annual Financial Report a Statement of Compliance with the Code of
Principals of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Market
Rules. The Statement’s required minimum contents are determined by reference to Capital Markets
Rule 5.97. The Statement provides explanations as to how the Company has complied with the
provisions of the Code, presenting the extent to which the Company has adopted the Code and the
effective measures the Board has taken to ensure compliance throughout the accounting period with
those Principles.
The Capital Market Rules also require the auditor to report on the Statement of Compliance prepared
by the directors.
We read the Statement of Compliance and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the financial statements included in the
Annual Financial Report with respect to the information referred to in the Capital Market Rules 5.97.4
and 5.97.5. We also assessed whether the Statement of Compliance includes all the other information
required to be presented as per Capital Market Rules 5.97. Our responsibilities do not extend to
considering whether this statement is consistent with any other information included in the Annual
Financial Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control
included in the Statement of Compliance cover all risks and controls, or form an opinion on the
effectiveness of the Company’s corporate governance procedures or its risk and control procedures.
In our opinion, the Statement of Compliance with the Principles of Good Corporate Governance has
been properly prepared in accordance with the requirements of the Capital Market Rules issued by the
Malta Financial Services Authority.
INDEPENDENT AUDITORS' REPORT - continued
66
To the Shareholders of JD Capital plc
Report on Other Legal and Regulatory Requirements - continued
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of
Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) -
the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF
Directive 6”) on the annual financial report of JD Capital p.l.c. for the year ended 31 December 2023,
entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the annual financial report, including the
consolidated financial statements and the relevant mark-up requirements therein, by reference to
Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Auditors’ responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual financial report,
including the consolidated financial statements and the relevant electronic tagging therein complies in
all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our
reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
• obtaining an understanding of the entity's financial reporting process, including the preparation of
the annual financial report, in accordance with the requirements of the ESEF RTS.
• obtaining the annual financial report and performing validations to determine whether the annual
financial report has been prepared in accordance with the requirements of the technical
specifications of the ESEF RTS.
• examining the information in the annual financial report to determine whether all the required
taggings therein have been applied and whether, in all material respects, they are in accordance
with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2023 has been prepared,
in all material respects, in accordance with the requirements of the ESEF RTS.
INDEPENDENT AUDITORS' REPORT - continued
67
To the Shareholders of JD Capital plc
Report on Other Legal and Regulatory Requirements - continued
Other Matters on which we are Required to Report by Exception
Under the Maltese Companies Act (Cap. 386), we are required to report to you if in our opinion:
• proper accounting records have not been kept; or
• proper returns adequate for our audit have not been received from branches we have not visited;
or
• the financial statements are not in agreement with the accounting records and returns; or
• we were unable to obtain all the information and explanations which, to the best of our knowledge
and belief, are necessary for the purposes of our audit.
We also have responsibilities under the Capital Market Rules to review the statement made by the
directors that the business is a going concern together with supporting assumptions or qualifications
as necessary.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were first appointed to act as statutory auditors of the Company by the shareholders of the
Company on 18 June 2018 for the period ended 31 December 2018, and we were subsequently
reappointed by the shareholders at the Company's general meeting for the financial years thereafter.
The period of uninterrupted engagement as statutory auditor of the Company is six financial years.
This copy of the audit report has been signed by:
Conrad Borg (Principal)
for and on behalf of
RSM Malta
Registered Auditors
24 April 2024
