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Company Registration No.: C 82098
JD CAPITAL PLC
Annual Financial Report
and
Consolidated Financial Statements
31 December 2024
1
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
CONTENTS

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
GENERAL INFORMATION
2
Registration
JD Capital plc is registered in Malta as a public lim ited liability co mpany under the Maltese Companies Act (Cap.
386). The Company’s registration number is C 82098.
Directors
Josef Dimech
Jesmond Manicaro
Stephen Muscat
Franco Azzopardi (appointed on 1 August 2024)
Stanley Portelli
Jonathan Pace (resigned on 1 August 2024)
Company Secretary
Malcolm Falzon
Registered Office and Principal Place of Business
HHF 303 Industrial Estate
Hal Far
Birzebbugia BBG 3000
Malta
Bankers
Bank of Valletta p.l.c. Lidion Bank plc
58, Zachary Street Block 3, Level 0, Trident Park
Valletta VLT 1130 Mdina Road, Zone 2
Malta Central Business District
Birkirkara CBD 2010
Izola Bank p.l.c. Malta
53/58, East Street
Valletta VLT 1251 FIMBank p.l.c.
Malta Mercury Tower
The Exchange Financial & Business Centre
MeDirect Bank (Malta) plc Elia Zammit Street
The Centre, Tigne Point St. Julian's STJ 3155
Sliema TPO 0001 Malta
Malta
Auditor
RSM Malta
Mdina Road
Zebbug ZBG 9015
Malta
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
DIRECTORS' REPORT
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 2024.
Principal activities
The Company's principal activity is to act as a holding company and to provide financing to its subsidiaries.
The Group is engaged in the business of providing aluminium, steel, wrought iron, large scale glass formats,
and stainless-steel works, as well as the construction of steel structures. The Group also holds an investment
property.
During the financial year under review, the Group continued its transformation and expansion, and after
incorporating a new subsidiary JD Real Estate Development Ltd. in 2023, on 27th November 2024 it acquired
OneA Properties Ltd, a company engaged in developing, leasing and carrying on the business as estate agents,
property consultants and contractors. Furthermore, on 28th November 2024, the Group acquired J&J
Development Ltd. and IVIVIV Holdings Ltd. through JD Real Estate Development Ltd.
J&J Development Ltd. is the holding company of Skorba Developments Ltd., a company engaged in carrying on
the business of developers of any building including but not limited to apartments, flats, shops, bars, hotels and
restaurants. On the other hand, IVIVIV Holdings Ltd. is the parent company of J&J Hotel Operations Ltd., a
company which main trading activity is to own, operate and manage a hotel which is currently being developed.
Review of the business
The Group’s and the Company's performance is satisfactory, and the directors expect that the present level of
activity will remain positive in the foreseeable future. The Group’s level of business activity during the financial
year increased when compared to the previous year.
Revenue
Revenue for the year under review amounts to €16.33 million (2023: €12.97 million) for the Group.
EBITDA
The Group's EBITDA (earnings before interest, tax, depreciation and amortisation) for the year amounts to
€10.92 million (2023: €2.05 million) with adjusted EBITDA, that is, EBITDA before movement in expected credit
losses, fair value movements and non-recurring items amounting to €2.61 million (2023: €2.01 million).
EBIT
The Group's EBIT for the year amounts to €10.26 million (2023: €1.40 million)
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
DIRECTORS' REPORT - continued
4
Review of the business - continued
Investment in non-current assets
During the year, the Group continued the development of the Hal Far complex. Works certified by an
independent architect by year end amount to €6 million. In the financial statements, development costs are
being captured in the carrying amount of the right-of-use asset, included in the land and buildings under
property, plant and equipment. Apart from the development costs at the Hal Far site, the Group acquired other
assets for the amount of €0.271 million (2023: €0.037 million).
In quarter 4 of 2023, the Group engaged the contractors for the excavation works at the Birkirkara site. Site
preparation works continued during 2024 and as at the end of 2024, excavation works are at an advanced
stage.
Equity
JD Holdings Limited owns 99.97% shareholding of the Group's share capital.
The Group’s equity includes a share capital of €9.68 million (2023: €7.55 million) made up of 9,681,341 ordinary
shares (2023: 7,546,700) of €1.00 each. Capital contribution reserves for the year amounted to €4.80 million
(2023: €3.20 million). The capital contribution reserve represents a gratuitous capital contribution by JD
Holdings Limited. Revaluation reserves which at Group level arise on the revaluation of the Hal Far site held as
right-of-use amount to €11.52 million (2023: €8.16 million). Retained earnings held by the Group amount to
€8.05 million (2023: €1.43 million). The total equity of the Group is €34.04 million (2023: €20.34 million).
The Company’s equity includes a share capital of €9.68 million (2023: €7.55 million) made up of 9,681,341
ordinary shares (2023: 7,546,700) of €1.00 each. Capital contribution reserves for the year amounted to €4.80
million (2023: €3.20 million). The capital contribution reserve represents a gratuitous capital contribution by JD
Holdings Limited. Accumulated losses held by the Company amount to €0.50 million (2023: €0.54 million). The
total equity of the Company is €13.98 million (2023: €10.21 million).
Total assets
The Group’s total assets amount to €126.89 million (2023: €76.33 million).
The Company’s total assets amount to €60.74 million (2023: €35.55 million).
Results and dividends
The results for the year are set out in the statements of profit or loss and other comprehensive income on page
15. During the year ended 31 December 2024, the directors did not recommend the payment of a dividend.
The retained earnings of the Group and the accumulated losses of the Company amounting to €8,045,390 and
€499,231 respectively shall be carried forward to the next financial year.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
DIRECTORS' REPORT - continued
5
Principal risks and uncertainties
As set out in the Director’s Report of 2023, to mitigate the Group’s dependency risk on the operations of its main
subsidiary JD Operations Limited, in 2024 the Group diversified its business lines and now the principal
activities of the Group apart from the installation and manufacture of aluminium apertures, steel structures and
large-scale glass formats and investment properties, now include trading properties and as announced by the
Company in its announcement of 29 November 2024, JDC86/2024, also include a new line of business, that of
third-party logistics (3PL).
Apart from the full list of key risks listed in the prospectus issued on 11 April 2025, the Group is subject to
various other risks such as market, economic, credit and liquidity risks that may affect the Group’s projects and
their timely completions. The directors are confident that the Company has the right framework and the
appropriate policies and procedures in place to mitigate the effects that the aforementioned risks might have on
the business.
Disclosures of material matters
JD Capital plc has the following 9 material contracts:
i. €4.9m loan given to JD Operations Limited. This relates to the Prospects bond obtained in 2018;
ii. €3.6m loan granted to JD Operations Limited as working capital. Proceeds obtained by JD Capital plc from
bond issue in November 2022;
iii. €5m loan agreement with JD Operations Limited for the redevelopment of the Hal Far factory. Again,
proceeds obtained by JD Capital plc from the bond issue that took place in November 2022;
iv. €4m loan given to JD Birkirkara Limited for the development of the Birkirkara Office Complex. JD Capital plc
obtained the loan funds from the series 2 bonds, issued in July 2023;
v. €7m loan agreement with JD Operations Limited for the development of the Hal Far site. JD Capital plc
obtained the loan funds from the series 2 bonds issued in July 2023;
vi. €1.6m loan agreement with JD Operations Limited for general corporate financing. JD Capital plc obtained
the loan funds from the unlisted senior callable notes issued in 2024;
vii. €3.3m loan agreement with JD Real Estate Development Limited for general corporate financing. JD Capital
plc obtained the loan funds from the unlisted senior callable notes issued in 2024;
viii. €11.5m assignment of receivable agreement with the parent company JD Holdings Limited resulting from
the consolidation project of the Group; and
ix. €3.1m assigment of receivable agreement with subsidiaries.
Financial risk management
The Group is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk. These are
further analysed in Note 32 in the financial statements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
DIRECTORS' REPORT - continued
6
Events after the end of reporting period
On 11 April 2025, the Company announced (company announcement JDC 89/2025) that a prospectus dated
11 April 2025, relating to the issue of up to €40,000,000 5.6% secured bonds of a nominal value of €100 per
bond redeemable in 2035 (the “Bonds”), has been approved by the Malta Financial Services Authority. The
Company intends to deploy a portion of the proceeds from the prospective issuance of the Bonds, to inter alia
finance the early redemption of the €5,000,000 7.25% secured callable notes of a nominal value of €1,000 per
note 2025-2027.
Going concern
During 2024 the war between Ukraine and Russia and the conflict in the Middle East in the Gaza area,
continued to escalate. The Group has not made any sales nor does it source any of its raw materials from
these regions. Furthermore, none of the Group’s clients are directly linked to these two countries and as a
result management has assessed that such political factors will not affect the Group’s performance for the
foreseeable future.
In assessing the Group’s ability to continue as a going concern the directors have taken into consideration
various factors. During 2024, the Group undertook a significant reorganisation, diversification, and
consolidation exercise, as communicated through Company announcements JDC 85/2024 and JDC 86/2024.
These initiatives are aimed at enhancing the Group’s long-term sustainability and strengthening its operational
and financial position.
As announced in Company announcement JDC 85/2024, the Group implemented a corporate reorgansation
exercise whereby the asset-owning companies held directly by the Group’s ultimate beneficial owner, were
taken over by the Group. This resulted in the acquisition by JD Real Estate Development Ltd. of J&J
Development Ltd. and IVIVIV Holdings Ltd. J&J Development Ltd. is the parent company and sole shareholder
of Skorba Developments Ltd., owner of a property development complex in Mgarr, Malta. As of 2025, the
development is complete in shell form and unit sales have commenced. On the other hand, IVIVIV Holdings
Ltd., is the parent company and sole shareholder of J&J Hotel Operations Ltd. which owns a site in Msida
currently being developed into a Class 3B Hotel.
In line with its diversification strategy, the Company also announced (JDC 86/2024) the Group’s entry into
third-party logistics (3PL) sector, adding logistics as a new strategic business line alongside its legacy
manufacturing core business and property rental business. The increased demand for industrial and commercial
storage facilities in Malta’s supply chain, coupled with the capacity created by the unique investment afforded by
JD Operations Limited, provide the right dynamics of this new business line. The new warehousing operations
will be based at the Hal Far Complex, which is expected to be 50% complete and operational by Q2 2025 and
fully completed by Q4 of 2026.
In relation to its core manufacturing business, through Company announcement JDC 87/2024, the Group
announced that its subsidiary JD Operations Limited, has secured several high-value contracts for the
manufacture, supply, and installation of curtain walling systems, integrated apertures, cladding, and railings.
These contracts relate to the redevelopment of the former Halland Hotel in Swieqi; a new development of the
Malta Football Association training grounds in Ta’ Qali; the Ramla Bay Resort in Mellieha; the Trelleborg
Manufacturing Complex in Hal Far; the Gozo Museum in Rabat, Gozo; and the DB City Centre Development in
St. Julian’s. Collectively, these engagements amount to approximately €20 million in contracted works and
reflect the continued expansion and diversification of the Group’s project portfolio across the hospitality,
residential, commercial, and industrial sectors. These contracts contribute significantly to the Group’s revenue
outlook and reinforce its strong positioning in the façade works industry.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
DIRECTORS' REPORT - continued
7
Going concern - continued
Based on the above, the directors, at the time of approving these financial statements, have determined that
there is reasonable expectation that the Group and the Company have adequate resources to continue
operating for the foreseeable future and for this reason, the directors have adopted the going concern basis in
preparing the financial statements.
Future developments
The Company is not envisaging any changes in operating activities for the forthcoming year.
Through the 50% completion of the HalFar Complex, the Group envisages that it will initiate its 3PL operation.
Furthermore, through its acqusition of Skorba Developments Ltd. the Group expects that most of the units will
be sold throughout 2025.
Directors
The directors of the Company who held office during the year are listed on page 2.
In accordance with the Company's Memorandum and Articles of Association, the present directors remain in
office, but shall retire from office at least once every three years. However, they shall be eligible for re-election.
Statement of directors' responsibilities for the financial statements
The Maltese Companies Act (Cap. 386) requires the directors to prepare financial statements for each financial
year which give a true and fair view of the financial position of the Group and of the Company as at the end of
the financial year and of the profit or loss for that year.
In preparing the financial statements, the directors are responsible for:
• adopting the going concern basis unless it is inappropriate to presume that the Group and the Company
will continue in business as a going concern;
• selecting suitable accounting policies and applying them consistently;
• making judgements and accounting estimates that are reasonable and prudent;
• accounting for income and charges relating to the accounting period on accrual basis;
• valuing separately the components of asset and liability items;
• report comparative figures corresponding to those of the preceding accounting period; and
• preparing the financial statements in accordance with International Financial Reporting Standards (IFRS
Accounting Standards) as adopted by the European Union (EU).
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
DIRECTORS' REPORT - continued
8
Statement of directors' responsibilities for the financial statements - continued
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at
any time the financial position of the Company and of the Group and to enable them to ensure that the financial
statements comply with the Maltese Companies Act (Cap. 386). This responsibility includes designing,
implementing and maintaining such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error. The
directors are also responsible for safeguarding the assets of the Group and the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The financial statements of JD Capital plc for the year ended 31 December 2024 are included in the Annual
Financial Report 2024, which is available on the Company’s website. The directors are responsible for the
maintenance and integrity of the Annual Financial Report on the website in view of their responsibility for the
controls over, and the security of, the website. Access to information published on the Company’s website is
available in other countries and jurisdictions, where legislation governing the preparation and dissemination of
financial statements may differ from requirements or practice in Malta.
Additionally, the directors are responsible for:
• the preparation and publication of the Annual Financial Report, including the consolidated financial
statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in
accordance with the requirements of the European Single Electronic Format Regulatory Technical Standard
as specified in the Commission Delegated Regulation (EU) 2019/815 (the “ESEF RTS”);
• designing, implementing and maintaining internal controls relevant to the preparation of the Annual Financial
Report that is free from material non-compliance with the requirements of the ESEF RTS, whether due to
fraud or error; and
• for ensuring the accurate transfer of the information in the Annual Financial Report into a single electronic
format.
Auditor
RSM Malta have expressed their willingness to continue in office and a resolution for their reappointment will be
proposed at the Annual General Meeting.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
DIRECTORS' REPORT - continued
9
Statement of responsibility pursuant to the Capital Market Rules issued by MFSA
The directors declare that to the best of their knowledge:
• In accordance with Capital Market Rule 5.68, the financial statements give a true and fair view of the
financial position of the Group and the Company as at 31 December 2024, and of the financial
performance and cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS Accounting Standards) as adopted by the European Union (EU) and with
the Maltese Companies Act (Cap 386); and
• In accordance with the Capital Market Rules, the Directors’ Report includes a fair review of the
development and performance of the business and the position of the Group and the Company,
together with a description of the principal risks and uncertainties that the Group and the Company face.
Signed on behalf of the Board of Directors on 25 April 2025 by Josef Dimech (Director) and Stephen Muscat
(Director) as per Director's Declaration on ESEF Annual Financial Report submitted in conjunction with the
Annual Financial Report 2024.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
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 2024, which details the extent to which the Principles have been
adopted, as well as the effective measures taken by the Company to ensure compliance with these Principles.
Other than as stated in Part Two below, the Company has fully implemented the Principles set out in the Code.
PART I - Compliance with the Code
Principle 1: The Board
The overall management and policy setting of the Company is vested in a Board of Directors consisting of five
(5) directors, including the Chairman.
The composition of the Board of Directors ensures that the Company is led by individuals who have the
necessary skills and diversity of knowledge. The Board considers strategic issues, key projects and regularly
monitors performance against delivery of the key targets of the Group’s business plan.
Principle 2: Chairman and Chief Executive
The positions of the Chairman of the Board and that of the Chief Executive Officer (CEO) are vested in separate
individuals.
The responsability of CEO is vested in Mr. Franco Azzopardi an executive director of the Company. The
responsibility of Chairman is vested in Mr. Stephen Muscat.
Principle 3: Composition of the Board
The Board of the Company who served during the year until 31 December 2024 was as follows:
Directors
Mr. Stephen Muscat Chairman and Non-executive Director
Mr. Josef Dimech Executive Director
Mr. Franco Azzopardi Executive Director
Dr. Stanley Portelli Non-executive Director
Dr. Jesmond Manicaro Non-executive Director
Company secretary
Dr. Malcolm Falzon
The Board considers that the non-executive directors are independent of management and free from any
business or other relationship that could materially interfere with the exercise of their independent judgement.
The members of the Board have the balance of knowledge and experience as well as a strong non-executive
presence to allow continued scrutiny of performance, strategy, and governance.
For the purpose of the Capital Market Rules, the non-executive directors are deemed independent. Each
director is mindful of maintaining independence, professionalism, and integrity in carrying out his duties and
responsibilities, whilst providing judgement as a director of the Company.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
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
The Board considers that none of the independent non-executive directors of the Company:
• is or has been employed in any capacity by the Company;
• has or has had, over the past three years, a significant business relationship with the Company;
• has received or receives significant additional remuneration from the Company in addition to their director’s
fee;
• has close family ties with any of the Company’s executive directors or senior employees; and
• has been within the last three years an engagement partner or a member of the audit team or past external
auditor of the Company.
Each of the independent directors hereby declares that he undertakes to:
• maintain in all circumstances his independence of analysis, decision and action;
• not seek or accept any unreasonable advantages that could be considered as compromising his
independence; and
• clearly express his opposition in the event that he finds that a decision of the Board may harm the
Company.
Principle 4: The Responsibilities of the Board
The Board has responsibility for overseeing the strategic planning process and reviewing and monitoring
management’s execution of the corporate and group business plan. The Board requires that management report
back on any issues noted as the need arises and periodically in relation to the Company's performance. The
Board delegates certain powers, authorities and discretions to the audit committee. The role and competence of
such committee is further described in Principle 8 hereunder.
Principle 5: Board Meetings
The Board meets at least six times a year unless further meetings are required in accordance with the needs of
the Company. The Board has a schedule of matters reserved for it to discuss.
Each director is expected to attend all meetings of the Board and Board committees of which the director is a
member. The Board recognises that occasional meetings may need to be scheduled on short notice when the
participation of a director is not possible and that conflicts may arise from time to time that will prevent a director
from attending or participating in a regularly scheduled meeting. However, the Board expects that each director
will make every possible effort to keep such absences to a minimum.
The Board met twelve times during the year under review. The number of board meetings attended by directors
for the year under review is as follows:

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
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 CEO and
senior management of the subsidiary are invited to attend Board meetings from time to time when appropriate.
Principle 7: Evaluation of the Board’s Performance
The Board and its sub-committee being the Audit Committee, informally evaluate their performance on an
annual basis. This assessment led to a change in the Corporate Governance structure during 2023. Under the
present circumstances, the Board does not consider it necessary to appoint a committee to carry out a
performance evaluation.
Principle 8: Committees
The Board delegates certain powers, authorities and discretions to the audit committee.
Remuneration Committee
As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the
directors is not performance-related, the Company has not set up a remuneration committee. Instead, the
functions of the Remuneration Committee are vested in the Board, which itself establishes the remuneration
policies of the Company.
Nomination Committee
The Board considers that the size and operation of the Company does not warrant the setting up of a
nomination committee and will not be incorporating a nomination committee. Appointments to the Board of
Directors are determined by the holders of the ordinary shares in accordance with the Company’s Memorandum
and Articles of Association. The Company considers that the members of the Board possess the level of skill,
knowledge and experience expected in terms of the Code.
Audit Committee
The Audit Committee’s primary role is to support the main Board in terms of quality control of the Company’s
financial reports, its internal controls and in managing the Board’s relationships with the external auditors.
The Audit Committee comprises of the following independent, non-executive directors:
Mr. Stephen Muscat Chairman
Dr. Stanley Portelli Member
Dr. Jesmond Manicaro Member
In compliance with the Capital Market Rules, Mr. Stephen Muscat is the independent, non-executive Director
who is competent in accounting and/or auditing matters in view of his considerable experience as a warranted
Certified Public Accountant.
The Audit Committee met seven times during the year. All members were present on all these meetings.
The Group engaged an outsourced Internal Audit Function.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
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 2024 the Company issued 16 announcements.
Principle 11: Conflicts of Interest
The directors should always act in the best interest of the Company and its shareholders and investors. The
procedures internally followed by the Board reflect how sensitive such situations, if and when they arise, are
considered by the Company. In accordance with the provisions of the Articles of Association of the Company,
any actual, potential or perceived conflict of interest must be immediately declared by a director to the other
members of the Board, who then (also possibly through a referral to the Audit Committee) decide on whether
such a conflict exists. In the event that the Board perceives such interest to be conflicting with the director’s
duties, the conflicted director is required to leave the meeting and both the discussion on the matter and the
vote, if any, on the matter concerned are conducted in the absence of the conflicted director.
Principle 12: Corporate Social Responsibility
The Company remains committed to being a responsible company and making a positive contribution to society
and the environment. This helps the Group develop strong relationships with its stakeholders, and create
long-term value for society and its business. The Group is committed to play a leading and effective role in
Malta’s sustainable development whilst tangibly proving itself to be a responsible and caring entity of the
community in which it operates. The Group continues to support a number of different local initiatives aimed at
improving the quality of life of the local communities it supports.
PART II - Non-compliance with the Code
Principle 7: Evaluation of the Board’s Performance
Even though the Board informally evaluated its performance, it did not appoint an ad hoc committee to carry out
such evaluation. The Board believes that the outcome of such an exercise currently provides the deliverables
needed.
Principle 8: Committees
The Memorandum and Articles of Association of the Company regulates the appointment of directors.
The Board believes that the setting up of a Nomination Committee and a Remuneration Committee is currently
not suited to the Company as envisaged by the spirit of the Code.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
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.
PART IV - General Meetings
General meetings are called and conducted in accordance with the provisions contained in the Company’s
Articles of Association and in accordance with any applicable laws or regulations as may be applicable from
time to time. As outlined previously, information on General Meetings is found in the Directors’ Report.
The report above is a summary of the views of the Board on the Company’s compliance with the Code.
Generally, the Board is of the opinion that, in the context of the applicability of the various principles of the Code
to the Company and in the context of the Company’s business operations and save as indicated herein in the
section entitled “Non-Compliance” the Company has applied the principles and has complied with the Code
throughout the financial year under review. The Board shall keep these principles under review and shall
monitor any developments in the Company’s business to evaluate the need to introduce new corporate
governance structures or mechanisms as and when the need arises.
Signed on behalf of the Board of Directors on 25 April 2025 by Josef Dimech (Director) and Stephen Muscat
(Director).

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

The notes on pages 23 to 68 are an integral part of these consolidated financial statements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
STATEMENTS OF FINANCIAL POSITION
As at 31 December
16

|  |  | Group |  | Company
|  | 2023 | 2024 | 2023 | 2024
| Notes | € | € | € | €
ASSETS |  |  |  |  |
Non-current assets |  |  |  |  |
Property, plant and equipment | 12 | 34,328,847 | 28,008,219 | - | -
Investment property | 13 | 27,441,693 | 5,734,292 | - | -
Intangible assets | 14 | 224,497 | 224,497 | - | -
Investments in subsidiaries | 15 | - | - | 14,438,241 | 10,703,600
Financial assets at amortised cost | 16 | 11,577,940 | 1,713,858 | 42,002,427 | 22,291,991
Total non-current assets |  | 73,572,977 | 35,680,866 | 56,440,668 | 32,995,591
Current assets |  |  |  |  |
Financial assets at amortised costs | 16 | 6,698,737 | 9,224,971 | - | 7,013
Inventories | 17 | 22,563,119 | 1,563,290 | - | -
Contract assets | 18 | 6,954,333 | 11,140,846 | - | -
Trade and other receivables | 19 | 16,410,030 | 18,331,746 | 4,296,422 | 2,550,184
Cash at bank and in hand | 20 | 687,206 | 384,212 | - | -
Total current assets |  | 53,313,425 | 40,645,065 | 4,296,422 | 2,557,197
TOTAL ASSETS |  | 126,886,402 | 76,325,931 | 60,737,090 | 35,552,788

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
17
STATEMENTS OF FINANCIAL POSITION - continued
As at 31 December

|  |  | Group | Company |
|  | 2023 | 2024 | 2023 | 2024
| Notes | € | € | € | €
EQUITY AND LIABILITIES |  |  |  |  |
Capital and reserves |  |  |  |  |
Share capital | 21 | 9,681,341 | 7,546,700 | 9,681,341 | 7,546,700
Revaluation reserve | 22 | 11,516,823 | 8,165,699 | - | -
Other reserves | 23 | 4,800,000 | 3,200,000 | 4,800,000 | 3,200,000
Retained earnings/(Accumulated losses) |  | 8,045,390 | 1,431,417 | (499,231) | (537,993)
TOTAL EQUITY |  | 34,043,554 | 20,343,816 | 13,982,110 | 10,208,707
Non-current liabilities |  |  |  |  |
Borrowings | 25 | 49,698,455 | 28,850,855 | 44,114,632 | 24,470,890
Lease liabilities | 26 | 3,341,959 | 3,395,551 | - | -
Trade and other payables | 27 | 3,066,271 | 1,684,944 | - | -
Deferred tax liabilities | 11 | 4,853,933 | 2,643,640 | - | -
Non-current tax liabilities |  | 959,220 | 243,374 | - | -
Total non-current liabilities |  | 61,919,838 | 36,818,364 | 44,114,632 | 24,470,890
Current liabilities |  |  |  |  |
Borrowings | 25 | 6,110,788 | 2,809,413 | 131,153 | 89
Lease liabilities | 26 | 53,568 | 50,958 | - | -
Contract liabilities | 28 | 3,435,726 | 4,185,471 | - | -
Current tax payables |  | 566,325 | 951,718 | - | -
Trade and other payables | 27 | 20,756,603 | 11,166,191 | 2,509,195 | 873,102
Total current liabilities |  | 30,923,010 | 19,163,751 | 2,640,348 | 873,191
TOTAL LIABILITIES |  | 92,842,848 | 55,982,115 | 46,754,980 | 25,344,081
TOTAL EQUITY AND LIABILITIES |  | 126,886,402 | 76,325,931 | 60,737,090 | 35,552,788

The notes on pages 23 to 68 are an integral part of these consolidated financial statements.
The financial statements on pages 15 to 68 were approved and authorised for issue by the Board of Directors
on 25 April 2025. The financial statements were signed on behalf of the Company’s Board of Directors by Josef
Dimech (Director) and Stephen Muscat (Director) as per the Directors’ Declaration on ESEF Annual Financial
Report submitted in conjunction with the Annual Financial Report 2024.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
STATEMENTS OF CHANGES IN EQUITY
18

|  |  |  | Group |  |
|  | Share | Revaluation | Other | Retained |
|  | capital | reserve | reserves | earnings | Total
| Notes | € | € | € | € | €
Balance at 1 January 2023 |  | 7,546,700 | 7,856,800 | - | 1,401,612 | 16,805,112
Comprehensive income: |  |  |  |  |  |
Profit for the year |  | - | - | - | 29,805 | 29,805
Other comprehensive income: |  |  |  |  |  |
Items that will not be reclassified |  |  |  |  |  |
subsequently to profit or loss |  |  |  |  |  |
Revaluation of land and |  |  |  |  |  |
building, net of deferred tax | 22 | - | 308,899 | - | - | 308,899
Total comprehensive income |  | - | 308,899 | - | 29,805 | 338,704
Transactions with owners in |  |  |  |  |  |
their capacity as owners: |  |  |  |  |  |
Capitalisation of amounts with |  |  |  |  |  |
shareholder | 23 | - | - | 3,200,000 | - | 3,200,000
Transactions with owners |  | - | - | 3,200,000 | - | 3,200,000
|  | 7,546,700 | 8,165,699 | 3,200,000 | 1,431,417 | 20,343,816
Balance at 31 December 2023 |  |  |  |  |  |

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
STATEMENTS OF CHANGES IN EQUITY - continued
19

|  |  |  | Group |  |
|  | Share | Revaluation | Other | Retained |
|  | capital | reserve | reserves | earnings | Total
| Notes | € | € | € | € | €
Balance at 1 January 2024 |  | 7,546,700 | 8,165,699 | 3,200,000 | 1,431,417 | 20,343,816
Comprehensive income | : |  |  |  |  |
Profit for the year |  | - | - | - | 6,613,973 | 6,613,973
Other comprehensive income: |  |  |  |  |  |
Items that will not be reclassified |  |  |  |  |  |
subsequently to profit or loss |  |  |  |  |  |
Revaluation of land and building, |  |  |  |  |  |
net of deferred tax | 22 | - | 3,351,124 | - | - | 3,351,124
Total comprehensive income |  | - | 3,351,124 | - | 6,613,973 | 9,965,097
Transactions with owners: |  |  |  |  |  |
Issuance of share capital | 21 | 2,134,641 | - | - | - | 2,134,641
Capitalisation of amounts with |  |  |  |  |  |
shareholder | 23 | - | - | 1,600,000 | - | 1,600,000
Total transactions with owners |  | 2,134,641 | - | 1,600,000 | - | 3,734,641
|  | 9,681,341 | 11,516,823 | 4,800,000 | 8,045,390 | 34,043,554
Balance at 31 December 2024 |  |  |  |  |  |

JD CAPITAL PLC |  |  |  |  |
Annual Financial Report and Consolidated Financial Statements - 31 December 2024 |  |  |  |  |
STATEMENTS OF CHANGES IN EQUITY | – | continued |  |  |
|  |  |  | Company |
|  | Share |  | Other | Accumulated
|  | capital | reserves | Total | losses
| Notes | € | € | € | €
Balance at 1 January 2023 |  | 7,546,700 | - | (288,058) | 7,258,642
Comprehensive loss: |  |  | - |  |
Loss for the year |  | - | - | (249,935) | (249,935)
|  | - | - | (249,935) | (249,935)
Total comprehensive loss |  |  |  |  |
Transactions with owners in their capacity |  |  |  |  |
as owners: |  |  |  |  |
Capitalisation of amounts with shareholder | 23 | - | 3,200,000 | - | 3,200,000
Total transactions with owners |  | - | 3,200,000 | - | 3,200,000
Balance at 31 December 2023 |  | 7,546,700 | 3,200,000 | (537,993) | 10,208,707
Balance at 1 January 2024 |  | 7,546,700 | 3,200,000 | (537,993) | 10,208,707
Comprehensive income: |  |  | - |  |
Profit for the year |  | - | - | 38,762 | 38,762
|  | - | - | 38,762 | 38,762
Total comprehensive income |  |  |  |  |
Transactions with owners in their capacity |  |  |  |  |
as owners: |  |  |  |  |
Issuance of share capital | 21 | 2,134,641 | - | - | 2,134,641
Capitalisation of amounts with shareholder | 23 | - | 1,600,000 | - | 1,600,000
Total transactions with owners |  | 2,134,641 | 1,600,000 | - | 3,734,641
Balance at 31 December 2024 |  | 9,681,341 | 4,800,000 | (499,231) | 13,982,110
|  | 20 |  |  |

The notes on pages 23 to 68 are an integral part of these consolidated financial statements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
STATEMENTS OF CASH FLOWS
For the year ended 31 December
21

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
STATEMENTS OF CASH FLOWS - continued
For the year ended 31 December

|  |  | Group | Company |
|  | 2024 | 2023 | 2024 | 2023
| Note | € | € | € | €
Cash flows from investing |  |  |  |  |
activities: |  |  |  |  |
Payments to acquire property, plant |  |  |  |  |
and equipment |  | (1,120,577) | (4,669,058) | - | -
Payments to acquire investment |  |  |  |  |
property |  | (13,725,224) | (240,292) | - | -
Proceeds from disposal of property, |  |  |  |  |
plant and equipment |  | 12,626 | - | - | -
Movement in amounts due from |  |  |  |  |
subsidiary, parent company, related |  |  |  |  |
company and ultimate beneficial |  |  |  |  |
owner |  | (2,720,478) | (631,107) | (4,734,114) | (15,292,186)
Net cash flows used in investing |  |  |  |  |
activities |  | (17,553,653) | (5,540,457) | (4,734,114) | (15,292,186)
Cash flows from financing activities: |  |  |  |  |
Net proceeds from bank borrowings |  | 19,194,239 | 499,972 | - | -
Net proceeds from issuance of bond |  | 4,870,500 | 8,810,941 | 4,870,500 | 8,810,941
Interest paid |  | (1,995,152) | (1,026,435) | (1,339,000) | (679,000)
Interest paid on lease liabilities |  | (170,715) | (173,143) | - | -
Payments on finance leases |  | (50,982) | (45,177) | - | -
Movement in amounts due to subsidiary, |  |  |  |  |
ultimate shareholder and related |  |  |  |  |
company |  | - | 121,211 | 1,919,856 | 207,584
Net cash flows generated from |  |  |  |  |
financing activities |  | 21,847,890 | 8,187,369 | 5,451,356 | 8,339,525
Net cash increase/(decrease) in cash |  |  |  |  |
and cash equivalents |  | 222,885 | (565,049) | (131,064) | (10,076)
Cash and cash equivalents at |  |  | 882,676 |  | 9,987
beginning of year |  | 317,627 |  | (89) |
Cash and cash equivalents at end of |  |  |  |  |
year | 20 | 540,512 | 317,627 | (131,153) | (89)

22
The notes on pages 23 to 68 are an integral part of these consolidated financial statements.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
23
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 structu res. The Group als o holds an investment pro perty.
The Group continued its transformation and expansion, and after incorporating a new subsidiary JD Real
Estate Development Ltd. in 2023, on 27th November 2024 it acquired OneA Properties Ltd, a company
engaged in developing, leasing and carrying on the business as estate agents, property consultants and
contractors. Furthermore, on 28th November 2024, the Group acquired J&J Development Ltd. and IVIVIV
Holdings Ltd. through JD Real Estate Development Ltd.
J&J Development Ltd. is the holding company of Skorba Developments Ltd., a company engaged in
carrying on the business of developers of any building including but not limited to apartments, flats, shops,
bars, hotels and restaurants. On the other hand, IVIVIV Holdings Ltd. is the parent company of J&J Hotel
Operations Ltd., a company which main trading activity is to own, operate and manage a hotel which is
currently being developed.
JD Holdings Limited, a limited liability company incorporated and domiciled in Malta, is the ultimate parent
of the Group and of the Company. Josef Dimech, a resident in Malta, is the ultimate beneficial owner of the
Group and of the Co mpany.
2. MATERIAL ACCOUNTING POLICY INFORMATIO N
The accounting policies that are material to the consolidated financial statements are set out below. The
accounting policies adopted are consistent with those of the previous financial year, unless otherwise
stated.
Basis of preparation
These financial statements are prepared in accordance with International Financial Reporting Standards
(IFRS Accounting Standards) as adopted by the European Union ("EU") and comply with the requirements
of the Maltese Companies Act (Cap. 386). These financial statements have been prepared under the
historical cost convention, except for, the revaluation of investment property and certain classes of property,
plant and equipment.
Presentation and functio nal currency
These financial statements are presented in Euro (€) which is also the Group's and the Company's
functional currency.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATIO N - continued
24
New or amended a ccounting stand ards and interpr etations 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 posi tion.
New or amended a ccounting stand ards and interpr etations issued but no t 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 imp act on the financ ial statements upo n initial application.
Basis of consolidation
The consolidated financial statements incorporate the revenues and expenses, cash flows, assets and
liabilities of the Company and of its subsidiaries. Subsidiaries are companies over which the Group has
control, directly or indirectly. The Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power to
direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control ceases.
These consolidated financial statements comprise the Company and its subsidiaries. Subsidiaries that were
consolidated are listed in Note 15 to these financial statements.
Intra-group transactions, balances and unrealised gains on transactions between companies within the
Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of
impairment of the asset transferred. Accounting policies of subsidiaries are consistent with the policies
adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the
difference between the consideration transferred and the book value of the share of the non-controlling
interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the consolidated
statement of profit or loss and comprehensive income, consolidated statement of financial position and
consolidated statement of changes in equity of the Group. Losses incurred by the Group are attributed to
the non-controlling interest in full, even if that results in a deficit balance.
Where the Group loses control over a subsidiary, it derecognises the assets, liabilities and non-controlling
interest in the subsidiary. The Group recognises the fair value of the consideration received and the fair
value of any investmen t retained together w ith any gain or loss in profit or loss.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMAT ION - continued
Basis of consolidation - continu ed
25
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and
the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the
Group’s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair
value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is
recognised directly in profit or loss.
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be
entitled when or as each performance obligation is satisfied in a manner that depicts the transfer to the
customer of the goods or services promised. Specifically, revenue from contracts to provide services is
recognised over time as the services are rendered based on an amount that depicts the progress towards
complete satisfaction of the performance obligation.
The consideration relates to the transaction price or a portion of the transaction price allocated to each
performance obligation as defined in the contract with the customer.
The transaction price may include variable consideration and the time value of money. Variable
consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other
contingent events.
Interest income
Interest income is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant
period using the effective interest rate, which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Sale of properties
Revenue from the sale of properties is recognised on the transfer of the risks and rewards of ownership,
which generally coinc ides with the signing of the sales contrac ts.
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, respect ively.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATIO N - continued
Tax - continued
26
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the
end of the reporting period, and any adjustments to tax payable in respect of previous years.
Deferred income tax is provided using the balance sheet liability method, for all temporary differences
arising between the tax bases of assets and liabilities and their carrying values for financial reporting
purposes. The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, based on tax rates that have been enacted or
substantively enacted at the end of the reporting period and are expected to apply when the related
deferred tax assets is realised or the deferred tax liability is settled.
Under this method, the Group is required to make provision for deferred income taxes on the revaluation of
certain property assets and provisions on the difference between the carrying value for financial reporting
purposes and their tax base.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the assets can be utilised and/or sufficient taxable temporary differences are
available. Deferred tax assets are reduced to the extent that is no longer probable that the related tax
benefit will be realised.
Current tax assets and liabilities are offset when the Company and the Group have a legally enforceable
right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and
settle the liability simultaneously.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current
tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they
relate to the same taxable authority on either the same taxable entity or different taxable entities which
intend to settle simu ltaneously.
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 be tween net disposa l proceeds and the carr ying amount of the intangible ass et.
Investment prop erty
Investment property principally comprises of freehold land and buildings held for long-term rentals or for
capital appreciation or both, and that is not occupied by the Group. Investment property, including property
under construction for such purposes, is initially recognised at historical cost, including transaction costs
and borrowing costs. Historical cost includes expenditure that is directly attributable to the acquisition of the
items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying
investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or
construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially
complete and is suspe nded if the dev elopment of the as set is suspended.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATIO N - continued
Investment prop erty - continu ed
27
After initial recognition, investment property is carried at fair value, representing open market value
determined annually based on valuations by external independent valuers. Fair value is based on active
market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific
asset. If the information is not available, the Group uses alternative valuation methods such as recent
prices on less active markets or discounted cash flow projections. Movements in fair value are recognised
directly to profit or loss in the period in which they arise.
Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future
economic benefits associated with the expenditure will flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial
period in which they are incurred. When part of an investment property is replaced, the carrying amount of
the replaced part is derecognised.
The fair value of investment property does not reflect future capital expenditure that will improve or enhance
the property and does not reflect the related future benefits from this future expenditure other than those a
rational market participant would take into account when determining the value of the property.
An investment property is derecognised upon disposal or when the investment property is permanently
withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss
arising on derecognition of the property (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in profit or loss in the year in which the property is
derecognised.
Property, plant and equ ipment
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 t o the location and condit ion for its intend ed use.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATIO N - continued
Property, plant and equ ipment - continued
28
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’ appl ies), using the straight l ine method on the fol lowing bases:

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

Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the
underlying asset. The depreciation method applied, the residual value and the useful life are reviewed at
each financial year end and adjusted prospectively, as appropriate.
An item of property, plant and equipment is derecognised upon disposal or when there is no future
economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds
are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred
directly to retained pr ofits.
Leases
IFRS 16 requires an entity to assess whether a contract is, or contains, a lease at the inception date. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for a consideration. Leases are recognised as a right-of-use asset and a
corresponding liability at the commencement date, being the date at which the leased asset is available for
use by the Group.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATIO N - continued
Leases - continued
29
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 ass et is fully written down.
Investment in sub sidiaries
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 ident ified.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATIO N - continued
30
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity. Financial assets and financial liabilities are recognised when the
Group becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and all substantial risks and rewards are transferred. Financial liabilities
are derecognised when they are extinguished, discharged, cancelled or expired.
Financial assets
Financial assets are classified at initial recognition in accordance with how they are subsequently
measured, as follows:
• financial assets at amortised cost;
• financial assets at fair value through other comprehensive income; and
• financial assets at fair value through profit or loss.
The Group’s financial assets are mainly financial assets at amortised cost.
Financial assets at amortised cost
Financial assets at amortised cost are financial assets that are held within the business model whose
objective is to collect contractual cash flows (“hold to collect”) and the contractual terms give rise to cash
flows that are solely payments of principal and interest.
On initial recognition, financial assets at amortised cost are recognised at fair value plus transaction costs
that are directly attributable to the acquisition of the financial asset. Discounting is omitted where the effect
of discounting is immaterial.
Financial assets at amortised cost are subsequently carried at amortised cost using the effective interest
method less impairment losses, if any. Gain or losses are recognised in profit or loss when the asset is
derecognised, modified, or impaired.
The Group’s financial assets under this classification include cash and cash eq uivalents 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 expect ation of recover ing part or all of a financ ial asset, its carry ing value is written off.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATIO N - continued
Financial instruments - co ntinued
31
Impairment of financ ial assets
The Group recognises an allowance for expected credit losses (ECLs) on financial assets that are
measured at amortised cost. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The resulting impairment allowance is insignificant to
the Group's financial position and results.
For trade receivables, the Group applies a simplified approach to measuring ECLs which uses a lifetime
expected loss allowance. The ECL is estimated using a provision matrix based on the Group's historical
credit loss experience, adjusted for forward-looking factors specific to the debtors.
For related parties, the Group applies the general approach if the financial asset is determined to have low
credit risk at the reporting date where the credit risk has not increased significantly since initial recognition.
The financial asset is deemed to have low credit risk if there is low risk of default and the debtor has a
strong capacity to meet its contractual obligations in the near term.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified
impairment losses are insignificant.
Financial liabilities
Financial liabilities are classified at initial recognition in accordance with how they are subsequently
measured, as follows:
• financial liabilities at amortised cost; and
• financial liabilities at fair value through profit or loss.
The Group’s financial liabilities are mainly financial liabilities at amortised cost.
Financial liabilities at amortised cost
Financial liabilities at amortised cost are initially recognised at fair value, net of transaction costs and are
subsequently measured at amortised cost using the effective interest method. All interest related charges
under the interest amortisation process are recognised in profit or loss.
The Group derecognises a financial liability from its statement of financial position when the obligation
specified in the contract or arrangement is discharged, is cancelled or expires. On derecognition, the
difference between the carrying amount of the financial liability (or part of a financial liability) extinguished or
transferred to another party and the consideration paid, including any non-cash assets transferred or
liabilities assumed, are recognised in profit or loss.
The Group's financial liabilities under this classification include borrowings, contract liabilities and trade and
other payables.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATIO N - continued
32
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 impa irment 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 ordi nary course of busines s, less the costs of com pletion and selling expe nses.
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 w ith the customer.
Fair value measu rement
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 sign ificant to the fair value m easurement.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATIO N - continued
Fair value measu rement - con tinued
33
For recurring and non-recurring fair value measurements, external valuers may be used when internal
expertise is either not available or when the valuation is deemed to be significant. External valuers are
selected based on market knowledge and reputation. Where there is a significant change in fair value of an
asset or liability from one period to another, an analysis is undertaken, which includes a verification of the
major inputs applied in the latest valuation and a comparison, where applicable, with external sources of
data.
3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with IFRS Accounting Standards as adopted by the
EU requires the use of certain accounting estimates. It also requires directors to exercise their judgement in
the process of applying the Group's accounting policies.
Estimates and judgments are continually evaluated and based on historical experience and other factors
including expectations of future events that are believed to be reasonable under the circumstances. In the
opinion of the directors, with the exception of the below and the fair valuation of investment property and
the revaluation of the land and buildings category within property, plant and equipment (Notes 12 and 13),
the accounting estimates and judgments made in the course of preparing these financial statements are not
difficult, subjective or complex to a degree which would warrant their description as critical in terms of their
requirements of IAS 1.
Effect of inflation
The Harmonised Index of Consumer Prices inflation in 2024 reached 5.6% despite the energy prices being
kept at 2020 levels by government intervention. Inflation in 2025 is forecasted to ease to 2.0% which is
slightly lower than the EU average of 2.2%. Whilst there is a correlation between interest rates and inflation,
the Group’s exposure to the interest rate risk is limited to variable interest rates on borrowings. This applies
to the Group’s bank borrowings whose applicable interest rates are linked to the bank’s base
rate. However, this is not applicable to the issuer’s bond interest rate, which is fixed and is not effected by
inflation or changes in interest rates. Thus, inflationary pressures on interest rates are deemed to have a
minimal impact on the Group’s finances.
Inflationary pressures are deemed to have minimal impact on the Group’s operation. This is because most
contracts span over a 1 year period and thus, at budgeting stage, any forecasted inflation spikes in the cost
of raw material are captured and reflected in the contracted prices with clients. This enables the Group to
safeguard its profit m argins and contrib utions towards fixed cos ts.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
34
4. REVENU E

|  | Group
| 2023 | 2024
| € | €
Revenue from contracts w ith customers | 16,333,975 | 12,965,375

5. COST OF SAL ES

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

6. OTHER INCO ME

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
35
7. OPERATING PROFIT/(LOSS)
The operating prof it/(loss) is stated after charg ing:

|  | Group |  | Company
| 2024 | 2023 | 2024 | 2023
| € | € | € | €
Employee benefit exp ense (Note 8) | 3,979,248 | 3,462,497 | 238,504 | 145,020
Directors' remunerat ion | 281,016 | 252,638 | 114,588 | 50,583
Directors' fees | 114,588 | 56,050 | 76,626 | 56,050
Auditors' remuneratio n: |  |  |  |
- Statutory audit | 65,136 | 40,072 | 23,600 | 15,611
- Review services (inter im reports) | 2,850 | 2,714 | 2,850 | 2,714
- Tax compliance serv ices | 3,245 | 1,298 | 472 | 472
- Other assurance serv ices | 2,006 | 1,770 | 1,770 | 1,770
- Other non-ass urance services | 31,388 | 4,967 | 31,388 | 2,360
Depreciation charge (Not e 12) | 661,982 | 653,735 | - | -
Raw materials and co nsumables | 6,812,289 | 4,099,622 | - | -
Subcontracting costs | 427,705 | 2,108,101 | - | -
Hire of equipment | 362,265 | 411,687 | - | -
Other direct costs | 971,293 | 408,424 | - | -

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
36
8. EMPLOY EE BENEFIT EXPEN SE

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

Employee benefit exp ense incurred during t he year were as follo ws:

|  | Group |  | Company
| 2023 | 2024 | 2023 | 2024
| € | € | € | €
Directors' remunerat ion |  |  |  |
Directors' remunerat ion | 281,427 | 330,678 | - | -
Social security costs and maternity fund | 2,948 | 2,764 | - | -
| 284,375 | 333,442 | - | -
(Less)/add recharges | (3,359) | (80,804) | 76,626 | 50,583
| 281,016 | 252,638 | 76,626 | 50,583
Employee benefit exp enses |  |  |  |
Salaries and wages | 3,61 5,897 | 2,908,325 | - | -
Social security costs and maternity fund | 223,629 | 189,985 | - | -
| 3,83 9,526 | 3,098,310 | - | -
(Less)/add recharges by related company | (134,666) | 126,826 | 47,290 | 38,387
Capitalised salaries | (121,216) | (71,327) | - | -
| 3,58 3,644 | 3,153,809 | 47,290 | 38,387
Directors' fees |  |  |  |
Directors' fees | 23,600 | 56,050 | 23,600 | 23,600
Add recharges by relat ed company | 90,988 | - | 90,988 | 32,450
| 114,588 | 56,050 | 114,588 | 56,050
| 3,97 9,248 | 3,462,497 | 238,504 | 145,020

The average number of persons employed by the Group during the year were 84 production personnel and
8 administrative perso nnel (2023: 77 and 7, respectively). The C ompany has no e mployees of its own.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
37
9. FINANCE INCO ME

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

10. FINANCE COSTS

|  | Group | Company |
| 2023 | 2024 | 2023 | 2024
| € | € | € | €
Interest on bonds pay able | 672,342 | 436,530 | 1,679,710 | 977,356
Interest on bank borr owings | 839,224 | 360,666 | - | -
Interest on lease liab ilities | 170,715 | 173,143 | - | -
Interest on late paym ent | 189,672 | 218,637 | - | 533
Bank interest | 2,767 | - | 2,767 | -
| 1,874,720 | 1,188,976 | 1,683,010 | 977,356

11. TAXATION
The tax charged to pr ofit or loss compr ised of the follo wing:

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
11. TAXATIO N - continued
38
The tax on the Group's and the Company’s profit/(loss) before tax differs from the theoretical tax
expense/(credit) that wo uld arise using t he applicable tax rate in Malta of 35% as follows:

|  | Group | Company |
| 2023 | 2024 | 2023 | 2024
| € | € | € | €
Profit/(loss) before tax | 8,686,575 | 259,355 | 201,011 | (249,935)
Theoretical tax expens e/(credit) at 35% | 3,040,301 | 90,774 | 70,354 | (87,477)
Tax effect of: |  |  |  |
Non-taxable income | (138,077) | (110,468) | (138,077) | (110,468)
Non-deductible expe nses | 705,525 | 304,164 | 229,972 | 197,945
Over provision | (282,521) | (39,314) | - | -
Temporary differences o n investment prop erty | (1,252,626) | 14,019 | - | -
Temporary differences o n lease | - | (166,547) | - | -
Temporary difference on interest income | - | 136,922 | - | -
| 2,072,602 | 229,550 | 162,249 | -

Deferred income taxes are calculated on all temporary differences under the liability method using a
principal tax rate of 35% (2023: 35%), with the exception of deferred taxation on the revaluation of property,
plant and equipment and the fair value measurement of investment property which is computed utilising a
tax rate of 8% (2023: 8%) on the basis applicable to property disposals. The movement on the deferred
income tax account is analysed as follows:

|  | Recognised |  |
| Opening | in profit or | Recognised | Closing
| balance | balance | loss | in equity
| € | € | € | €
As at 31 December 2 024 |  |  |  |
Arising on temporary d ifferences: |  |  |  |
Property, plant & equi pment | 136,147 | 182,800 | - | 318,947
Lease liabilities | (166,547) | (197,370) | - | (363,917)
Provision for impairmen t 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 measuremen t of investment property | 453,539 | 1,73 9,020 | - | 2,192,559
| 2,685,826 | 1,73 9,020 | 521,757 | 4,946,603

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
11. TAXATIO N - continued
39

|  | Recognised |  |
| Opening | in profit or | Recognised | Closing
| balance | balance | loss | in equity
| € | € | € | €
As at 31 December 2 023 |  |  |  |
Arising on temporary d ifferences: |  |  |  |
Property, plant & equi pment | - | 136,147 | - | 136,147
Lease liabilities | - | (166,547) | - | (166,547)
Provision for impair ment of receivables | (213,026) | 12,582 | - | (200,444)
Interest accrued | 51,736 | 136,922 | - | 188,658
| (161,290) | 119,104 | - | (42,186)
Arising on: |  |  |  |
Revaluation of right of use assets | 1,360,000 | - | 872,287 | 2,232,287
Fair value measuremen t of investment property | 439,520 | 14,019 | - | 453,539
| 1,799,520 | 14,019 | 872,287 | 2,685,826

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued

|  |  |  | Group |  |  |
| Land and |  | Office | Motor | Electronic | Electric |
| buildings | Machinery | furniture | vehicles | equipment | hand tools | Total
| € | € | € | € | € | € | €
Year ended 31 December 2024 |  |  |  |  |  |  |
Opening net book value | 27,826,765 | 55,842 | 59,319 | 22,726 | 9,136 | 34,431 | 28,008,219
Additions | 2,8 50,012 | 167,722 | - | 87,196 | 8,573 | 7,074 | 3,120,577
Disposals | - | (12,626) | - | - | (1,494) | - | (14,1 20)
Revaluation surplus | 3,8 72,881 | - | - | - | - | - | 3,872,881
Depreciation for the year | (520,899) | (73,243) | (12,0 94) | (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 | 1,1 99,260 | 120,937 | 785,492 | 97,259 | 282,186 | 36,513,893
Accumulated depreciation | - | (1,059,040) | (73,7 12) | (707,265) | (87,212) | (257,817) | (2,185,046)
| 34,028,759 | 140,220 | 47,225 | 78,227 | 10,047 | 24,369 | 34,328,847
Year ended 31 December 2023 |  |  |  |  |  |  |
Opening net book amount | 22,553,975 | 104,175 | 69,977 | 36,982 | 9,634 | 36,967 | 22,811,710
Additions | 4,6 31,561 | 14,185 | 1,436 | - | 5,883 | 15,993 | 4,669,058
Revaluation surplus | 1,1 81,186 | - | - | - | - | - | 1,181,186
Depreciation for the year | (539,957) | (62,518) | (12,0 94) | (14,256) | (6,381) | (18,529) | (653,735)
| 27,826,765 | 55,842 | 59,319 | 22,726 | 9,136 | 34,431 | 28,008,219
As at 31 December 2023 |  |  |  |  |  |  |
Cost/Revalued amount | 27,826,765 | 1,0 44,164 | 120,937 | 698,296 | 90,180 | 275,112 | 30,055,454
Accumulated depreciation | - | (988,322) | (61,6 18) | (675,570) | (81,044) | (240,681) | (2,047,235)
| 27,826,765 | 55,842 | 59,319 | 22,726 | 9,136 | 34,431 | 28,008,219

12. PROP ERTY, PLANT AND EQUIPMENT
40
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
12. PROP ERTY, PLANT AND EQUIPMENT - continued
41
The right-of-use asset within land and buildings, emanates from two lease agreements pertaining to an
office and land and buildings. The carrying amount that would have been recognised had the land and
buildings been carried under the cost model is €21,472,919 (2023: €22,013,443).
During the year ended 31 December 2024, the Group capitalised borrowing costs amounting to €662,500
(2023: €432,333).
Refer to Note 34 for f urther information on f air value measurem ent.
13. INV ESTMENT PROPERT Y

|  | Group
| 2024 | 2023
| € | €
At 1 January |  |
Cost | 4,263,008 | 4,022,715
Fair value gains | 1,471,285 | 1,471,285
Carrying amount | 5,734,293 | 5,494,000
Year ended 31 Dec ember |  |
Opening balance | 5,734,293 | 5,494,000
Additions | 13,725,224 | 240,292
Fair value adjustments | 7,982,176 | -
Closing carrying amoun t | 27,441,693 | 5,734,292
At 31 December |  |
Cost | 18,023,634 | 4,263,007
Fair value gains | 9,418,059 | 1,471,285
Carrying amount | 27,441,693 | 5,734,292

During the year ended 31 December 2024, the Group capitalised borrowing costs amounting to €344,969
(2023: €733,883).
The fair value measurement relating to investment property is disclosed in Note 34. The investment
property is serving as a security by means o f a hypothec for bankin g facilities of a related co mpany.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
42
14. INTANG IBLE ASSETS

| Group
| Intellectual
| property
| €
Cost |
Opening balance | 224,497
Balance at 31 Decemb er 2024 | 224,497
Carrying amount |
At 31 December 202 3 | 224,497
At 31 December 202 4 | 224,497

The Group's intangible asset pertains to the intellectual property right to use the business brand, logo, and
tradename 'JSDimech'. T he directors are of the opinion that t his has an indefin ite useful life.
15. INVESTMENTS IN SUBSIDIARIES
The following are the subsidiaries of the parent company with the corresponding shareholding percentage
and the amount of t he investment carried in the Company's s tatement of financial position:

| 2024 | 2023
| € | €
Year ended 31 Dec ember |  |
Opening net book amo unt | 10,703,600 | 7,502,400
Additions | 3,734,641 | 3,201,200
Closing net book amo unt | 14,438,241 | 10,703,600
At 31 December |  |
Cost and net book am ount | 14,438,241 | 10,703,600

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
15. INV ESTMENTS IN SUB SIDIARIES - cont inued
43

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

i. On 13 March 2018, the Company entered into an agreement with JD Birkirkara Limited by virtue of
which the loan of €3,801,200 was capitalised as capital contribution.
ii. On 28 May 2023, the Company entered into an assignment of receivable agreement with JD Real
Estate Development Ltd. amounting to €3,200,000 which was assigned by way of a gratuitous capital
contribution.
Furthermore, on 28 November 2024, the Group acquired J&J Development Ltd and IVIVIV Holdings Ltd
under JD Real Estate Development Limited. J&J Development Ltd is the holding company of Skorba
Developments Ltd, a company engaged in carrying on the business of developers of any building
including but not limited to apartments, flats, shops, bars, hotels and restaurants. On the other hand,
IVIVIV Holdings Ltd is the parent company of J&J Hotel Operations Ltd, a company which main trading
activity is to own, operate and manage a hotel which is currently being developed. These acquisitions
resulted into an increase in investment of €2,134,640.
During 2024, the Company entered into an assignment of receivable agreement with JD Real Estate
Development Ltd. amounting to €1,600,000 which was assigned by way of a gratuitous capital
contribution.
iii. On 27 November 2024, the Company acquired OneA Properties Ltd for a consideration of €1. OneA
Properties Ltd is a company engaged in developing, leasing and carrying on the business as estate
agents, property consultants and contractors.
The following table summarises the financial information of the Company's subsidiaries and fellow
subsidiaries as at and f or the year ended 31 December 202 3.

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
15. INV ESTMENTS IN SUB SIDIARIES - cont inued
44
The following table summarises the financial information of the Company's subsidiaries and fellow
subsidiaries as at and f or the year ended 31 December 202 4.

|  | Net
| assets/ |
| (liabilities) | Profit/(loss)
| € | €
JD Operations Limited | 15,999,549 | 353,441
JD Birkirkara Limited | 4,967,101 | (17,872)
JD Real Estate Dev elopment Ltd. | 10,343,878 | 3,408,03 8
OneA Properties Ltd | (85,558) | (1,500)
J&J Development Ltd. | 165,974 | (182,543)
IVIVIV Holdings Ltd. | (5,984) | (3,570)
Skorba Developments L td. | 145,683 | 245,649
J&J Hotel Operations Ltd. | 5,215,659 | 2,780,03 3

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 a nd OneA Properties L td is as follows:

| €
Total purchase consid eration | 2,134,641
Fair value of net assets acq uired | 2,594,095
Gain on bargain pu rchase | 459,454

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
45
16. FINANCIAL ASSETS AT A MORTISED CO ST

|  | Group |  | Company
| 2023 | 2024 | 2023 | 2024
| € | € | € | €
Non-current |  |  |  |
Loans to subsidiaries (i) | - | - | 30,4 24,487 | 22,291,991
Loan to ultimate parent company (ii) | - | 1,713,858 | - | -
Amounts owed by ulti mate parent comp any (vi) | 11,5 77,940 | - | 11,5 77,940 | -
| 11,5 77,940 | 1,713,858 | 42,0 02,427 | 22,291,991
Current |  |  |  |
Amounts owed by ulti mate parent comp any (iv) | - | 463,713 | - | 7,013
Amounts owed by ulti mate beneficial owner (v) | - | 686,025 | - | -
Amounts owed by rel ated companies (iv) | 2,995,553 | 4,875,233 | - | -
Other receivables (iii) | 3,703,184 | 3,200,000 | - | -
| 6,698,737 | 9,224,971 | - | 7,013

i. The loans to subsidiaries are split as follows:
€4,900,000 which is unsecured, earns interest at 6.5% per annum and is repayable by not later than 30
September 2027.
€3,600,000 which is unsecured, earns interest at 6.35% per annum and is repayable by not later than
25 November 2032.
€4,999,561 which is unsecured, earns interest at 6.35% per annum and is repayable by not later than
25 November 2032.
€6,862,625 which is unsecured, earns interest at 7.5% per annum and is repayable by not later than 19
July 2033.
€1,999,125 which is unsecured, earns interest at 7.5% per annum and is repayable by not later than 19
July 2033. The loan to subsidiary was not fully utilised as at year end.
€1,600,000 which is unsecured, earns interest at 8.75% per annum and is repayable by not later than
30 January 2027.
€3,300,000 which is unsecured, earns interest at 8.75% per annum and is repayable by not later than
30 January 2027.
€3,104,460 which is unsecured, subject to a 5.5% interest per annum and payable within 15 years.
Interest income for the period from these loans amounted to €1,919,855 (2023: €1,072,591). The
amount is net of €84,955 expected credit losses (2023: €69,320).
i. The loan to ultimate parent was unsecured, bore interest at 4.5% per annum and was repaid in 2024.
The amount is stated net of expected credit loss of €nil (2023: €3,465).
ii. The other receivables are stated net of expected credit losses of €nil (2023: €41). These were
unsecured and interest free.
iii. The amounts owed by ultimate parent and related companies were/are unsecured, interest-free, and
repayable on demand. These are stated net of €15,260 expected credit losses (2023: €15,260).
iv. The amounts owed by ultimate beneficial owner were stated net of expected credit losses of €nil (2023:
€2,133) and were unsecured, interest free and repayable on demand.
v. The amounts owed by ultimate parent company are unsecured, with an interest at 5.5% per annum and
repayable in 15 years.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
46
17. INV ENTORIES

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

18. CO NTRACT ASSETS

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

Contract assets are state d net of expected cr edit losses of €181,090 (2023: €139,172).
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
47
19. TRADE A ND OTHER R ECEIVABLES

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

i. Trade receivables are stated net of allowance for expected credit losses amounting to €521,026 (2023:
€412,666). Expected credit losses recognised for the year amounted to €108,370 (2023: €76,456).
ii. Accrued interest income relates to the interest on loans to subsidiaries.
iii. The amounts owed by subsidiaries and ultimate parent company are unsecured, interest-free, and
repayable on demand.
The Group's and the Company's exposure to credit and currency risk relating to financial assets at
amortised cost are d isclosed in Note 32.
20. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and balances with banks. Cash and cash equivalents included
in the statement of cash flows reconcile to the amounts shown in the statement of financial position as
follows:

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
48
21. SHAR E CAPITAL

|  | Group and Company |
|  | 2023 | 2024
|  | € | €
Authorised share capita l |  |  |
17,543,621 (2023: 7,543,621) Ordinary s hares of €1 each |  | 17,543,621 | 7,543,621
3,079 Ordinary A sh ares of €1 each |  | 3,079 | 3,079
|  | 17,546,700 | 7,546,700
Issued share capit al |  |  |
9,678,262 (2023: 7,5 4 | 3,621) O rdinary shares of €1 ea ch | 9,678,262 | 7,543,621
3,079 Ordinary A sh ares of €1 each |  | 3,079 | 3,079
|  | 9,681,341 | 7,546,700

The holders of "Ordinary" shares have all the rights in the Company.
The holders of "Ordinary A" shares shall not be entitled to any rights in the Company, and shall therefore
not be entitled to vote at any general meeting of the Company. However, they have the right to return of
capital on their shares upon liquidation of the Company.
During the year ended 3 1 December 20 24, the Comp any did not declare any dividends.
22. REVALUATION RESERVE
The property, plant and equipment revaluation surplus is used to record increments and decrements on the
revaluation of non-current ass ets.

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

The revaluation reserv e is non-d istributable.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
49
23. OTHER RESERVES
The Company entered into an assignment of receivable agreement with JD Holdings Limited amounting to
€4.8 million, which is being assigned by way of a gratuitous capital contribution. In line with IAS 32 such
amounts fall under the definition of equity and are therefore classified in these financial statements as a
component of equity.
24. EARNING S/(LOSS) PER SHARE

| Group |  | Company |
| 2024 | 2023 | 2024 | 2023
Profit/(loss) for the perio d attributable to ow ners |  |  |  |
of the Company | €6,613,973 | €29,805 | €38,762 | (€249,935)
Weighted average nu mber of ordinary shares | 7,745,543 | 7,543,621 | 7,745,543 | 7,543,621
Basic earnings pe r share |  |  |  |
| €0.854 | €0.004 | €0.005 | (€0.033)

The Group or the Company has no potential ordinary shares that would cause the dilution of basic
earnings/(loss) per share.
25. BO RROWINGS

|  | Group |  | Company
| 2023 | 2024 | 2023 | 2024
| € | € | € | €
Non-current |  |  |  |
€ 14,000,000 bonds, 4.85%, unsecured (i) | 13,6 43,031 | 13,655,4 65 | 13,6 43,031 | 13,6 55,465
€11,000,000 bonds, 6%, unsecured (ii) | 10,8 75,412 | 10,815,4 25 | 10,8 75,413 | 10,8 15,425
€5,000,000 private pl acement | , 7.25%, |  |  |
secured (iii) | 4,907,183 | - | 4,907,183 | -
Bank loan I (iv) | 142,984 | 290,512 | - | -
Bank loan IV (v) | 8,500,000 | - | - | -
Bank loan V (vi) | 5,822,219 | - | - | -
Bank loan IX (vii) | 1,619,042 | - | - | -
Revolving facility (viii) | 4,188,584 | 4,0 89,453 | - | -
Amounts due to subsi diaries (xiv) | - | - | 14,6 89,005 | -
| 49,6 98,455 | 28,850,8 55 | 44,1 14,632 | 24,4 70,890

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
25. BO RROWINGS - continu ed
50

|  | Group | Company |
| 2023 | 2024 | 2023 | 2024
| € | € | € | €
Current |  |  |  |
Bank loan I (iv) | 147,946 | 140,745 | - | -
Bank loan II (ix) | - | 255,555 | - | -
Bank loan III (x) | 1,019,755 | 1,5 00,000 | - | -
Bank loan VII (xi) | 1,500,000 | - | - | -
Bank loan VIII (xii) | 2,929,492 | - | - | -
Revolving facility (viii) | 366,901 | 707,872 | - | -
Bank overdraft | 146,694 | 66,5 85 | 131,153 | 89
Amounts due to re lated company (xiii) | - | 138,656 | - | -
| 6,110,788 | 2,8 09,413 | 131,153 | 89
Total borrowings | 55,8 09,243 | 31,660,2 68 | 44,2 45,785 | 24,4 70,979

i. During the year ended 31 December 2022, the Company issued tranche 1 of a new series of bonds,
series 1, amounting to €14,000,000. The bonds will mature on 25 November 2032 with annual interest
payments every 25th of November until maturity. The amount presented is net of unamortised bond
issue costs of €377,395 (2023: €344,878). Interest expense on the bonds for the year are as disclosed
in Note 10 to these financial statements. The fair value of the bonds for every €100 bond as at 31
December 2024 was €101.89 (2023: €99.99). A bond exchange offer was accepted by all prior
bondholders whereby the 50,000 securities with a nominal value of €100 were exchanged to 50,000
securities with a nominal value of €100 in the new tranche. Additionally, a premium of €2 per bond was
paid by the Company amounting to €100,000.
ii. During the year ended 31 December 2023 the Company issued tranche 2 of series 1 bonds, amounting
to €11,000,000. The bonds will mature on 19 July 2033 with annual interest payments every 19th of
July until maturity. The amount presented is net of unamortised bond issue costs of €189,059 (2023:
€184,575). Interest expense on the bonds for the year are as disclosed in Note 10 to these financial
statements. The fair value of the bonds for every €100 bond as at 31 December 2024 was €106.49
(2023: €101.5).
iii. During the year ended 31 December 2024, the Company issued an unlisted 7.5% senior callable notes
amounting to €5,000,000. The notes may be redeemed from 2025 to 2027.
iv. Bank loan I pertains to a loan with a local bank under the Malta Development Bank's COVID-19 Assist
Program. The loan shall bear interest at a fixed rate of 2.5% per annum for the first two years from the
take up of the loan and thereafter at the rate of the aggregate of the margin of 2.75% per annum and
the three-month EURIBOR. The loan is repayable over a period of six years inclusive of a 12-month
moratorium on the principal and six-months on interest. Following the moratorium period, the loan shall
be repayable in 60 monthly installments of €12,500. As from November 2023 the monthly installments
were increased to €13,250. The loan is secured by a first general hypothec over the Company's assets
and guarantee by th e ultimate shareho lder.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
25. BO RROWINGS - continu ed
51
i. Loan IV pertains to a loan obtained from a local bank amounting of €7,000,000 which was acquired in
2023 by a subsidiary. The loan bears interest between 5.50% to 5.80% per annum plus the 3-month
EURIBOR and is repayable in full in 2026 from sale proceeds collected on every contract of sale of the
units being currently developed on the properties of the related parties.
In February 2024, the Group acquired an additional loan of €1,500,000. The loan is secured, bears
interest between 5.50% to 5.80% per annum plus the 3-monthEURIBOR and is repayable in full by
2026.
The loan is secured by a pledge on bank account in the name of the subsidiary and a general hypothec
over all of the subsidiary's assets.
ii. On 02 May 2024, a loan was obtained with a local bank for a total amount of €5,800,000 to finance the
acquisition of a portion of land known as 'Bur Hammiem' in the limits of Bir Id-Deheb. The entire facility
was fully utilised as at 31 December 2024. The loan bears interest of 5.85% per annum and is
repayable in full by 2028 from sale proceeds collected on every contract of sale of the units being
currently developed on the site.
In addition, the Group also obtained another loan with the same local bank for a total amount
€3,647,987 to finance on a 'pari passu' the demolition and excavation of the site mentioned above,
together with the construction of commercial and residential units, including garages. The total amount
utilised from this facility amounted to €222,217 as at 31 December 2024. The loan bears interest of
5.85% per annum and is repayable in full by 2028 from sale proceeds collected on every contract of
sale of the units being currently developed on the site.
All the bank loans are secured by a general hypothec over all of the Company's present and future
assets.
iii. On 02 May 2024, a loan was obtained with a local bank for a total amount of €1,499,484 to finance the
acquisition of the two portions of land in Triq Sir Temi Zammit in Zebbiegh, Mgarr, Malta. The entire
facility was fully utilised as at 31 December 2024. The loan bears interest of 5.85% per annum and is
repayable in full by 2028 from sale proceeds collected on every contract of sale of the units being
currently developed on the site.
In addition, the Group also obtained another loan with the same local bank for a total amount €899,812
to finance on a 'pari passu' the demolition and excavation of the site mentioned above, together with the
construction of residential units, including car spaces. The total amount utilised from this facility
amounted to €119,558 as at 31 December 2024. The loan bears interest of 5.85% per annum and is
repayable in full by 2028 from sale proceeds collected on every contract of sale of the units being
currently developed on the site.
All the bank loans are secured by a general hypothec over all of the Company's present and future
assets.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
25. BO RROWINGS - continu ed
52
i. The revolving facility was secured by title transfer, bears interest at the rate of 5% per annum plus the
12-month EURIBOR and is repayable in accordance with the term sheet as agreed with the bank for
each drawdown. The revolving facility is of €6,000,000.
At year end, the facility was split as follows:
€223,632 to serve as an overdraft facility
total drawdown as at 31 December 2024 amounted to €4,500,000 to be repaid in monthly installment of
€52,000 inclusive of interest in the first 2 years and monthly installment of €89,015 inclusive of interest
for the following 4 years.
ii. Bank loan II was a loan with another local bank taken as well under the Malta Development Bank's
COVID-19 Assist Program. The loan bore an interest at the rate of the aggregate of the margin of
3.15% per annum and the three-month EURIBOR. The loan was repayable in monthly installments of
€50,917 beginning December 2020 until May 2024. The loan was secured by a first special hypothec
for the amount of €200,000 over the Company assets.
iii. Bank loan III pertains to a project finance loan with a local bank. This is to be repaid by July 2025 and is
subject to 5.65% interest. The loan is secured by a joint and several guarantee amounting to
€1,500,000 provided by the ultimate beneficial owner.
iv. Loan VII is a loan with another local bank amounting to €1,500,000 subject to interest at a fixed rate of
5.65%. The project finance loan will be settled in 2025.
v. Loan VIII is a loan with another bank amounting to €3,000,000 that is to be repaid from 9 months from
the first drawdown in September 2024 and is subject to 10.00% interest.
vi. The amounts due to related company are unsecured, interest-free, and repayable on demand.
vii. The amounts due to subsidiaries are unsecured, subject to a 5.5% interest per annum and payable
within 15 years.
The interest rate exp osure of the borrow ings is as follows:

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
25. BO RROWINGS - continu ed
53
The carrying amount of the Group's borrowings are denominated in Euro. The weighted average effective
interest rate at the e nd of the reporting per iods are as follows:

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

As at the end of the reporting period the Group had general banking facilities and loan facilities with the
major local banks amounting to €26.4 million (2023: €9.9 million). As at 31 December 2024, the Group had
not yet utilised €1.5 million (2023: €8.6 million) of total facilities.
The Group's and Company's exposure to liquidity and interest risk relating to borrowings are disclosed in
Note 32.
26. LEAS E LIABILITIES

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

Commitments in re lation to lease liabilities are p ayable as follows:

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
26. LEAS E LIABILITIES - continued
54
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. Genera lly, the Group is restr icted from sub-leasing the property.

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

The following were th e amounts recognised in profit or loss relatin g to leases:

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

27. TRADE A ND OTHER P AYABLES

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
27. TRADE A ND OTHER P AYABLES - continued
55

|  | Group | Company |
| 2023 | 2024 | 2023 | 2024
| € | € | € | €
Current |  |  |  |
Trade payables | 8,202,764 | 7,477,014 | 166,001 | 44,335
Accruals | 4,316,655 | 2,077,884 | 728,267 | 382,021
Amounts due to MTC A (i) | 1,951,791 | 1,611,293 | - | -
Amounts due to subsi diaries (ii) | - | - | 1,614,927 | 441,954
Amounts due to re lated parties (iii) | - | - | - | 4,792
Advance payments | 2,864,960 | - | - | -
Amount due to third party (iii) | 3,420,433 | - | - | -
| 20,756,603 | 11,166,191 | 2,509,195 | 873,102

i. The amounts due to Malta Tax and Customs Administration (''MTCA'') are governed by agreements
with the respective department.
ii. The amounts owed to subsidiaries and related parties are/were unsecured, interest-free, and repayable
on demand.
iii. The amounts due to third party are unsecured, subject to a 4% per annum plus the 3-month
EURIBOR and are repayable by 2026.
The Group's and Company's exposure to liquidity and interest risk relating to trade payables are disclosed
in Note 32.
28. CO NTRACT LIABILITIE S

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
56
29. SIGNIFICANT NON-CASH TRANSACTIONS
On 31 December 2024, amounts due from related parties to subsidiaries were assigned in favour of the
Company.
On the same day, the Company took over the responsibility of settling the payables to related parties by its
subsidiaries through a novation agreement.
30. RELATED PARTY TRANSACTIONS
The Group has related party relationships with companies over which directors exercise significant
influence and with companies under common control. During the year, related parties have extended funds
to the Group for it to be able to meet its obligations as well as paid expenses on behalf of related parties.
During the year the Group also incurred interest on its borrowings from a related party which were
capitalised as part of the asset under construction. Transactions are carried out with related parties on a
regular basis and in the ordinary course of the business.
The following summar ises the transact ions with related parties that transp ired during the period:

|  | Group |  | Company
| 2023 | 2024 | 2023 | 2024
| € | € | € | €
Related company |  |  |  |
Revenue from contracts | 3,847,054 | 2,524,569 | - | -
Cost of sales recharges | (737,982) | (1,014,758) | - | -
Net recharges | (344,618) | (649,072) | - | -
Management fees | - | 198,755 | - | -
Net advances paid | - | (731,977) | - | -
Ultimate parent compan y |  |  |  |
Interest income | 50,440 | 50,302 | - | -
Net recharges | (50,479) | 46,022 | - | -
Net advances paid | - | (390,025) | - | -
Ultimate sharehold er |  |  |  |
Net advances paid | - | (295,147) | - | -
Subsidiaries |  |  |  |
Interest income | - | - | 1,919,855 | 1,072,591
Recharges | - | - | 90,988 | 121,833
Net advances obtaine d/(paid) | - | - | 7,387,548 | (15,330,5 73)
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 1 6,19, 25 and 27 to t hese financial statem ents.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
57
31. CAPITAL CO MMITMENT S
Commitments for capital expenditure with respect to property, plant and equipment not provided for in these
financial statements are as follows:

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

32. FINANCIAL RISK MANAG EMENT
The Group's activities potentially expose it to a variety of financial risks: market risk (including interest rate
risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial
performance of the Group. The Group did not make use of derivative financial instruments to hedge certain
risk exposures during the current and preceding financial periods.
The Group uses different methods to measure different types of risk to which it is exposed. These methods
include sensitivity analysis in the case of interest rate risks and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the
Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the
group and appropriate procedures, controls and risk limits.
Market risk
Cash flow and fair value interest rate risk
The Group's significant instruments which are subject to fixed interest rates comprise of borrowings (Note
25). In this respect, the Group is potentially exposed to fair value interest rate risk in view of the fixed nature
of these instruments, which are however measured at amortised cost.
The Group’s interest rate risk principally arises from bank borrowings issued at variable rates (Note 25)
which expose the Group to cash flow interest rate risk. The Group uses a sensitivity analysis technique that
measures the change in the fair value and cash flows of the Group’s financial instruments at the reporting
date for hypothetical changes in the relevant market risk variables. The amounts generated from the
sensitivity analysis are forward-looking estimates of market risk assuming certain market conditions. Actual
results in the future may differ materially from those projected results due to the inherent uncertainty of
global financial markets. Management considers the potential impact on profit or loss of a defined interest
rate shift that is reasonably possible at the end of the reporting period to be immaterial. Up to the end of the
reporting period, the Group did not have any hedging arrangements with respect to the exposure of floating
interest rate risk.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
32. FINANCIAL RISK MANAG EMENT - con tinued
Market risk - continued
58
The Group has considerable bank borrowings issued at fixed rates (Note 25). These bank loans do not
expose the Group to cash flow interest rate ris k.
Credit risk
Credit risk refers to the risk that a counterparty in the financial assets will default on its contractual
obligations resulting in financial loss to the Group.
The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit
risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for
impairment of those assets, as disclosed in the statement of financial position and notes to the financial
statements. The Group does not hold any collateral.
The Group's credit risk arises on cash and cash equivalents, deposits with banks, loans and receivables,
advances to related parties as well as credit exposure to customers, including outstanding receivables and
committed transactions. the carrying amount of financial assets represents the maximum credit exposure.
The maximum exposure t o credit risk at the reporting date w as:

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

The Group banks only with local financial institutions with high quality standing or rating. The Group's
operations are principally carried out in Malta. The Group has no concentration of credit risk that could
materially impact the sus tainability of its op erations.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
32. FINANCIAL RISK MANAGEMENT - continued
Credit risk - con tinued
59
Impairment of financial assets
The Group's and the Company's financial assets, trade receivables and contract assets, as well as cash
and cash equivalents, are subject to the IFRS 9' expected credit loss model. Financial assets subject to
IFRS 9's expected credit loss model principally comprise loans and amounts advanced to subsidiaries,
ultimate parent and related parties, as disclosed in Note 16.
Trade receivables and contract assets
Carrying amounts for trade receivables are stated net of expected credit losses. In measuring the expected
credit losses, the customers have been assessed on a collective basis as they possess shared credit risk
characteristics. They have been based on the days pas t due.
Other receivables
The Group's and the Company's financial assets include significant loans and amounts due from
subsidiaries, ultimate parent, immediate parent and a related company, arising from transactions with these
entities. Management monitors intra-group and related party credit exposure at individual entity level and
ensures timely performance in the context of overall group liquidity management.
Cash at bank
The Group cash is placed with reputable financial institutions, such that management does not expect any
institution to fail to meet repayments of amounts held in the name of the companies within the Group. While
cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified
impairment loss was insignificant.
Credit risk related to trad e receivables are as follows:

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

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
32. FINANCIAL RISK MANAG EMENT - con tinued
Credit risk - con tinued
60

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

Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial
liabilities. Prudent liquidity risk management includes maintaining sufficient liquid assets and available
borrowing facilities to be able to pay debts as and when they become due and payable.
The directors manage liquidity risk by maintaining adequate cash reserves and available borrowing facilities
by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial
assets and liabilities.
The following table details the undiscounted contractual cash flows arising from the Company's financial
liabilities:

| Weighted |  | Between 1 | Between 2 |  | Remaining
| average | 1 year or | and 2 | and 5 | Over 5 | contractual
| interest rate | maturities | less | years | years | years
| € | % | € | € | € | €
31 December 2024 |  |  |  |  |  |
Non-interest bearing |  |  |  |  | - |
Trade and other |  |  |  |  |  |
payables (excluding |  |  |  |  |  |
accrued interest) | - | 2,509,195 | - | - | - | 2,509,195
Interest bearing fixed |  |  |  |  |  |
rate |  |  |  |  |  |
Amounts due to |  |  |  |  |  |
subsidiaries | 4.00 | 587,560 | 587,560 | 1,762,681 | 20,564,608 | 23,502,409
Bonds payable |  |  |  |  |  |
(including interest) | 5.67 | 1,701,500 | 1,701,500 | 8,021,500 | 26,339,000 | 37,763,500
|  | 4,798,255 | 2,289,060 | 9,784,181 | 46,903,608 | 63,775,104

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
32. FINANCIAL RISK MANAGEMENT - continued
Liquidity risk - con tinued
61

| Weighted |  | Between 1 | Between 2 |  | Remaining
| average | 1 year or | and 2 | and 5 | Over 5 | contractual
| interest rate | maturities | less | years | years | years
| € | % | € | € | € | €
31 December 2023 |  |  |  |  |  |
Non-interest bearing |  |  |  |  |  |
Trade and other |  |  |  |  |  |
payables (excluding |  |  |  |  |  |
accrued interest) | - | 491,080 | - | - | - | 491,080
Interest bearing fixed |  |  |  |  |  |
rate |  |  |  |  |  |
Bonds payable |  |  |  |  |  |
(including interest) | 1,339,000 | 5.43 | 1,339,000 | 4,017,000 | 31,016,000 | 37,711,000
|  | 1,830,080 | 1,339,000 | 4,017,000 | 31,016,000 | 38,202,080

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
32. FINANCIAL RISK MANAGEMENT - continued
Liquidity risk - con tinued
62
The following table details the undiscounted contractual cash flows arising from the Group's financial
liabilities:

| Weighted |  |  |  |  |  | Between 1 | Between 2 |  | Remaining
| average |  | 1 year or |  |  |  | and 2 | and 5 | Over 5 | contractual
| interest rate |  |  |  | less |  | years | years | years | maturities
|  | % |  |  |  | € | € | € | € | €
31 December 2024 |  |  |  |  |  |  |  |  |  |
Non-interest |  |  |  |  |  |  |  |  |  |
bearing |  |  |  |  |  |  |  |  |  |
Trade payables | - | 15,384,379 |  |  |  |  | 120,281 | - | - | 15,504,660
Indirect taxes and |  |  |  |  |  |  |  |  |  |
social security |  |  |  |  |  |  |  |  |  |
contributions | - | 1,951,791 |  |  |  |  | 438,914 | 1,286,451 | 1,220,625 | 4,8 97,781
Interest |  |  |  |  |  |  |  |  |  |
bearing - fixed |  |  |  |  |  |  |  |  |  |
Bonds |  | 5.43 | 1,701,500 |  |  |  | 1,701,500 | 8,021,500 | 26,339,000 | 37,763,500
Bank borrowings |  | 5.44 | 12,279,791 |  |  |  | 1,693,733 | 3,992,119 | 8,850,645 | 26,816,288
Lease liabilities |  | 5.00 | 221,696 |  |  |  | 444,577 | 465,593 | 9,450,717 | 10,582,583
Interest |  |  |  |  |  |  |  |  |  |
bearing - variable |  |  |  |  |  |  |  |  |  |
Borrowings | 5% plus 12-mont h | E 170,054 | URI | B | O | R | 147,269 | - | - | 317,323
|  | 6.2 | 5% | pl | us | 3 | - |  |  |
|  | month |  |  |  |  |  |  |  |
Borrowings | EURIBOR | 881,099 |  |  |  |  | 1,111,150 | 3,556,805 | 538,757 | 6,0 87,811
Borrowing | 5.5% plus 3-mon t | h 208,060 E | URI | B | O | R | 9,302,060 | - | - | 9,5 10,120
Amounts due to |  |  |  |  |  |  |  |  |  |
third party | 4% plus 3-month | E 3,420,433 UR | IB | O | R |  | - | - | - | 3,4 20,433
|  | 36,218,803 |  |  |  |  | 14,959,484 | 17,322,468 | 46,399,744 | 114,900,499

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
32. FINANCIAL RISK MANAG EMENT - con tinued
Liquidity risk - con tinued
63

| Weighted |  | Between 1 | Between 2 |  | Remaining
| average | 1 year or | and 2 | and 5 | Over 5 | contractual
| interest rate | maturities | less | years | years | years
| € | % | € | € | € | €
31 December 2023 |  |  |  |  |  |
Non-interest bearing |  |  |  |  |  |
Trade payables | - | 7,477,014 | 186,311 | - | - | 7,663,325
Indirect taxes and |  |  |  |  |  |
social security |  |  |  |  |  |
contributions | - | 1,611,293 | 474,252 | 837,917 | 186,464 | 3,109,926
Amounts due to |  |  |  |  |  |
related company | - | 138,656 | - | - | - | 138,656
Interest |  |  |  |  |  |
bearing - fixed |  |  |  |  |  |
Bonds | 37,711,000 | 5.43 | 1,339,000 | 1,339,000 | 4,017,000 | 31,016,000
Bank borrowings | 2,005,106 | 5.44 | 1,702,306 | 159,000 | 143,800 | -
Lease liabilities | 10,804,245 | 5.00 | 221,697 | 278,767 | 677,375 | 9,626,406
Interest |  |  |  |  |  |
bearing - variable |  |  |  |  |  |
| - | 5% pl | us | 12 |  |
| month |  |  |  |  |
Revolving facility | EURIBOR | 572,000 | 624,000 | 3,204,540 | 1,068,180 | 5,468,720
| - | 3% pl | us | 3 |  |
| month |  |  |  |  |
Bank borrowings | EURIBOR | 268,178 | - | - | - | 268,178
|  | 13,330,144 | 3,061,330 | 8,880,632 | 41,897,050 | 67,169,156

Fair value of financ ial 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 s hown in the statements of financial position.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
32. FINANCIAL RISK MANAG EMENT - con tinued
64
Timing of cash flows
The presentation of the financial assets and liabilities listed above under the current and non-current
headings within the statements of financial position is intended to indicate the timing in which cash flows will
arise.
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern and comply with
the requirements of the prospectus issued in relation to the bonds while maximising the return to
stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of equity attributable to equity holders comprising issued share
capital, reserves, and borrowings as disclosed in Notes 21, 22, 24 and 25 to these financial statements and
in the statements of ch anges in equity.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
65
33. RECONCILI ATION OF LIA BILITIES ARISING FRO M FINANCING ACTIVITIE S

|  |  | Group |
| Bank loans |  |  |
| and revolving |  | Lease |
| facility | Bonds | liabilities | Total
| € | € | € | €
31 December 2024 |  |  |  |
Beginning balance | 6,98 4,137 | 24,470,890 | 3,446,509 | 34,901,536
Proceeds from financ ing activities | 24,495,497 | 5,000,000 | - | 29,495,497
Payments from financi ng activities | (5,897,410) | (1,468,500) | (221,697) | (7,587,607)
Interest non-cash cha nge | 596,152 | 1,339,000 | 170,715 | 2,105,867
Net other non-cas h changes | 58,547 | 84,236 | - | 142,783
Balance at 31 Decemb er 2024 | 26,236,923 | 29,425,626 | 3,395,527 | 59,058,076
31 December 2023 |  |  |  |
Beginning balance | 6,48 4,165 | 13,625,498 | 3,491,686 | 23,601,349
Proceeds from financ ing activities | 1,50 0,000 | 9,000,000 | (218,320) | 10,281,680
Payments from financi ng activities | (1,347,463) | (868,059) | - | (2,215,522)
Interest non-cash cha nge | 347,435 | 679,000 | 173,143 | 1,199,578
Net other non-cas h changes | - | 2,034,451 | - | 2,034,451
Balance at 31 Decemb er 2023 | 6,98 4,137 | 24,470,890 | 3,446,509 | 34,901,536

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
33. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES - continued
66

|  |  | Company |  |  |
| Amounts due to | Bank loans |  |  |  |
| subsidiaries and a | and revolving |  | Lease | Other |
| related company | Total | facility | Bonds | liabilities | payables
| € | € | € | € | € | €
31 December 2024 |  |  |  |  |  |
Beginning balance | 446,746 | - | 24,470,890 | - | 66,970 | 24,984,606
Proceeds from financing activities | 1,919,856 | - | 5,000,000 | - | - | 6,919,856
Payments from financing activities | - | - | (1,468,500) | - | - | (1,468,500)
Interest non-cash change | - | - | 1,339,000 | - | - | 1,339,000
Net other non-cash changes | 13,937,331 | - | 84,236 | - | - | 14,021,567
Balance at 31 December 2024 | 16,303,933 | - | 29,425,626 | - | 66,970 | 45,796,529
31 December 2023 |  |  |  |  |  |
Beginning balance | 237,962 | - | 13,625,498 | - | 66,970 | 13,930,430
Proceeds from financing activities | 207,584 | - | 9,000,000 | - | - | 9,207,584
Payments from financing activities | - | - | (868,059) | - | - | (868,059)
Interest non-cash change | - | - | 679,000 | - | - | 679,000
Net other non-cash changes | 1,200 | - | 2,034,451 | - | - | 2,035,651
Balance at 31 December 2023 | 446,746 | - | 24,470,890 | - | 66,970 | 24,984,606

JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
67
34. FAIR VALUE MEASUREMENT
The Group's land and buildings and investment property are held for long-term yields or for capital
appreciation purposes. The Group utilises the rental income approach as a valuation method to determine
the fair value of other property and investment property as at 31 December and the market value basis in
relation to land.
The Group is required to analyse non-financial assets carried at fair value by level of the fair value
hierarchy.
The following table details the Group's assets and liabilities, measured or disclosed at fair value, using a
three-level hierarchy, based on the lowest level of input that is significant to the entire fair value
measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly.
Level 3: Unobservab le inputs for the ass et or liability.

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

The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the beginning of
the reporting period. There were no transfers between levels during the financial year.
A reconciliation from the opening balance to the closing balance of land and buildings for recurring fair
value measurements categorised within Level 3 of the value hierarchy, is reflected in Notes 12 and13.
Valuation processes
The Group’s property is valued by the directors, generally taking cognisance of professional advice from
independent professionally qualified valuers who hold a recognised relevant professional qualification and
have the necessary experience in the location and segments of the property being valued.
When external valuations are carried out in accordance with this process, the valuer reports directly to the
directors and discussions on the valuation technique, the model utilised and its results, including an
evaluation of the inputs to the valuation model, are held at management level. A new valuation is typically
commissioned to an external valuer, whenever, in the opinion of the directors, new circumstances arise
which may suggest th at a material c hange in value in the underlying pro perty has occurr ed.
JD CAPITAL PLC
Annual Financial Report and Consolidated Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
34. FAIR VALU E MEASUR EMENT - continu ed
68
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 unobser vable inputs and se nsitivity are as follows:

| Fair value as at 31 | Valuation |
Description | December 2024 | technique | Significant unobserv able inputs
|  | € |
|  |  | Average sales price p er square
Land | 32,844,615 | Market value | metre of €1,570
|  |  | Average rate per squ are metre of
Other property | 1,184,144 | Income approach | €244 and a discou nt rate of 6.77%
|  |  | Average €200 to €5 00 per square
Investment property - land | 5,870,582 | Income approach | meter and a discount r ate of 6.25%
Investment property - Ta' |  |  | Average €1,100 to €3,840 per
Monita | 11,504,404 | Market value | square meter
Investment property - hotel | 10,032,000 | Market value | Average €1,140 per sq uare met er

35. COMPARATIVE INFORMATION
Certain amounts in the comparative information have been presented to align with the current year's
financial statements presentation.
36. EVENTS AFTER THE END OF REPORTING PERIOD
On 11 April 2025, the Company announced (company announcement JDC 89/2025) that a prospectus
dated 11 April 2025, relating to the issue of up to €40,000,000 5.6% secured bonds of a nominal value of
€100 per bond redeemable in 2035 (the “Bonds”), has been approved by the Malta Financial Services
Authority. The Company intends to deploy a portion of the proceeds from the prospective issuance of the
Bonds, to inter alia finance the early redemption of the €5,000,000 7.25% secured callable notes of a
nominal value of €1,0 00 per note 2025-2027.
37. STATUTORY INFORMATION
JD Capital plc is a pub lic limited company and was incorpor ated in Malta on 9 A ugust 2017.
INDEPENDENT AUDITOR'S REPORT
69
RSM Malta is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM
network. Each member of the RSM network is an independent accounting and consulting firm, which practices in its own
right. The RSM network is not itself a separate legal entity in any jurisdiction.
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of JD Capital plc ("the Company") and the
consolidated financial statements of the Company and its subsidiaries (together, "the Group"), set out
on pages 15 to 68, which comprise the statements of financial position as at 31 December 2024, the
statements of profit or loss and other comprehensive income, statements of changes in equity and
statements of cash flows for the year then ended, and notes to the financial statements, including a
summary of material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the Group
and the Company as at 31 December 2024, and of their financial performance and their cash flows for
the year then ended in accordance with International Financial Reporting Standards (IFRS Accounting
Standards) as adopted by the European Union (EU), and have been properly prepared in accordance
with the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with the additional report to the Audit Committee in accordance with the
provision of Article 11 of the EU Regulations No. 537/2014 on specific requirements on statutory
audits of public-interest entities.
Basis for Opinion
We conducted our audits in accordance with International Standards on Auditing ("ISA"). Our
responsibilities under those standards are further described in the A uditor's Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Group and the
Company in accordance with the ethical requirements of both the International Ethics Standards Board
for Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code) and the Accountancy Profession (Code of Ethics for Warrant
Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta that are
relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the IESBA Code and the Code of Ethics for Warrant
Holders in Malta. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
RSM Malta
Mdina Road,
Ħaż-Żebbuġ, Malta
ZBG 9015
T +356 2278 7000
www.rsm.com.mt
INDEPENDENT AUDITOR'S REPORT - continued
70
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements - continued
Basis for Opinion - continued
To the best of our knowledge and belief, we declare that non-audit services that we have provided to
the Company and its subsidiaries are in accordance with the applicable laws and regulations in Malta
and that we have not provided any non-audit services that are prohibited under Article 18A of the
Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the Group during the year are disclosed in Note 7 in
these financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Valuation of investment properties relating to the Group
The Group's investment properties pertaining to land in Birkirkara, land and building in Marsascala and
land and building in Msida is carried at fair value of €27,441,693. Valuations of these properties are
inherently subjected to, among other factors, the individual nature of each properties, its location, and
the expected future revenues to be derived from the properties.
The existence of significant estimates used to arrive at the fair value of the properties, could result in a
potential material misstatement by virtue of the inherent uncertainties underlying the estimations.
Consequently, specific audit focus and attention was given to this area. The valuations of the
properties was performed by management on the basis of valuation reports prepared by an
independent qualified architect.
Our audit procedures included, amongst others, the following:
• Considering the objectivity, independence, competence and capabilities of the external valuer.
• Assessing the valuation inputs and assumptions used on which the forecasts were made.
• Testing the mathematical accuracy of the calculations derived from the forecast model.
• Assessing the key valuation inputs and assumptions used on which the forecasts were made.
INDEPENDENT AUDITOR'S REPORT - continued
71
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements - continued
Key Audit Matters - continued
Valuation of property, plant and equipment relating to the Group
The Group’s land and buildings carried at fair value relate to two lease agreements. These had a
carrying amount of €34,028,759 as at year-end. Valuation of this property is inherently subjected to,
among other factors, the individual nature of the property, its location, and the expected future
revenues to be derived from the property.
The existence of significant estimates used to arrive at the fair value of the property, could result in a
potential material misstatement by virtue of the inherent uncertainties underlying the estimations.
Consequently, specific audit focus and attention was given to this area. The valuation of the property
was performed by management on the basis of valuation reports prepared by an independent qualified
architect.
Our audit procedures included, amongst others, the following:
• Considering the objectivity, independence, competence and capabilities of the external valuer.
• Reviewing the methodology used by the external valuer and by management to estimate the fair
value of the industrial buildings.
• Testing the mathematical accuracy of the calculations derived from the forecast model.
• Assessing the key valuation inputs and assumptions used on which the forecasts were made.
Assessment of the recoverability of receivables relating to the Group
We identified the recoverability of the related party receivables as a key audit matter due to the
significant degree of judgements made by management in assessing the impairment of the
receivables and consequently, in determining the extent of allowance for expected credit losses
("ECL").
As at 31 December 2024, the Group had a loan receivable and amounts due from the parent company
totalling to €11,868,897 and amounts due from related companies of €2,995,553.
Our audit procedures included, amongst others, the following:
• Reviewing the terms surrounding the agreements.
• Assessing the financial soundness of the parent company and related companies taking into
account their business plans and strategies.
• Understanding and evaluating the workings and assumptions underlying the assessments for the
loss allowances under IFRS 9.
INDEPENDENT AUDITOR'S REPORT - continued
72
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements - continued
Other Information
The directors are responsible for the other information. The other information comprises the general
information and the directors’ report, and statement of compliance with the principles of good
corporate governance, but does not include the financial statements and our auditors report thereon.
Our opinion on the financial statements does not cover the other information, and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated. If, based on the work we have performed on the other information that we
have obtained prior to the date of this auditor's report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
Under Article 179(3) of the Maltese Companies Act (Cap. 386), we are required to consider whether
the information given in the directors’ report is compliant with the disclosure requirements of Article
177 of the same Act.
Based on the work we have performed, in our opinion:
• the directors’ report has been prepared in accordance with the Maltese Companies Act (Cap.
386);
• the information given in the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• in light of our knowledge and understanding of the Group and the Company and their
environment obtained in the course of the audit, we have not identified material misstatements
in the directors’ report.
Responsibilities of the Directors and Those Charged with Governance for the Financial
Statements
The directors are responsible for the preparation of financial statements that give a true and fair view
in accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the
Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the financial reporting process of the
Group and the Company.
INDEPENDENT AUDITOR'S REPORT - continued
73
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
74
To the Shareholders of JD Capital plc
Report on the Audit of the Financial Statements - continued
Auditor's Responsibilities for the Audit of the Financial Statements - continued
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provided those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current year and are
therefore the key audit matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
Report on the Statement of Compliance with the Principles of Good Corporate Governance
The Capital Market Rules issued by the Malta Financial Services Authority require the directors to
prepare and include in their Annual Report a Statement of Compliance with the Code of Principals of
Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Market Rules. The
Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97.
The Statement provides explanations as to how the Company has complied with the provisions of the
Code, presenting the extent to which the Company has adopted the Code and the effective measures
the Board has taken to ensure compliance throughout the accounting period with those Principles.
The Capital Market Rules also require the auditor to report on the Statement of Compliance prepared
by the directors.
We read the Statement of Compliance and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the financial statements included in the
Annual Report with respect to the information referred to in the Capital Market Rules 5.97.4 and
5.97.5. We also assessed whether the Statement of Compliance includes all the other information
required to be presented as per Capital Market Rules 5.97. Our responsibilities do not extend to
considering whether this statement is consistent with any other information included in the Annual
Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control
included in the Statement of Compliance cover all risks and controls, or form an opinion on the
effectiveness of the Company’s corporate governance procedures or its risk and control procedures.
In our opinion, the Statement of Compliance with the Principles of Good Corporte Governance has
been properly prepared in accordance with the requirements of the Capital Market Rules issued by the
Malta Financial Services Authority.
INDEPENDENT AUDITOR'S REPORT - continued
75
To the Shareholders of JD Capital plc
Report on Other Legal and Regulatory Requirements - continued
Report on compliance with the requirements of the European Sing le Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of
Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap.
281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the
“ESEF Directive 6”) on the annual financial report of JD Capital plc for the year ended 31 December
2024, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Annual Financial Report, including the
consolidated financial statements and the relevant mark-up requirements therein, by reference to
Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Auditor's responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual financial report,
including the consolidated financial statements and the relevant electronic tagging therein complies in
all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our
reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
• obtaining an understanding of the Company's financial reporting process, including the preparation
of the annual financial report, in accordance with the requirements of the ESEF RTS.
• obtaining the annual financial report and performing validations to determine whether the annual
financial report has been prepared in accordance with the requirements of the technical
specifications of the ESEF RTS.
• examining the information in the annual financial report to determine whether all the required
taggings therein have been applied and whether, in all material respects, they are in accordance
with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the annual report for the year ended 31 December 2024 has been prepared, in all
material respects, in accordance with the requirements of the ESEF RTS.
INDEPENDENT AUDITOR'S REPORT - continued
76
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 seven financial years.
This copy of the audit report has been signed by:
Conrad Borg (Principal)
for and on behalf of
RSM Malta
Registered Auditor
25 April 2025
JD CAPITAL PLC
Supplementary Statements - 31 December 2024
SUPPLEMENTARY STATEMENTS
Cost of sales
I
Selling and distribution expenses
II
Administrative expenses
III
JD CAPITAL PLC
Supplementary Statements - 31 December 2024
COST OF SALES
I

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

JD CAPITAL PLC
Supplementary Statements - 31 December 2024
SELLING AND DISTRIBUTION EXPENSES
II

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

JD CAPITAL PLC
Supplementary Statements - 31 December 2024
ADMINISTRATIVE EXPENSES
III

|  |  | Group |  | Company
|  | 2023 | 2024 | 2023 | 2024
|  | € | € | € | €
Salaries |  | 223,593 | 331,601 | 47,290 | 38,387
Directors' remuneration |  | - | - | 114,588 | 50,583
Directors' fees |  | 191,215 | 56,050 | 76,626 | 56,050
Auditor's remuneration |  | 58,713 | 36,341 | 17,405 | 15,611
Depreciation |  | 6,915 | 6,381 | - | -
Professional fees |  | 138,896 | 159,667 | 119,405 | 98,324
Trading expense (MSE) |  | 16,148 | 6,507 | 16,148 | 6,507
Printing and stationary |  | 9,973 | 7,703 | - | -
Bank charges |  | 93,786 | 27,231 | 2,883 | 713
Telecommunication |  | 64,938 | 45,290 | - | -
Insurance |  | 210,828 | 181,976 | - | -
Travel expenses |  | 12,768 | 4,201 | - | -
General expenses |  | 46,847 | 30,632 | 1,956 | 173
Company registration fee |  | 2,910 | 3,110 | 1,200 | 1,400
Staff welfare |  | 41,213 | 20,409 | - | -
Entertainment |  | 10,644 | 35,879 | - | -
Uniforms |  | 2,984 | 4,510 | - | -
Repairs and maintenance |  | 4,514 | 2,272 | - | -
Amortisation of bond issue costs |  | 84,236 | 34,452 | 84,236 | 34,452
Penalties |  | 106,030 | 19,118 | - | -
Write- | offs | 98,900 | - | - | -
|  | 1,426,051 | 1,013,330 | 481,737 | 302,200