JD Capital plc Financial Statements 2024

Company Registration No.: C 82098

JD CAPITAL PLC

Annual Financial Report

and

Consolidated Financial Statements

31 December 2024

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

CONTENTS

	Pages

General information			2
Directors' report		3 - 9
Statement of compliance with the principles of good corporate governance	10	-	14
Statements of profit or loss and other comprehensive income			15
Statements of financial position	16	-	17
Statements of changes in equity	18	-	20
Statements of cash flows	21	-	22
Notes to the financial statements	23	-	68
Independent auditor's report	69	-	76

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

GENERAL INFORMATION

Registration

JD Capital plc is registered in Malta as a public limited liability company under the Maltese Companies Act (Cap.

386). The Company’s registration number is C 82098.

Directors

Josef Dimech

Jesmond Manicaro

Stephen Muscat

Franco Azzopardi (appointed on 1 August 2024)

Stanley Portelli

Jonathan Pace (resigned on 1 August 2024)

Company Secretary

Malcolm Falzon

Registered Office and Principal Place of Business

HHF 303 Industrial Estate

Hal Far

Birzebbugia BBG 3000

Malta

Bankers

Bank of Valletta p.l.c. Lidion Bank plc

58, Zachary Street Block 3, Level 0, Trident Park

Valletta VLT 1130 Mdina Road, Zone 2

Malta Central Business District

Birkirkara CBD 2010

Izola Bank p.l.c. Malta

53/58, East Street

Valletta VLT 1251 FIMBank p.l.c.

Malta Mercury Tower

The Exchange Financial & Business Centre

MeDirect Bank (Malta) plc Elia Zammit Street

The Centre, Tigne Point St. Julian's STJ 3155

Sliema TPO 0001 Malta

Malta

Auditor

RSM Malta

Mdina Road

Zebbug ZBG 9015

Malta

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

DIRECTORS' REPORT

The directors present the 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 2024.

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.

During the financial year under review, the Group continued its transformation and expansion, and after

incorporating a new subsidiary JD Real Estate Development Ltd. in 2023, on 27th November 2024 it acquired

OneA Properties Ltd, a company engaged in developing, leasing and carrying on the business as estate agents,

property consultants and contractors. Furthermore, on 28th November 2024, the Group acquired J&J

Development Ltd. and IVIVIV Holdings Ltd. through JD Real Estate Development Ltd.

J&J Development Ltd. is the holding company of Skorba Developments Ltd., a company engaged in carrying on

the business of developers of any building including but not limited to apartments, flats, shops, bars, hotels and

restaurants. On the other hand, IVIVIV Holdings Ltd. is the parent company of J&J Hotel Operations Ltd., a

company which main trading activity is to own, operate and manage a hotel which is currently being developed.

Review of the business

The Group’s and the 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 €16.33 million (2023: €12.97 million) for the Group.

EBITDA

The Group's EBITDA (earnings before interest, tax, depreciation and amortisation) for the year amounts to

€10.92 million (2023: €2.05 million) with adjusted EBITDA, that is, EBITDA before movement in expected credit

losses, fair value movements and non-recurring items amounting to €2.61 million (2023: €2.01 million).

EBIT

The Group's EBIT for the year amounts to €10.26 million (2023: €1.40 million)

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

DIRECTORS' REPORT - continued

Review of the business - continued

Investment in non-current assets

During the year, the Group continued the development of the Hal Far complex. Works certified by an

independent architect by year end amount to €6 million. In the financial statements, development costs are

being captured in the carrying amount of the right-of-use asset, included in the land and buildings under

property, plant and equipment. Apart from the development costs at the Hal Far site, the Group acquired other

assets for the amount of €0.271 million (2023: €0.037 million).

In quarter 4 of 2023, the Group engaged the contractors for the excavation works at the Birkirkara site. Site

preparation works continued during 2024 and as at the end of 2024, excavation works are at an advanced

stage.

Equity

JD Holdings Limited owns 99.97% shareholding of the Group's share capital.

The Group’s equity includes a share capital of €9.68 million (2023: €7.55 million) made up of 9,681,341 ordinary

shares (2023: 7,546,700) of €1.00 each. Capital contribution reserves for the year amounted to €4.80 million

(2023: €3.20 million). 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 Hal Far site held as

right-of-use amount to €11.52 million (2023: €8.16 million). Retained earnings held by the Group amount to

€8.05 million (2023: €1.43 million). The total equity of the Group is €34.04 million (2023: €20.34 million).

The Company’s equity includes a share capital of €9.68 million (2023: €7.55 million) made up of 9,681,341

ordinary shares (2023: 7,546,700) of €1.00 each. Capital contribution reserves for the year amounted to €4.80

million (2023: €3.20 million). The capital contribution reserve represents a gratuitous capital contribution by JD

Holdings Limited. Accumulated losses held by the Company amount to €0.50 million (2023: €0.54 million). The

total equity of the Company is €13.98 million (2023: €10.21 million).

Total assets

The Group’s total assets amount to €126.89 million (2023: €76.33 million).

The Company’s total assets amount to €60.74 million (2023: €35.55 million).

Results and dividends

The results for the year are set out in the statements of profit or loss and other comprehensive income on page

15. During the year ended 31 December 2024, the directors did not recommend the payment of a dividend.

The retained earnings of the Group and the accumulated losses of the Company amounting to €8,045,390 and

€499,231 respectively shall be carried forward to the next financial year.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

DIRECTORS' REPORT - continued

Principal risks and uncertainties

As set out in the Director’s Report of 2023, to mitigate the Group’s dependency risk on the operations of its main

subsidiary JD Operations Limited, in 2024 the Group diversified its business lines and now the principal

activities of the Group apart from the installation and manufacture of aluminium apertures, steel structures and

large-scale glass formats and investment properties, now include trading properties and as announced by the

Company in its announcement of 29 November 2024, JDC86/2024, also include a new line of business, that of

third-party logistics (3PL).

Apart from the full list of key risks listed in the prospectus issued on 11 April 2025, 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 plc has the following 9 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;

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;

vi. €1.6m loan agreement with JD Operations Limited for general corporate financing. JD Capital plc obtained

the loan funds from the unlisted senior callable notes issued in 2024;

vii. €3.3m loan agreement with JD Real Estate Development Limited for general corporate financing. JD Capital

plc obtained the loan funds from the unlisted senior callable notes issued in 2024;

viii. €11.5m assignment of receivable agreement with the parent company JD Holdings Limited resulting from

the consolidation project of the Group; and

ix. €3.1m assigment of receivable agreement with subsidiaries.

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.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

DIRECTORS' REPORT - continued

Events after the end of reporting period

On 11 April 2025, the Company announced (company announcement JDC 89/2025) that a prospectus dated

11 April 2025, relating to the issue of up to €40,000,000 5.6% secured bonds of a nominal value of €100 per

bond redeemable in 2035 (the “Bonds”), has been approved by the Malta Financial Services Authority. The

Company intends to deploy a portion of the proceeds from the prospective issuance of the Bonds, to inter alia

finance the early redemption of the €5,000,000 7.25% secured callable notes of a nominal value of €1,000 per

note 2025-2027.

Going concern

During 2024 the war between Ukraine and Russia and the conflict in the Middle East in the Gaza area,

continued to escalate. The Group has not made any sales nor does it source any of its raw materials from

these regions. 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.

In assessing the Group’s ability to continue as a going concern the directors have taken into consideration

various factors. During 2024, the Group undertook a significant reorganisation, diversification, and

consolidation exercise, as communicated through Company announcements JDC 85/2024 and JDC 86/2024.

These initiatives are aimed at enhancing the Group’s long-term sustainability and strengthening its operational

and financial position.

As announced in Company announcement JDC 85/2024, the Group implemented a corporate reorgansation

exercise whereby the asset-owning companies held directly by the Group’s ultimate beneficial owner, were

taken over by the Group. This resulted in the acquisition by JD Real Estate Development Ltd. of J&J

Development Ltd. and IVIVIV Holdings Ltd. J&J Development Ltd. is the parent company and sole shareholder

of Skorba Developments Ltd., owner of a property development complex in Mgarr, Malta. As of 2025, the

development is complete in shell form and unit sales have commenced. On the other hand, IVIVIV Holdings

Ltd., is the parent company and sole shareholder of J&J Hotel Operations Ltd. which owns a site in Msida

currently being developed into a Class 3B Hotel.

In line with its diversification strategy, the Company also announced (JDC 86/2024) the Group’s entry into

third-party logistics (3PL) sector, adding logistics as a new strategic business line alongside its legacy

manufacturing core business and property rental business. The increased demand for industrial and commercial

storage facilities in Malta’s supply chain, coupled with the capacity created by the unique investment afforded by

JD Operations Limited, provide the right dynamics of this new business line. The new warehousing operations

will be based at the Hal Far Complex, which is expected to be 50% complete and operational by Q2 2025 and

fully completed by Q4 of 2026.

In relation to its core manufacturing business, through Company announcement JDC 87/2024, the Group

announced that its subsidiary JD Operations Limited, has secured several high-value contracts for the

manufacture, supply, and installation of curtain walling systems, integrated apertures, cladding, and railings.

These contracts relate to the redevelopment of the former Halland Hotel in Swieqi; a new development of the

Malta Football Association training grounds in Ta’ Qali; the Ramla Bay Resort in Mellieha; the Trelleborg

Manufacturing Complex in Hal Far; the Gozo Museum in Rabat, Gozo; and the DB City Centre Development in

St. Julian’s. Collectively, these engagements amount to approximately €20 million in contracted works and

reflect the continued expansion and diversification of the Group’s project portfolio across the hospitality,

residential, commercial, and industrial sectors. These contracts contribute significantly to the Group’s revenue

outlook and reinforce its strong positioning in the façade works industry.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

DIRECTORS' REPORT - continued

Going concern - continued

Based on the above, the directors, at the time of approving these 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.

Through the 50% completion of the HalFar Complex, the Group envisages that it will initiate its 3PL operation.

Furthermore, through its acqusition of Skorba Developments Ltd. the Group expects that most of the units will

be sold throughout 2025.

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.

Statement of directors' responsibilities for the financial statements

The Maltese Companies Act (Cap. 386) 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 Group and the Company

will continue in business as a 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 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 European Union (EU).

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

DIRECTORS' REPORT - continued

Statement of directors' responsibilities for the financial statements - continued

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 the 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 2024 are included in the Annual

Financial Report 2024, 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.

Auditor

RSM Malta have expressed their willingness to continue in office and a resolution for their reappointment will be

proposed at the Annual General Meeting.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

DIRECTORS' REPORT - continued

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 2024, 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 (EU) 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 25 April 2025 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 2024.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

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 2024, 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.

The responsability of CEO is vested in Mr. Franco Azzopardi an executive director of the Company. The

responsibility of Chairman is vested in Mr. Stephen Muscat.

Principle 3: Composition of the Board

The Board of the Company who served during the year until 31 December 2024 was as follows:

Directors

Mr. Stephen Muscat Chairman and Non-executive Director

Mr. Josef Dimech Executive Director

Mr. Franco Azzopardi 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.

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.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

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

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 met twelve times during the year under review. The number of board meetings attended by directors

for the year under review is as follows:

Mr. Stephen Muscat	12
Mr. Josef Dimech	12
Dr. Stanley Portelli	12
Dr. Jesmond Manicaro	9
Mr. Jonathan Pace (resigned on 1 August 2024)	5
Mr. Franco Azzopardi (appointed on 1 August 2024)	5

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE

GOVERNANCE - continued

PART I - Compliance with the Code - continued

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.

Principle 7: Evaluation of the Board’s Performance

The Board and its sub-committee being the Audit Committee, informally evaluate their performance on an

annual basis. This assessment led to a change in the Corporate Governance structure during 2023. 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 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 seven times during the year. All members were present on all these meetings.

The Group engaged an outsourced Internal Audit Function.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE

GOVERNANCE - continued

PART I - Compliance with the Code - continued

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 2024 the Company issued 16 announcements.

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.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

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

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 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.

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 25 April 2025 by Josef Dimech (Director) and Stephen Muscat

(Director).

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December
			Group		Company
		2023	2024	2023	2024
	Notes	€	€	€	€
Revenue	4	16,333,975	12,965,375	-	-
Cost of sales	5	(12,986,224)	(10,650,049)	-	-
Gross profit		3,347,751	2,315,326	-	-
Selling and distribution expenses		(154,922)	(180,256)	-	-
Administrative expenses		(1,426,051)	(1,013,330)	(481,737)	(302,200)
Other income	6	182,169	239,322	-	-
Operating profit/(loss)	7	1,948,947	1,361,062	(481,737)	(302,200)
Finance income	9	303,030	51,321	2,381,393	1,072,591
Finance costs	10	(1,874,720)	(1,188,976)	(1,683,010)	(977,356)
Expected credit loss provision		(132,322)	35,948	(15,635)	(42,970)
movement
Gain on bargain purchase	15	459,464	-	-	-
Gain on fair value		7,982,176	-	-	-
Profit/(loss) before tax		8,686,575	259,355	201,011	(249,935)
Taxation charge	11	(2,072,602)	(229,550)	(162,249)	-
Profit/(loss) for the year		6,613,973	29,805	38,762	(249,935)
Other comprehensive income:
Items that will not be reclassified
subsequently to profit or loss
Revaluation of land and buildings, net	22	3,351,124	308,899	-	-
of tax
Other comprehensive income for		3,351,124	308,899	-	-
the year
Total comprehensive income/(loss)		9,965,097	338,704	38,762	(249,935)
for the year
Profit/(loss) for the year
attributable to:
Owners of the Company		6,613,973	29,805	38,762	(249,935)
Total comprehensive income/(loss)
attributable to:
Owners of the Company		9,965,097	338,704	38,762	(249,935)
Basic earnings/(loss) per share	24	0.854	0.004	0.005	(0.033)


		15

The notes on pages 23 to 68 are an integral part of these consolidated financial statements.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENTS OF FINANCIAL POSITION

As at 31 December

			Group		Company
		2023	2024	2023	2024
	Notes	€	€	€	€
ASSETS
Non-current assets
Property, plant and equipment	12	34,328,847	28,008,219	-	-
Investment property	13	27,441,693	5,734,292	-	-
Intangible assets	14	224,497	224,497	-	-
Investments in subsidiaries	15	-	-	14,438,241	10,703,600
Financial assets at amortised cost	16	11,577,940	1,713,858	42,002,427	22,291,991
Total non-current assets		73,572,977	35,680,866	56,440,668	32,995,591

Current assets
Financial assets at amortised costs	16	6,698,737	9,224,971	-	7,013
Inventories	17	22,563,119	1,563,290	-	-
Contract assets	18	6,954,333	11,140,846	-	-
Trade and other receivables	19	16,410,030	18,331,746	4,296,422	2,550,184
Cash at bank and in hand	20	687,206	384,212	-	-
Total current assets		53,313,425	40,645,065	4,296,422	2,557,197

TOTAL ASSETS		126,886,402	76,325,931	60,737,090	35,552,788

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENTS OF FINANCIAL POSITION - continued

As at 31 December

			Group	Company
		2023	2024	2023	2024
	Notes	€	€	€	€
EQUITY AND LIABILITIES
Capital and reserves
Share capital	21	9,681,341	7,546,700	9,681,341	7,546,700
Revaluation reserve	22	11,516,823	8,165,699	-	-
Other reserves	23	4,800,000	3,200,000	4,800,000	3,200,000
Retained earnings/(Accumulated losses)		8,045,390	1,431,417	(499,231)	(537,993)
TOTAL EQUITY		34,043,554	20,343,816	13,982,110	10,208,707

Non-current liabilities
Borrowings	25	49,698,455	28,850,855	44,114,632	24,470,890
Lease liabilities	26	3,341,959	3,395,551	-	-
Trade and other payables	27	3,066,271	1,684,944	-	-
Deferred tax liabilities	11	4,853,933	2,643,640	-	-
Non-current tax liabilities		959,220	243,374	-	-
Total non-current liabilities		61,919,838	36,818,364	44,114,632	24,470,890

Current liabilities
Borrowings	25	6,110,788	2,809,413	131,153	89
Lease liabilities	26	53,568	50,958	-	-
Contract liabilities	28	3,435,726	4,185,471	-	-
Current tax payables		566,325	951,718	-	-
Trade and other payables	27	20,756,603	11,166,191	2,509,195	873,102
Total current liabilities		30,923,010	19,163,751	2,640,348	873,191

TOTAL LIABILITIES		92,842,848	55,982,115	46,754,980	25,344,081

TOTAL EQUITY AND LIABILITIES		126,886,402	76,325,931	60,737,090	35,552,788

The notes on pages 23 to 68 are an integral part of these consolidated financial statements.

The financial statements on pages 15 to 68 were approved and authorised for issue by the Board of Directors

on 25 April 2025. 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 2024.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENTS OF CHANGES IN EQUITY

				Group
		Share	Revaluation	Other	Retained
		capital	reserve	reserves	earnings	Total
	Notes	€	€	€	€	€
Balance at 1 January 2023		7,546,700	7,856,800	-	1,401,612	16,805,112

Comprehensive income:

Profit for the year		-	-	-	29,805	29,805

Other comprehensive income:

Items that will not be reclassified
subsequently to profit or loss

Revaluation of land and
building, net of deferred tax	22	-	308,899	-	-	308,899

Total comprehensive income		-	308,899	-	29,805	338,704
Transactions with owners in
their capacity as owners:

Capitalisation of amounts with
shareholder	23	-	-	3,200,000	-	3,200,000

Transactions with owners		-	-	3,200,000	-	3,200,000
		7,546,700	8,165,699	3,200,000	1,431,417	20,343,816
Balance at 31 December 2023

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENTS OF CHANGES IN EQUITY - continued

				Group
		Share	Revaluation	Other	Retained
		capital	reserve	reserves	earnings	Total
	Notes	€	€	€	€	€
Balance at 1 January 2024		7,546,700	8,165,699	3,200,000	1,431,417	20,343,816

Comprehensive income	:

Profit for the year		-	-	-	6,613,973	6,613,973

Other comprehensive income:

Items that will not be reclassified
subsequently to profit or loss

Revaluation of land and building,
net of deferred tax	22	-	3,351,124	-	-	3,351,124

Total comprehensive income		-	3,351,124	-	6,613,973	9,965,097
Transactions with owners:

Issuance of share capital	21	2,134,641	-	-	-	2,134,641

Capitalisation of amounts with
shareholder	23	-	-	1,600,000	-	1,600,000

Total transactions with owners		2,134,641	-	1,600,000	-	3,734,641
		9,681,341	11,516,823	4,800,000	8,045,390	34,043,554
Balance at 31 December 2024

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENTS OF CHANGES IN EQUITY	–	continued

				Company
		Share		Other	Accumulated
		capital	reserves	Total	losses
	Notes	€	€	€	€
Balance at 1 January 2023		7,546,700	-	(288,058)	7,258,642

Comprehensive loss:			-

Loss for the year		-	-	(249,935)	(249,935)

		-	-	(249,935)	(249,935)
Total comprehensive loss
Transactions with owners in their capacity
as 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


Balance at 1 January 2024		7,546,700	3,200,000	(537,993)	10,208,707

Comprehensive income:			-

Profit for the year		-	-	38,762	38,762

		-	-	38,762	38,762
Total comprehensive income
Transactions with owners in their capacity
as owners:

Issuance of share capital	21	2,134,641	-	-	2,134,641

Capitalisation of amounts with shareholder	23	-	1,600,000	-	1,600,000

Total transactions with owners		2,134,641	1,600,000	-	3,734,641
Balance at 31 December 2024		9,681,341	4,800,000	(499,231)	13,982,110

		20

The notes on pages 23 to 68 are an integral part of these consolidated financial statements.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENTS OF CASH FLOWS

For the year ended 31 December

		Group	Company
	2023	2024	2023	2024
€	Note	€	€	€
Cash flows from operating activities:
Profit/(loss) before tax	8,686,575	259,355	201,011	(249,935)
Adjustments for:
Finance costs	1,874,720	1,188,976	1,683,010	977,356
Depreciation on property, plant and
equipment	661,982	653,735	-	-
Waiver of payables	(135,000)	-	-	-
Movement in impairment of financial
assets	(132,322)	(35,948)	15,635	42,970
Amortisation of bond issue costs	84,236	34,452	84,236	34,451
Gain on revaluation of investment
property	(7,982,176)	-	-	-
Gain on disposal	(1,778)	-	-	-
Gain on bargain purchase	(459,464)	-	-	-
Finance and dividend income	(303,030)	(51,321)	(2,381,393)	(1,072,591)
Cash generated from/(used in)
operations before working capital
changes	2,293,743	2,049,249	(397,501)	(267,749)
Increase in inventories	(20,999,829)	(199,283)	-	-
Decrease/(increase) in trade and other
receivables and contract assets	4,028,330	(7,793,631)	(412,461)	6,415,606
Increase in trade and other payables
and contract liabilities	10,423,899	3,226,069	467,915	37,761
Cash (used in)/generated from
operating activities	(4,253,857)	(2,717,596)	(342,047)	6,185,618
Interest received	303,030	1,019	-	756,967
Interest paid	-	(65,253)	(344,010)	-
Taxes paid	(120,525)	(430,131)	(162,249)	-
Net cash flows (used in)/generated
from operating activities	(4,071,352)	(3,211,961)	(848,306)	6,942,585

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

STATEMENTS OF CASH FLOWS - continued

For the year ended 31 December

			Group	Company
		2024	2023	2024	2023
	Note	€	€	€	€
Cash flows from investing
activities:
Payments to acquire property, plant
and equipment		(1,120,577)	(4,669,058)	-	-
Payments to acquire investment
property		(13,725,224)	(240,292)	-	-
Proceeds from disposal of property,
plant and equipment		12,626	-	-	-
Movement in amounts due from
subsidiary, parent company, related
company and ultimate beneficial
owner		(2,720,478)	(631,107)	(4,734,114)	(15,292,186)
Net cash flows used in investing
activities		(17,553,653)	(5,540,457)	(4,734,114)	(15,292,186)

Cash flows from financing activities:
Net proceeds from bank borrowings		19,194,239	499,972	-	-
Net proceeds from issuance of bond		4,870,500	8,810,941	4,870,500	8,810,941
Interest paid		(1,995,152)	(1,026,435)	(1,339,000)	(679,000)
Interest paid on lease liabilities		(170,715)	(173,143)	-	-
Payments on finance leases		(50,982)	(45,177)	-	-
Movement in amounts due to subsidiary,
ultimate shareholder and related
company		-	121,211	1,919,856	207,584
Net cash flows generated from
financing activities		21,847,890	8,187,369	5,451,356	8,339,525

Net cash increase/(decrease) in cash
and cash equivalents		222,885	(565,049)	(131,064)	(10,076)
Cash and cash equivalents at			882,676		9,987
beginning of year		317,627		(89)
Cash and cash equivalents at end of
year	20	540,512	317,627	(131,153)	(89)

The notes on pages 23 to 68 are an integral part of these consolidated financial statements.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

JD Capital plc ("the Company") is a public limited liability company incorporated and domiciled in Malta with

registration number C 82098 and registered address at HHF 303 Industrial Estate, Hal Far, Birzebbugia

BBG 3000, Malta.

The Company's principal activity is to act as a holding company and to provide financing to its subsidiaries.

The Company together with 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.

The Group continued its transformation and expansion, and after incorporating a new subsidiary JD Real

Estate Development Ltd. in 2023, on 27th November 2024 it acquired OneA Properties Ltd, a company

engaged in developing, leasing and carrying on the business as estate agents, property consultants and

contractors. Furthermore, on 28th November 2024, the Group acquired J&J Development Ltd. and IVIVIV

Holdings Ltd. through JD Real Estate Development Ltd.

J&J Development Ltd. is the holding company of Skorba Developments Ltd., a company engaged in

carrying on the business of developers of any building including but not limited to apartments, flats, shops,

bars, hotels and restaurants. On the other hand, IVIVIV Holdings Ltd. is the parent company of J&J Hotel

Operations Ltd., a company which main trading activity is to own, operate and manage a hotel which is

currently being developed.

JD Holdings Limited, a limited liability company incorporated and domiciled in Malta, is the ultimate parent

of the Group and of the Company. Josef Dimech, a resident in Malta, is the ultimate beneficial owner of the

Group and of the Company.

2. MATERIAL ACCOUNTING POLICY INFORMATION

The accounting policies that are material to the consolidated financial statements are set out below. The

accounting policies adopted are consistent with those of the previous financial year, unless otherwise

stated.

Basis of preparation

These financial statements are prepared in accordance with International Financial Reporting Standards

(IFRS Accounting Standards) as adopted by the European Union ("EU") and comply with the requirements

of the Maltese Companies Act (Cap. 386). These financial statements have been prepared under the

historical cost convention, except for, the revaluation of investment property and certain classes of property,

plant and equipment.

Presentation and functional currency

These financial statements are presented in Euro (€) which is also the Group's and the Company's

functional currency.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

New or amended accounting standards and interpretations adopted

The Group and the Company adopted all of the new or amended Accounting Standards and Interpretations

issued by the International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee

and endorsed by the EU that are mandatory for the current reporting period. The adoption of these

amendments to the requirements of IFRS Accounting Standards as adopted by the EU did not result in

substantial changes to the Group’s and the Company's accounting policies impacting the Group’s and the

Company's financial performance and position.

New or amended accounting standards and interpretations issued but not yet effective

At the end of the reporting period, certain new standards, interpretations or amendments thereto, were in

issue and endorsed by the EU, but not yet effective for the current financial period. There have been no

instances of early adoption of standards, interpretations or amendments ahead of their effective date. The

directors anticipate that the adoption of the new standards, interpretations or amendments thereto, will not

have a material impact on the financial statements upon initial application.

Basis of consolidation

The consolidated financial statements incorporate the revenues and expenses, cash flows, assets and

liabilities of the Company and of its subsidiaries. Subsidiaries are companies over which the Group has

control, directly or indirectly. The Group controls an entity when it is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to affect those returns through its power to

direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is

transferred to the Group. They are de-consolidated from the date that control ceases.

These consolidated financial statements comprise the Company and its subsidiaries. Subsidiaries that were

consolidated are listed in Note 15 to these financial statements.

Intra-group transactions, balances and unrealised gains on transactions between companies within the

Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of

impairment of the asset transferred. Accounting policies of subsidiaries are consistent with the policies

adopted by the Group.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in

ownership interest, without the loss of control, is accounted for as an equity transaction, where the

difference between the consideration transferred and the book value of the share of the non-controlling

interest acquired is recognised directly in equity attributable to the parent.

Non-controlling interest in the results and equity of subsidiaries are shown separately in the consolidated

statement of profit or loss and comprehensive income, consolidated statement of financial position and

consolidated statement of changes in equity of the Group. Losses incurred by the Group are attributed to

the non-controlling interest in full, even if that results in a deficit balance.

Where the Group loses control over a subsidiary, it derecognises the assets, liabilities and non-controlling

interest in the subsidiary. The Group recognises the fair value of the consideration received and the fair

value of any investment retained together with any gain or loss in profit or loss.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Basis of consolidation - continued

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and

the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the

Group’s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair

value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is

recognised directly in profit or loss.

Revenue recognition

The Group recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be

entitled when or as each performance obligation is satisfied in a manner that depicts the transfer to the

customer of the goods or services promised. Specifically, revenue from contracts to provide services is

recognised over time as the services are rendered based on an amount that depicts the progress towards

complete satisfaction of the performance obligation.

The consideration relates to the transaction price or a portion of the transaction price allocated to each

performance obligation as defined in the contract with the customer.

The transaction price may include variable consideration and the time value of money. Variable

consideration within the transaction price, if any, reflects concessions provided to the customer such as

discounts, rebates and refunds, any potential bonuses receivable from the customer and any other

contingent events.

Interest income

Interest income is recognised as interest accrues using the effective interest method. This is a method of

calculating the amortised cost of a financial asset and allocating the interest income over the relevant

period using the effective interest rate, which is the rate that exactly discounts estimated future cash

receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Sale of properties

Revenue from the sale of properties is recognised on the transfer of the risks and rewards of ownership,

which generally coincides with the signing of the sales contracts.

Tax

The tax charge/(credit) in the profit or loss for the year comprises current and deferred tax. Tax is

recognised in profit or loss except to the extent that it relates to items recognised in other comprehensive

income or directly in equity. In this case, the tax is also recognised in other comprehensive income or

directly in equity, respectively.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Tax - continued

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the

end of the reporting period, and any adjustments to tax payable in respect of previous years.

Deferred income tax is provided using the balance sheet liability method, for all temporary differences

arising between the tax bases of assets and liabilities and their carrying values for financial reporting

purposes. The amount of deferred tax provided is based on the expected manner of realisation or

settlement of the carrying amount of assets and liabilities, based on tax rates that have been enacted or

substantively enacted at the end of the reporting period and are expected to apply when the related

deferred tax assets is realised or the deferred tax liability is settled.

Under this method, the Group is required to make provision for deferred income taxes on the revaluation of

certain property assets and provisions on the difference between the carrying value for financial reporting

purposes and their tax base.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be

available against which the assets can be utilised and/or sufficient taxable temporary differences are

available. Deferred tax assets are reduced to the extent that is no longer probable that the related tax

benefit will be realised.

Current tax assets and liabilities are offset when the Company and the Group have a legally enforceable

right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and

settle the liability simultaneously.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current

tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they

relate to the same taxable authority on either the same taxable entity or different taxable entities which

intend to settle simultaneously.

Intangible assets

An intangible asset acquired as part of a business combination, other than goodwill, is initially measured at

fair value at the date of the acquisition. An intangible asset acquired separately is initially recognised at

cost. The Group's intangible asset has an indefinite useful life, is not amortised but is subsequently

measured at cost less any impairment. On derecognition, any gains or losses are recognised in profit or

loss as the difference between net disposal proceeds and the carrying amount of the intangible asset.

Investment property

Investment property principally comprises of freehold land and buildings held for long-term rentals or for

capital appreciation or both, and that is not occupied by the Group. Investment property, including property

under construction for such purposes, is initially recognised at historical cost, including transaction costs

and borrowing costs. Historical cost includes expenditure that is directly attributable to the acquisition of the

items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying

investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or

construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially

complete and is suspended if the development of the asset is suspended.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Investment property - continued

After initial recognition, investment property is carried at fair value, representing open market value

determined annually based on valuations by external independent valuers. Fair value is based on active

market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific

asset. If the information is not available, the Group uses alternative valuation methods such as recent

prices on less active markets or discounted cash flow projections. Movements in fair value are recognised

directly to profit or loss in the period in which they arise.

Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future

economic benefits associated with the expenditure will flow to the Group and the cost of the item can be

measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial

period in which they are incurred. When part of an investment property is replaced, the carrying amount of

the replaced part is derecognised.

The fair value of investment property does not reflect future capital expenditure that will improve or enhance

the property and does not reflect the related future benefits from this future expenditure other than those a

rational market participant would take into account when determining the value of the property.

An investment property is derecognised upon disposal or when the investment property is permanently

withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss

arising on derecognition of the property (calculated as the difference between the net disposal proceeds

and the carrying amount of the asset) is included in profit or loss in the year in which the property is

derecognised.

Property, plant and equipment

The Group's property plant and equipment are classified in the following classes: land and buildings,

machinery, office furniture, motor vehicles, electronic equipment and electric hand tools. Land and buildings

within property, plant and equipment, are held on temporary emphyteusis and are considered as

right-of-use assets in terms of IFRS 16. The accounting policy for right-of-use-assets is included below in

the section entitled ‘Leases’.

All property, plant and equipment is initially recorded at historical cost. Subsequent to initial recognition,

property, plant and equipment are stated at cost less any accumulated depreciation and any accumulated

impairment losses, except for land and buildings which are accounted for under the revaluation model. The

revalued amount is based on periodic valuations by external independent valuers, less subsequent

depreciation and impairment, if any. The valuations are undertaken if there is a material change in the

revalued amount relative to the carrying amount. Any accumulated depreciation at the date of revaluation is

eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued

amount of the asset. Increases in the carrying amounts arising on revaluation of land and buildings are

credited in other comprehensive income through to the revaluation surplus reserve in equity. Any

revaluation decrements are initially taken in other comprehensive income through to the revaluation surplus

reserve to the extent of any previous revaluation surplus of the same asset. Thereafter the decrements are

taken to profit or loss.

All other property, plant and equipment is stated at historical cost less accumulated depreciation and

impairment. Historical cost includes the purchase prices and other expenditures directly attributable to

bringing the asset to the location and condition for its intended use.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Property, plant and equipment - continued

Subsequent expenditure relating to an asset is capitalised as additional cost only when it is probably that

future economic benefits will flow back to the Group, in excess of the originally assessed standard of

performance, and the cost of the item can be measured reliably. All other repairs and maintenance are

charged to profit or loss during the financial period in which they are incurred.

Depreciation

Depreciation commences when the depreciable assets are available for use and is charged to profit or loss,

so as to the right of the cost less any estimated residual value, over the estimated useful lives (unless this

exceeds the end of any applicable leases or emphyteusis, in which the accounting policy in the Section

entitled ‘Leases’ applies), using the straight line method on the following bases:

	%
Land and buildings	by equal installments over the rema
Machinery	20
Office furniture	10
Motor vehicles	20
Electronic equipment	25
Electric hand tools	20

Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the

underlying asset. The depreciation method applied, the residual value and the useful life are reviewed at

each financial year end and adjusted prospectively, as appropriate.

An item of property, plant and equipment is derecognised upon disposal or when there is no future

economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds

are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred

directly to retained profits.

Leases

IFRS 16 requires an entity to assess whether a contract is, or contains, a lease at the inception date. A

contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a

period of time in exchange for a consideration. Leases are recognised as a right-of-use asset and a

corresponding liability at the commencement date, being the date at which the leased asset is available for

use by the Group.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Leases - continued

Right of use-assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use assets are

measured under the revaluation model.

Right-of-use assets are subsequently depreciated on a straight-line basis over the unexpired period of the

lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain

ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life.

Right-of use assets are subject to impairment.

The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term

leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets

are expensed to profit or loss as incurred.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised

at the present value of the lease payments to be made over the term of the lease, discounted using the

interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental

borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable

lease payments that depend on an index or a rate, amounts expected to be paid under residual value

guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to

occur, and any anticipated termination penalties. The variable lease payments that do not depend on a

index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts

are remeasured if there is a change in the following: future lease payments arising from a change in an

index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination

penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use

asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Investment in subsidiaries

Subsidiaries are companies over which the Company has control, directly or indirectly. The Company

controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity

and has the ability to affect those returns through its power to direct the activities of the entity.

Investment in subsidiaries in the statement of financial position of the Company are stated at cost less any

accumulated impairment losses. Provisions are recorded where, in the opinion of the directors, there is an

impairment in value. Where there has been an impairment in the value of an investment, it is recognised as

an expense in the period in which the diminution is identified.

Provisions are recorded where, in the opinion of the directors, there is an impairment in value. Where there

has been an impairment in the value of an investment, it is recognised as an expense in the period in which

the diminution is identified.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability

or equity instrument of another entity. Financial assets and financial liabilities are recognised when the

Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset

expire, or when the financial asset and all substantial risks and rewards are transferred. Financial liabilities

are derecognised when they are extinguished, discharged, cancelled or expired.

Financial assets

Financial assets are classified at initial recognition in accordance with how they are subsequently

measured, as follows:

• financial assets at amortised cost;

• financial assets at fair value through other comprehensive income; and

• financial assets at fair value through profit or loss.

The Group’s financial assets are mainly financial assets at amortised cost.

Financial assets at amortised cost

Financial assets at amortised cost are financial assets that are held within the business model whose

objective is to collect contractual cash flows (“hold to collect”) and the contractual terms give rise to cash

flows that are solely payments of principal and interest.

On initial recognition, financial assets at amortised cost are recognised at fair value plus transaction costs

that are directly attributable to the acquisition of the financial asset. Discounting is omitted where the effect

of discounting is immaterial.

Financial assets at amortised cost are subsequently carried at amortised cost using the effective interest

method less impairment losses, if any. Gain or losses are recognised in profit or loss when the asset is

derecognised, modified, or impaired.

The Group’s financial assets under this classification include cash and cash equivalents contract assets,

trade and other receivables and loans to related companies.

Financial assets are derecognised when the rights to receive cash flows have expired or have been

transferred and the Group has transferred substantially all the risks and rewards of ownership. When there

is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Financial instruments - continued

Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) on financial assets that are

measured at amortised cost. ECLs are based on the difference between the contractual cash flows due in

accordance with the contract and all the cash flows that the Group expects to receive, discounted at an

approximation of the original effective interest rate. The resulting impairment allowance is insignificant to

the Group's financial position and results.

For trade receivables, the Group applies a simplified approach to measuring ECLs which uses a lifetime

expected loss allowance. The ECL is estimated using a provision matrix based on the Group's historical

credit loss experience, adjusted for forward-looking factors specific to the debtors.

For related parties, the Group applies the general approach if the financial asset is determined to have low

credit risk at the reporting date where the credit risk has not increased significantly since initial recognition.

The financial asset is deemed to have low credit risk if there is low risk of default and the debtor has a

strong capacity to meet its contractual obligations in the near term.

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified

impairment losses are insignificant.

Financial liabilities

Financial liabilities are classified at initial recognition in accordance with how they are subsequently

measured, as follows:

• financial liabilities at amortised cost; and

• financial liabilities at fair value through profit or loss.

The Group’s financial liabilities are mainly financial liabilities at amortised cost.

Financial liabilities at amortised cost

Financial liabilities at amortised cost are initially recognised at fair value, net of transaction costs and are

subsequently measured at amortised cost using the effective interest method. All interest related charges

under the interest amortisation process are recognised in profit or loss.

The Group derecognises a financial liability from its statement of financial position when the obligation

specified in the contract or arrangement is discharged, is cancelled or expires. On derecognition, the

difference between the carrying amount of the financial liability (or part of a financial liability) extinguished or

transferred to another party and the consideration paid, including any non-cash assets transferred or

liabilities assumed, are recognised in profit or loss.

The Group's financial liabilities under this classification include borrowings, contract liabilities and trade and

other payables.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Contract assets

Contract assets are recognised when the Group has transferred goods or services to the customer but

where the Group is yet to establish an unconditional right to consideration. Contract assets are treated as

financial assets for impairment purposes.

Inventories

Raw materials and work in progress are stated at the lower of cost and net realisable value. Cost comprises

of direct materials and delivery costs, direct labour, import duties and other taxes, and an appropriate

proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of

purchased inventory are determined after deducting rebates and discounts received or receivable and are

assigned on a weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated

costs of completion and the estimated costs necessary to make the sale. Write-down to the net realisable

value is recognised in profit or loss.

Property for development and resale are stated at the lower of cost and net realisable value. Costs of

property consists of acquisition price plus development costs incurred. Net realisable value is the estimated

selling price in the ordinary course of business, less the costs of completion and selling expenses.

Contract liabilities

Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are

recognised when a customer pays consideration, or when the Group recognises a receivable to reflect its

unconditional right to consideration (whichever is earlier) before the Group has satisfied its performance

obligation in a contract with the customer.

Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure

purposes, the fair value is based on 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; and assumes that

the transaction will take place either: in the principal market; or in the absence of a principal market, in the

most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or

liability, assuming they act in their economic best interests. For non-financial assets, the fair value

measurement is based on its highest and best use. Valuation techniques that are appropriate in the

circumstances and for which sufficient data is available to measure fair value, is used, maximising the use

of relevant observable inputs and minimising the use of unobservable inputs.

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that

reflects the significance of the inputs used in making the measurements. Classifications are reviewed at

each reporting date and transfers between levels are determined based on a reassessment of the lowest

level of input that is significant to the fair value measurement.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Fair value measurement - continued

For recurring and non-recurring fair value measurements, external valuers may be used when internal

expertise is either not available or when the valuation is deemed to be significant. External valuers are

selected based on market knowledge and reputation. Where there is a significant change in fair value of an

asset or liability from one period to another, an analysis is undertaken, which includes a verification of the

major inputs applied in the latest valuation and a comparison, where applicable, with external sources of

data.

3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with IFRS Accounting Standards as adopted by the

EU requires the use of certain accounting estimates. It also requires directors to exercise their judgement in

the process of applying the Group's accounting policies.

Estimates and judgments are continually evaluated and based on historical experience and other factors

including expectations of future events that are believed to be reasonable under the circumstances. In the

opinion of the directors, with the exception of the below and the fair valuation of investment property and

the revaluation of the land and buildings category within property, plant and equipment (Notes 12 and 13),

the accounting estimates and judgments made in the course of preparing these financial statements are not

difficult, subjective or complex to a degree which would warrant their description as critical in terms of their

requirements of IAS 1.

Effect of inflation

The Harmonised Index of Consumer Prices inflation in 2024 reached 5.6% despite the energy prices being

kept at 2020 levels by government intervention. Inflation in 2025 is forecasted to ease to 2.0% which is

slightly lower than the EU average of 2.2%. Whilst there is a correlation between interest rates and inflation,

the Group’s exposure to the interest rate risk is limited to variable interest rates on borrowings. This applies

to the Group’s bank borrowings whose applicable interest rates are linked to the bank’s base

rate. However, this is not applicable to the issuer’s bond interest rate, which is fixed and is not effected by

inflation or changes in interest rates. Thus, inflationary pressures on interest rates are deemed to have a

minimal impact on the Group’s finances.

Inflationary pressures are deemed to have minimal impact on the Group’s operation. This is because most

contracts span over a 1 year period and thus, at budgeting stage, any forecasted inflation spikes in the cost

of raw material are captured and reflected in the contracted prices with clients. This enables the Group to

safeguard its profit margins and contributions towards fixed costs.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

4. REVENUE

		Group
	2023	2024
	€	€
Revenue from contracts with customers	16,333,975	12,965,375

5. COST OF SALES

			2024	2023
			€	€
Cost of raw materials put into process			6,773,794	4,070,207
Depreciation			655,067	647,354
Salaries and wages			3,564,440	3,074,846
Other direct costs			1,901,391	3,026,807
Movement in work-	in	-progress	91,532	(169,165)
Cost of inventories manufactured and sold			12,986,224	10,650,049

6. OTHER INCOME

		Group
	2023	2024
	€	€
Other income	27,214	3,440
Waiver of payables	135,000	-
Gain on disposal of property, plant, and equipment	1,778	-
Management fees	18,177	235,882
	182,169	239,322

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

7. OPERATING PROFIT/(LOSS)

The operating profit/(loss) is stated after charging:

		Group		Company
	2024	2023	2024	2023
	€	€	€	€
Employee benefit expense (Note 8)	3,979,248	3,462,497	238,504	145,020
Directors' remuneration	281,016	252,638	114,588	50,583
Directors' fees	114,588	56,050	76,626	56,050
Auditors' remuneration:
- Statutory audit	65,136	40,072	23,600	15,611
- Review services (interim reports)	2,850	2,714	2,850	2,714
- Tax compliance services	3,245	1,298	472	472
- Other assurance services	2,006	1,770	1,770	1,770
- Other non-assurance services	31,388	4,967	31,388	2,360
Depreciation charge (Note 12)	661,982	653,735	-	-
Raw materials and consumables	6,812,289	4,099,622	-	-
Subcontracting costs	427,705	2,108,101	-	-
Hire of equipment	362,265	411,687	-	-
Other direct costs	971,293	408,424	-	-

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

8. EMPLOYEE BENEFIT EXPENSE

		Group		Company
	2023	2024	2023	2024
	€	€	€	€
Employee benefit expense	3,583,644	3,153,809	47,290	38,387
Directors' remuneration	281,016	252,638	114,588	50,583
Director's fees	114,588	56,050	76,626	56,050
	3,979,248	3,462,497	238,504	145,020

Employee benefit expense incurred during the year were as follows:

		Group		Company
	2023	2024	2023	2024
	€	€	€	€
Directors' remuneration
Directors' remuneration	281,427	330,678	-	-
Social security costs and maternity fund	2,948	2,764	-	-
	284,375	333,442	-	-
(Less)/add recharges	(3,359)	(80,804)	76,626	50,583
	281,016	252,638	76,626	50,583

Employee benefit expenses
Salaries and wages	3,615,897	2,908,325	-	-
Social security costs and maternity fund	223,629	189,985	-	-
	3,839,526	3,098,310	-	-
(Less)/add recharges by related company	(134,666)	126,826	47,290	38,387
Capitalised salaries	(121,216)	(71,327)	-	-
	3,583,644	3,153,809	47,290	38,387


Directors' fees
Directors' fees	23,600	56,050	23,600	23,600
Add recharges by related company	90,988	-	90,988	32,450
	114,588	56,050	114,588	56,050
	3,979,248	3,462,497	238,504	145,020

The average number of persons employed by the Group during the year were 84 production personnel and

8 administrative personnel (2023: 77 and 7, respectively). The Company has no employees of its own.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

9. FINANCE INCOME

		Group		Company
	2023	2024	2023	2024
	€	€	€	€
Interest on loans receivable	303,030	51,321	1,919,855	1,072,591
Dividend from shares in subsidiaries	-	-	461,538	-
	303,030	51,321	2,381,393	1,072,591

10. FINANCE COSTS

		Group	Company
	2023	2024	2023	2024
	€	€	€	€
Interest on bonds payable	672,342	436,530	1,679,710	977,356
Interest on bank borrowings	839,224	360,666	-	-
Interest on lease liabilities	170,715	173,143	-	-
Interest on late payment	189,672	218,637	-	533
Bank interest	2,767	-	2,767	-
	1,874,720	1,188,976	1,683,010	977,356

11. TAXATION

The tax charged to profit or loss comprised of the following:

		Group	Company
	2023	2024	2023	2024
	€	€	€	€
Current tax	384,066	96,427	162,249	-
Deferred tax charge	1,688,536	133,123	-	-
	2,072,602	229,550	162,249	-

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

11. TAXATION - continued

The tax on the Group's and the Company’s profit/(loss) before tax differs from the theoretical tax

expense/(credit) that would arise using the applicable tax rate in Malta of 35% as follows:

		Group	Company
	2023	2024	2023	2024
	€	€	€	€
Profit/(loss) before tax	8,686,575	259,355	201,011	(249,935)

Theoretical tax expense/(credit) at 35%	3,040,301	90,774	70,354	(87,477)
Tax effect of:
Non-taxable income	(138,077)	(110,468)	(138,077)	(110,468)
Non-deductible expenses	705,525	304,164	229,972	197,945
Over provision	(282,521)	(39,314)	-	-
Temporary differences on investment property	(1,252,626)	14,019	-	-
Temporary differences on lease	-	(166,547)	-	-
Temporary difference on interest income	-	136,922	-	-
	2,072,602	229,550	162,249	-

Deferred income taxes are calculated on all temporary differences under the liability method using a

principal tax rate of 35% (2023: 35%), with the exception of deferred taxation on the revaluation of property,

plant and equipment and the fair value measurement of investment property which is computed utilising a

tax rate of 8% (2023: 8%) on the basis applicable to property disposals. The movement on the deferred

income tax account is analysed as follows:

		Recognised
	Opening	in profit or	Recognised	Closing
	balance	balance	loss	in equity
	€	€	€	€
As at 31 December 2024
Arising on temporary differences:
Property, plant & equipment	136,147	182,800	-	318,947
Lease liabilities	(166,547)	(197,370)	-	(363,917)
Provision for impairment of receivables	(200,444)	(53,568)	-	(254,012)
Interest accrued	188,658	17,654	-	206,312
	(42,186)	(50,484)	-	(92,670)

Arising on:
Revaluation of right of use assets	2,232,287	-	521,757	2,754,044
Fair value measurement of investment property	453,539	1,739,020	-	2,192,559
	2,685,826	1,739,020	521,757	4,946,603

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

11. TAXATION - continued

		Recognised
	Opening	in profit or	Recognised	Closing
	balance	balance	loss	in equity
	€	€	€	€

As at 31 December 2023
Arising on temporary differences:
Property, plant & equipment	-	136,147	-	136,147
Lease liabilities	-	(166,547)	-	(166,547)
Provision for impairment of receivables	(213,026)	12,582	-	(200,444)
Interest accrued	51,736	136,922	-	188,658
	(161,290)	119,104	-	(42,186)

Arising on:
Revaluation of right of use assets	1,360,000	-	872,287	2,232,287
Fair value measurement of investment property	439,520	14,019	-	453,539
	1,799,520	14,019	872,287	2,685,826

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

				Group
	Land and		Office	Motor	Electronic	Electric
	buildings	Machinery	furniture	vehicles	equipment	hand tools	Total
	€	€	€	€	€	€	€
Year ended 31 December 2024
Opening net book value	27,826,765	55,842	59,319	22,726	9,136	34,431	28,008,219
Additions	2,850,012	167,722	-	87,196	8,573	7,074	3,120,577
Disposals	-	(12,626)	-	-	(1,494)	-	(14,120)
Revaluation surplus	3,872,881	-	-	-	-	-	3,872,881
Depreciation for the year	(520,899)	(73,243)	(12,094)	(31,695)	(6,915)	(17,136)	(661,982)
Depreciation released on disposal	-	2,525	-	-	-	747	3,272
	34,028,759	140,220	47,225	78,227	10,047	24,369	34,328,847
As at 31 December 2024
Cost/Revalued amount	34,028,759	1,199,260	120,937	785,492	97,259	282,186	36,513,893
Accumulated depreciation	-	(1,059,040)	(73,712)	(707,265)	(87,212)	(257,817)	(2,185,046)
	34,028,759	140,220	47,225	78,227	10,047	24,369	34,328,847
Year ended 31 December 2023
Opening net book amount	22,553,975	104,175	69,977	36,982	9,634	36,967	22,811,710
Additions	4,631,561	14,185	1,436	-	5,883	15,993	4,669,058
Revaluation surplus	1,181,186	-	-	-	-	-	1,181,186
Depreciation for the year	(539,957)	(62,518)	(12,094)	(14,256)	(6,381)	(18,529)	(653,735)
	27,826,765	55,842	59,319	22,726	9,136	34,431	28,008,219

As at 31 December 2023
Cost/Revalued amount	27,826,765	1,044,164	120,937	698,296	90,180	275,112	30,055,454
Accumulated depreciation	-	(988,322)	(61,618)	(675,570)	(81,044)	(240,681)	(2,047,235)
	27,826,765	55,842	59,319	22,726	9,136	34,431	28,008,219

12. PROPERTY, PLANT AND EQUIPMENT

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

12. PROPERTY, PLANT AND EQUIPMENT - continued

The right-of-use asset within land and buildings, emanates from two lease agreements pertaining to an

office and land and buildings. The carrying amount that would have been recognised had the land and

buildings been carried under the cost model is €21,472,919 (2023: €22,013,443).

During the year ended 31 December 2024, the Group capitalised borrowing costs amounting to €662,500

(2023: €432,333).

Refer to Note 34 for further information on fair value measurement.

13. INVESTMENT PROPERTY

		Group
	2024	2023
	€	€
At 1 January
Cost	4,263,008	4,022,715
Fair value gains	1,471,285	1,471,285
Carrying amount	5,734,293	5,494,000

Year ended 31 December
Opening balance	5,734,293	5,494,000
Additions	13,725,224	240,292
Fair value adjustments	7,982,176	-
Closing carrying amount	27,441,693	5,734,292

At 31 December
Cost	18,023,634	4,263,007
Fair value gains	9,418,059	1,471,285
Carrying amount	27,441,693	5,734,292

During the year ended 31 December 2024, the Group capitalised borrowing costs amounting to €344,969

(2023: €733,883).

The fair value measurement relating to investment property is disclosed in Note 34. The investment

property is serving as a security by means of a hypothec for banking facilities of a related company.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

14. INTANGIBLE ASSETS

	Group
	Intellectual
	property
	€
Cost
Opening balance	224,497
Balance at 31 December 2024	224,497

Carrying amount
At 31 December 2023	224,497
At 31 December 2024	224,497

The Group's intangible asset pertains to the intellectual property right to use the business brand, logo, and

tradename 'JSDimech'. The directors are of the opinion that this has an indefinite useful life.

15. INVESTMENTS IN SUBSIDIARIES

The following are the subsidiaries of the parent company with the corresponding shareholding percentage

and the amount of the investment carried in the Company's statement of financial position:

	2024	2023
	€	€
Year ended 31 December
Opening net book amount	10,703,600	7,502,400
Additions	3,734,641	3,201,200
Closing net book amount	14,438,241	10,703,600
At 31 December
Cost and net book amount	14,438,241	10,703,600

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

15. INVESTMENTS IN SUBSIDIARIES - continued

		Ownership	2024	2023
	Country	%	€	€
Subsidiary
JD Operations Limited	Malta	100	3,501,200	3,501,200
JD Birkirkara Limited (i)	Malta	100	4,001,200	4,001,200
JD Real Estate Development Ltd. (ii)	Malta	100	6,935,840	3,201,200
OneA Properties Ltd (iii)	Malta	100	1	-
			14,438,241	10,703,600

i. On 13 March 2018, the Company entered into an agreement with JD Birkirkara Limited by virtue of

which the loan of €3,801,200 was capitalised as capital contribution.

ii. On 28 May 2023, the Company entered into an assignment of receivable agreement with JD Real

Estate Development Ltd. amounting to €3,200,000 which was assigned by way of a gratuitous capital

contribution.

Furthermore, on 28 November 2024, the Group acquired J&J Development Ltd and IVIVIV Holdings Ltd

under JD Real Estate Development Limited. J&J Development Ltd is the holding company of Skorba

Developments Ltd, a company engaged in carrying on the business of developers of any building

including but not limited to apartments, flats, shops, bars, hotels and restaurants. On the other hand,

IVIVIV Holdings Ltd is the parent company of J&J Hotel Operations Ltd, a company which main trading

activity is to own, operate and manage a hotel which is currently being developed. These acquisitions

resulted into an increase in investment of €2,134,640.

During 2024, the Company entered into an assignment of receivable agreement with JD Real Estate

Development Ltd. amounting to €1,600,000 which was assigned by way of a gratuitous capital

contribution.

iii. On 27 November 2024, the Company acquired OneA Properties Ltd for a consideration of €1. OneA

Properties Ltd is a company engaged in developing, leasing and carrying on the business as estate

agents, property consultants and contractors.

The following table summarises the financial information of the Company's subsidiaries and fellow

subsidiaries as at and for the year ended 31 December 2023.

	Net assets	Profit/(loss)
	€	€
JD Operations Limited	12,594,984	273,166
JD Birkirkara	4,984,973	(24,628)
JD Real Estate Development Ltd.	3,198,800	-

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

15. INVESTMENTS IN SUBSIDIARIES - continued

The following table summarises the financial information of the Company's subsidiaries and fellow

subsidiaries as at and for the year ended 31 December 2024.

		Net
	assets/
	(liabilities)	Profit/(loss)
	€	€
JD Operations Limited	15,999,549	353,441
JD Birkirkara Limited	4,967,101	(17,872)
JD Real Estate Development Ltd.	10,343,878	3,408,038
OneA Properties Ltd	(85,558)	(1,500)
J&J Development Ltd.	165,974	(182,543)
IVIVIV Holdings Ltd.	(5,984)	(3,570)
Skorba Developments Ltd.	145,683	245,649
J&J Hotel Operations Ltd.	5,215,659	2,780,033

The acquisition of the OneA Properties Ltd, J&J Development Ltd and IVIVIV Holdings Ltd resulted in a

bargain purchase. The gain on bargain purchase arising from the acquisition of J&J Development Ltd and

IVIVIV Holdings Ltd and OneA Properties Ltd is as follows:

	€
Total purchase consideration	2,134,641
Fair value of net assets acquired	2,594,095
Gain on bargain purchase	459,454

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

16. FINANCIAL ASSETS AT AMORTISED COST

		Group		Company
	2023	2024	2023	2024
	€	€	€	€
Non-current
Loans to subsidiaries (i)	-	-	30,424,487	22,291,991
Loan to ultimate parent company (ii)	-	1,713,858	-	-
Amounts owed by ultimate parent company (vi)	11,577,940	-	11,577,940	-
	11,577,940	1,713,858	42,002,427	22,291,991

Current
Amounts owed by ultimate parent company (iv)	-	463,713	-	7,013
Amounts owed by ultimate beneficial owner (v)	-	686,025	-	-
Amounts owed by related companies (iv)	2,995,553	4,875,233	-	-
Other receivables (iii)	3,703,184	3,200,000	-	-
	6,698,737	9,224,971	-	7,013

i. The loans to subsidiaries are split as follows:

€4,900,000 which is unsecured, earns interest at 6.5% per annum and is repayable by not later than 30

September 2027.

€3,600,000 which is unsecured, earns interest at 6.35% per annum and is repayable by not later than

25 November 2032.

€4,999,561 which is unsecured, earns interest at 6.35% per annum and is repayable by not later than

25 November 2032.

€6,862,625 which is unsecured, earns interest at 7.5% per annum and is repayable by not later than 19

July 2033.

€1,999,125 which is unsecured, earns interest at 7.5% per annum and is repayable by not later than 19

July 2033. The loan to subsidiary was not fully utilised as at year end.

€1,600,000 which is unsecured, earns interest at 8.75% per annum and is repayable by not later than

30 January 2027.

€3,300,000 which is unsecured, earns interest at 8.75% per annum and is repayable by not later than

30 January 2027.

€3,104,460 which is unsecured, subject to a 5.5% interest per annum and payable within 15 years.

Interest income for the period from these loans amounted to €1,919,855 (2023: €1,072,591). The

amount is net of €84,955 expected credit losses (2023: €69,320).

i. The loan to ultimate parent was unsecured, bore interest at 4.5% per annum and was repaid in 2024.

The amount is stated net of expected credit loss of €nil (2023: €3,465).

ii. The other receivables are stated net of expected credit losses of €nil (2023: €41). These were

unsecured and interest free.

iii. The amounts owed by ultimate parent and related companies were/are unsecured, interest-free, and

repayable on demand. These are stated net of €15,260 expected credit losses (2023: €15,260).

iv. The amounts owed by ultimate beneficial owner were stated net of expected credit losses of €nil (2023:

€2,133) and were unsecured, interest free and repayable on demand.

v. The amounts owed by ultimate parent company are unsecured, with an interest at 5.5% per annum and

repayable in 15 years.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

17. INVENTORIES

		Group
	2023	2024
	€	€
Raw materials	1,897,080	1,380,206
Work in progress	91,552	183,084
Property for development and resale	20,574,487	-
	22,563,119	1,563,290

18. CONTRACT ASSETS

		Group
	2023	2024
	€	€
At 1 January	11,140,846	6,516,976
Additions	2,491,863	4,511,046
Movement in provision for expected credit losses	(41,918)	112,824
Transfer to trade receivables	(6,636,458)	-
At 31 December	6,954,333	11,140,846

Contract assets are stated net of expected credit losses of €181,090 (2023: €139,172).

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

19. TRADE AND OTHER RECEIVABLES

		Group	Company
	2024	2023	2024	2023
Current	€	€	€	€
Trade receivables (i)	4,150,227	5,529,430	-	-
Accrued income (ii)	-	-	935,295	540,790
Prepayments	9,938,492	10,797,418	12,406	9,394
Amounts due from subsidiaries (iii)	-	-	1,058,455	-
Amounts owed by ultimate parent (iii)	290,957	-	290,957	-
Other receivables	2,030,354	2,004,898	1,999,309	2,000,000
	16,410,030	18,331,746	4,296,422	2,550,184

i. Trade receivables are stated net of allowance for expected credit losses amounting to €521,026 (2023:

€412,666). Expected credit losses recognised for the year amounted to €108,370 (2023: €76,456).

ii. Accrued interest income relates to the interest on loans to subsidiaries.

iii. The amounts owed by subsidiaries and ultimate parent company are unsecured, interest-free, and

repayable on demand.

The Group's and the Company's exposure to credit and currency risk relating to financial assets at

amortised cost are disclosed in Note 32.

20. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash and balances with banks. Cash and cash equivalents included

in the statement of cash flows reconcile to the amounts shown in the statement of financial position as

follows:

		Group		Company
	2023	2024	2023	2024
	€	€	€	€
Cash in hand	8,495	5,069	-	-
Cash at bank	678,711	379,143	-	-
Bank overdraft	(146,694)	(66,585)	(131,153)	(89)
	540,512	317,627	(131,153)	(89)

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

21. SHARE CAPITAL

		Group and Company
		2023	2024
		€	€
Authorised share capital
17,543,621 (2023: 7,543,621) Ordinary shares of €1 each		17,543,621	7,543,621
3,079 Ordinary A shares of €1 each		3,079	3,079
		17,546,700	7,546,700

Issued share capital
9,678,262 (2023: 7,54	3,621) Ordinary shares of €1 each	9,678,262	7,543,621
3,079 Ordinary A shares of €1 each		3,079	3,079
		9,681,341	7,546,700

The holders of "Ordinary" shares have all the rights in the Company.

The holders of "Ordinary A" shares shall not be entitled to any rights in the Company, and shall therefore

not be entitled to vote at any general meeting of the Company. However, they have the right to return of

capital on their shares upon liquidation of the Company.

During the year ended 31 December 2024, the Company did not declare any dividends.

22. REVALUATION RESERVE

The property, plant and equipment revaluation surplus is used to record increments and decrements on the

revaluation of non-current assets.

		Group
	2023	2024
	€	€
As at 1 January	8,165,699	7,856,800
Revaluation surplus	3,872,881	1,181,186
Deferred tax element (Note 11)	(521,757)	(872,287)
	11,516,823	8,165,699

The revaluation reserve is non-distributable.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

23. OTHER RESERVES

The Company entered into an assignment of receivable agreement with JD Holdings Limited amounting to

€4.8 million, which is being assigned by way of a gratuitous capital contribution. In line with IAS 32 such

amounts fall under the definition of equity and are therefore classified in these financial statements as a

component of equity.

24. EARNINGS/(LOSS) PER SHARE

	Group		Company
	2024	2023	2024	2023
Profit/(loss) for the period attributable to owners
of the Company	€6,613,973	€29,805	€38,762	(€249,935)
Weighted average number of ordinary shares	7,745,543	7,543,621	7,745,543	7,543,621
Basic earnings per share
	€0.854	€0.004	€0.005	(€0.033)

The Group or the Company has no potential ordinary shares that would cause the dilution of basic

earnings/(loss) per share.

25. BORROWINGS

		Group		Company
	2023	2024	2023	2024
	€	€	€	€
Non-current
€ 14,000,000 bonds, 4.85%, unsecured (i)	13,643,031	13,655,465	13,643,031	13,655,465
€11,000,000 bonds, 6%, unsecured (ii)	10,875,412	10,815,425	10,875,413	10,815,425
€5,000,000 private placement	, 7.25%,
secured (iii)	4,907,183	-	4,907,183	-
Bank loan I (iv)	142,984	290,512	-	-
Bank loan IV (v)	8,500,000	-	-	-
Bank loan V (vi)	5,822,219	-	-	-
Bank loan IX (vii)	1,619,042	-	-	-
Revolving facility (viii)	4,188,584	4,089,453	-	-
Amounts due to subsidiaries (xiv)	-	-	14,689,005	-
	49,698,455	28,850,855	44,114,632	24,470,890

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

25. BORROWINGS - continued

		Group	Company
	2023	2024	2023	2024
	€	€	€	€

Current
Bank loan I (iv)	147,946	140,745	-	-
Bank loan II (ix)	-	255,555	-	-
Bank loan III (x)	1,019,755	1,500,000	-	-
Bank loan VII (xi)	1,500,000	-	-	-
Bank loan VIII (xii)	2,929,492	-	-	-
Revolving facility (viii)	366,901	707,872	-	-
Bank overdraft	146,694	66,585	131,153	89
Amounts due to related company (xiii)	-	138,656	-	-
	6,110,788	2,809,413	131,153	89
Total borrowings	55,809,243	31,660,268	44,245,785	24,470,979

i. During the year ended 31 December 2022, the Company issued tranche 1 of a new series of bonds,

series 1, amounting to €14,000,000. The bonds will mature on 25 November 2032 with annual interest

payments every 25th of November until maturity. The amount presented is net of unamortised bond

issue costs of €377,395 (2023: €344,878). Interest expense on the bonds for the year are as disclosed

in Note 10 to these financial statements. The fair value of the bonds for every €100 bond as at 31

December 2024 was €101.89 (2023: €99.99). A bond exchange offer was accepted by all prior

bondholders whereby the 50,000 securities with a nominal value of €100 were exchanged to 50,000

securities with a nominal value of €100 in the new tranche. Additionally, a premium of €2 per bond was

paid by the Company amounting to €100,000.

ii. During the year ended 31 December 2023 the Company issued tranche 2 of series 1 bonds, amounting

to €11,000,000. The bonds will mature on 19 July 2033 with annual interest payments every 19th of

July until maturity. The amount presented is net of unamortised bond issue costs of €189,059 (2023:

€184,575). Interest expense on the bonds for the year are as disclosed in Note 10 to these financial

statements. The fair value of the bonds for every €100 bond as at 31 December 2024 was €106.49

(2023: €101.5).

iii. During the year ended 31 December 2024, the Company issued an unlisted 7.5% senior callable notes

amounting to €5,000,000. The notes may be redeemed from 2025 to 2027.

iv. Bank loan I pertains to a loan with a local bank under the Malta Development Bank's COVID-19 Assist

Program. The loan shall bear interest at a fixed rate of 2.5% per annum for the first two years from the

take up of the loan and thereafter at the rate of the aggregate of the margin of 2.75% per annum and

the three-month EURIBOR. The loan is repayable over a period of six years inclusive of a 12-month

moratorium on the principal and six-months on interest. Following the moratorium period, the loan shall

be repayable in 60 monthly installments of €12,500. As from November 2023 the monthly installments

were increased to €13,250. The loan is secured by a first general hypothec over the Company's assets

and guarantee by the ultimate shareholder.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

25. BORROWINGS - continued

i. Loan IV pertains to a loan obtained from a local bank amounting of €7,000,000 which was acquired in

2023 by a subsidiary. The loan bears interest between 5.50% to 5.80% per annum plus the 3-month

EURIBOR and is repayable in full in 2026 from sale proceeds collected on every contract of sale of the

units being currently developed on the properties of the related parties.

In February 2024, the Group acquired an additional loan of €1,500,000. The loan is secured, bears

interest between 5.50% to 5.80% per annum plus the 3-monthEURIBOR and is repayable in full by

2026.

The loan is secured by a pledge on bank account in the name of the subsidiary and a general hypothec

over all of the subsidiary's assets.

ii. On 02 May 2024, a loan was obtained with a local bank for a total amount of €5,800,000 to finance the

acquisition of a portion of land known as 'Bur Hammiem' in the limits of Bir Id-Deheb. The entire facility

was fully utilised as at 31 December 2024. The loan bears interest of 5.85% per annum and is

repayable in full by 2028 from sale proceeds collected on every contract of sale of the units being

currently developed on the site.

In addition, the Group also obtained another loan with the same local bank for a total amount

€3,647,987 to finance on a 'pari passu' the demolition and excavation of the site mentioned above,

together with the construction of commercial and residential units, including garages. The total amount

utilised from this facility amounted to €222,217 as at 31 December 2024. The loan bears interest of

5.85% per annum and is repayable in full by 2028 from sale proceeds collected on every contract of

sale of the units being currently developed on the site.

All the bank loans are secured by a general hypothec over all of the Company's present and future

assets.

iii. On 02 May 2024, a loan was obtained with a local bank for a total amount of €1,499,484 to finance the

acquisition of the two portions of land in Triq Sir Temi Zammit in Zebbiegh, Mgarr, Malta. The entire

facility was fully utilised as at 31 December 2024. The loan bears interest of 5.85% per annum and is

repayable in full by 2028 from sale proceeds collected on every contract of sale of the units being

currently developed on the site.

In addition, the Group also obtained another loan with the same local bank for a total amount €899,812

to finance on a 'pari passu' the demolition and excavation of the site mentioned above, together with the

construction of residential units, including car spaces. The total amount utilised from this facility

amounted to €119,558 as at 31 December 2024. The loan bears interest of 5.85% per annum and is

repayable in full by 2028 from sale proceeds collected on every contract of sale of the units being

currently developed on the site.

All the bank loans are secured by a general hypothec over all of the Company's present and future

assets.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

25. BORROWINGS - continued

i. The revolving facility was secured by title transfer, bears interest at the rate of 5% per annum plus the

12-month EURIBOR and is repayable in accordance with the term sheet as agreed with the bank for

each drawdown. The revolving facility is of €6,000,000.

At year end, the facility was split as follows:

€223,632 to serve as an overdraft facility

total drawdown as at 31 December 2024 amounted to €4,500,000 to be repaid in monthly installment of

€52,000 inclusive of interest in the first 2 years and monthly installment of €89,015 inclusive of interest

for the following 4 years.

ii. Bank loan II was a loan with another local bank taken as well under the Malta Development Bank's

COVID-19 Assist Program. The loan bore an interest at the rate of the aggregate of the margin of

3.15% per annum and the three-month EURIBOR. The loan was repayable in monthly installments of

€50,917 beginning December 2020 until May 2024. The loan was secured by a first special hypothec

for the amount of €200,000 over the Company assets.

iii. Bank loan III pertains to a project finance loan with a local bank. This is to be repaid by July 2025 and is

subject to 5.65% interest. The loan is secured by a joint and several guarantee amounting to

€1,500,000 provided by the ultimate beneficial owner.

iv. Loan VII is a loan with another local bank amounting to €1,500,000 subject to interest at a fixed rate of

5.65%. The project finance loan will be settled in 2025.

v. Loan VIII is a loan with another bank amounting to €3,000,000 that is to be repaid from 9 months from

the first drawdown in September 2024 and is subject to 10.00% interest.

vi. The amounts due to related company are unsecured, interest-free, and repayable on demand.

vii. The amounts due to subsidiaries are unsecured, subject to a 5.5% interest per annum and payable

within 15 years.

The interest rate exposure of the borrowings is as follows:

		Group		Company

	2023	2024	2023	2024
	€	€	€	€
At fixed rates	42,462,828	26,607,388	44,245,785	24,470,890
At floating rates	13,346,415	5,052,880	-	-
	55,809,243	31,660,268	44,245,785	24,470,890

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

25. BORROWINGS - continued

The carrying amount of the Group's borrowings are denominated in Euro. The weighted average effective

interest rate at the end of the reporting periods are as follows:

		Group		Company
	2024	2023	2024	2023
	%	%	%	%
At fixed rates	6.00	3.62	3.78	5.43
At floating rates	8.19	7.71	-	-

As at the end of the reporting period the Group had general banking facilities and loan facilities with the

major local banks amounting to €26.4 million (2023: €9.9 million). As at 31 December 2024, the Group had

not yet utilised €1.5 million (2023: €8.6 million) of total facilities.

The Group's and Company's exposure to liquidity and interest risk relating to borrowings are disclosed in

Note 32.

26. LEASE LIABILITIES

	Group
	2024	2023
	€	€
Non-current	3,341,959	3,395,551
Current	53,568	50,958
	3,395,527	3,446,509

Commitments in relation to lease liabilities are payable as follows:

		Group
	2023	2024
	€	€
Due after more than five years	9,393,127	9,625,947
Due after one year but within five years	910,172	899,072
Due within one year	221,697	221,697
Total gross lease liabilities	10,524,996	10,746,716
Discounting	(7,129,469)	(7,300,207)
Present value of lease liabilities	3,395,527	3,446,509

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

26. LEASE LIABILITIES - continued

The Group's lease liabilities pertain to the lease of land and buildings under a temporary emphyteusis for a

period of 65 years from 8 March 2018 and the lease of a commercial property (including garage) for a

period of 12 years from 1 October 2019. The Group's obligations under these leases are secured by the

lessor's title over the property. Generally, the Group is restricted from sub-leasing the property.

		Group
	2023	2024
	€	€
At 1 January	3,446,509	3,491,686
Accretion of interest	170,715	173,143
Lease payments	(221,697)	(218,320)
At 31 December	3,395,527	3,446,509

The following were the amounts recognised in profit or loss relating to leases:

		Group
	2023	2024
	€	€
Depreciation charge	520,899	114,370
Interest expense	170,715	173,143
	691,614	287,513

27. TRADE AND OTHER PAYABLES

		Group	Company
	2023	2024	2023	2024
	€	€	€	€
Non-current
Trade payables	120,281	186,311	-	-
Amounts due to MTCA (i)	2,945,990	1,498,633	-	-
	3,066,271	1,684,944	-	-

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

27. TRADE AND OTHER PAYABLES - continued

		Group	Company
	2023	2024	2023	2024
	€	€	€	€

Current
Trade payables	8,202,764	7,477,014	166,001	44,335
Accruals	4,316,655	2,077,884	728,267	382,021
Amounts due to MTCA (i)	1,951,791	1,611,293	-	-
Amounts due to subsidiaries (ii)	-	-	1,614,927	441,954
Amounts due to related parties (iii)	-	-	-	4,792
Advance payments	2,864,960	-	-	-
Amount due to third party (iii)	3,420,433	-	-	-
	20,756,603	11,166,191	2,509,195	873,102

i. The amounts due to Malta Tax and Customs Administration (''MTCA'') are governed by agreements

with the respective department.

ii. The amounts owed to subsidiaries and related parties are/were unsecured, interest-free, and repayable

on demand.

iii. The amounts due to third party are unsecured, subject to a 4% per annum plus the 3-month

EURIBOR and are repayable by 2026.

The Group's and Company's exposure to liquidity and interest risk relating to trade payables are disclosed

in Note 32.

28. CONTRACT LIABILITIES

		Group
	2023	2024
	€	€
At 1 January	4,185,471	2,889,500
Additions	926,342	1,859,300
Net payments received in advance	45,811	1,253,229
Transfer to revenue	(1,586,898)	(1,816,558)
Write off	(135,000)	-
	3,435,726	4,185,471

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

29. SIGNIFICANT NON-CASH TRANSACTIONS

On 31 December 2024, amounts due from related parties to subsidiaries were assigned in favour of the

Company.

On the same day, the Company took over the responsibility of settling the payables to related parties by its

subsidiaries through a novation agreement.

30. RELATED PARTY TRANSACTIONS

The Group has related party relationships with companies over which directors exercise significant

influence and with companies under common control. During the year, related parties have extended funds

to the Group for it to be able to meet its obligations as well as paid expenses on behalf of related parties.

During the year the Group also incurred interest on its borrowings from a related party which were

capitalised as part of the asset under construction. Transactions are carried out with related parties on a

regular basis and in the ordinary course of the business.

The following summarises the transactions with related parties that transpired during the period:

		Group		Company
	2023	2024	2023	2024
	€	€	€	€
Related company
Revenue from contracts	3,847,054	2,524,569	-	-
Cost of sales recharges	(737,982)	(1,014,758)	-	-
Net recharges	(344,618)	(649,072)	-	-
Management fees	-	198,755	-	-
Net advances paid	-	(731,977)	-	-
Ultimate parent company
Interest income	50,440	50,302	-	-
Net recharges	(50,479)	46,022	-	-
Net advances paid	-	(390,025)	-	-
Ultimate shareholder
Net advances paid	-	(295,147)	-	-
Subsidiaries
Interest income	-	-	1,919,855	1,072,591
Recharges	-	-	90,988	121,833
Net advances obtained/(paid)	-	-	7,387,548	(15,330,573)
Dividend from shares in subsidiaries	-	-	461,538	-

The outstanding amounts arising from transactions with related parties and the related terms and conditions

are disclosed in Notes 16,19, 25 and 27 to these financial statements.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

31. CAPITAL COMMITMENTS

Commitments for capital expenditure with respect to property, plant and equipment not provided for in these

financial statements are as follows:

		Group
	2023	2024
	€	€
Contracted but not provided for
Property, plant and equipment	8,348,692	7,280,560
Investment property	12,349,781	3,824,759
	20,698,473	11,105,319

32. FINANCIAL RISK MANAGEMENT

The Group's activities potentially expose it to a variety of financial risks: market risk (including interest rate

risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the

unpredictability of financial markets and seeks to minimise potential adverse effects on the financial

performance of the Group. The Group did not make use of derivative financial instruments to hedge certain

risk exposures during the current and preceding financial periods.

The Group uses different methods to measure different types of risk to which it is exposed. These methods

include sensitivity analysis in the case of interest rate risks and ageing analysis for credit risk.

Risk management is carried out by senior finance executives ('finance') under policies approved by the

Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the

group and appropriate procedures, controls and risk limits.

Market risk

Cash flow and fair value interest rate risk

The Group's significant instruments which are subject to fixed interest rates comprise of borrowings (Note

25). In this respect, the Group is potentially exposed to fair value interest rate risk in view of the fixed nature

of these instruments, which are however measured at amortised cost.

The Group’s interest rate risk principally arises from bank borrowings issued at variable rates (Note 25)

which expose the Group to cash flow interest rate risk. The Group uses a sensitivity analysis technique that

measures the change in the fair value and cash flows of the Group’s financial instruments at the reporting

date for hypothetical changes in the relevant market risk variables. The amounts generated from the

sensitivity analysis are forward-looking estimates of market risk assuming certain market conditions. Actual

results in the future may differ materially from those projected results due to the inherent uncertainty of

global financial markets. Management considers the potential impact on profit or loss of a defined interest

rate shift that is reasonably possible at the end of the reporting period to be immaterial. Up to the end of the

reporting period, the Group did not have any hedging arrangements with respect to the exposure of floating

interest rate risk.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

32. FINANCIAL RISK MANAGEMENT - continued

Market risk - continued

The Group has considerable bank borrowings issued at fixed rates (Note 25). These bank loans do not

expose the Group to cash flow interest rate risk.

Credit risk

Credit risk refers to the risk that a counterparty in the financial assets will default on its contractual

obligations resulting in financial loss to the Group.

The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit

risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for

impairment of those assets, as disclosed in the statement of financial position and notes to the financial

statements. The Group does not hold any collateral.

The Group's credit risk arises on cash and cash equivalents, deposits with banks, loans and receivables,

advances to related parties as well as credit exposure to customers, including outstanding receivables and

committed transactions. the carrying amount of financial assets represents the maximum credit exposure.

The maximum exposure to credit risk at the reporting date was:

			Group			Company
			2024	2023	2023	2024
Financial assets measured at amortised cost:			€	€	€	€
Trade receivables	4,150,227			5,529,430	-	-
Other receivable	5,733,538			5,204,898	1,999,309	2,000,000
Amounts due from related companies	2,995,553			4,875,233	-	-
Loans to subsidiaries	-			-	30,424,487	22,291,991
Amounts due from ultimate parent company	11,868,897			463,713	11,868,897	7,013
Loan due from ultimate parent	-			1,713,858	-	-
Amounts due from ultimate beneficial owner	-			686,025	-	-
Contract assets		6,	954,333	11,140,846	-	-
Cash at bank	678,711			379,143	-	-
	32,381,259			29,993,146	44,292,693	24,299,004

The Group banks only with local financial institutions with high quality standing or rating. The Group's

operations are principally carried out in Malta. The Group has no concentration of credit risk that could

materially impact the sustainability of its operations.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

32. FINANCIAL RISK MANAGEMENT - continued

Credit risk - continued

Impairment of financial assets

The Group's and the Company's financial assets, trade receivables and contract assets, as well as cash

and cash equivalents, are subject to the IFRS 9' expected credit loss model. Financial assets subject to

IFRS 9's expected credit loss model principally comprise loans and amounts advanced to subsidiaries,

ultimate parent and related parties, as disclosed in Note 16.

Trade receivables and contract assets

Carrying amounts for trade receivables are stated net of expected credit losses. In measuring the expected

credit losses, the customers have been assessed on a collective basis as they possess shared credit risk

characteristics. They have been based on the days past due.

Other receivables

The Group's and the Company's financial assets include significant loans and amounts due from

subsidiaries, ultimate parent, immediate parent and a related company, arising from transactions with these

entities. Management monitors intra-group and related party credit exposure at individual entity level and

ensures timely performance in the context of overall group liquidity management.

Cash at bank

The Group cash is placed with reputable financial institutions, such that management does not expect any

institution to fail to meet repayments of amounts held in the name of the companies within the Group. While

cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified

impairment loss was insignificant.

Credit risk related to trade receivables are as follows:

		Group
	Gross		Carrying
	amount	amount	ECL
	€	€	€
31 December 2024
Current	309,531	(12,966)	296,567
30 to 89 days	751,636	(194,548)	557,087
90 to 179 days	352,989	(97,488)	255,501
180 to less than 1 year	3,091,488	(50,416)	3,041,072
More than 1 year	165,608	(165,608)	-
	4,671,252	(521,026)	4,150,227

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

32. FINANCIAL RISK MANAGEMENT - continued

Credit risk - continued

		Group
	Gross		Carrying
	amount	amount	ECL
	€	€	€


31 December 2023
Current	5,310,466	(28,636)	5,281,830
30 to 89 days	123,339	(39,830)	83,509
90 to 179 days	39,928	(22,160)	17,768
180 to less than 1 year	379,348	(233,025)	146,323
More than 1 year	89,016	(89,016)	-
	5,942,097	(412,667)	5,529,430

Liquidity risk

The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial

liabilities. Prudent liquidity risk management includes maintaining sufficient liquid assets and available

borrowing facilities to be able to pay debts as and when they become due and payable.

The directors manage liquidity risk by maintaining adequate cash reserves and available borrowing facilities

by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial

assets and liabilities.

The following table details the undiscounted contractual cash flows arising from the Company's financial

liabilities:

	Weighted		Between 1	Between 2		Remaining
	average	1 year or	and 2	and 5	Over 5	contractual
	interest rate	maturities	less	years	years	years
	€	%	€	€	€	€
31 December 2024

Non-interest bearing					-
Trade and other
payables (excluding
accrued interest)	-	2,509,195	-	-	-	2,509,195

Interest bearing fixed
rate
Amounts due to
subsidiaries	4.00	587,560	587,560	1,762,681	20,564,608	23,502,409
Bonds payable
(including interest)	5.67	1,701,500	1,701,500	8,021,500	26,339,000	37,763,500
		4,798,255	2,289,060	9,784,181	46,903,608	63,775,104

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

32. FINANCIAL RISK MANAGEMENT - continued

Liquidity risk - continued

	Weighted		Between 1	Between 2		Remaining
	average	1 year or	and 2	and 5	Over 5	contractual
	interest rate	maturities	less	years	years	years
	€	%	€	€	€	€
31 December 2023

Non-interest bearing
Trade and other
payables (excluding
accrued interest)	-	491,080	-	-	-	491,080

Interest bearing fixed
rate
Bonds payable
(including interest)	1,339,000	5.43	1,339,000	4,017,000	31,016,000	37,711,000
		1,830,080	1,339,000	4,017,000	31,016,000	38,202,080

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

32. FINANCIAL RISK MANAGEMENT - continued

Liquidity risk - continued

The following table details the undiscounted contractual cash flows arising from the Group's financial

liabilities:

	Weighted						Between 1	Between 2		Remaining
	average		1 year or				and 2	and 5	Over 5	contractual
	interest rate				less		years	years	years	maturities
		%				€	€	€	€	€
31 December 2024

Non-interest
bearing
Trade payables	-	15,384,379					120,281	-	-	15,504,660
Indirect taxes and
social security
contributions	-	1,951,791					438,914	1,286,451	1,220,625	4,897,781

Interest
bearing - fixed
Bonds		5.43	1,701,500				1,701,500	8,021,500	26,339,000	37,763,500
Bank borrowings		5.44	12,279,791				1,693,733	3,992,119	8,850,645	26,816,288
Lease liabilities		5.00	221,696				444,577	465,593	9,450,717	10,582,583

Interest
bearing - variable
Borrowings	5% plus 12-month	E 170,054	URI	B	O	R	147,269	-	-	317,323
		6.2	5%	pl	us	3	-
		month
Borrowings	EURIBOR	881,099					1,111,150	3,556,805	538,757	6,087,811
Borrowing	5.5% plus 3-mont	h 208,060 E	URI	B	O	R	9,302,060	-	-	9,510,120
Amounts due to
third party	4% plus 3-month	E 3,420,433 UR	IB	O	R		-	-	-	3,420,433
		36,218,803					14,959,484	17,322,468	46,399,744	114,900,499

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

32. FINANCIAL RISK MANAGEMENT - continued

Liquidity risk - continued

	Weighted		Between 1	Between 2		Remaining
	average	1 year or	and 2	and 5	Over 5	contractual
	interest rate	maturities	less	years	years	years
	€	%	€	€	€	€
31 December 2023

Non-interest bearing
Trade payables	-	7,477,014	186,311	-	-	7,663,325
Indirect taxes and
social security
contributions	-	1,611,293	474,252	837,917	186,464	3,109,926
Amounts due to
related company	-	138,656	-	-	-	138,656

Interest
bearing - fixed
Bonds	37,711,000	5.43	1,339,000	1,339,000	4,017,000	31,016,000
Bank borrowings	2,005,106	5.44	1,702,306	159,000	143,800	-
Lease liabilities	10,804,245	5.00	221,697	278,767	677,375	9,626,406

Interest
bearing - variable
	-	5% pl	us	12
	month
Revolving facility	EURIBOR	572,000	624,000	3,204,540	1,068,180	5,468,720
	-	3% pl	us	3
	month
Bank borrowings	EURIBOR	268,178	-	-	-	268,178
		13,330,144	3,061,330	8,880,632	41,897,050	67,169,156

Fair value of financial instruments

The carrying amounts of cash at bank, receivables (net of impairment provisions, if any), payables,

borrowings and lease liabilities reflected in the financial statements are reasonable estimates of the fair

value in view of the nature of these instruments or the relatively short period of time between the origination

of the instruments and their exposed realisation. The fair value of financial liabilities for disclosure purposes

is estimated by discounting the future contractual cash flows at the current market interest rate that is+

available to the group for similar financial instruments.

As at the end of the reporting period, the fair value of financial assets and liabilities approximate the

carrying amounts shown in the statements of financial position.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

32. FINANCIAL RISK MANAGEMENT - continued

Timing of cash flows

The presentation of the financial assets and liabilities listed above under the current and non-current

headings within the statements of financial position is intended to indicate the timing in which cash flows will

arise.

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern and comply with

the requirements of the prospectus issued in relation to the bonds while maximising the return to

stakeholders through the optimisation of the debt and equity balance.

The capital structure of the Group consists of equity attributable to equity holders comprising issued share

capital, reserves, and borrowings as disclosed in Notes 21, 22, 24 and 25 to these financial statements and

in the statements of changes in equity.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

33. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

			Group
	Bank loans
	and revolving		Lease
	facility	Bonds	liabilities	Total
	€	€	€	€
31 December 2024
Beginning balance	6,984,137	24,470,890	3,446,509	34,901,536
Proceeds from financing activities	24,495,497	5,000,000	-	29,495,497
Payments from financing activities	(5,897,410)	(1,468,500)	(221,697)	(7,587,607)
Interest non-cash change	596,152	1,339,000	170,715	2,105,867
Net other non-cash changes	58,547	84,236	-	142,783
Balance at 31 December 2024	26,236,923	29,425,626	3,395,527	59,058,076

31 December 2023
Beginning balance	6,484,165	13,625,498	3,491,686	23,601,349
Proceeds from financing activities	1,500,000	9,000,000	(218,320)	10,281,680
Payments from financing activities	(1,347,463)	(868,059)	-	(2,215,522)
Interest non-cash change	347,435	679,000	173,143	1,199,578
Net other non-cash changes	-	2,034,451	-	2,034,451
Balance at 31 December 2023	6,984,137	24,470,890	3,446,509	34,901,536

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

33. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES - continued

			Company
	Amounts due to	Bank loans
	subsidiaries and a	and revolving		Lease	Other
	related company	Total	facility	Bonds	liabilities	payables
	€	€	€	€	€	€
31 December 2024
Beginning balance	446,746	-	24,470,890	-	66,970	24,984,606
Proceeds from financing activities	1,919,856	-	5,000,000	-	-	6,919,856
Payments from financing activities	-	-	(1,468,500)	-	-	(1,468,500)
Interest non-cash change	-	-	1,339,000	-	-	1,339,000
Net other non-cash changes	13,937,331	-	84,236	-	-	14,021,567
Balance at 31 December 2024	16,303,933	-	29,425,626	-	66,970	45,796,529

31 December 2023
Beginning balance	237,962	-	13,625,498	-	66,970	13,930,430
Proceeds from financing activities	207,584	-	9,000,000	-	-	9,207,584
Payments from financing activities	-	-	(868,059)	-	-	(868,059)
Interest non-cash change	-	-	679,000	-	-	679,000
Net other non-cash changes	1,200	-	2,034,451	-	-	2,035,651
Balance at 31 December 2023	446,746	-	24,470,890	-	66,970	24,984,606

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

34. FAIR VALUE MEASUREMENT

The Group's land and buildings and investment property are held for long-term yields or for capital

appreciation purposes. The Group utilises the rental income approach as a valuation method to determine

the fair value of other property and investment property as at 31 December and the market value basis in

relation to land.

The Group is required to analyse non-financial assets carried at fair value by level of the fair value

hierarchy.

The following table details the Group's assets and liabilities, measured or disclosed at fair value, using a

three-level hierarchy, based on the lowest level of input that is significant to the entire fair value

measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can

access at the measurement date.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

	Level 1	Level 2	Level 3	Total
	€	€	€	€
31 December 2024
Assets
Land and buildings	-	-	34,028,759	34,028,759
Investment property - land	-	-	5,870,582	5,870,582
Investment property - Ta' Monita	-	-	11,504,404	11,504,404
Investment property - hotel	-	-	10,032,000	10,032,000
Total assets	-	-	61,435,745	61,435,745

The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the beginning of

the reporting period. There were no transfers between levels during the financial year.

A reconciliation from the opening balance to the closing balance of land and buildings for recurring fair

value measurements categorised within Level 3 of the value hierarchy, is reflected in Notes 12 and13.

Valuation processes

The Group’s property is valued by the directors, generally taking cognisance of professional advice from

independent professionally qualified valuers who hold a recognised relevant professional qualification and

have the necessary experience in the location and segments of the property being valued.

When external valuations are carried out in accordance with this process, the valuer reports directly to the

directors and discussions on the valuation technique, the model utilised and its results, including an

evaluation of the inputs to the valuation model, are held at management level. A new valuation is typically

commissioned to an external valuer, whenever, in the opinion of the directors, new circumstances arise

which may suggest that a material change in value in the underlying property has occurred.

JD CAPITAL PLC

Annual Financial Report and Consolidated Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS - continued

34. FAIR VALUE MEASUREMENT - continued

Valuation techniques

The valuation of land is determined on the basis of the market value basis. The significant input to this

approach is a sales price per square metre related to transactions of comparable land to the Group’s

property discounted as a consequence of the land being on temporary emphyteusis.

The valuation of the other property and investment property is determined on the basis of rental income

streams per square metre, by reference to the rental income of comparable properties within close

proximity. This value is adjusted taking into consideration the permits and existing commitments.

The level 3 assets unobservable inputs and sensitivity are as follows:

	Fair value as at 31	Valuation
Description	December 2024	technique	Significant unobservable inputs
		€
			Average sales price per square
Land	32,844,615	Market value	metre of €1,570
			Average rate per square metre of
Other property	1,184,144	Income approach	€244 and a discount rate of 6.77%
			Average €200 to €500 per square
Investment property - land	5,870,582	Income approach	meter and a discount rate of 6.25%
Investment property - Ta'			Average €1,100 to €3,840 per
Monita	11,504,404	Market value	square meter
Investment property - hotel	10,032,000	Market value	Average €1,140 per square meter

35. COMPARATIVE INFORMATION

Certain amounts in the comparative information have been presented to align with the current year's

financial statements presentation.

36. EVENTS AFTER THE END OF REPORTING PERIOD

On 11 April 2025, the Company announced (company announcement JDC 89/2025) that a prospectus

dated 11 April 2025, relating to the issue of up to €40,000,000 5.6% secured bonds of a nominal value of

€100 per bond redeemable in 2035 (the “Bonds”), has been approved by the Malta Financial Services

Authority. The Company intends to deploy a portion of the proceeds from the prospective issuance of the

Bonds, to inter alia finance the early redemption of the €5,000,000 7.25% secured callable notes of a

nominal value of €1,000 per note 2025-2027.

37. STATUTORY INFORMATION

JD Capital plc is a public limited company and was incorporated in Malta on 9 August 2017.

INDEPENDENT AUDITOR'S REPORT

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 15 to 68, which comprise the statements of financial position as at 31 December 2024, 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 2024, 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 Auditor's 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.

RSM Malta

Mdina Road,

Ħaż-Żebbuġ, Malta

ZBG 9015

T +356 2278 7000

www.rsm.com.mt

INDEPENDENT AUDITOR'S REPORT - continued

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 7 in

these 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 properties relating to the Group

The Group's investment properties pertaining to land in Birkirkara, land and building in Marsascala and

land and building in Msida is carried at fair value of €27,441,693. Valuations of these properties are

inherently subjected to, among other factors, the individual nature of each properties, its location, and

the expected future revenues to be derived from the properties.

The existence of significant estimates used to arrive at the fair value of the properties, 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 valuations of the

properties 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 AUDITOR'S REPORT - continued

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 €34,028,759 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 2024, the Group had a loan receivable and amounts due from the parent company

totalling to €11,868,897 and amounts due from related companies of €2,995,553.

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 AUDITOR'S REPORT - continued

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 auditor's 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 AUDITOR'S REPORT - continued

To the Shareholders of JD Capital plc

Report on the Audit of the Financial Statements - continued

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 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 auditor's 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 auditor's 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 AUDITOR'S REPORT - continued

To the Shareholders of JD Capital plc

Report on the Audit of the Financial Statements - continued

Auditor's 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 auditor's 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 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 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

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 Corporte Governance has

been properly prepared in accordance with the requirements of the Capital Market Rules issued by the

Malta Financial Services Authority.

INDEPENDENT AUDITOR'S REPORT - continued

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 plc for the year ended 31 December

2024, 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.

Auditor's 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 Company'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 report for the year ended 31 December 2024 has been prepared, in all

material respects, in accordance with the requirements of the ESEF RTS.

INDEPENDENT AUDITOR'S REPORT - continued

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;

• 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 auditor 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 seven financial years.

This copy of the audit report has been signed by:

Conrad Borg (Principal)

for and on behalf of

RSM Malta

Registered Auditor

25 April 2025

JD CAPITAL PLC

Supplementary Statements - 31 December 2024

SUPPLEMENTARY STATEMENTS

Cost of sales

Selling and distribution expenses

Administrative expenses

III

JD CAPITAL PLC

Supplementary Statements - 31 December 2024

COST OF SALES

				Group
			2023	2024
			€	€
Opening balance of raw materials			1,380,206	1,350,088
Purchases			7,290,668	4,100,325
Closing balance of raw materials			(1,897,080)	(1,380,206)
Cost of raw materials put into process			6,773,794	4,070,207
Manufacturing overhead and other direct costs:
Consumables			38,495	29,415
Depreciation			655,067	647,354
Hire of equipment			362,265	411,687
Repairs and maintenance			67,054	28,489
Subcontracting costs			427,705	2,108,101
Water and electricity			34,579	40,691
Salaries and wages			3,564,440	3,074,846
Other direct costs			971,293	408,424
Total costs put into process			12,894,692	10,819,214
Opening balance of work-	in	-progress	183,084	13,919
Closing balance of work-	in	-progress	(91,552)	(183,084)
Cost of inventories manufactured and sold			12,986,224	10,650,049

JD CAPITAL PLC

Supplementary Statements - 31 December 2024

SELLING AND DISTRIBUTION EXPENSES

		Group
	2023	2024
	€	€
Advertising	26,803	60,067
Transport and motor vehicles	128,119	120,189
	154,922	180,256

JD CAPITAL PLC

Supplementary Statements - 31 December 2024

ADMINISTRATIVE EXPENSES

III

			Group		Company
		2023	2024	2023	2024
		€	€	€	€
Salaries		223,593	331,601	47,290	38,387
Directors' remuneration		-	-	114,588	50,583
Directors' fees		191,215	56,050	76,626	56,050
Auditor's remuneration		58,713	36,341	17,405	15,611
Depreciation		6,915	6,381	-	-
Professional fees		138,896	159,667	119,405	98,324
Trading expense (MSE)		16,148	6,507	16,148	6,507
Printing and stationary		9,973	7,703	-	-
Bank charges		93,786	27,231	2,883	713
Telecommunication		64,938	45,290	-	-
Insurance		210,828	181,976	-	-
Travel expenses		12,768	4,201	-	-
General expenses		46,847	30,632	1,956	173
Company registration fee		2,910	3,110	1,200	1,400
Staff welfare		41,213	20,409	-	-
Entertainment		10,644	35,879	-	-
Uniforms		2,984	4,510	-	-
Repairs and maintenance		4,514	2,272	-	-
Amortisation of bond issue costs		84,236	34,452	84,236	34,452
Penalties		106,030	19,118	-	-
Write-	offs	98,900	-	-	-

		1,426,051	1,013,330	481,737	302,200