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Company Registration No.: C 82098
JD CAPITAL PLC
Annual Financial Report
and
Consolidated Financial Statements
31 December 2025
1
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
CONTENTS
Pages
General information2
Directors' report3 - 9
Statement of compliance with the principles of good corporate governance10 - 15
Statements of profit or loss and other comprehensive income16
Statements of financial position17 - 18
Statements of changes in equity19 - 21
Statements of cash flows 22 - 23
Notes to the financial statements24 - 76
Independent auditor's report77 - 84
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
GENERAL INFORMATION
2
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 (resigned on 31 December 2025)
Stanley Portelli
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 2025
DIRECTORS' REPORT
3
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 2025.
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 investment
property and is also engaged in the business of property development for resale. Furthermore, the Group is
engaged in third-party logistics (3PL).
Review of the business
Group
The Group’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 €22.04 million (2024: €16.33 million) for the Group.
EBITDA
The Group's EBITDA (earnings before interest, tax, depreciation and amortisation) for the year amounts to
€5.47 million (2024: €10.92 million) with adjusted EBITDA, that is, EBITDA before movement in expected credit
losses, fair value movements and non-recurring items amounting to €5.07 million (2024: €2.61 million).
EBIT
The Group's EBIT for the year amounts to €4.59 million (2024: €10.26 million)
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 €8.33 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 complex, the Group acquired
other assets for the amount of €2 million (2024: €0.271 million).
During the year, the Group continued works at the Birkirkara site. The site has been excavated, and all
underpinning and rock stabilising works are 100% complete. The structural designs have been finalised.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
4
Review of the business - continued
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 (2024: €9.68 million) made up of 9,681,341 ordinary
shares of €1.00 each. Capital contribution reserves for the year amounted to €6.34 million (2024: €4.80 million).
The capital contribution reserve represents a gratuitous capital contribution by the parent company. Revaluation
reserves arise on the revaluation of the Hal Far complex amount to €13.16 million (2024: €11.52 million).
Retained earnings held by the Group amount to €9.44 million (2024: €8.05 million). The total equity is €38.62
million (2024: €34.04 million).
The Group’s total assets amount to €162.91 million (2024: €126.89 million).
Company
The Company's profit before tax for the year ending 31 December 2025 amounted to €81,978 (2024: €201,011).
The Company’s equity includes a share capital of €9.68 million (2024: €9.68 million) made up of 9,681,341
ordinary shares of €1.00 each. Capital contribution reserves for the year amounted to €6.34 million (2024: €4.80
million). The capital contribution reserve represents a gratuitous capital contribution by JD Holdings Limited.
Accumulated losses held by the Company amount to €0.47 million (2024: €0.50 million). The total equity of the
Company is €15.56 million (2024: €13.98 million).
The Company’s total assets amount to €99.70 million (2024: €60.74 million).
Results and dividends
The statements of profit or loss and other comprehensive income are set out on page 16. During the year
ended 31 December 2025, the directors do not recommend the payment of a dividend. The retained earnings of
the Group amounting to €9,444,145 and the accumulated losses of the Company amounting to €465,153 shall
be carried forward to the next financial year.
Principal risks and uncertainties
Over the years, the Group has gradually reduced its dependency on the operations of its principal subsidiary, JD
Operations Limited, by diversifying both its business lines and core activities, including expansion into property
trading and third-party logistics (3PL).
This diversification has reduced the Group’s reliance on a single subsidiary while broadening its presence
across multiple industries. Accordingly, in addition to its established presence in the construction sector and
significant growth in the property sector, the Group now also operates within the logistics industry.
Apart from the 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.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
5
Principal risks and uncertainties - continued
Macro economic environment
The construction industry is exposed to geopolitical risks arising from global and regional political instability,
armed conflicts, trade restrictions and changes in international relations. Such developments may adversely
affect the availability, cost and timely delivery of construction materials and equipment, particularly where supply
chains rely on imported inputs.
Geopolitical tensions may also contribute to volatility in energy prices, interest rates and inflation, which could
increase project costs, place pressure on margins and affect the financial viability of existing and future
contracts.
The Board monitors geopolitical developments on an ongoing basis and seeks to mitigate related risks through
supplier diversification, careful contract management, cost monitoring, and maintenance of adequate liquidity.
Geopolitical risks
The recent escalation of geopolitical tensions in the Middle East has increased uncertainty in the global
economic environment. At present, there is minimal impact on the Group's operations. However, management
continues to monitor developments closely and will assess potential implications as the situation evolves.
Disclosures of material matters
JD Capital plc has the following material contracts:
JD Operations Limited
i. €4.9m loan relating to the Prospects bond issued in 2018;
ii. €3.6m working capital loan. Proceeds obtained by JD Capital plc from bond issue in November 2022;
iii. €5m loan agreement for the redevelopment of the Hal Far Complex. Again, proceeds obtained by JD Capital
plc from the bond issue that took place in November 2022;
iv. €7m loan agreement for the development of the Hal Far complex. JD Capital plc obtained the loan funds
from the series 2 bonds issued in July 2023;
v. €1.6m loan agreement for general corporate financing. JD Capital plc obtained the loan funds from the
unlisted senior callable notes issued in 2024 which were redeemed in 2025;
vi. €7m loan agreement to finance its working capital obligations including full repayment of bridge loans. JD
Capital plc obtained the loan funds from the bonds issued in May 2025; and
vii. €6.25m loan agreement to finance its working capital obligations including full repayment of bridge loans. JD
Capital plc obtained the loan funds from the bonds issued in May 2025; and
viii. €12.9m payable agreement resulting from the consolidation project of the Group.
JD Birkirkara Limited
i. €4.0m loan for the development of the Birkirkara Office Complex. JD Capital plc obtained the loan funds
from the series 2 bonds, issued in July 2023.
JD Real Estate Development Ltd.
i. €2.54m loan agreement for the acquisition of Villa Delfini. JD Capital plc obtained the loan funds from the
secured bonds issued in May 2025; and
ii. €1.34m loan agreement for the part acquisition of a property in Zejtun.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
6
Disclosures of material matters - continued
J&J Development Ltd.
i. €1.5m loan agreement to part refinance a loan facility with FIMBank plc taken out by OneA Properties Ltd.
ii. €2.2m loan agreement to assign receivable balance from OneA Properties Ltd to JD Capital plc.
Skorba Developments Ltd.
i. €3.46m loan agreement to finance the rescission of a promise of sale of ten apartments and four
penthouses forming part of Skorba Mansions entered into with a third party company, for which payment
had been received upon execution of a promise of sale agreement plus interest accruing in favour of the
said third party until the date of rescission; and
ii. €1.5m loan agreement to part refinance a loan facility with FIMBank plc taken out by OneA Properties Ltd.
iii. €0.3m loan agreement to assign receivable balance from OneA Properties Ltd to JD Capital plc.
J&J Hotel Operations Ltd.
i. €5.5m loan agreement to part refinance a loan facility with FIMBank plc taken out by OneA Properties Ltd.
ii. €1.4m loan agreement to assign receivable balance from OneA Properties Ltd to JD Capital plc.
JD Holdings Limited
i. €3.3m loan agreement to finance a repayment of private loans;
ii. €2m loan agreement to finance a repayment of loan held with Merkanti Bank; and
iii. €11.5m assignment of receivable agreement resulting from the consolidation project of the Group.
Financial risk management
The Group is exposed to a variety of financial risks, including market risk (including cash flow and fair value
interest rate risk), credit risk and liquidity risk. The Company's risk management is disclosed in Note 34 to the
financial statements.
Events after the end of reporting period
As of 1 January 2026, the Group’s administrative staff relocated to the new modern offices developed within the
Hal Far Complex.
Furthermore, the Group has commenced the roll-out of its third-party logistics (3PL) operations, which are being
developed through its subsidiary, JD Operations Limited. These operations are focused on the provision of
palletised storage, inventory management and handling and associated logistics services.
Going concern
In assessing the Group’s ability to continue as a going concern the directors have taken into consideration the
geopolitical environment surrounding the Group as well as the Group’s profitability, financial, operational and
liquidity position.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
7
Going concern - continued
Geopolitical risks and uncertainties
Geopolitical upheaval has resulted in wars within various jurisdictions. This has raised risks and created
uncertainties. The Group has not made any sales nor does it source any of its raw material from these regions.
The Group's operations are locally based. From a local perspective, the Group’s economic environment looks
positive.
Local economic outlook
As communicated by the finance minister in the budget speech, the Maltese economy growth rate for 2026 is
expected to be the same for 2025, that is, a growth of 4.1%. The primary drivers of this growth are anticipated to
be domestic demand, public investment, the export of digital services and a resilient tourism sector. The
property market is also booming. According to NSO data, in 2025 the number of final deeds of sale by period
of registration amounts to 13,339 an increase of 5.88% over 2024 and an increase of 9.52% over 2023.
Moreover, in January 2026 the number of final deeds of sale by period of registration amounts to 1,127 an
increase of 4.74% over January 2025 and the number of promise of sale agreements by period of registration
amounts to 1,159 an increase of 5.84% over January 2025. The trends in the local property market experienced
in recent years are expected to continue.
Operations profitability
The Group registered total revenue of €22.04 million, representing an increase of €5.70 million over last year
and has reported an adjusted EBITDA of €4.93 million (2024: €2.61 million) which reconciles to the EBITDA
after adjusting for gain/(loss) on revaluation of investment properties, movement in expected credit losses, and
other extraordinary non-cash items.
Financial position
As at 31 December 2025, the Group’s current assets exceeded its current liabilities by €41.0 million (2024:
€22.4 million) whereas the Group’s total assets exceeded its total liabilities by €38.6 million (2024: €34.0
million).
Accordingly, based on information available at the time of approving these financial statements, the Directors
have reasonable expectation that the Group will be able to meet all its obligations as and when they fall due
over the foreseeable future and therefore, that the going concern basis has been adopted for the preparation of
these consolidated and separate financial statements.
Future developments
The Company is not envisaging any changes in operating activities for the forthcoming year.
On the other hand, the Group is forecasting an increase in operating activities during 2026. The Group
envisages a substantial activity in 3PL operations. An anchor client has committed to up to 10,000 pallet spaces,
with a fixed five-year agreement and an option to extend for a further five years.
Furthermore, through its trading property business operations, the Group is expecting a substantial increase in
activity during 2026. At the end of 2025, with the completion of the Skorba Mansions, the Group had 33 units
and 74 garages in stock out of which 28 units and 43 garages were on a promise of sale agreement (POSA)
and which sales are taking place in 2026.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
8
Going concern - continued
Future developments - continued
By the end of 2026, the development projects of Zejtun, Ghaxaq and Mosta are forecasted to be at an advanced
stage or a near completion stage. By end 2026, Zejtun should be constructed up to 3rd floor. Of the 70 units
which will be available once completed, 51 units are already on a POSA, whilst out of 73 garages, 14 garages
are on a POSA.
Ghaxaq development will be nearly complete by end 2026. In fact, construction works will be completed by
Q1-2027. The Ghaxaq development will put on the market 31 units, 6 shops, 91 garages and 10 car spaces.
Another development project which is forecasted to be completed in shell form by end 2026 is Mosta, which
development comprise 9 units, 3 garages and 2 car spaces.
With regards to investment properties, Blata L-Bajda, Villa Delfini and the Msida Hotel are all expected to be
completed in shell form by end of 2026.
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;
• reporting 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).
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.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
9
Statement of directors' responsibilities for the financial statements - continued
The financial statements of JD Capital plc for the year ended 31 December 2025 are included in the Annual
Financial Report 2025, 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.
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 2025, 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 28 April 2026 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 2025.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
10
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 2025, 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. Following the resignation of Mr Franco Azzopardi as Executive Director
with effect from 31 December 2025, as at the date of this report the Board comprises four (4) Directors.
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.
Whilst the Company does not have, nor does it envisage, in the short to medium term, to appoint, a Chief
Executive Officer, the functions ordinarily attributable to a CEO are presently discharged by the Managing
Director, Mr Josef Dimech, who assumed such responsibilities following the resignation of Mr Franco Azzopardi
from the position of CEO on 31 December 2025.
The office of Chairman remains vested in Mr Stephen Muscat.
Principle 3: Composition of the Board
The Board of the Company who served during the year until 31 December 2025 was as follows:
Directors
Mr. Stephen Muscat Chairman and Non-executive Director
Mr. Josef Dimech Executive Director
Mr. Franco Azzopardi Executive Director (resigned 31 December 2025)
Dr. Stanley Portelli Non-executive Director
Dr. Jesmond Manicaro Non-executive Director
Company secretary
Dr. Malcolm Falzon
The Board considers that the non-executive directors are independent of management and free from any
business or other relationship that could materially interfere with the exercise of their independent judgement.
The members of the Board have the balance of knowledge and experience as well as a strong non-executive
presence to allow continued scrutiny of performance, strategy, and governance.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
11
STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE
GOVERNANCE - continued
PART I - Compliance with the Code - continued
Principle 3: Composition of the Board - continued
For the purpose of the Capital Market Rules, the non-executive directors are deemed independent. Each
director is mindful of maintaining independence, professionalism, and integrity in carrying out his duties and
responsibilities, whilst providing judgement as a director of the Company.
The Board considers that none of the independent non-executive directors of the Company:
• is or has been employed in any capacity by the Company;
• has or has had, over the past three years, a significant business relationship with the Company;
• has received or receives significant additional remuneration from the Company in addition to their director’s
fee;
• has close family ties with any of the Company’s executive directors or senior employees; and
• has been within the last three years an engagement partner or a member of the audit team or past external
auditor of the Company.
Each of the independent directors hereby declares that he undertakes to:
• maintain in all circumstances his independence of analysis, decision and action;
• not seek or accept any unreasonable advantages that could be considered as compromising his
independence; and
• clearly express his opposition in the event that he finds that a decision of the Board may harm the
Company.
Principle 4: The Responsibilities of the Board
The Board has responsibility for overseeing the strategic planning process and reviewing and monitoring
management’s execution of the corporate and group business plan. The Board requires that management report
back on any issues noted as the need arises and periodically in relation to the Company's performance. The
Board delegates certain powers, authorities and discretions to the audit committee.
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 sixteen times during the year under review. The number of board meetings attended by directors
for the year under review is as follows:
Mr. Stephen Muscat16
Mr. Josef Dimech 15
Dr. Stanley Portelli16
Dr. Jesmond Manicaro 15
Mr. Franco Azzopardi (resigned 31 December 2025) 16
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
12
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 Group
management members are invited to attend Board meetings from time to time where 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. 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 eleven 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 2025
13
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 2025, the Company issued 14 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 2025
14
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.
In accordance with its terms of reference and as disclosed in the Company's prospectus dated 11 April 2025
(the “Prospectus”), the Audit Committee has been tasked with monitoring, on a quarterly basis, the Group's
adherence with the following thresholds throughout the term of the bonds issued under the Prospectus:
• Gearing Ratio: total indebtedness of the Group must not exceed 70% of the gearing ratio (calculated by
dividing the Group's debt by its equity and debt), assessed by reference to the most recent published
financial information available, every time the entry into a new material non-interest-bearing debt or a new
interest-bearing loan is contemplated or, in the absence thereof, at least once every quarter;
• Leverage Ratio (Net Debt-to-EBITDA): to remain below 10x in FY2025 and FY2026, and below 8x
thereafter; and
• Cash Ratio (Cash and cash equivalents / Current Liabilities): to remain above 0.3 from FY2027 onwards.
The Audit Committee monitored the Group's adherence with the above thresholds on a quarterly basis during
the financial year ended 31 December 2025. Based on the audited financial information for FY2025, the Board
confirms that the Group adhered to the gearing ratio threshold of 70% and the Leverage Ratio threshold of 10x
throughout the year ended 31 December 2025, except in one instance in Q4 2025 where the Leverage Ratio
amounted to 16.95x.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
15
STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE
GOVERNANCE - continued
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.
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 28 April 2026 by Josef Dimech (Director) and Stephen Muscat
(Director).
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December
16
Notes Group Company
2025202420252024
€€€€
Revenue 5 22,036,791 16,333,975 - -
Cost of sales6 (17,540,293)(12,986,224) - -
Gross profit 4,496,498 3,347,751 - -
Selling and distribution expenses (148,944) (154,922) - -
Administrative expenses (2,349,762) (1,426,051) (606,178) (481,737)
Other operating income 7 2,188,579 351,474 349,308 -
Operating profit/(loss) 4,186,371 2,118,252 (256,870) (481,737)
Finance income10 1,411,333 131,947 4,468,425 2,381,393
Finance costs 11 (3,480,433) (1,874,720) (4,105,337) (1,683,010)
Expected credit loss provision movement (15,547) (132,322) (24,240) (15,635)
Gain on bargain purchase 16 - 459,464 - -
Gain on disposal of assets 5,200 1,778 - -
Gain on fair value of investment property 14 414,363 7,982,176 - -
Profit before tax 2,521,287 8,686,575 81,978 201,011
Taxation charge12 (1,122,532) (2,072,602) (47,900) (162,249)
Profit for the year 1,398,755 6,613,973 34,078 38,762
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss
Revaluation of land and buildings, net of tax23 1,639,582 3,351,124 - -
Other comprehensive income for the year 1,639,582 3,351,124 - -
Total comprehensive income for the year 3,038,337 9,965,097 34,078 38,762
Profit for the year attributable to:
Owners of the Company 1,398,755 6,613,973 34,078 38,762
Total comprehensive income attributable to:
Owners of the Company 3,038,337 9,965,097 34,078 38,762
Basic earnings per share 25 0.144 0.854 0.004 0.005
The notes on pages 24 to 76 are an integral part of these consolidated financial statements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
STATEMENTS OF FINANCIAL POSITION
As at 31 December
17
Notes Group Company
2025202420252024
€€€€
ASSETS
Non-current assets
Property, plant and equipment13 40,511,630 34,328,847 - -
Investment property14 33,869,772 27,441,693 - -
Intangible assets15 224,497 224,497 - -
Investments in subsidiaries16 - - 15,978,241 14,438,241
Financial assets at amortised cost17 18,007,976 11,577,940 76,285,879 42,002,427
Total non-current assets 92,613,875 73,572,977 92,264,120 56,440,668
Current assets
Financial assets at amortised costs17 5,416,111 2,359,529 3,119,896 1,349,412
Inventories 18 28,800,186 22,563,119 - -
Contract assets19 6,448,988 6,954,333 - -
Trade and other receivables20 28,558,327 20,749,238 4,112,847 2,947,010
Cash at bank and in hand 21 1,069,127 687,206 205,311 -
Total current assets 70,292,739 53,313,425 7,438,054 4,296,422
TOTAL ASSETS 162,906,614 126,886,402 99,702,174 60,737,090
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
18
STATEMENTS OF FINANCIAL POSITION - continued
As at 31 December
Notes Group Company
2025202420252024
€€€€
EQUITY AND LIABILITIES
Capital and reserves
Share capital 22 9,681,341 9,681,341 9,681,341 9,681,341
Revaluation reserve23 13,156,405 11,516,823 - -
Other reserves24 6,340,000 4,800,000 6,340,000 4,800,000
Retained earnings/(Accumulated losses) 9,444,145 8,045,390 (465,153) (499,231)
TOTAL EQUITY 38,621,891 34,043,554 15,556,188 13,982,110
Non-current liabilities
Borrowings 26 82,321,256 49,698,455 79,101,010 44,114,632
Lease liabilities27 3,285,621 3,341,959 - -
Trade and other payables 28 3,185,898 3,066,271 - -
Deferred tax liabilities12 5,462,948 4,853,933 - -
Non-current tax liabilities 783,395 959,220 - -
Total non-current liabilities 95,039,118 61,919,838 79,101,010 44,114,632
Trade and other payables
Borrowings 26 2,473,160 6,110,788 - 131,153
Lease liabilities27 56,312 53,568 - -
Contract liabilities29 3,865,280 3,435,726 - -
Current tax liabilities 826,879 566,325 47,900 -
Trade and other payables 28 22,023,974 20,756,603 4,997,076 2,509,195
Total current liabilities 29,245,605 30,923,010 5,044,976 2,640,348
TOTAL LIABILITIES124,284,723 92,842,848 84,145,986 46,754,980
TOTAL EQUITY AND LIABILITIES162,906,614 126,886,402 99,702,174 60,737,090
The notes on pages 24 to 76 are an integral part of these consolidated financial statements.
The financial statements on pages 16 to 76 were approved and authorised for issue by the Board of Directors
on 28 April 2026. 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 2025.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
STATEMENTS OF CHANGES IN EQUITY
GROUP
19
Notes Share capital Revaluation reserve Other reserves Retained earnings Total
€€€€€
Balance at 1 January 2024 7,546,700 8,165,699 3,200,000 1,431,41720,343,816
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 tax23 - 3,351,124 - - 3,351,124
Total comprehensive income - 3,351,124 - 6,613,973 9,965,097
Transactions with owners in their capacity as owners:
Issuance of share capital 22 2,134,641 - - - 2,134,641
Capitalisation of amounts with shareholder 24 - - 1,600,000 - 1,600,000
Transactions with owners 2,134,641 - 1,600,000 - 3,734,641
Balance at 31 December 2024 9,681,341 11,516,823 4,800,000 8,045,39034,043,554
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
20
STATEMENTS OF CHANGES IN EQUITY - continued
GROUP
Notes Share capital Revaluation reserve Other reserves Retained earnings Total
€€€€€
Balance at 1 January 2025 9,681,341 11,516,823 4,800,000 8,045,39034,043,554
Comprehensive income:
Profit for the year - - - 1,398,755 1,398,755
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss:
Revaluation of land and building, net of deferred tax23 - 1,639,582 - - 1,639,582
Total comprehensive income - 1,639,582 - 1,398,755 3,038,337
Transactions with owners in their capacity as owners:
Capitalisation of amounts with shareholder 24 - - 1,540,000 - 1,540,000
Transactions with owners - - 1,540,000 - 1,540,000
Balance at 31 December 2025 9,681,341 13,156,405 6,340,000 9,444,14538,621,891
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
21
STATEMENTS OF CHANGES IN EQUITY - continued
COMPANY
Share capital Other reserves Accumulated losses Total
Notes €€€€
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
Total comprehensive income - - 38,762 38,762
Transactions with owners in their capacity as owners:
Issuance of share capital22 2,134,641 - - 2,134,641
Capitalisation of amounts with shareholder24 - 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
Balance at 1 January 2025 9,681,341 4,800,000 (499,231) 13,982,110
Comprehensive income:
Profit for the year - - 34,078 34,078
Total comprehensive income - - 34,078 34,078
Transactions with owners in their capacity as owners:
Capitalisation of amounts with shareholder24 - 1,540,000 - 1,540,000
Total transactions with owners - 1,540,000 - 1,540,000
Balance at 31 December 2025 9,681,341 6,340,000 (465,153) 15,556,188
The notes on pages 24 to 76 are an integral part of these consolidated financial statements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
STATEMENTS OF CASH FLOWS
For the year ended 31 December
22
Note Group Company
2025202420252024
€€€€
Cash flows from operating activities:Profit before tax 2,521,287 8,686,575 81,978 201,011
Adjustments for:
Finance costs 3,480,433 1,874,720 4,105,337 1,683,010
Depreciation on property, plant and equipment 882,499 661,982 - -
Waiver of payables - (135,000) - -
Movement in impairment of financial assets 15,547 132,322 24,240 15,635
Amortisation of bond issue costs 184,817 84,236 184,817 84,236
Gain on revaluation of investment property (414,363) (7,982,176) - -
Gain on bargain purchase - (459,464) - -
Gain on disposal of assets (5,200) (1,778) - -
Finance and dividend income (1,411,333) (303,030) (4,468,425)(2,381,393)
Cash generated from/(used in) operations before working capital changes 5,253,687 2,558,387 (72,053) (397,501)
Increase in inventories(6,237,067) (20,999,829)- -
(Increase)/decrease in trade and other receivables and contract assets (11,546,569) 3,763,686 (1,165,837) (412,461)
Increase in trade and other payables and contract liabilities 2,315,472 10,423,899 2,487,881 467,915
Cash (used in)/generated from operating activities (10,214,477)(4,253,857) 1,249,991 (342,047)
Interest received - 303,030 1,207,940 -
Interest paid (68,687) - (56,004) (344,010)
Taxes paid (681,361) (120,525) - (162,249)
Net cash (used in)/generated from operating activities (10,964,525)(4,071,352) 2,401,927 (848,306)
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
STATEMENTS OF CASH FLOWS - continued
For the year ended 31 December
Note Group Company
2025202420252024
€€€€
Cash flows from investing activities:
Payments to acquire property, plant and equipment (4,441,887) (1,120,577) - -
Payments to acquire investment property (6,013,716)(13,725,224) - -
Proceeds from disposal of property, plant and equipment 5,200 12,626 - -
Movement in amounts due from subsidiary, parent company, related company and ultimate beneficial owner (2,308,007) (2,720,478) (32,817,691) (4,734,114)
Net cash used in investing activities (12,758,410)(17,553,653)(32,817,691) (4,734,114)
Cash flows from financing activities:
Net proceeds from bank borrowings 11,634,787 19,194,239 - -
Net proceeds from issuance of bond 38,827,900 4,870,500 38,827,900 4,870,500
Repayment of private placement (4,870,500) - (4,870,500) -
Interest paid on bank borrowings (4,262,690) (1,995,152)(4,049,333)(1,339,000)
Interest paid on lease liabilities (168,104) (170,715) - -
Payments on finance leases (53,594) (50,982) - -
Movement in amounts due to subsidiary, ultimate shareholder and related company (577,810) - 844,161 1,919,856
Repayments of bank borrowings(16,294,978) - - -
Net cash generated from financing activities 24,235,011 21,847,890 30,752,228 5,451,356
Net cash increase/(decrease) in cash and cash equivalents 512,076 222,885 336,464 (131,064)
Cash and cash equivalents at beginning of year 540,512 317,627 (131,153) (89)
Cash and cash equivalents at end ofyear21 1,052,588 540,512 205,311 (131,153)
23
The notes on pages 24 to 76 are an integral part of these consolidated financial statements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
24
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 investment property.
The Group continued its transformation and expansion, and after incorporating a new subsidiary JD Real
Estate Development Ltd. in 2023, on 27 November 2024 it acquired OneA Properties Ltd, a company
engaged in developing property for resale. 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 its 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.
Operating segments
The Group determines and presents operating segments based on the information that internally is
provided to the board of directors, which is the Group’s chief operating decision maker in accordance with
the requirements of IFRS 8 ‘Operating Segments’.
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of
the Group’s other components, and for which discrete financial information is available.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Basis of preparation - continued
25
An operating segment’s operating results are reviewed regularly by the board of directors to make decisions
about resources to be allocated to the segment and to assess its performance executing the function of the
chief operating decision maker ('CODM').
Presentation and functional currency
These financial statements are presented in Euro (€) which is also the Group's and the Company's
functional currency.
New or revised standards, interpretations and amendments 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, except for the effects of IFRS 18
on the presentation and disclosures of certain items.
IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), will become effective for annual
reporting periods beginning on or after 1 January 2027, with early application permitted. This new standard
introduces new requirements aimed at improving consistency, comparability and transparency of financial
statement presentation, particularly in the statement of profit or loss. IFRS 18 will not have any effect on the
recognition and measurement of items in the financial statements, however, it is expected to have an effect
on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in
the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of
management-defined performance measures. The directors are assessing the impact of the adoption of
IFRS 18.
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.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Basis of consolidation - continued
26
These consolidated financial statements comprise the Company and its subsidiaries. Subsidiaries that were
consolidated are listed in Note 16 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.
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
Revenue is measured at the fair value of the consideration received or receivable in the ordinary course of
the Group or Company’s activities. Revenue is recognised upon delivery of products or performance of
services, net of sales tax, returns, rebates and discounts.
The Group and Company recognise revenue when the amount of revenue can be reliably measured, when
it is probable that future economic benefits will flow to the entity and when specific criteria have been met
for each of the group or company’s activities as described below.
The Group recognises revenue as follows:
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Revenue recognition - continued
27
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.
Property sales
Property sales are recognised when the significant risks and rewards of ownership of the property being
sold are effectively transferred to the buyer. This is generally considered to occur at the later of the contract
of sale and the date when all the group’s obligations relating to the property are completed and the
possession of the property can be transferred in the manner stipulated by the contract of sale. Amounts
received in respect of sales that have not yet been recognised in the financial statements due to the fact
that the significant risks and rewards of ownership still rests with the group are treated as advanced
payments received and included within current payables.
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.
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.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Tax - continued
28
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 and Company are 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 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 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Investment property - continued
29
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.
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) are 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 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Property, plant and equipment - continued
30
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.
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 remaini
Machinery 20
Office furniture 10
Motor vehicles 20
Electronic equipment 25
Electric hand tools 20
by equal installments over the remaining term of the emphyteusis
Warehouse equipment was not depreciated as this was not yet ready for use as at year-end.
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 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Leases - continued
31
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 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
32
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 and Company become 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 and Company’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 and Company’s financial assets under this classification include cash at bank and in hand,
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 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Financial instruments - continued
33
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 and Company apply 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 and
Company's historical credit loss experience, adjusted for forward-looking factors specific to the debtors.
For related parties, the Group and Company apply 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 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
34
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 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Fair value measurement - continued
35
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. OPERATING SEGMENTS
Identification of reportable operating segments
The Group is organised into three operating segments based on differences in products and services
provided namely, manufacturing and installation, property development and real estate, and logistics.
These operating segments are based on the internal reports that are reviewed by the board of directors in
assessing performance and in determining the allocation of resources. There is no aggregation of operating
segments.
The board of directors assesses the performance of the operating segments based on EBITDA (earnings
before interest, tax, depreciation and amortisation). Finance income and finance costs are not allocated to
segments, as these type of activities are driven by the central treasury function, which manages the cash
position of the Group. The accounting policies adopted for internal reporting are consistent with those
adopted in the financial statements. The amounts provided to the board of directors with respect to total
assets are measured in a manner consistent with that of the financial statements. These assets are
allocated based on the operations of the segment and the physical location of the asset. Segment assets
consist primarily of land and buildings, plant, machinery and equipment, intangible assets, inventories,
contract assets and receivables. Loans, other receivables and cash and cash equivalents are not
considered to be segment assets but rather is managed by the treasury function.
Types of products and services
The principal products and services of each of these operating segments are as follows:
Manufacturing and installation the production and installation of aluminium and glass structures,
steel works and engineering façade systems.
Property development and real estate the development and sale of residential and commercial
properties, including investment property measured at fair value.
Logistics third-party logistics services, including warehousing, inventory
management, and supply chain coordination.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
3. OPERATING SEGMENTS - continued
36
Intersegment transactions
Intersegment transactions were made at market rates. This includes the supply of manufacturing products
and installation services, payroll recharges and shared employee costs, administrative and support services
Intersegment transactions are eliminated on consolidation.
Major customers
During the year ended 31 December 2025, revenue from major customers representing 10% or more of
total Group revenue is disclosed below:
Customer Segment Revenue 2025 Revenue 2024
Customer A Manufacturing €3,893,506 €4,439,627
Customer B Manufacturing €3,101,926 -
Customer C Manufacturing €131,861 €1,675,591
Geographical information
The board of directors considers the Group’s business mainly from a productive and commercial
perspective as geographically operations are carried out, predominantly, on the local market.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
3. OPERATING SEGMENTS - continued
37
Operating segment information
Manufacturing and installation Property development and real estateLogistics Total
€€€€
31 December 2025
Revenue
Sales to external customers 16,662,347 5,374,444 - 22,036,791
Intersegment payroll recharges 80,598 - - 80,598
Total segment revenue 16,742,945 5,374,444 - 22,117,389
Unallocated revenue - - - 349,308
Total revenue 16,742,945 5,374,444 - 22,466,697
EBITDA 3,807,139 2,213,316 - 6,020,455
Depreciation and amortisation (882,499)
Finance income 6,061,820
Finance costs (7,946,788)
Unallocated revenue 349,308
Unallocated expenses (1,637,798)
Intergroup eliminations 637,387
Intersegment eliminations (80,598)
Profit before tax 2,521,287
Tax charge (1,122,532)
Profit after tax 1,398,755
Assets
Segment assets 57,002,358 70,514,565 7,327,009 134,843,932
Unallocated assets 126,569,333
Intergroup eliminations(98,506,651)
Total assets 162,906,614
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
3. OPERATING SEGMENTS - continued
Operating segment information - continued
38
Manufacturing and installationProperty development and real estate€Logistics €Total €
€
31 December 2024
Revenue
Sales to external customers 15,609,655 700,000 - 16,309,655
Unallocated revenue - - - 1,074,194
Total revenue 15,609,655 700,000 - 17,383,849
EBITDA 3,263,375 8,351,952 - 11,615,327
Depreciation and amortisation (655,067)
Finance income 3,435,659
Finance costs (4,383,484)
Unallocated revenue 1,074,194
Unallocated expenses (1,392,546)
Intergroup eliminations (1,007,508)
Profit before tax8,686,575
Tax charge (2,072,602)
Profit after tax6,613,973
Assets
Segment assets 56,397,764 54,611,487 - 111,009,251
Unallocated assets 82,262,466
Intergroup eliminations(66,385,315)
Total assets126,886,402
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
39
4. 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 the 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 13 and 14),
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 2025 decreased to 2.4%. Inflation in 2026 is
forecasted to ease to 1.8% - 1.9%. 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.
5. REVENUE
Group
20252024
€€
Revenue from contracts with customers 16,662,347 15,609,655
Property sales 5,367,099 700,000
Other revenue 7,345 24,320
22,036,791 16,333,975
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
40
6. COST OF SALES
Group
20252024
€€
Cost of raw materials 7,503,461 6,478,972
Depreciation 873,852 655,067
Salaries and wages 4,290,502 3,564,440
Other direct costs 1,891,496 1,901,391
Movement in work-in-progress (185,329) 91,532
Development costs 3,166,311 294,822
Cost of inventories manufactured and sold 17,540,293 12,986,224
7. OTHER OPERATING INCOME
Group
20252024
€€
Other income 389,074 45,391
Waiver of payables - 306,083
Resource sharing agreement 960,000 -
Gain on initial measurement at present value of discounted interest-free payable 839,505 -
2,188,579 351,474
During the year, the Group recognised other income of €960,000 (2024: €Nil) in respect of costs recharged
to a related entity under a resource-sharing arrangement. These services relate primarily to administrative
and operational support.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
41
8. OPERATING PROFIT/(LOSS)
The operating profit/(loss) is stated after charging:
Group Company
2025202420252024
€€€€
Employee benefit expense (Note 9) 4,709,814 3,583,644 45,824 47,290
Directors' remuneration (Note 9) 267,115 281,016 70,872 76,626
Directors' fees (Note 9) 119,590 114,588 119,590 114,588
Auditors' remuneration:
- Statutory audit 66,558 65,136 18,290 23,600
- Review services (interim reports) 2,997 2,850 2,997 2,850
- Tax compliance services 3,245 3,245 472 472
- Other assurance services 1,770 2,006 1,770 1,770
- Other non-assurance services 19,706 31,388 19,706 31,388
Depreciation charge (Note 13) 882,499 661,982 - -
Raw materials and consumables 10,710,141 6,812,289 - -
Subcontracting costs 469,387 427,705 - -
Hire of equipment 299,267 362,265 - -
Professional fees 438,772 471,667 - -
Freight charges 317,576 184,215 - -
Other direct costs 245,308 315,411 - -
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
42
9. EMPLOYEE BENEFIT EXPENSE
Group Company
2025202420252024
€€€€
Employee benefit expense 4,709,814 3,583,644 45,824 47,290
Directors' remuneration 267,115 281,016 70,872 76,626
Director's fees 119,590 114,588 119,590 114,588
5,096,519 3,979,248 236,286 238,504
Employee benefit expenses incurred during the year were as follows:
Group Company
2025202420252024
€€€€
Directors' remuneration
Directors' remuneration 375,025 281,427 - -
Social security costs and maternity fund 2,932 2,948 - -
377,957 284,375 - -
(Less)/add recharges (110,842) (3,359) 70,872 76,626
267,115 281,016 70,872 76,626
Employee benefit expenses
Salaries and wages 4,502,754 3,615,897 - -
Social security costs and maternity fund 252,009 223,629 - -
4,754,763 3,839,526 - -
(Less)/add recharges by related company 231,977 (134,666) 45,824 47,290
Capitalised salaries (276,926) (121,216) - -
4,709,814 3,583,644 45,824 47,290
Directors' fees
Directors' fees 23,600 23,600 23,600 23,600
Add recharges by related company 95,990 90,988 95,990 90,988
119,590 114,588 119,590 114,588
5,096,519 3,979,248 236,286 238,504
The average number of persons employed by the Group during the year were 90 production personnel and
10 administrative personnel (2024: 84 and 8, respectively). The Company has no employees of its own.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
43
10. FINANCE INCOME
Group Company
2025202420252024
€€€€
Interest on loans receivable from subsidiaries - - 3,274,204 1,919,855
Interest on loans receivable from ultimate parent 1,194,221 50,440 1,194,221 -
Interest on amounts due from related party 217,112 - - -
Other finance income - 81,507 - -
Dividend from shares in subsidiaries - - - 461,538
1,411,333 131,947 4,468,425 2,381,393
11. FINANCE COSTS
Group Company
2025202420252024
€€€€
Interest on bonds payable 2,186,602 672,342 3,075,673 1,679,710
Interest on amounts due to subsidiaries - - 973,660 -
Interest on bank borrowings 868,150 839,224 - -
Effective interest charge on discounted payable 188,890 - - -
Interest on lease liabilities 168,104 170,715 - -
Interest on late payment 11,469 189,672 - 533
Bank interest 56,004 2,767 56,004 2,767
Interest on hire of equipment 1,214 - - -
3,480,433 1,874,720 4,105,337 1,683,010
12. TAXATION
The tax charged to profit or loss comprised of the following:
Group Company
2025202420252024
€€€€
Current tax 656,090 384,066 47,900 162,249
Deferred tax charge 466,442 1,688,536 - -
1,122,532 2,072,602 47,900 162,249
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
12. TAXATION - continued
44
The tax on the Group's and the Company’s profit before tax differs from the theoretical tax expense that
would arise using the applicable tax rate in Malta of 35% as follows:
Group Company
2025202420252024
€€€€
Profit before tax 2,521,287 8,686,575 81,978 201,011
Theoretical tax expense at 35%Tax effect of: 882,449 3,040,301 28,692 70,354
Non-taxable income (163,764) (138,077) - (138,077)
Non-deductible expenses 1,824,060 705,525 - 229,972
(Over)/under provision (39,510) (282,521) 19,208 -
Temporary differences on investment property 90,353 - - -
Different tax rate on sale of property(1,471,056) (1,252,626) - -
1,122,532 2,072,602 47,900 162,249
Group
Deferred income taxes are calculated on all temporary differences under the liability method using a
principal tax rate of 35% (2024: 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% (2024: 8%) on the basis applicable to property disposals. The movement on the deferred
income tax account is analysed as follows:
Opening balance Recognised in profit or loss Recognised in equity Closing balance
€€€€
As at 31 December 2025
Arising on temporary differences:
Property, plant and equipment 318,947 219,756 - 538,703
Lease liabilities (363,917) (270,337) - (634,254)
Provision for impairment of receivables (254,012) - - (254,012)
Interest accrued 206,312 - - 206,312
(92,670) (50,581) - (143,251)
Arising on:
Revaluation of right of use assets 2,754,044 - 110,381 2,864,425
Fair value measurement of investment property 2,192,559 517,023 32,192 2,741,774
4,946,603 517,023 142,573 5,606,199
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
12. TAXATION - continued
45
Opening balance Recognised in profit or loss Recognised in equity Closing balance
€€€€
As at 31 December 2024
Arising on temporary differences:
Property, plant and 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 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
46
13. PROPERTY, PLANT AND EQUIPMENT
Land and buildingsMachinery Group Office furniture Motor vehicles Electronic equipment Electric hand tools Warehouse equipment 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
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
13. PROPERTY, PLANT AND EQUIPMENT - continued
47
Land and buildings€Group Machinery Office furniture Motor vehicles Electronic equipment Electric hand tools Warehouse equipment Total €
€€€€€€
Year ended 31 December 2025
Opening net book amount 34,028,759 140,220 47,225 78,227 10,047 24,369 - 34,328,847
Additions 3,285,504 47,190 189,949 115,851 17,436 2,537 1,624,660 5,283,127
Disposals - - - (10,474) - - - (10,474)
Revaluation surplus 1,782,155 - - - - - - 1,782,155
Depreciation for the year (750,418) (48,403) (13,845) (49,065) (8,647) (12,121) - (882,499)
Depreciation released on disposal - - - 10,474 - - - 10,474
38,346,000 139,007 223,329 145,013 18,836 14,785 1,624,660 40,511,630
As at 31 December 2025 -
Cost/Revalued amount 41,538,019 1,246,450 310,886 890,869 114,695 284,722 1,624,660 46,010,301
Accumulated depreciation (3,192,019) (1,107,443) (87,557) (745,856) (95,859) (269,937) - (5,498,671)
38,346,000 139,007 223,329 145,013 18,836 14,785 1,624,660 40,511,630
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
13. PROPERTY, PLANT AND EQUIPMENT - continued
48
Land and buildings relate to land and industrial buildings which are located on land held on temporary
emphyteusis. 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 €32,087,979 (2024: €29,208,121).
During the year ended 31 December 2025, the Group capitalised borrowing costs amounting to €825,163
(2024: €662,500) using a weighted average capitalisation rate of 5.54% (2024: 5.52%). Capitalisation of
borrowings is in accordance with IAS 23 Borrowing Costs.
Refer to Note 36 for further information on fair value measurement.
14. INVESTMENT PROPERTY
Group
20252024
€€
At 1 January
Cost 18,023,634 4,263,008
Fair value gains 9,418,059 1,471,285
Carrying amount 27,441,693 5,734,293
Year ended 31 December
Opening balance 27,441,693 5,734,293
Additions 6,013,716 13,725,224
Fair value adjustments 414,363 7,982,176
Closing carrying amount 33,869,772 27,441,693
At 31 December
Cost 24,037,350 17,988,232
Fair value gains9,832,422 9,453,461
Carrying amount 33,869,772 27,441,693
During the year ended 31 December 2025, the Group capitalised borrowing costs amounting to Nil (2024:
€344,969).
The fair value measurement relating to investment property is disclosed in Note 36. 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 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
49
15. INTANGIBLE ASSETS
Group
€
Cost
Opening balance 224,497
Balance at 31 December 2025 224,497
Carrying amount
At 31 December 2024 224,497
At 31 December 2025 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.
16. 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:
20252024
€€
Year ended 31 December
Opening net book amount 14,438,241 10,703,600
Additions 1,540,000 3,734,641
Closing net book amount 15,978,241 14,438,241
At 31 December
Cost and net book amount 15,978,241 14,438,241
Details of the above investments held in subsidiaries at 31 December are shown below:
Country Ownership20252024
% €€
Subsidiary
JD Operations LimitedMalta 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 8,475,840 6,935,840
OneA Properties Ltd (iii) Malta 100 1 1
15,978,241 14,438,241
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
16. INVESTMENTS IN SUBSIDIARIES - continued
50
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.
On 30 June 2025, the Company entered into an assignment of receivable agreement with JD Real
Estate Development Ltd. amounting to €1,540,000 (2024: €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 property for resale.
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 following table summarises the financial information of the Company's subsidiaries and fellow
subsidiaries as at and for the year ended 31 December 2025.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
16. INVESTMENTS IN SUBSIDIARIES - continued
51
Net assets/ (liabilities) Profit/(loss)
€€
JD Operations Limited 19,282,886 1,212,441
JD Birkirkara Limited 4,507,797 (459,304)
JD Real Estate Development Ltd. 11,346,780 (537,098)
OneA Properties Ltd (99,694) (14,136)
J&J Development Ltd. 166,862 888
IVIVIV Holdings Ltd. (9,957) (3,973)
Skorba Developments Ltd. 1,121,402 975,719
J&J Hotel Operations Ltd. 4,768,412 (447,247)
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:
2024
€
Total purchase consideration 2,134,641
Fair value of net assets acquired 2,594,095
Gain on bargain purchase 459,454
17. FINANCIAL ASSETS AT AMORTISED COST
Group Company
2025202420252024
€€€€
Non-current
Loans to subsidiaries (i) - - 58,277,903 30,424,487
Loans to ultimate parent company (ii) 5,503,801 - 5,503,801 -
Amounts owed by ultimate parent company (iii) 12,504,175 11,577,940 12,504,175 11,577,940
18,007,976 11,577,940 76,285,879 42,002,427
Current
Amounts owed by subsidiaries (v) - - 2,348,107 1,058,455
Amounts owed by related companies (iv) 3,895,747 2,068,572 - -
Amounts owed by ultimate parent company (iii) 1,520,364 290,957 771,789 290,957
5,416,111 2,359,529 3,119,896 1,349,412
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
17. FINANCIAL ASSETS AT AMORTISED COST - continued
52
i. The loans to subsidiaries are split as follows:
€4,900,000 which is unsecured, subject to 6.5% per annum and is repayable by not later than 30
September 2027.
€3,600,000 which is unsecured, subject to 6.35% per annum and is repayable by not later than 25
November 2032.
€4,999,561 which is unsecured, subject to 6.35% per annum and is repayable by not later than 25
November 2032.
€6,862,625 which is unsecured, subject to 7.5% per annum and is repayable by not later than 19 July
2033.
€1,999,125 which is unsecured, subject to 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, subject to 8.75% per annum and is repayable by not later than 30
January 2027.
€280,394 which is unsecured, subject to 5.5% interest per annum and payable by 31 December 2039.
€5,000,000 which is unsecured, earns interest at 8% interest per annum and is repayable by not later
than 8 May 2035.
€6,249,500 which is unsecured, subject to 8% interest per annum and is repayable by not later than 30
June 2035.
€2,535,000 which is unsecured, subject to 8% interest per annum and is repayable by not later than 8
May 2035.
€1,338,100 which is unsecured, subject to 8% interest per annum and is repayable by not later than 30
June 2035.
€3,456,000 which is unsecured, subject to 8% interest per annum and is repayable by not later than 8
May 2035.
€2,241,407 which is unsecured, subject to 5.5% interest per annum and is repayable by not later than
31 December 2035.
€334,199 which is unsecured, subject to 5.5% interest per annum and is repayable by not later than 31
December 2035.
€1,449,954 which is unsecured, subject to 5.5% interest per annum and is repayable by not later than
31 December 2035.
€1,500,000 which is unsecured, subject to 8% interest per annum and is repayable by not later than 30
June 2035.
€5,500,000 which is unsecured, subject to 8% interest per annum and is repayable by not later than 30
June 2035.
€1,500,000 which is unsecured, subject to 8% interest per annum and is repayable by not later than 30
June 2035.
€70,700 which is unsecured, subject to 8% interest per annum and is repayable by not later than 30
June 2035.
Interest income for the period from these loans amounted to €3,274,204 (2024: €1,919,855). The
amount is net of €97,075 expected credit losses (2024: €84,955).
ii. The loans to ultimate parent company are split as follows:
€3,300,700 which is unsecured, subject to 8% per annum and is repayable by not later than 30 June
2035.
€2,000,000 which is unsecured, subject to interest as charged by the bank and is repayable within 36
months from the date of the first drawdown.
Interest income for the period from these loans amounted to €210,816. The amount is net of €7,670
expected credit losses (2024: Nil).
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
17. FINANCIAL ASSETS AT AMORTISED COST - continued
53
iii. The amounts owed by ultimate parent company are split as follows:
€11,577,940 which is unsecured, subject to 8% per annum and is repayable by 31 December 2039.
€714,619 which is unsecured, subject to 8% per annum and is repayable on demand.
€748,575 which is unsecured, interest free and is repayable on demand.
Interest income for the period from these loans amounted to €983,405. The amount is net of €21,466
expected credit losses (2024: €18,018).
iv. The amounts owed by related companies are unsecured, interest-free, and repayable on demand.
These are stated net of €4,300 expected credit losses (2024: €2,900).
v. The amounts owed by subsidiaries are unsecured, interest-free, and repayable on demand. These are
stated net of €4,449 expected credit losses (2024: Nil).
The Group and the Company's exposure to credit risk of financial assets at amortised costs are disclosed in
Note 34.
18. INVENTORIES
Group
20252024
€€
Raw materials 1,436,178 1,897,080
Work in progress 276,881 91,552
Property for development and resale 27,087,127 20,574,487
28,800,186 22,563,119
19. CONTRACT ASSETS
Group
20252024
€€
At 1 January 6,954,333 11,140,846
Additions 13,268,049 2,491,863
Movement in provision for expected credit losses (28,540) (41,918)
Transfer to trade receivables(13,744,854)(6,636,458)
At 31 December 6,448,988 6,954,333
Contract assets are stated net of expected credit losses of €209,630 (2024: €181,090).
The Group and the Company's exposure to credit risk relating to contract assets are disclosed in Note 34.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
54
20. TRADE AND OTHER RECEIVABLES
Current Group Company
2025202420252024
€€€€
Trade receivables (i) 9,153,470 4,150,227 - -
Accrued income (ii) - - - 935,295
Prepayments (iii) 14,508,338 13,748,661 11,154 12,406
Other receivables (iv) 4,896,519 2,850,350 4,101,693 1,999,309
28,558,327 20,749,238 4,112,847 2,947,010
i. Trade receivables are stated net of allowance for expected credit losses amounting to €496,292 (2024:
€521,026). Reversal of expected credit losses recognised for the year amounted to €24,734 (2024:
expected credit losses of €108,370).
ii. Accrued interest income relates to the interest on loans to subsidiaries.
iii. Prepayments include €13,522,365 receivable from a related party.
iv. Other receivables include amounts held by the Security Trustee amounting to €4,101,693.
The Group and the Company's exposure to credit risk of trade and other receivables are disclosed in Note
34.
21. CASH AT BANK AND IN HAND
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
2025202420252024
€€€€
Cash in hand 4,639 8,495 - -
Cash at bank 1,064,488 678,711 205,311 -
Bank overdrawn balances (16,539) (146,694) - (131,153)
1,052,588 540,512 205,311 (131,153)
The Group and the Company's exposure to credit risk relating to cash at bank are disclosed in Note 34.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
55
22. SHARE CAPITAL
Group and Company
20252024
€€
Authorised share capital
17,543,621 Ordinary shares of €1 each 17,543,621 17,543,621
3,079 Ordinary A shares of €1 each 3,079 3,079
17,546,700 17,546,700
Issued share capital
9,678,262 Ordinary shares of €1 each 9,678,262 9,678,262
3,079 Ordinary A shares of €1 each 3,079 3,079
9,681,341 9,681,341
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 2025, the Company did not declare any dividends.
23. REVALUATION RESERVE
The property, plant and equipment revaluation surplus is used to record increments and decrements on the
revaluation of non-current assets.
Group
20252024
€€
As at 1 January 11,516,823 8,165,699
Revaluation surplus 1,782,155 3,872,881
Deferred tax element (Note 12) (142,573) (521,757)
13,156,405 11,516,823
The revaluation reserve is non-distributable.
24. OTHER RESERVES
During the year ended, 31 December 2024, the Company entered into an assignment of receivable
agreement with JD Holdings Limited amounting to €4.8 million. During the year ended 31 December 2025,
the Company entered into the same agreement for an additional amount of €1.5 million. These are 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.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
56
25. EARNINGS PER SHARE
Group Company
2025202420252024
Profit for the period attributable to owners of the Company 1,398,755 6,613,973 34,078 38,762
Weighted average number of ordinary shares9,681,341 7,745,543 9,681,341 7,745,543
Basic earnings per share 0.1440.854 0.004 0.005
The Group or the Company has no potential ordinary shares that would cause the dilution of basic earnings
per share.
26. BORROWINGS
Group Company
2025202420252024
€€€€
Non-current
€14,000,000 bonds, 4.85%, unsecured (i) 13,720,265 13,643,031 13,720,264 13,643,031
€11,000,000 bonds, 6%, unsecured (ii) 10,846,452 10,875,412 10,846,453 10,875,412
€5,000,000 private placement, 7.25%, secured (iii) - 4,907,183 - 4,907,183
€40,000,000 bonds, 5.6%, secured (iv) 38,871,627 - 38,871,627 -
Bank loan I (v) - 142,984 - -
Bank loan IV (vi) 803,738 8,500,000 - -
Bank loan V (vii) 6,728,459 5,822,219 - -
Bank loan IX (viii) 1,619,042 1,619,042 - -
Bank loan X (xiii) 2,675,635 - - -
Bank loan XI (xiv) 4,000,000 - - -
Revolving facility (ix) 3,056,038 4,188,584 - -
Amounts due to subsidiaries (xv) - - 15,662,666 14,689,006
82,321,256 49,698,455 79,101,010 44,114,632
Current
Bank loan I (v) 143,261 147,946 - -
Bank loan III (x) - 1,019,755 - -
Bank loan VII (xi) - 1,500,000 - -
Bank loan VIII (xii) - 2,929,492 - -
Bank loan XI (xiv) 1,000,000 - - -
Revolving facility (ix) 1,313,360 366,901 - -
Bank overdraft 16,539 146,694 - 131,153
2,473,160 6,110,788 - 131,153
Total borrowings 84,794,416 55,809,243 79,101,010 44,245,785
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
26. BORROWINGS - continued
57
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 €280,080 (2024: €313,267). Interest expense on the bonds for the year are as disclosed
in Note 11 to these financial statements. The market price of the bonds for every €100 bond as at 31
December 2025 was €98.50 (2024: €101.89). 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 €153,547 (2024:
€168,633). Interest expense on the bonds for the year are as disclosed in Note 11 to these financial
statements. The market price of the bonds for every €100 bond as at 31 December 2025 was €102.50
(2024: €106.49).
iii. During the year ended 31 December 2024, the Company issued an unlisted 7.5% senior callable notes
amounting to €5,000,000. The securities were redeemed during the year in line to the use of proceeds
section as published in the prospectus of the new €40,000,000 bond issue.
iv. During the year ended 31 December 2025, the Company issued a €40,000,000 bond carrying an
interest rate of 5.6% per annum and maturing on 23 May 2035 with annual interest payments every
14th of May until maturity. The amount presented is net of unamortised bond issue costs of €1,128,373
Interest expense on the bonds for the year are as disclosed in Note 11 to these financial statements.
The market price of the bonds for every €100 bond as at 31 December 2025 was €100. At the end of
the reporting period, Bonds with a face value of €8500 were held by a company director.
v. 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.
vi. Loan IV pertains to a loan obtained from a local bank amounting to €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-month EURIBOR 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. During 2025, this loan was paid in full and the Group
acquired a new loan of €800,000 to finance the acquisition of a new property. The loan is secured,
bears interest between 5.50% to 5.80% per annum plus the 3-month EURIBOR and is repayable within
33 months from the first drawdown in November 2025.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
26. BORROWINGS - continued
58
vii. 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. During 2025, the
Group utilised an amount of €906,240 from this facility.
All the bank loans are secured by a general hypothec over all of the Company's present and future
assets.
viii. 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 of
€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 2025. 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.
ix. The revolving facility is 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 amounts to €6,000,000 (2024: €6,000,000).
At year end, the facility was split as follows:
€244,857 to serve as an overdraft facility;
Total drawdown as at 31 December 2025 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. Outstanding balance as at 31 December 2025 is €4,124,541.
x. Bank loan III pertains to a project finance loan with a local bank subject to 5.65% interest. The loan was
secured by a joint and several guarantee amounting to €1,500,000 provided by the ultimate beneficial
owner. During 2025, this amount is repaid in full.
xi. Loan VII was a loan with a local bank amounting to €1,500,000 subject to interest at a fixed rate of
5.65%. During 2025, this amount is repaid in full.
xii. Loan VIII was a loan with a 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 10.0% interest. During 2025, this amount is repaid
in full.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
26. BORROWINGS - continued
59
xiii. On 7 April 2025, ‘Bank loan X’ was obtained with a local bank for a total amount of €2,675,635 to
finance the acquisition of a number of properties: tenement number 17 including two garages and
garden in Triq l-Isqof Emanuel Galea and in Triq id-Duluri and Triq Monsinjur Mikiel Spiteri in Zejtun;
the two garages’ numbers 87 and 89 and named C & T Gift Shop in Triq id-Duluri, Zejtun; the
unnumbered house name ‘Florida’ in Triq l-Isqof Emanuel Galea in Zejtun; the unnamed and
unnumbered garage in Triq Monsinjur Mikiel Spiteri, in Zejtun (underlying the house number 81); the
maisonette number 81 including its airspace and the underlying garage number 91 including its
sottosuol in Triq id-Duluri in Zejtun; and the garage number 85 including its sottosuol in Triq id-Duluri in
Zejtun. The entire facility was fully utilised as at 31 December 2025. The loan bearing interest of
5.85% per annum and is repayable in full by 2029 from sale proceeds collected on every contract of
sale of the units being which will be eventually developed on the site.
In addition, the Group also obtained another loan with the same local bank for a total amount
€658,003 to finance on a 'pari passu' of 13% by the bank and 87% by the borrower, the demolition and
excavation of the site mentioned above, together with the construction of 4 Class B Shops, 67
residential units over 6 blocks together with 73 garages. As at 31 December 2025, the loan remained
unutilised. The loan bearing interest of 5.85% per annum and is repayable in full by 2029 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.
xiv. During the year, the group obtained a loan with another local bank amounting to €5,000,000. The loan
is secured subject to an interest at a rate of 8% for the first year and minimum floor rate of 8% for the
subsequent years. The loan is repayable within 36 months from the date of the first drawdown.
xv. The amounts due to subsidiaries are unsecured, subject to a 4% interest per annum and payable by 31
December 2039.
The interest rate exposure of the borrowings is as follows:
Group Company
2025 202420252024
€€€€
At fixed rates 80,537,526 42,462,828 79,101,010 44,245,785
At floating rates 4,256,890 13,346,415 - -
84,794,416 55,809,243 79,101,010 44,245,785
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
2025202420252024
% % % %
At fixed rates 6.54 6.00 5.23 3.78
At floating rates 6.12 8.19 - -
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
26. BORROWINGS - continued
60
As at the end of the reporting period the Group had general banking facilities and loan facilities with the
major local banks amounting to €26.8 million (2024: €26.4 million). As at 31 December 2025, the Group had
not yet utilised €5.5 million (2024: €1.5 million) of total facilities.
The Group and Company's exposure to liquidity and interest risk relating to borrowings are disclosed in
Note 34.
27. LEASE LIABILITIES
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 2025 2024
€€
Non-current 3,285,621 3,341,959
Current 56,312 53,568
3,341,933 3,395,527
Commitments in relation to lease liabilities are payable as follows:
Group
20252024
€€
Due after more than five years 9,160,306 9,393,127
Due after one year but within five years 921,272 910,172
Due within one year 221,697 221,697
Total gross lease liabilities 10,303,275 10,524,996
Discounting (6,961,342) (7,129,469)
Present value of lease liabilities 3,341,933 3,395,527
The carrying amount of lease liabilities recognised during the year is as follows:
Group
20252024
€€
At 1 January 3,395,527 3,446,509
Interest expense 168,104 170,715
Lease payments (221,698) (221,697)
At 31 December 3,341,933 3,395,527
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
27. LEASE LIABILITIES - continued
61
The following were the amounts recognised in profit or loss relating to leases:
Group
20252024
€€
Depreciation charge 750,418 520,899
Interest expense 168,104 170,715
918,522 691,614
The Group's exposure to liquidity risk relating to lease liabilities are disclosed in Note 34.
28. TRADE AND OTHER PAYABLES
Group Company
2025202420252024
€€€€
Non-current
Trade payables 1,083,626 120,281 - -
Amounts due to MTCA (i) 2,102,272 2,945,990 - -
3,185,898 3,066,271 - -
Current
Trade payables 6,408,872 8,202,764 342,455 166,001
Accruals 5,532,976 4,316,655 1,818,525 728,267
Amounts due to MTCA (i) 3,812,149 1,951,791 - -
Amounts due to subsidiaries (ii) - - 2,836,096 1,614,927
Advance payments 5,590,191 2,864,960 - -
Amounts due to third party (iii) - 3,420,433 - -
Amounts due to directors (ii) 31,093 - - -
Amounts due to ultimate parent company (ii) 306,317 - - -
Amounts due to related companies (ii) 271,493 - - -
Other payables 70,883 - - -
22,023,974 20,756,603 4,997,076 2,509,195
i. The amounts due to Malta Tax and Customs Administration (''MTCA'') are governed by agreements
with the respective department.
ii. The amounts due to subsidiaries, directors, ultimate parent company and related companies are
unsecured, interest-free, and repayable on demand.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
28. TRADE AND OTHER PAYABLES - continued
62
iii. The amounts due to third party were unsecured, subject to a 4% interest per annum plus the 3-month
EURIBOR. The amount is paid in full in 2025.
The Group's and Company's exposure to liquidity and interest risk relating to trade payables are disclosed
in Note 34.
29. CONTRACT LIABILITIES
Group
20252024
€€
At 1 January 3,435,726 4,185,471
Additions 803,918 926,342
Net payments received in advance (53,267) (89,189)
Transfer to revenue (321,097) (1,586,898)
At 31 December 3,865,280 3,435,726
30. 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.
31. RELATED PARTY TRANSACTIONS
The Group has related party relationships with companies over which the 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.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
31. RELATED PARTY TRANSACTIONS - continued
63
The following summarises the transactions with related parties that transpired during the period:
Group Company
2025202420252024
€€€€
Related company
Revenue from contracts 300,576 3,847,054 - -
Resource sharing income 960,000 - - -
Interest income 217,112 - - -
Cost of sales recharges (514,577) (737,982) - -
Net recharges (91,354) (344,618) - -
Ultimate parent company
Interest income - 50,440 - -
Net recharges (4,440) (50,479) - -
Subsidiaries
Interest income - - 3,823,636 1,919,855
Interest expense - - 587,561 -
Recharges - - 177,285 90,988
Net advances obtained - - 1,354,838 7,387,548
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 17, 20, 26 and 28 to these financial statements.
Director's emoluments and directors' fees are as disclosed in Note 9.
32. CAPITAL COMMITMENTS
Commitments for capital expenditure with respect to property, plant and equipment and investment property
not provided for in these financial statements are as follows:
Group
20252024
€€
Contracted but not provided for
Property, plant and equipment 5,202,795 8,348,692
Investment property 11,018,777 12,349,781
16,221,572 20,698,473
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
64
33. CONTINGENT LIABILITIES
The Group and the Company
At the end of the reporting period, the Group and the Company’s major contingent liabilities were:
(a) Guarantees amounting to €1,400,000 (2024: €Nil) in favour of third parties.
34. 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 is exposed to interest rate risk primarily arising from its interest-bearing borrowings, which
include both fixed-rate and variable-rate instruments (Note 26).
Cash Flow Interest Rate Risk
The Group and Company’s exposure to cash flow interest rate risk arises mainly from variable-rate
borrowings, as future interest payments fluctuate in line with changes in market interest rates.
At the reporting date, variable-rate borrowings are principally linked to EURIBOR and are repriced at
regular intervals. An increase or decrease in market interest rates would result in a corresponding increase
or decrease in interest expense and cash outflows.
Management monitors interest rate movements on an ongoing basis and assesses the impact on future
cash flows. Where appropriate, the Group may consider refinancing or other treasury measures to manage
exposure.
Sensitivity Analysis
At reporting date, if the interest rate had increased/decreased by 1% (assuming a parallel shift of 100 basis
points in yields) with all other variables held constant, the pre-tax result for the subsequent year would
change by an adverse/favourable amount of €42,569 (2024: €129,795).
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
34. FINANCIAL RISK MANAGEMENT - continued
Market risk - continued
65
Fair Value Interest Rate Risk
The Group and Company are also exposed to fair value interest rate risk in respect of its fixed-rate
borrowings. Changes in market interest rates affect the fair value of these borrowings, even though the
contractual cash flows remain fixed over the term of the instruments.
Fixed-rate borrowings are measured at amortised cost, and therefore changes in fair value arising from
interest rate movements are not recognised in the statement of financial position or profit or loss. However,
management considers this exposure when evaluating the Group's overall interest rate risk profile.
The Group and the Company’s objective in managing interest rate risk is to limit the potential adverse
impact of interest rate fluctuations on profitability and cash flows. This is achieved through an appropriate
mix of fixed-rate and variable-rate borrowings, taking into account market conditions, funding needs and
cost considerations.
Up to the end of the reporting period, the Company did not have any hedging arrangements with respect to
the exposure of floating 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 and Company.
The Group and Company obtain 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 and Company do not hold any collateral.
Financial assets which potentially subject the Group and Company to credit risk consist of cash at banks,
loans receivable, 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.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
34. FINANCIAL RISK MANAGEMENT - continued
Credit risk - continued
66
The maximum exposure to credit risk at the reporting date was:
Financial assets measured at amortised cost:Group Company
2025202420252024
€€€€
Trade receivables 9,153,470 4,150,227 - -
Other receivable 4,896,519 2,850,350 4,101,693 1,999,309
Amounts due from related companies 3,895,747 2,068,572 - -
Loans to subsidiaries - - 58,277,903 30,424,487
Amounts owed by ultimate parent company 14,024,539 11,577,940 13,275,964 11,577,940
Loans to ultimate parent 5,503,801 - 5,503,801 -
Contract assets 6,448,988 6,954,333 - -
Cash at bank 1,064,488 678,711 205,311 -
Amounts owed by subsidiaries - - 2,348,107 1,058,455
44,987,552 28,280,133 83,712,779 45,060,191
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.
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 17.
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.
Amounts due from related companies, subsidiaries, ultimate parent company, immediate parent company
and loans receivable
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.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
34. FINANCIAL RISK MANAGEMENT - continued
Credit risk - continued
67
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:
Gross amount Group ECL Carrying amount
€€€
31 December 2025
Current 8,570,377 (1,953) 8,568,424
30 to 89 days 800,260 (229,464) 570,796
90 to 179 days 72,453 (64,491) 7,962
180 to less than 1 year 88,000 (81,712) 6,288
More than 1 year 118,672 (118,672) -
9,649,762 (496,292) 9,153,470
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
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.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
34. FINANCIAL RISK MANAGEMENT - continued
Liquidity risk - continued
68
The following table details the undiscounted contractual cash flows arising from the Company's financial
liabilities:
Weighted average interest rate 1 year or lessBetween 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
% €€€€€
31 December 2025
Non-interest bearing -
Trade and other payables - 3,178,551 - - - 3,178,551
Interest bearing fixed rate
Amounts due to subsidiaries 4.00 587,561 587,561 1,762,683 19,977,055 22,914,860
Bonds payable (including interest) 5.50 3,579,000 3,579,000 10,737,000 79,538,000 97,433,000
7,345,112 4,166,561 12,499,683 99,515,055 123,526,411
Weighted average interest rate 1 year or lessBetween 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
% €€€€€
31 December 2024
Non-interest bearing
Trade and other payables - 1,780,928 - - - 1,780,928
Interest bearing fixed rate
Amounts due to subsidiaries 4 587,560 587,560 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
4,069,988 2,289,060 9,784,181 46,903,608 63,046,837
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
34. FINANCIAL RISK MANAGEMENT - continued
Liquidity risk - continued
69
The following table details the undiscounted contractual cash flows arising from the Group's financial
liabilities:
Weighted average interest rate 1 year or lessBetween 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
% €€€€€
31 December 2025
Non-interest
bearing
Trade payables - 6,479,755 1,083,626 - - 7,563,381
Indirect taxes and social security contributions - 3,800,795 439,512 1,121,840 950,406 6,312,553
Amounts due to ultimate parent company - 306,317 - - - 306,317
Amounts due to related companies - 271,493 - - - 271,493
Amounts due to directors - 31,093 - - - 31,093
Interest bearing - fixed
Bonds 6.03 3,579,000 3,579,000 10,737,000 79,538,000 97,433,000
Bank borrowings 4.73 2,204,372 1,644,853 14,824,514 - 18,673,739
Lease liabilities 5.00 221,697 222,882 698,390 9,160,306 10,303,275
Interest
bearing - variable5% plus 12-month EURIBOR 1,282,791 1,227,888 2,805,781 - 5,316,460
Borrowings
5.5% plus 3-month
Borrowing EURIBOR 46,400 46,400 846,400 - 939,200
18,223,713 8,244,161 31,033,925 89,648,712 147,150,511
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
34. FINANCIAL RISK MANAGEMENT - continued
Liquidity risk - continued
70
Weighted average interest rate 1 year or lessBetween 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
% €€€€€
31 December 2024
Non-interest bearing
Trade payables - 8,202,764 120,281 - - 8,323,045
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 5.4412,279,791 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 - variable5% plus 170,054 147,269 - - 317,323 6,087,811
12-month EURIBOR
Borrowings
6.25% plus 3-month 881,099 1,111,150 3,556,805 538,757
Borrowings EURIBOR
5.5% plus 3-month
Borrowings EURIBOR 208,060 9,302,060 - - 9,510,120
4% plus 3,420,433 - - 3,420,433
Amounts due to third 3-month EURIBOR -
party
29,037,188 14,959,48417,322,468 46,399,744 107,718,884
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
34. FINANCIAL RISK MANAGEMENT - continued
71
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.
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 22, 23, 24 and 26 to these financial statements and
in the statements of changes in equity.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
72
35. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The tables below details the changes in the Group's and Company's liabilities arising from financing
activities. Liabilities arising from financing activities are those for which cash flows were, or future cash
flows will be classified in the Group's statement of cash flows as cash flows used in financing activities.
Bank loans and revolving facility Group Bonds Lease liabilities Total
€€€€
31 December 2025
Beginning balance 26,236,923 29,425,626 3,395,527 59,058,076
Proceeds from financing activities 11,634,787 38,827,900 - 50,462,687
(221,698) (26,373,712)
Payments from financing activities (19,002,095) (7,149,919)
Interest non-cash change 2,076,088 2,279,419 168,104 4,523,611
Net other non-cash changes 394,111 55,318 - 449,429
Balance at 31 December 2025 21,339,814 63,438,344 3,341,933 88,120,091
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
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
35. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES - continued
73
Company
Amounts due to subsidiaries and a related companyBonds Other payables Total
€€€€
31 December 2025
Beginning balance 16,303,933 29,425,626 - 45,729,559
Proceeds from financing activities 6,133,236 38,827,900 - 44,961,136
Payments from financing activities (11,016,933)(8,038,990) - (19,055,923)
Interest non-cash change 973,660 3,168,490 - 4,142,150
Net other non-cash changes 6,104,866 55,318 - 6,160,184
Balance at 31 December 2025 18,498,762 63,438,344 - 81,937,106
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) (66,970) (1,535,470)
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 - 45,729,559
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
74
36. FAIR VALUE MEASUREMENT
The Group's land and buildings and investment properties 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 2025
Assets
Land and buildings - - 38,346,000 38,346,000
Investment property - Birkirkara - - 7,000,000 7,000,000
Investment property - Ta' Monita - - 12,687,772 12,687,772
Investment property - Hotel - - 10,032,000 10,032,000
Investment property - Villa Delfini - - 3,500,000 3,500,000
Investment property - Blata L-Bajda - - 650,000 650,000
Total assets - - 72,215,772 72,215,772
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 13 and14.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
36. FAIR VALUE MEASUREMENT - continued
75
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.
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:
Description Fair value as at 31 December 2025€Valuation technique Significant unobservable inputs
Land and buildings 37,000,000 Market value Average €1,570 per square meter
Investment property - Birkirkara 7,000,000Income approachAverage €200 to €500 per square meter and a discount rate of 6.25%
Investment property - Ta' Monita 12,687,772 Market value Average €2,000 per square meter
Investment property - Hotel 10,032,000 Market value Average €1,140 per square meter
Investment property - Villa Delfini 3,500,000Market value Average €3,000 - 3,200 per square meter
Investment property - BlataL-Bajda 650,000 Market value Market value of the existing first-floor of €1,625 per square meter and approximately 600 square meter of additional gross floor area with an average of €433 per square meter
Other property 1,346,000Income approachAverage rate per square meter of €238 and a discount rate of 5.82%
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
76
37. COMPARATIVE INFORMATION
Certain amounts in the comparative information have been presented to align with the current year's
financial statements presentation.
38. STATUTORY INFORMATION
JD Capital plc is a public limited company and was incorporated in Malta on 9 August 2017.
INDEPENDENT AUDITOR'S REPORT
77
RSM Malta
Mdina Road,
Ħaż-Żebbuġ, Malta
ZBG 9015
T +356 2278 7000
www.rsm.com.mt
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 16 to 76, which comprise the statements of financial position as at 31 December 2025, 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 2025, 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.
INDEPENDENT AUDITOR'S REPORT - continued
78
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 8 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, Marsascala, Msida, Swieqi and
Hamrun are carried at fair value of €33,869,772. 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
79
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 €38,346,000 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 2025, the Group had a loan receivable and amounts due from the parent company
totalling to €19,528,340 and amounts due from related companies of €3,895,747.
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
80
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 auditor’s 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
81
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
82
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 Corporate 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
83
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
2025, 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 2025 has been prepared, in all
material respects, in accordance with the requirements of the ESEF RTS.
INDEPENDENT AUDITOR'S REPORT - continued
84
To the Shareholders of JD Capital plc
Report on Other Legal and Regulatory Requirements - continued
Other Matters on which we are Required to Report by Exception
Under the Maltese Companies Act (Cap. 386), we are required to report to you if in our opinion:
• proper accounting records have not been kept; or
• proper returns adequate for our audit have not been received from branches we have not visited; or
• the financial statements are not in agreement with the accounting records and returns; or
• we were unable to obtain all the information and explanations which, to the best of our knowledge and
belief, are necessary for the purposes of our audit.
We also have responsibilities under the Capital Market Rules to review the statement made by the directors that
the business is a going concern together with supporting assumptions or qualifications as necessary.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were first appointed to act as statutory 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 eight financial years.
This copy of the audit report has been signed by:
Albertine Farrugia Sacco (Principal)
for and on behalf of
RSM Malta
Registered Auditor
28 April 2026