REG - Quadrise PLC - Final Results and Notice of AGM
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RNS Number : 1079B Quadrise PLC 29 September 2025
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29 September 2025
Quadrise plc
("Quadrise", "QED", the "Company" and together with its subsidiaries the
"Group")
Final Results
Notice of AGM and Investor Presentation
Quadrise plc (AIM: QED), the technology company focused on the
decarbonisation of shipping and heavy industry through deployment of low
emission fuels and biofuels, announces its audited final results for the year
ended 30 June 2025.
Chairman Andy Morrison, incoming CEO Peter Borup, CTO Jason Miles and CFO
David Scott will provide a live presentation relating to the final results via
the Investor Meet Company platform on 2 October 2025 at 12:00 noon BST -
registration details for which are outlined below.
The financial year ending 30 June 2025 marked a pivotal point for Quadrise as
we laid the groundwork for commercialisation. Our primary objective has been
to ensure that we possess the necessary human and financial resources to fully
realise the potential of the Company's innovative technology, with a strategic
focus on the marine sector.
Progress on our project pipeline during the year was slower than anticipated.
We have nonetheless made meaningful strides in strengthening the business and
advancing key initiatives. In January 2025 we completed a successful,
oversubscribed fundraise, which has provided the financial strength to execute
our business plan and considerably strengthen the team.
During the year, we recruited personnel with extensive additional marine
sector expertise and restructured the management team to position the Group to
drive forward commercial progress. These leadership changes significantly
enhance our capacity to deliver our strategic goals.
Dr. Linda Sorensen was appointed as Head of Marine, a newly created role aimed
at accelerating our marine business, and seasoned shipping executive Tony
Foster was appointed to the Board as a non-executive director. From 1 June
2025, Jason Miles transitioned to the role of Chief Technology Officer to
concentrate on technology development and project deployment, while we
initiated the recruitment of a new Chief Executive Officer.
Earlier this month, we were pleased to announce the appointment of Peter Borup
as CEO, effective 1 October 2025. Peter brings over 30 years of experience in
the shipping industry, having held senior roles at A.P. Moller-Maersk, D/S
Norden, Lauritzen Bulkers, and NORVIC Shipping International. His industry
knowledge and decarbonisation expertise will be instrumental in driving our
technology towards commercialisation. We are delighted to welcome him to the
management team and the Board.
Our vision remains firmly focused on the decarbonisation of shipping, with our
projects aligned around creating supply and demand in key marine hubs. Beyond
shipping, our technology has attractive use cases in other industries such as
power generation where we continue to advance exciting project opportunities.
The organisational changes we have implemented have already led to a
noticeable strengthening of our business development pipeline.
Operational Update:
· Marine - Following the signature of the binding trial agreement
between Quadrise, MSC Shipmanagement Ltd ("MSC") and Cargill NV ("Cargill") in
November 2024, further progress has been made, including execution of the
MAC² services agreement in April 2025, the securing of operating permits and
a dedicated bunker barge, and inspection of the MSC Leandra in collaboration
with Auramarine. Site groundworks have been completed at MAC² and the trial
equipment has been procured and assembled, ready for shipment to Antwerp.
While agreements between MSC, Cargill, and Quadrise have taken longer than
expected to finalise, discussions are progressing and remain constructive.
Upon signature, installation and commissioning of the Company's trial
equipment at the MAC² terminal will take place ahead of fuel production and
the Proof-of-Concept tests. The bioMSAR™ LONO trial is planned to complete
6-8 months after the 2-month long Proof-of-Concept tests of MSAR(®) and
bioMSAR™. During the LONO trial the parties intend to conclude a Commercial
Supply Agreement and secure bioMSAR™ bunker supply operations to the marine
sector by Cargill from MAC(2) facilities in Antwerp and Bruges on a permanent
basis in anticipation of a successful trial conclusion.
· Americas - In December 2024, Quadrise signed a Material Transfer and
Trial Agreement with Sparkle Power S.A. for proof-of-concept and emissions
testing of MSAR® and bioMSAR™ at its 50MW El Giral power plant in Panama.
The trials successfully concluded in July 2025 and involved on-site fuel
production using a 5-tonne-per-hour MMU with combustion of MSAR(®) and
bioMSAR™ over a 24 hour period to generate power for the national grid.
These trials validated the commercial viability of MSAR(®) and bioMSAR™ and
marked their first successful use on Everllence medium-speed 4-stroke engines,
significantly expanding the market potential of our fuels. Following this
milestone, Quadrise and Sparkle are now progressing fuel permitting and
confirming commercial supply arrangements for Panama.
· Morocco - Following the signature of a Commercial Framework Agreement
with OCP in May 2024, preparations were made for a 30-day commercial trial at
their Jorf Lasfar site. OCP has since relocated the trial to a newer
production line and kiln. The transferred trial requires final OEM approval
before proceeding. Quadrise and OCP are now working to obtain this OEM
approval, and the trial is expected to commence once received, with the trial
equipment already on-site.
· Utah - In January 2025, Quadrise and Valkor signed an addendum to
their 2023 Site License and Supply Agreement, outlining a series of payments
totalling $1.5 million for licensing and equipment, alongside quarterly
support fees. Slower-than-expected production growth at Valkor's Utah
operations has delayed site development and marketing efforts, resulting in a
delay to the initial $350,000 tranche of the license fee due in January 2025.
Quadrise and Valkor have recently agreed an updated timetable regarding
payment of this fee and the deployment of Quadrise equipment to Valkor's site.
· bioMSAR™ - Significant progress has made over the past year, with
our R&D team successfully engine testing bioMSAR™ blends with B30 and
B50 biofuels, and a bioMSAR™ Zero formulation using 100% waste-based
feedstocks. Testing on each demonstrated improved engine efficiency as well as
NOx and CO₂ emissions reductions when compared to diesel. Joint Development
Agreements with Licella Holdings Ltd and Alder Energy LLC to explore renewable
feedstocks were signed, with initial lab testing now underway and diesel
engine trials planned within 12 months. Collaborations with BTG Bioliquids BV
and Vertoro BV continue to explore additional bio-based inputs. Lifecycle
analysis aligned with regulatory guidelines and ISCC certification processes
are progressing, ensuring transparency and compliance as biofuels become
increasingly vital under emerging regulatory frameworks such as the EU
Emissions Trading System, FuelEU Maritime and the IMO Net-Zero Framework.
Financial Summary:
· Loss after tax of £3.1m (2024: £2.9m), of which of £1.6m (2024:
£1.5m) is attributable to production and development costs and £1.6m (2024:
£1.3m) relates to administrative and corporate expenses.
· Loss per share for the year of 0.17p (2024: 0.18p).
· Total assets of £10.4m as at 30 June 2025 (2024: £6.7m).
· Cash balances as at 30 June 2025 of £5.9m (2024: £3.0m).
· Cumulative tax losses of £68.0m (2024: £64.7m) potentially available
for set-off against future profits.
Andy Morrison, Chairman of Quadrise, commented:
"This past year has seen Quadrise take firm steps to advance our journey
toward commercialisation. While project progress has been slower than hoped,
we have nevertheless achieved significant milestones that have strengthened
the financial and strategic position of the Company.
"Crucially, global regulation is firmly aligned with our mission. The IMO's
Net-Zero Framework and new EU carbon regulations are accelerating demand for
viable decarbonisation technologies. The Company is well-positioned to address
this demand with our bioMSAR™ and bioMSAR Zero™ fuels, which offer
cleaner, cost-effective alternatives for marine transport.
"With a robust financial foundation, a further enhanced executive team and a
regulatory tailwind, Quadrise is enviably placed to play a leading role in the
decarbonisation of shipping. I would like to thank our team, shareholders, and
partners for their unwavering support."
Notice of Annual General Meeting
Quadrise also gives notice that the Company's Annual General Meeting ("AGM")
will be held at 12 noon on 28 November 2025 at Eventspace at Salisbury House
114 London Wall, London EC2M 5QD.
Investor Presentation via Investor Meet Company.
Chairman Andy Morrison, incoming CEO Peter Borup, CTO Jason Miles and CFO
David Scott will provide a live presentation relating to the final results via
the Investor Meet Company platform on 2 October 2025 at 12:00 noon GMT .
The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via the Investor Meet Company dashboard up
until 2 October 2025 at 09:00 GMT, or at any time during the live
presentation.
Investors can sign up to Investor Meet Company for free and register to join
the Quadrise results meeting
via: https://www.investormeetcompany.com/quadrise-plc/register-investor
(https://url.avanan.click/v2/r02/___https:/www.investormeetcompany.com/quadrise-plc/register-investor___.YXAxZTpzaG9yZWNhcDphOm86MDI0NzY5ZTQ4ZDg4YTcxNzFmZDUzNzlkYTllYzVjOWE6NzphOTYwOjA0MmE1ZmY2NzRjOTQ2M2Q5ZDJiMDUxNzVkYTg4ZDM5YWM3MWE5NGRjYmM2NmFiOTliZDUwYjYzMjA2ZDcwMDk6cDpUOk4)
Investors who already follow Quadrise on the Investor Meet
Company platform will automatically be invited.
For further information please contact:
Quadrise Plc +44 (0)20 7031 7321
Andy Morrison, Chairman
Jason Miles, Chief Technology Officer
Nominated Adviser
Cavendish Capital Markets Limited +44 (0)20 7220 0500
Ben Jeynes
Katy Birkin
George Lawson
Joint Brokers
Shore Capital Stockbrokers Limited +44 (0)20 7408 4090
Toby Gibbs, Harry Davies-Ball (Corporate Advisory)
Fiona Conroy (Corporate Broking)
VSA Capital Limited +44 (0)20 3005 5000
Andrew Raca (Corporate Finance)
Andrew Monk (Corporate Broking)
Public & Investor Relations
Tavistock Communications (Financial PR & IR) +44 (0) 20 7920 3150
Simon Hudson
Nick Elwes
Ruairi Millar
BLUE Communications Limited (Marine/Trade PR)
Rhys Thomas +44 (0)7595 227750
Sam Deacon +44 (0)7527 558846
About Quadrise
Quadrise is the supplier of MSAR(®) and bioMSAR™ emulsion technology and
fuels, providing innovative lower cost and lower carbon alternatives to fuel
oil and biofuels in the global power generation, shipping, industrial and
refining industries.
Learn more: www.quadrise.com (http://www.quadrise.com)
Chair's Statement
Review of the Year
The financial year ending 30 June 2025 marked a pivotal phase for Quadrise as
we continued to lay the groundwork for commercialisation. Our primary
objective has been to ensure that the Company possess the necessary human and
financial resources to fully realise the potential of our technology, with a
strategic focus on the marine sector.
Progress on our project pipeline has been slower than anticipated. We have
nonetheless made meaningful strides in strengthening the business and
advancing key initiatives. In January 2025 we completed a successful,
oversubscribed fundraise, providing us with the financial strength to execute
our business plan and enabling us to considerably strengthen the team.
During the year, we recruited personnel with extensive marine sector
expertise. Dr. Linda Sorensen was appointed as Head of Marine, a newly created
role aimed at accelerating our marine business, and seasoned shipping
executive Tony Foster was appointed to the Board as a non-executive director.
From 1 June, Jason Miles transitioned to the role of Chief Technology Officer
to concentrate on technology development and project deployment, while we
initiated the search for a new Chief Executive Officer.
Earlier this month, we were pleased to announce the appointment of Peter Borup
as CEO, effective 1 October. Peter brings over 30 years of experience in the
shipping industry, having held senior roles at A.P. Moller-Maersk, D/S Norden,
Lauritzen Bulkers, and NORVIC Shipping International. His industry knowledge
and decarbonisation expertise will be instrumental in driving our technology
towards commercialisation. We are delighted to welcome him to the management
team and the Board. These leadership changes significantly enhance our
capacity to deliver our strategic goals.
Our vision remains firmly focused on the decarbonisation of shipping, with our
projects aligned around creating supply and demand in key marine hubs. Our
technology has attractive use cases in other industries such as power
generation where we continue to advance exciting project opportunities. The
organisational changes we have implemented have already led to a noticeable
strengthening of our business development pipeline.
Our projects have each advanced during the year. Most recently, we were
pleased to confirm a successful trial at the Sparkle Power SA plant in Panama,
which paves the way for commercial agreements and for discussions with other
regional power producers. The trial marked a significant milestone; the first
tests of MSAR(®) and bioMSAR™ on Everllence (formerly MAN Energy Solutions)
4-stroke engines, thereby broadening our addressable market.
Following the signature of the MSC trial agreements in November, we have
prepared the trial equipment and are now awaiting the signature of bilateral
agreements between MSC and Cargill, and Quadrise and Cargill. Whilst these
agreements have taken longer to finalise than anticipated, we remain in
dialogue with all parties and are confident in their eventual completion.
Progress with Valkor Technologies has been hampered by slower than expected
ramp-up in their oil production and the resulting financial constraints. Both
parties remain committed to progress, and a revised timetable was recently
agreed regarding payment of the initial $350,000 licence fee originally due to
the Company in January 2025 and the deployment of Quadrise equipment to site.
In Morocco, both OCP and Quadrise are working to obtain the OEM approval and
support required to proceed with the commercial trial. Following the
relocation of the trial to an alternative OCP site, all necessary equipment is
in place for the trial upon receipt of approval.
Quadrise technology is applicable to a wide range of industries and sectors,
but we have determined that the sector with the best chance for early
adoption, and thus early commercialisation, is marine transport. Global
shipping accounts for a material percentage of the world's greenhouse gas
emissions and provides us with an estimated addressable market of some $210
billion annually today. Shipping companies and their freight buyers are now
among the leaders in the drive to phase out fossil fuels to mitigate climate
change and are supported in this endeavour by a growing body of regulation.
Earlier this year the International Maritime Organization's (IMO) Marine
Environment Protection Committee (MEPC) approved the Net-Zero Framework (NZF),
a landmark global regulatory framework combining mandatory emissions limits
and a global pricing mechanism to drive the shipping industry toward net-zero
greenhouse gas emissions by or around 2050. Formal IMO adoption is planned in
October 2025 for the NZF to come into effect in spring 2027, and will apply to
ships over 5,000 gross tonnage, accounting for some 85% of international
shipping CO₂ emissions. These regulations, alongside mounting pressure from
external stakeholders, are driving the industry to seek viable decarbonisation
technologies that are available now. Our vision is to position Quadrise at the
forefront of this transformation.
A key priority in our commercialisation journey is developing a robust supply
chain. Our licensing-based business model requires partnerships with terminal
operators, bunkering companies, and refineries with access to heavy oil
residuals, to ensure end users can access our fuels wherever they are needed.
We aim to generate revenue through licence fees or tolling arrangements, with
the fuels themselves being provided to end users by our supply partners. The
supply chain development process is being accelerated with the appointment of
Phil Hill as Chief Commercial Officer who is now leading this process. We
expect increased interest from potential supply partners as we progress
towards commercial contracts with end users.
Financial Results
The consolidated after-tax loss for the year to 30 June 2025 was £3.1m (2024:
£2.9m), resulting in a loss per share for the year of 0.17p (2024: 0.18p).
Production and development costs of £1.6m (2024: £1.5m) comprise the costs
of the Group's R&D facility in Essex, its operational staff and
consultants, and ongoing bioMSAR™ and MSAR(®) development costs. These
costs are largely related to fixed costs with the slight increase due to
increased R&D costs.
Administration expenses of £1.6m (2024: £1.3m), comprise the Group's
corporate staff and directors' costs and professional advisor fees and
bought-in marketing services, with the increase in costs due to additional
expenditure across each of these categories.
At 30 June 2025, the Group had total assets of £10.4m (2024: £6.7m). The
most significant balances were cash of £5.9m (2024: £3.0m), reflecting the
successful and oversubscribed fund raise of £6.5m in January; intangible
assets of £2.9m (2024: £2.9m); and property, plant and equipment of £0.8m
(2024: £0.4m). The Group has tax losses arising in the UK of approximately
£68.0m (2024: £64.7m) that are potentially available to be carried forward
against any future profits.
Governance
Following year end, the Board decided to adopt the Quoted Companies Alliance
Corporate Governance Code (the 'QCA Code'), instead of the UK Corporate
Governance Code (the 'UK Code'). The QCA Code is tailored for small to
medium-sized publicly traded companies, whereas the UK Code applies to
premium-listed companies and is typically adopted by larger organisations. We
report under the UK Code this year as this was in place throughout the
financial year. We will in future years report under the QCA Code, simplifying
our reporting and aligning with most AIM-listed companies.
Outlook
The global regulatory and commercial environment continues to support the
adoption of our technology. The IMO is leading the way on shipping, having
published its GHG Strategy roadmap for member states in 2023 which called for
a reduction in emission intensity of international shipping of at least 40% by
2030. It also included what it called 'a new level of ambition' for the uptake
of zero or near-zero GHG emission technologies, fuels and/or energy sources
which are to represent at least 5%, striving for 10% of the energy used by
international shipping by 2030.
Next month will see a meeting of the IMO MEPC, during which these net-zero
regulations will be considered with a view to adoption by member states. In
the event they are not adopted as expected, transition fuels such as ours are
likely to benefit from any uncertainty surrounding the future direction of the
marine fuels market.
Additionally, new EU regulations such as FuelEU Maritime, effective since
January this year, will impose fines for non-compliance by vessels entering EU
waters with carbon emission standards that become more stringent year-on-year.
This move is likely to generate increased industry focus on emissions
reduction technologies such as those offered by Quadrise. We therefore
continue to advance our bioMSAR™ and bioMSAR Zero™ technologies through
joint development and testing with partners seeking to deliver cleaner
biofuels at a lower cost than the alternatives.
We remain confident that our technology offers a sustainable long-term
solution for the marine transportation sector. New and existing projects are
expected to further validate the product-market fit of our products and lead
to commercial opportunities during the coming year.
The Board believes that Quadrise now has the strengthened leadership team, the
financial resources and the regulatory momentum to take advantage of our
technology's potential. We are well-positioned to realise our vision of
decarbonising the shipping industry. I extend my gratitude to our dedicated
team, our shareholders and our development partners as we look forward to a
transformative year ahead.
Andy Morrison
Chair
26 September 2025
Operational Review
The Decarbonisation opportunity
The global shipping sector continues to face increasing pressure to
decarbonise. With regulators, customers, and financiers demanding tangible
action, the pace of technological adoption is accelerating. The industry needs
practical, scalable, and cost-effective solutions for immediate emissions
reductions.
The Company's technology provides a path for industry, power providers and the
transport sector to reduce fuel costs while at the same time reducing
emissions. Our patented blending technology produces highly stable MSAR(®)
and bioMSAR™ emulsion fuels.
· MSAR(®) our synthetic fuel oil is supplied at lower energy cost and
is available for customers to trial today. When compared to conventional fuel
oil, it reduces CO(2) emissions by up to 10% in diesel engines by lowering
fuel consumption (further lowering costs) as well as lowering emissions of
nitrogen oxides and particulates.
· bioMSAR™ incorporates renewable biofuel components to produce a
synthetic biofuel that offers all the benefits of MSAR(®) but with 20-30%
less CO(2) than fuel oil and cost savings of approximately 10% compared to
standard biofuels.
· The Company is also in the process of developing a commercially
competitive net-zero carbon emission fuel, 'bioMSAR™ Zero', by replacing the
hydrocarbon element of bioMSAR™ with zero-carbon or carbon-negative
substitutes to achieve a lower emission, lower cost biofuel.
Project Status
Marine
Our key project with MSC Shipmanagement, which operates the largest shipping
container fleet in the world, is designed to demonstrate that Quadrise can
play an important role in the decarbonisation of shipping. The project covers
trials of MSAR(®) and bioMSAR™ fuels on board an operationally active MSC
vessel (the MSC Leandra V) ahead of commercial supply to MSC upon successful
trial completion.
The fuels for the trial are to be produced using a Quadrise Multi-fuel
Manufacturing Unit ('MMU') and associated equipment, which will be installed
at the MAC² bunker facility in Antwerp, Belgium. MSAR(®) and bioMSAR™
fuels will then be produced using fuel oil and glycerine feedstocks supplied
by Cargill, who will also be responsible for managing bunkering operations
together with third parties to store and deliver the fuel batches to the MSC
vessel. During the LONO trial the parties expect to conclude a Commercial
Supply Agreement and secure bioMSAR™ bunker supply operations to the marine
sector by Cargill from MAC(2) facilities in Antwerp and Bruges on a permanent
basis.
The trial will comprise initial Proof of Concept ("POC") tests of MSAR(®) and
bioMSAR™, which are expected to take 2-3 months to complete, followed by
4,000 hours of operation on bioMSAR™ to obtain a Letter of No Objection
("LONO") from the engine manufacturer, Wärtsilä. The bioMSAR™ LONO trial
is expected to conclude 6-8 months following completion of the POC tests. It
is estimated that approximately 12,000 tonnes of Quadrise fuels will be
consumed over the trial period.
Progress in this project has been made during the year as follows:
· In November 2024, the Company signed the binding three-way
Collaboration and Operational Trial Agreement with MSC and Cargill, paving the
way for vessel trials on board the MSC Leandra.
· Drafting of the Cargill tolling agreement has been completed, along
with related fuel supply arrangements, with the execution of the MAC²
services agreement completed in April 2025.
· ISCC certification and bunker permits were secured with the Company
supporting both MSC and Cargill in gaining a dedicated bunker barge for the
trial duration.
· Site preparation at MAC² has also advanced with concreting works
completed and essential Quadrise manufacturing equipment procured.
· Our teams, alongside Auramarine, with whom the Company also signed a
collaboration agreement, have also conducted inspections of the MSC Leandra,
which will host the forthcoming trial.
Bilateral agreements between MSC and Cargill, and Quadrise and Cargill remain
pending. These agreements have taken much longer to finalise than anticipated,
but we remain in dialogue with all parties and are confident in their
completion.
The parties are ready to commence proof-of-concept testing and the LONO trial
following signature of the bilateral agreements and installation of the
Quadrise equipment at the MAC(2) site. Once underway, this trial will
demonstrate the performance, reliability, and regulatory compliance of our
technology under extended service conditions.
Alongside its MSC project, the Company continues to build the marine business
development pipeline and internal capabilities aimed at accelerating the
commercialisation of MSAR(®) and bioMSAR™. In November 2024, Quadrise also
signed a Collaboration Agreement with Auramarine of Finland, known for their
expertise in marine fuel systems. This collaboration is already delivering new
sales opportunities to help the shipping industry comply with more stringent
and demanding environmental regulations.
Morocco
Our project with OCP SA ("OCP") a major international manufacturing and mining
group in Morocco, aims to help establish MSAR(®) supply in the Mediterranean,
a significant region for marine trade and bunkering due to its strategic
location.
Following the successful demonstration test of MSAR(®) and bioMSAR™ at an
OCP site in 2023, a Commercial Framework Agreement ("CFA") was signed in May
2024. Under the CFA, a further paid-for 30-day MSAR(®) trial at OCP's Jorf
Lasfar site was agreed to expand the opportunity for both OCP and Quadrise and
to progress commercial supply discussions. Payment for the trial has already
been received.
In Q1 2025, OCP decided to relocate the planned trial to a new production line
and associated kiln, requiring approval and technical support from the
original equipment manufacturer ("OEM") in order to progress.
The trial equipment is on-site, and the Company is in active dialogue with OCP
to expedite this project, with the trial expected to commence immediately
after approval and support from the OEM is obtained.
Americas
In Panama, Quadrise is progressing plans to establish a regional supply base
for MSAR(®) and bioMSAR™, with local power generators driving initial
demand. An agreement was signed in December 2024 with Sparkle Power S.A.
("Sparkle"), a Panamanian power generator, for proof-of-concept and emissions
testing of MSAR(®) and bioMSAR™ at its 50MW El Giral power plant.
The trials were successfully concluded in July 2025. They involved the
installation of a 5-tonne-per-hour MMU to produce MSAR(®) and bioMSAR™,
with the fuels then combusted over a 24-hour period to generate power for the
Panama electricity grid.
The trials validated the expected performance of MSAR(®) and bioMSAR™ at
the Sparkle plant and marked the first application of Quadrise
technology on Everllence (formerly MAN Energy Solutions) 4-stroke engines,
expanding the commercial potential of these fuels across additional engine
types in energy-intensive sectors seeking cost-effective decarbonisation
solutions.
We are now planning the next steps towards fuel permitting and commercial
supply.
US Low Carbon Fuels
Our collaboration with Valkor in Utah, USA, is focused on supplying MSAR(®)
and bioMSAR™ fuels to the marine and power sectors. Valkor holds interests
in multiple projects at the Asphalt Ridge site and is working towards
delivering commercial volumes of heavy oil for conversion into MSAR(®) and
bioMSAR™. These volumes will support site trials by potential customers
which are then expected to lead to commercial fuel supply agreements.
The oil being extracted by Valkor features low carbon intensity and very low
sulphur content, making it suitable for conversion into MSAR(®) or bioMSAR™
fuels that also comply with IMO regulations without requiring carbon-intensive
refining processes.
In January 2025, Quadrise and Valkor signed an addendum to the 2023 Site
License and Supply Agreement (SLS Agreement). Production growth at Valkor's
Utah operations has however been slower than anticipated in 2025. Current
output levels are not yet supporting the development of midstream operations
and marketing. Although Valkor expects this issue to be resolved soon, the
$350,000 payment originally due on 31 January 2025 under the addendum was not
paid. Quadrise and Valkor have recently agreed an updated timetable regarding
payment of this fee and the deployment of Quadrise equipment to Valkor's site,
the terms of which are as follows:
· A license fee of $1.0 million, with $50,000 million due
immediately, $0.30 million due by March 31, 2026 and the remaining $0.65
million by June 30, 2026.
· $0.2 million for the supply of a 600 bpd Multifuel Manufacturing
Unit (MMU) by September 30, 2026, plus an additional $0.3 million upon
delivery of a full-scale 6,000 bpd MMU.
· Quarterly payments of $75,000 starting in Q3 2026 for a minimum
of two years, covering engineering, process design, commissioning, site
operations, compliance, and project development support.
Additionally, Quadrise and Valkor have previously agreed to a non-binding
Heads of Agreement outlining the framework for a conditionally exclusive
Sub-License Agreement for Valkor in Utah, including terms for profit-sharing
from bioMSAR™ and MSAR(®) fuel sales.
Despite these delays, the parties remain committed to advancing the project
and delivering commercial volumes of heavy oil for conversion into MSAR(®)
and bioMSAR™ fuels.
Product Development
Technology leadership underpins our business and projects. Our bioMSAR™
development strategy focuses on sustainable biofuel residuals and byproducts
that cannot be used as "drop-in" marine fuels today. These streams are
available from suppliers at a discount to conventional biofuels per unit
energy and carbon avoided, such as glycerine, residual methyl esters, fatty
acids and oleins. Biooils from biomass wastes offer abundant and scalable
biofuel solutions for the future of the marine sector according to the Mærsk
Mc-Kinney Møller Centre for Zero Carbon Shipping. Quadrise are partnering
with the main technology providers in this sector developing fast-pyrolysis,
solvolysis and hydrothermal liquefaction (HTL) marine fuel solutions for waste
biomass.
Over the past year, our R&D team has delivered tangible results towards
developing bioMSAR Zero™ a sustainable B100 biofuel.
· We completed successful testing of bioMSAR™ blends similar to B30
biofuel which showed over 38% CO2 reductions, 3-7% enhanced diesel engine
efficiency, and 43-59% NOx emission reductions compared to diesel.
· We tested bioMSAR™ formulations with 67% B50 biofuel and 33% water,
producing 39% lower CO2 emissions, 7-8% engine efficiency improvements, and
29% NOx reduction compared to diesel.
· Our development of bioMSAR™ Zero, combining 100% waste-based methyl
esters and glycerine, resulted in 85% lower CO2 emissions, 9-10% engine
efficiency improvements, and 18% NOx reduction compared to diesel.
Quadrise is also continuing to advance its joint development with Vertoro BV
to develop bioMSAR™ formulations using crude sugar oil ("CSO™") from their
new solvolysis pilot plant. Vessel trials of bioMSAR™ with Focus Motor
Yachts and others are being planned during the next 6 months.
In March 2025 Quadrise signed a joint development agreement ("JDA") with
Licella Holdings Ltd ("Licella"). Under the JDA, the Company and Licella have
been collaborating on the use of Licella's Cat-HTR™ bio-intermediate as a
potential cost-effective renewable feedstock for bioMSAR™ and bioMSAR™
Zero. Initial lab testing is ongoing at the Quadrise Research Facility, which
if successful is expected to lead to lab-scale diesel engine tests within 12
months. Subject to the outcome of these elements and to the agreement of both
parties, third-party testing in marine diesel engines would then be completed
with a view to potential commercial vessel testing of the fuel.
In June 2025 Quadrise signed a JDA with renewable fuel technology experts
Alder Energy LLC. The collaboration is assessing Alder Pyrolysis Sugars as a
renewable feedstock for bioMSAR™ and bioMSAR™ Zero. Initial lab work at
the Quadrise Research Facility is underway and will be followed by small-scale
diesel engine tests at Aquafuel later this year, with potential marine diesel
engine trials within 12 months if successful. During the period, Quadrise also
continued to advance testing with BTG Bioliquids BV using fast pyrolysis oil
and sugars, with commercial partners being sought to fund larger-scale engine
tests and development.
Lifecycle analysis of bioMSAR™, aligned with IMO interim guidelines, is also
underway, and International Sustainability and Carbon Certification ('ISCC')
EU certification processes are progressing to ensure transparency and
assurance for clients. ISCC is a globally recognised system that verifies the
sustainability and traceability of biomass, biofuels, and other renewable
energy sources. The ISCC EU variant is specifically designed to ensure
compliance with the European Union's Renewable Energy Directive (RED II and
RED III), the EU Emissions Trading System and FuelEU Maritime.
The Company is continually looking to advance its bioMSAR™ and bioMSAR™
Zero technologies. Through joint developments and commercial discussions, the
Company is working to secure feedstocks to deliver cleaner fuels at a lower
cost than alternatives at the scale needed to deliver its strategy in the
medium term.
Operational Outlook
Our operational focus in the year ahead remains on the successful execution of
the MSC and Cargill trial. Delivering this will be a very significant catalyst
for growth, demonstrating to the wider shipping industry that our technology
is ready for large-scale adoption. We also continue to expand our marine
client pipeline, as well as our project opportunities in Morocco, USA and the
Americas, supporting demand and stimulating supply of our fuels around global
marine bunkering hubs. Our recent leadership appointments significantly
enhance our capacity to deliver these strategic goals.
Through collaboration with our partners and the dedication of our technical
teams, the Company is confident that we are positioned with a strong platform
to convert our technology into lasting commercial, environmental and
shareholder value. Momentum is building and Quadrise is ready to play a key
role in helping enable the decarbonisation of the shipping and other
industries. We believe that our unique emulsion fuel technology positions the
Company in the right place at the right time to deliver its vision.
Jason Miles
Chief Technology Officer
26 September 2025
Strategic Report
For the year ended 30 June 2025
Principal Activity
The principal activity of the Company is to develop markets for its
proprietary emulsion fuels, MSAR(®) and bioMSAR™ as low-cost, more
environmentally friendly substitutes for conventional heavy fuel oil ("HFO")
and biofuels for use in large marine diesel engines, power generation plants
and industrial applications.
Business Review and Future Developments
A full review of the Group's activities during the year, recent events and
future developments is contained in the Chair's Statement and Operational
Review.
Key Performance Indicators
The Group's key performance indicators are:
· Performance against its annual plan, including project timetables
established with partners and clients, and
· Financial performance and position against the approved budgets and
cashflow forecasts.
The Board regularly reviews the Group's progress against the key performance
indicators above, with a review held at least monthly with Non-Executive
Directors. The commercial performance of the Company and each of the Company's
key projects and business development opportunities are discussed at length in
the Chair's Statement and Operational Review.
Each year, a detailed two-year budget and cash forecast is prepared by the
Executive team and following a comprehensive review process, is then approved
by the Board. Performance against budget and updated cash projections are
included within the monthly management accounts issued to and reviewed by the
Board.
For the year ended 30 June 2025, progress against the Group's business model
was slower than anticipated, with delays to key projects as discussed in the
Chair's Statement and Operational Review. The financial performance of the
Group was ahead of budget due to lower than forecast expenditure on
operations, staff and consulting costs and net project expenditure.
Going Concern
As at 30 June 2025, the Group had a cash balance of £5.9m. These funds are
expected to be sufficient to cover net project expenditure and fixed costs up
to the generation of sustainable positive cashflows, with these now forecast
to commence in Q1 2027. The basis for these expectations is the Group business
model, budget and business plan, and sensitivity analysis, which have been
reviewed and approved by the Board. The model comprises the financial
forecasts associated with each project opportunity deemed to have a realistic
chance of progressing, with assumptions based on the latest market
information, agreements with counterparties and the status of discussions.
The Directors have determined that, based on the forecasts up to 31 December
2027, the Group and Company can continue to operate as a going concern without
further funding being required. Notwithstanding the Board's confidence, there
are currently no binding agreements in place in respect of commercial
revenues.
The Directors have concluded that it is appropriate to prepare the Group and
Company financial statements on a going concern basis. For further details
behind the judgments and estimations used by the Directors in reaching this
determination, refer to note 2.4.
Longer term viability statement
In reaching its conclusion on the going concern assessment and longer-term
viability of the Group, the Board reviewed the Group's three-year cash flow
forecasts which cover the period to revenue generation and positive cashflow.
This period is applicable because it extends to the point at which the Group
is forecast to be generating sustainable positive cashflows. The Board
reviewed the underlying assumptions in this cashflow, together with
sensitivity analysis performed on these projections. The Board believes these
forecasts are based on a prudent assessment of the Group's prospects and
target markets, taking account of reasonably possible scenarios given current
market and economic conditions. The risks outlined below have been considered
by the Board in their determination of longer-term viability, most
significantly 'Delay in commercialisation of MSAR(®) and funding risks' and
'No profit to date'.
In its sensitivity analysis and review of underlying assumptions, which cover
these risks, the Board looked at delays in project timelines or that certain
projects might not be realised. The impact on the Company's longer-term
viability is that the timing and level of funds required to take the Group to
the point of sustainable positive cashflows is then affected. However, the
Board consider that the Group remains viable in the longer term under the
sensitivities modelled.
The Board therefore has a reasonable expectation that the Group will be able
to continue in operation and meet its liabilities as they fall due over the
period of their assessment, provided project progress proceeds in line with
expectations.
Climate Change
As discussed in both the Chair's Statement and Operational Review, our
bioMSAR(TM) technology offers an alternative to HFO with over 25% lower CO(2)
emissions. The Directors note that recent outcomes of COP29 have reaffirmed
the global commitment to a just and timely transition to net-zero by 2050.
This growing emphasis on practical decarbonisation presents our Company with
expanding opportunities to help marine, power, and industrial clients
implement cost-effective solutions to cut emissions. Government actions to
reduce climate change therefore provide opportunities to Quadrise, but the
Board acknowledges that the Company may also be presented with additional
risks due to these actions.
Risks, including those introduced by climate change and governmental actions
to reduce climate change, are discussed in the next section.
Principal Business Risks
Each year in the second quarter, the Audit Committee assists the Executive
Team in a structured zero-based re-assessment of the Company's principal and
emerging risks. The review considers each operational sector and risks are
then triaged for the Company as a whole. The risk level is determined by its
probability, its potential impact on the Company, and whether these factors
have increased or decreased over the last 12 months. A summary of "Principal
Risks and Uncertainties" is reviewed at a Board meeting. Subsequently a Risk
Mitigation Strategy and Action Plan is incorporated into the annual Business
Planning exercise conducted in June each year.
The principal risks identified during this exercise, ranked in order of the
likelihood of occurrence, are set out below. These may not include all the
risk factors that could affect future results. Actual results could differ
materially from those anticipated because of these and various other factors,
and those set forth in the Group's other periodic and current reports filed
with the authorities from time to time.
Delivery of MSC marine project
There is a risk that the vessel trial and commercialisation of the marine
project for MSAR(®) and bioMSAR™ with MSC could be delayed further, or
unforeseen technical and/or commercial challenges arise. The mitigation is our
ongoing engagement with partners, and our focus on building up the project
pipeline with more shipping clients.
Receipt of funds from Valkor
The Company's cashflow forecasts assume the receipt of an aggregate of US$1.5m
(approx. £1.2m) of license fees from Valkor, which, together with the £5.9m
cash balance as of 30 June 2025 is expected to be sufficient to cover net
project expenditure and fixed costs up to the generation of sustainable
positive cashflows, with these now forecast to commence in Q1 2027. At the
date of this report, there remains a risk that the $1.5m from Valkor is either
not received, reduced in amount, or is significantly delayed, in which event
the Company's ability to progress its projects will be at risk without further
funding. The Group mitigates this risk by maintaining strong control over its
pre-revenue expenditure, as well as by actively evaluating strategic
initiatives that would de-risk and/or facilitate the delivery of the Group's
key objectives.
Market scope and risk
Faced with pressure to move away from hydrocarbons, the Group still needs to
progress its MSAR(®) and bioMSAR™ endeavours into a volume business. The
Group addresses this challenge by continuing to promote the immediate and
practical environmental contribution of MSAR(®) and bioMSAR™ to the
shipping industry. The Group further mitigates this risk by promoting the
applicability of Quadrise technology to other sectors such as in the power
generation and industrial sectors discussed in the Operational Review. The
marketability of our technology and the fuels produced is affected by the
variability of price spreads between light and heavy oils, the relative cost
of biofuel components, and the relative competitiveness of oil, gas, biofuel
and coal prices both for prompt and future delivery and other factors beyond
the control of the Group.
Commercial return
The Group has made considerable progress in its rapid development and
enhancement of bioMSAR™ whilst continuing to advance commercial
opportunities for MSAR(®) and reduce its treat costs in the face of changes
to fuel oil-gasoil spreads. During the product development of bioMSAR™ there
remain the considerable challenges of testing, feedstock availability (see
below), glycerine treatment options, formulation costs and commercial
feasibility still to overcome. There is a risk the Group will not achieve a
commercial return due to major unanticipated change in a key variable or, more
likely, the aggregate impact of changes to several variables which results in
sustained depressed margins.
The competitive position could be affected by government regulations
concerning taxation, duties, specifications, importation and exportation of
hydrocarbon fuels and environmental aspects. Freight costs contribute
substantially to the final cost of supplied products and a major change in the
cost of bulk liquid freight markets could have an adverse effect on the
economics of the fuels business. The Group would mitigate this risk through
establishing appropriate flexibilities in the contractual framework, offtake
arrangements and price risk management through hedging.
Feedstock sourcing - MSAR(®)
The IMO 2020 regulation designed to motivate the use of very low sulphur fuel
oils has negatively impacted high sulphur residue supply, due to lack of
alternative markets. There is a risk that appropriately located high sulphur
residues cannot be sourced. The Group mitigates this risk by utilising its
deep understanding of the global refining industry, targeting qualifying
suppliers matched to prospective major consumers. Some refiners may find it
advantageous to process high sulphur crude oil (which tends to be cheaper) if
they know there is offtake for the high sulphur fuel oil or residue such as
that offered by MSAR(®) commercial supply.
Feedstock sourcing - bioMSAR™
Sufficient quantities have been identified for immediate trial purposes, but
the volumes and quality of renewable glycerine required for a substantial
commercial marine or industrial bioMSAR™ contract are beyond those readily
accessible and the cost may be subject to volatility. To mitigate this the
Company is rapidly increasing its knowledge of current and potential glycerine
sources and engaging with suppliers. Clearly a commercial contract would again
stimulate this market and thus expedite feedstock supply. The Company is
researching other renewable feedstocks that could be utilised together with,
or instead of glycerine, such as Vertoro's CSO™ biofuel.
Delay in commercialisation and funding risks
There is a risk that the commercialisation of MSAR(®) and bioMSAR™ could be
delayed further, or unforeseen technical and/or commercial challenges arise.
This could mean that the Group may ultimately need to raise further equity
funds to remain operational. Depending on market conditions and investor
sentiment, there is a risk that the Group may be unable to raise the required
funds when necessary. The Group mitigates this risk by maintaining strong
control over its pre-revenue expenditure, keeping up the momentum on its key
projects and maintaining regular contact with the financial markets and
investor community.
Technological risk
There is a risk firstly that the markets for MSAR(®) and bioMSAR™ fuels
adopt alternative fuels, making these technologies redundant or secondly that
the technology used for their production may not be adequately robust for all
applications. This is in respect of the character and nature of the feedstock
and the parameters of transportation and storage pertaining to a specific
project. This risk may jeopardise the early commercialisation of the
technology and subsequent implementation of projects; or give rise to
significant liabilities arising from defective fuel during plant operations.
The Group mitigates this risk by ensuring that its highly experienced key
personnel are closely involved with all areas of MSAR(®) and bioMSAR™
formulation and manufacture, and that the fuel is thoroughly tested before
being put into operational use.
Competition risks
There is a risk that new competition could emerge with similar technologies
sufficiently differentiated to challenge the Company's process. Were such
competition to emerge, this could result, over time, in further price
competition and pressure on margins beyond that assumed in the Group's
business planning. This risk is mitigated by the limited global pool of
expertise in the emulsion fuel market combined with an enhanced R&D
programme aimed at optimising cost and performance and protection of
intellectual property. The Group also makes best use of scarce expertise by
developing close relationships with strategic counterparties such as Nouryon
while ensuring that key employees are suitably incentivised.
Environment, Social and Governance risks (ESG)
Quadrise is committed to providing safer, cleaner and more affordable energy.
By leveraging our extensive RDI capabilities, and through continuous
improvement processes, Quadrise aims to be carbon-neutral in its Scope 1 and
Scope 2 emissions by 2030. Furthermore, high standards of corporate governance
have always been a strength and this places the Company in the top tier of AIM
companies. We maintain this commitment by to date adopting the highest
disclosure standards of the UK Corporate Governance Code
(https://url.avanan.click/v2/r02/___https:/www.quadrisefuels.com/investor-relations/corporate-governance/___.YXAxZTpzaG9yZWNhcDphOm86MDI0NzY5ZTQ4ZDg4YTcxNzFmZDUzNzlkYTllYzVjOWE6Nzo2NzAzOjkxYTI3OGNjMDQyYmE1YTU1ZmI0YmIwNmZhMjkxNWJmNjgwMmU0OWZlNWY0MmVkOTkwZDIxZGI0ZDA1ZjRiZGU6cDpUOk4)
, through the experience and commitment of our Non-executive Directors and by
following stringent Board policies and procedures. After careful
consideration, the Board has determined that we will in future years report
under the QCA Code, simplifying our reporting and aligning with most
AIM-listed companies. The Company's determination to maintain high governance
standards is unchanged.
The Company works to exceptional health, safety, environmental protection and
quality standards, with strong risk management processes in place, all of
which are supported by a first-class team of professional advisors.
Other Business Risks
Dependence on key personnel
The Group's business is dependent on obtaining and retaining the services of
key personnel of the appropriate calibre as the business develops. The success
of the Group will continue to be dependent on the expertise and experience of
the Directors and the management team, and the loss of personnel could still
have an adverse effect on the Group. The Group mitigates this risk by ensuring
that key personnel are suitably incentivised and contractually bound and have
further mitigated the risk during the year by the expansion of the senior
leadership team.
Environmental risks
The Group's operations are subject to the environmental risks inherent in the
oil processing and distribution industry. The Group is subject to
environmental laws and regulations in connection with all its operations.
Although the Group ensures compliance with all applicable environmental laws
and regulations, there are certain risks inherent to its activities, such as
accidental spills, leakages or other circumstances that could expose the Group
to potential liability.
Further, the Group may require approval from the relevant authorities before
it can undertake activities which are likely to impact the environment.
Failure to obtain such approvals may prevent or delay such activities. The
Group is unable to predict definitively the effect of additional environmental
laws and regulations, which may be adopted in the future, including whether
any such laws or regulations would materially increase the Group's cost of
doing business, or affect its operations in any area of its business. The
Group mitigates this risk by ensuring compliance with environmental
legislation in the jurisdictions in which it operates and closely monitoring
any pending regulation or legislation to ensure compliance.
No profit to date
The Group has incurred aggregate losses since its inception, and it is
therefore not possible to evaluate its prospects based on past performance.
There can be no certainty that the Group will achieve or sustain profitability
or achieve or sustain positive cash flow from its activities.
Corporate and regulatory formalities
The conduct of petroleum processing and distribution requires compliance by
the Group with numerous procedures and formalities in many different national
jurisdictions. It may not in all cases be possible to comply with or obtain
waivers of all such formalities. Additionally, functioning as a publicly
listed Company requires compliance with the stock market regulations. The
Group mitigates this risk through commitment to a high standard of corporate
governance and 'fit for purpose' procedures, and by maintaining and applying
effective policies.
Economic, political, judicial, administrative, taxation or other regulatory
factors
The Group may be adversely affected by changes in economic, political,
judicial, administrative, taxation or other regulatory factors, in the areas
in which the Group operates and conducts its principal activities. The Group
has no direct exposure to the Ukraine/Russia conflict and the ongoing conflict
in the Middle East.
Andy Morrison
Chair
26 September 2025
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2025
Notes Year ended Year ended
30 June 2025 30 June 2024
£'000s £'000s
Continuing operations
Revenue 42 -
Other income 28 -
Production and development costs (1,626) (1,461)
Other administration expenses (1,581) (1,336)
Share option charge 9 (112) (260)
Warrant charge 10 - (30)
Loss on disposal on fixed assets - (3)
Foreign exchange loss (6) (2)
Operating loss (3,255) (3,092)
Finance costs (9) (9)
Finance income 49 32
Loss before tax (3,215) (3,069)
Taxation 4 110 209
Loss and total comprehensive loss for the year (3,105) (2,860)
from continuing operations to owners of the parent
Loss per share - pence
Basic 5 (0.17) (0.18)
Diluted 5 (0.17) (0.18)
Consolidated Statement of Financial
Position
As at 30 June
2025
Notes As at As at
30 June 2025 30 June 2024
£'000s £'000s
Assets
Non-current assets
Property, plant and equipment 6 760 388
Right of Use assets 209 159
Intangible assets 7 2,924 2,924
Non-current assets 3,893 3,471
Current assets
Cash and cash equivalents 5,892 3,048
Trade and other receivables 478 118
Prepayments 111 91
Inventory 11 -
Current assets 6,492 3,257
TOTAL ASSETS 10,385 6,728
Equity and liabilities
Current liabilities
Trade and other payables 470 239
Lease liabilities 68 102
Provision for lease dilapidations 56 56
Current liabilities 594 397
Non-current liabilities
Lease liabilities 113 43
Trade and other payables 179
Non Current liabilities 292 43
Equity attributable to owners of the parent
Issued share capital 19,903 17,648
Share premium 81,678 77,647
Merger reserve 3,777 3,777
Share option reserve 777 839
Warrant reserve - 30
Reverse acquisition reserve 522 522
Accumulated losses (97,158) (94,175)
Total shareholders' equity 9,499 6,288
TOTAL EQUITY AND LIABILITIES 10,385 6,728
Consolidated Statement of Changes in Equity
For the year ended 30 June 2025
Issued capital Share premium Share option reserve Reverse acquisition reserve Total
£'000s £'000s Merger reserve £'000s Warrant reserve £'000s £'000s Accumulated £'000s
losses
£'000s
£'000s
1 July 2023 14,069 77,189 3,777 718 522 (91,454) 4,821
Loss and total comprehensive loss for the year - - - - - - (2,860) (2,860)
New shares issued 3,579 895 4,474
Share issue costs (437) (437)
Share option charge - - - 260 - - - 260
New warrants issued - - - - 30 - - 30
Transfer of balances relating to expired share options - - - (139) - - 139 -
30 June 2024 17,648 77,647 3,777 839 30 522 (94,175) 6,288
1 July 2024 17,648 77,647 3,777 839 30 522 (94,175) 6,288
Loss and total comprehensive loss for the year - - - - - - (3,105) (3,105)
New shares issued 2,177 4,353 - 6,530
Share issue costs (420) - (420)
Share option charge - - - 112 - - - 112
Exercise of share options 42 52 (52) - 42
Exercise of warrants 36 46 (30) - 52
Transfer of balances relating to expired share options - - - (122) - - 122 -
30 June 2025 19,903 81,678 3,777 777 - 522 (97,158) 9,499
Consolidated Statement of Cash Flows
For the year ended 30 June 2025
Notes Year ended Year ended
30 June 2025 30 June 2024 (Restated)
£'000s £'000s
Operating activities
Loss before tax from continuing operations (3,215) (3,069)
Adjustment for:
Depreciation 6 195 205
Release of provision for lease dilapidations (28) -
Loss on disposal of fixed assets 6 - 3
Finance costs paid 9 9
Finance income received (49) (32)
Share option charge 9 112 260
Warrant charge 10 - 30
Working capital adjustments
(Increase)/ in trade and other receivables (360) (29)
(Increase)/decrease in prepayments (20) 28
Increase in trade and other payables 410 64
(Increase)/decrease in inventory (11) 174
Net cash used in Operating Activities (2,957) (2,357)
Finance costs paid (9) (9)
Taxation received 4 110 209
Net cash outflow from operating activities (2,856) (2,157)
Investing activities
Finance income received 49 32
Purchase of property, plant and equipment 6 (442) (98)
Net cash outflow from investing activities (393) (66)
Financing activities
Issue of Ordinary Share Capital 6,530 4,474
Issue Costs (420) (437)
Payment of lease liabilities (111) (108)
Exercise of share options 42 -
Exercise of warrants 52 -
Net cash inflow from financing activities 6,093 3,929
Net increase in cash and cash equivalents 2,844 1,706
Cash and cash equivalents at the beginning of the year 3,048 1,342
Cash and cash equivalents at the end of the year 5,892 3,048
Notes to the Financial Information
1. Basis of Preparation and Significant Accounting Policies
The financial information for the year ended 30 June 2025 has been prepared in
accordance UK adopted international accounting standards in conformity with
the requirements of the Companies Act 2006 and effective, or issued and early
adopted, as at the date of those statements.
The financial information contained in this announcement does not constitute
the Company's statutory financial statements for the year ended 30 June 2025
but has been extracted from them. These financial statements will be delivered
to the Registrar of Companies following the Company's Annual General Meeting.
The auditors have reported on these financial statements, and their report was
unqualified and did not contain any statement under section 498(2) or (3)
Companies Act 2006.
The financial information has been prepared on the historical cost basis,
except for the revaluation of certain financial instruments. Details of the
accounting policies applied are set out in the financial statements for the
year ended 30 June 2025.
The financial information is prepared in Pounds Sterling and all values are
rounded to the nearest thousand Pounds (£'000) except where otherwise
indicated.
Statutory financial statements for the year ended 30 June 2024 were delivered
to the Registrar of Companies. The auditor's report on these financial
statements was unqualified and did not contain any statement under section
498(2) or (3) Companies Act 2006.
The Directors do not propose a dividend in respect of the year ended 30 June
2025 (2024: nil).
This announcement was approved by the Board on 26 September 2025.
2. Going Concern
As at 30 June 2025, the Group had a cash balance of £5.9m. These funds are
expected to be sufficient cover net project expenditure and fixed costs up to
the generation of sustainable positive cashflows, with these now forecast to
commence in Q1 2027.
The basis for these expectations is the Group business model, budget and
business plan, and sensitivity analysis, which have been reviewed and approved
by the Board. The model comprises the financial forecasts associated with each
project opportunity deemed to have a realistic chance of progressing, with
assumptions based on the latest market information, agreements with
counterparties and the status of discussions.
The Directors carry out a detailed risk assessment process each year, with key
risks and mitigating actions identified. The Directors note the positive and
sustained levels of engagement with partners, prospective clients and project
stakeholders worldwide during the year, with progress continuing with regard
to the Company's projects with MSC, Valkor, Sparkle and OCP. Existing and
prospective commercial partners make decisions based on long-term
considerations, and the Directors believe that the economic and environmental
advantages offered by MSAR(®) and bioMSAR(TM) are increasingly attractive in
periods of global uncertainty as counterparties look to both generate savings
and further improve their environmental performance.
The Group's ability to reach commercial revenues and sustainable positive
cashflows will be determined by the successful outcome of the forthcoming
trials. The Board are confident that the trials will be successful based upon
the following:
· MSC: The MSC trials will take place on the same vessel used for
the Maersk LONO trial (the MSC Leandra, formerly the Seago Istanbul). In
addition, the engine manufacturer (Wartsila) and MSC are happy to proceed
directly to on-vessel trials, rather than commencing with an initial
stationary engine test, given their assessment of the low-risk nature of the
trial.
· OCP: The trial in Morocco involves the combustion of MSAR(®)
for power generation. This follows a successful trial in 2024 at a second OCP
site.
· Utah: The Utah application is in the upstream sector, where
similar technology has been successfully demonstrated previously by Quadrise
Canada.
· Sparkle: The trial was carried out successfully in July 2025 with
results showing improved engine efficiency and reduction in NOx and
particulate matter emissions. Quadrise and Sparkle are now in discussions
regarding commercial supply of MSAR(®) to Sparkle.
With bioMSAR™ having similar properties to MSAR(®) , trials involving
bioMSAR™ do not have a significantly higher risk of failure than the
MSAR(®) equivalents.
The Directors have determined that, based on the forecasts up to 31 December
2027, the Group and Company can operate as a going concern without further
funding being required. Notwithstanding the Board's confidence, there are
currently no binding agreements in place in respect of commercial revenues.
The Company is the 100% parent of Quadrise International Limited ('QIL'), the
subsidiary through which the Group runs the operating and project activities
discussed above.
The Directors have concluded that it is appropriate to prepare the Group and
Company financial statements on a going concern basis.
3. Segmental Information
For the purpose of segmental information, the reportable operating segment is
determined to be the business segment. The Group principally has one business
segment, the results of which are regularly reviewed by the Board. This
business segment is a business to produce emulsion fuel (or supply the
associated technology to third parties) as a low-cost substitute for
conventional heavy fuel oil ("HFO") for use in power generation plants and
industrial and marine diesel engines.
Geographical Segments
The Group's only geographical segment during the year was the UK.
4. Taxation
Year ended Year ended
30 June 2025 30 June 2024
£'000s £'000s
UK corporation tax credit (110) (209)
Total (110) (209)
No liability in respect of corporation tax arises as a result of trading
losses.
Tax Reconciliation Year ended Year ended
30 June 2025 30 June 2024 (Restated)
£'000s £'000s
Loss on continuing operations before taxation (3,215) (3,069)
Loss on continuing operations before taxation multiplied by
the UK corporation tax rate of 25% (2024: 25%) (804) (767)
Effects of:
Share scheme deduction (38) -
Non-deductible expenditure 26 77
R&D tax credit (110) (209)
Tax losses carried forward 816 690
Total taxation credit on loss from continuing operations (110) (209)
The Group has tax losses arising in the UK of approximately £68.0m (2024:
£64.7m) that are available, under current legislation, to be carried forward
against future profits. However, the ability to utilise the losses is
restricted, being dependant on the type of loss and when it arose. The use of
losses under the UK corporation tax regime was reformed from 1 April 2017 such
that different rules on the use of losses apply to losses arising pre-April
2017 and post-April 2017. Pre-2017 trading losses can only be deducted against
profits of the same trade within the company in which they arose, whereas the
post-2017 trading losses can be used more widely and are deductible against
total profits of the group.
Reconciliation of tax losses Year ended Year ended
30 June 2025 30 June 2024
£'000s £'000s
Trading losses 42,123 38,879
Non-trade deficits arising in Intangible Assets within Quadrise International 25,758 25,758
Limited
Capital losses 89 89
Total 67.969 64,726
A deferred tax asset representing these losses and other temporary differences
at the statement of financial position date of approximately £16.99m (2024:
£16.18m) has not been recognised as a result of existing uncertainties in
relation to its realisation.
5. Loss Per Share
The calculation of loss per share is based on the following loss and number of
shares:
Year ended 30 June 2025 Year ended 30 June 2024
Loss for the year (£'000s) (3,105) (2,860)
Weighted average number of shares:
Basic 1,859,095,467 1,600,731,743
Diluted 1,859,095,467 1,600,731,743
Loss per share:
Basic (0.17)p (0.18)p
Diluted (0.17)p (0.18)p
Basic loss per share is calculated by dividing the loss for the year from
continuing operations of the Group by the weighted average number of ordinary
shares in issue during the year.
For diluted loss per share, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all potential dilutive options over
ordinary shares. Potential ordinary shares resulting from the exercise of
share options have an anti-dilutive effect due to the Group being in a loss
position. As a result, diluted loss per share is disclosed as the same value
as basic loss per share. The 18.3m dilutive share options issued by the
Company and which are outstanding at year-end could potentially dilute
earnings per share in the future if exercised when the Group is in a
profit-making position.
6. Property, plant and equipment
Consolidated
Leasehold Improvements Computer Equipment Software Furniture and Office Equipment Plant and machinery Total
£'000s £'000s £'000s £'000s £'000s £'000s
Cost
Opening balance - 1 July 2024 89 97 23 24 1,557 1,790
Additions - 7 - - 435 442
Closing balance - 30 June 2025 89 104 23 24 1,992 2,232
Depreciation
Opening balance - 1 July 2024 (82) (93) (23) (17) (1,187) (1,402)
Depreciation charge for the year (3) (3) - (1) (63) (70)
Closing balance - 30 June 2025 (85) (96) (23) (18) (1,250) (1,472)
Net book value at 30 June 2025 4 8 - 6 742 760
Consolidated
Leasehold Improvements Computer Equipment Software Furniture and Office Equipment Plant and machinery Total
£'000s £'000s £'000s £'000s £'000s £'000s
Cost
Opening balance - 1 July 2023 89 96 43 24 1,524 1,776
Additions - 1 - - 97 98
Disposals - - (20) - (64) (84)
Closing balance - 30 June 2024 89 97 23 24 1,557 1,790
Depreciation
Opening balance - 1 July 2023 (79) (91) (43) (16) (1,173) (1,402)
Depreciation charge for the year (3) (2) - (1) (75) (81)
Disposals - - 20 - 61 81
Closing balance - 30 June 2024 (82) (93) (23) (17) (1,187) (1,402)
7. Intangible Assets
Consolidated
QCC royalty payments MSAR(®) trade name Technology and know-how Total
£'000s £'000s £'000s £'000s
Cost
Balance as at 1 July 2024 and 30 June 2025 7,686 3,100 25,901 36,687
Amortisation and Impairment
Balance as at 1 July 2024 and 30 June 2025 (7,686) (176) (25,901) (33,763)
Net book value as at 30 June 2025 - 2,924 - 2,924
Cost
Balance as at 1 July 2022 and 30 June 2024 7,686 3,100 25,901 36,687
Amortisation and Impairment
Balance as at 1 July 2022 and 30 June 2024 (7,686) (176) (25,901) (33,763)
Net book value as at 30 June 2024 - 2,924 - 2,924
Intangible assets comprise intellectual property with a cost of £36.7m,
including assets of finite and indefinite life. Quadrise Canada Corporation's
("QCC's) royalty payments of £7.7m and the MSAR(®) trade name of £3.1m are
termed as assets having indefinite life as it is assessed that there is no
foreseeable limit to the period over which the assets would be expected to
generate net cash inflows for the Group, as they arise from cashflows
resulting from Quadrise and QCC gaining a permanent market share. The assets
with indefinite life are not amortised, but the QCC royalty payments
intangible asset became fully impaired in 2012.
The remaining intangibles amounting to £25.9m, primarily made up of
technology and know-how, are considered as finite assets and were amortised
over 93 months, being fully amortised in 2012. The Group does not have any
internally generated intangibles.
MSAR(®) trade name intangible asset
In accordance with IAS 36 "impairment of assets" and IAS 38 "intangible
assets", a review of impairment for indefinite life intangible assets is
undertaken annually or at any time an indicator of impairment is considered to
exist. The discount rate applied to calculate the present value is for the
cash generating unit ("CGU"). A CGU is the smallest identifiable group of
assets that generates cash inflows that are largely independent of the cash
inflows from other assets or groups of assets. The recoverable amount of the
CGU is assessed by reference to the value in use ("VIU"), being the net
present value ("NPV") of future cash flow expected to be generated by the
asset, and fair value less costs to sell ("FVLCS").
The recoverable amount of the MSAR® trade name intangible asset has been
determined using a VIU model. The expected future cash flows utilised in the
VIU model are derived by quantifying the royalties that would result if the
asset was licensed from a third party in order to determine the income stream
directly attributable to the asset in isolation. The royalties are based on a
percentage of projected future revenues up to 30 June 2035 with an assumed
growth rate being used beyond that date.
The key assumptions used in this calculation are as follows:
2025 2024
Royalty rate (% of projected revenue) (1) 0.5% 0.5%
Discount rate (2) 20% 20%
Revenues forecast up to (3) 30 June 2035 30 June 2034
Growth rate beyond forecast period (4) 0% 0%
1) The royalty rate used upon initial recognition of this intangible
asset was 0.33% of revenues determined as part of a third-party intangible
asset valuation exercise. This was increased to 0.5% of revenues from 2011
onwards to reflect the wider awareness of the MSAR(®) trademark in the
market.
2) The discount rate of 20% has been determined by management as
conservative estimate based on the uncertainty inherent in the revenue
forecasts. Management estimates the discount rates using pre-tax rates that
reflect current market assessments of the time value of money and risks
specific to expected future projects.
3) The 2025 revenue forecast extends to 30 June 2035 which is
considered to be a reasonable timeframe that allows each project included
within the forecast to reach full maturity.
4) No growth has been forecast beyond the forecast period due to the
uncertainty inherent in the revenue projections beyond the stage of project
maturity.
The revenue forecast is based on the latest Company business model, which is
regularly reviewed by management. The basis for the inclusion of projects and
the estimation of growth rates, margins and project lifespans within the
business model is based on the latest agreements with counterparties,
commodity and chemical prices and the most recent discussions with customers,
suppliers and other business partners.
The 'base-case' impairment assessment based on the above inputs shows a
recoverable amount for the asset that is in excess of the net book value of
asset and therefore no impairment has been identified, with the VIU exceeding
the carrying value by £2.24m (the 'headroom').
Management have performed sensitivity analyses whereby certain parameters were
flexed downwards by reasonable amounts and certain scenarios were modelled for
the CGU to assess whether the recoverable value would result in an impairment
charge. In isolation, none of these scenarios would result in an impairment to
the MSAR(®) Trade Name intangible asset. However, a combination of two or
more of these scenarios could result in an impairment charge, but management
do not consider this likely.
The following sensitivities were applied:
Results of sensitivity analysis
Scenario Resulting headroom (£'m) Scenario which would reduce headroom to nil
Delayed revenues (1 year) 1.38 A 3 year delay to forecast revenues.
Delayed revenues (2 years) 0.66 A 3 year delay to forecast revenues.
Increase in discount rate to 25% 0.47 Increase in discount rate to 26.96%.
Removal of projects which generate 25% of forecast revenues 0.95 Removal of projects which generate 43% of revenues.
Finite company lifespan (to 30 June 2036). 0.38 Finite company lifespan (to 30 June 2035).
Amortisation of Intangible Assets
The Board has reviewed the accounting policy for intangible assets and has
amortised those assets which have a finite life. All intangible assets with a
finite life were fully amortised as at 30 June 2025.
8. Investments
At the statement of financial position date, the Group held a 20.44% share in
the ordinary issued capital of Quadrise Canada Corporation ("QCC"), a 3.75%
share in the ordinary issued capital of Paxton Corporation ("Paxton"), a 9.54%
share in the ordinary issued capital of Optimal Resources Inc. ("ORI") and a
16.86% share in the ordinary issued capital of Porient Fuels Corporation
("Porient"), all of which are incorporated in Canada.
QCC is independent of the Group and is responsible for its own policy-making
decisions. There have been no material transactions between QCC and the Group
during the period or any interchange of managerial personnel. As a result, the
Directors do not consider that they have significant influence over QCC and as
such this investment is not accounted for as an associate.
The Group has no immediate intention to dispose of its investments unless a
beneficial opportunity to realise these investments arises.
Given that there is no active market in the shares of any of above companies,
the Directors have determined the fair value of the unquoted securities at 30
June 2025. The shares in each of these companies were valued at CAD $nil on 1
July 2022 due to their business models being highly uncertain, with minimal
possibility of any material value being recovered from their asset base.
During the year there has been no indication that this situation has changed,
therefore the Directors have determined that the investments should continue
to remain valued at CAD $nil at 30 June 2025.
9. Share Options
Share option expense for the year ended 30 June 2025 was £112k (2024:
£260k).
Movement in the year:
The following table illustrates the number and weighted average exercise
prices ("WAEP") of, and movements in, share options during the year:
WAEP WAEP
Number (pence) Number (pence)
30 June 2025 30 June 2025 30 June 2024 30 June 2024
Outstanding as at 1 July 69,708,255 2.44 35,763,811 4.39
Granted during the year 24,075,804 2.24 52,444,444 1.51
Expired during the year (17,880,000) 3.12 (18,500,000) 3.60
Exercised during the year (4,314,249) 1.00 - -
Options outstanding as at 30 June 71,589,810 2.29 69,708,255 2.44
Exercisable as at 30 June 59,644,006 2.35 29,763,811 4.17
The weighted average remaining contractual life of the 71.59 million options
outstanding at the statement of financial position date is 6.16 years (2024:
7.45 years). The weighted average share price during the year was 3.34p (2024:
1.61p) per share.
The expected volatility of the options reflects the assumption that historical
volatility is indicative of future trends, which may not necessarily be the
actual outcome. The expected life of the options is based on historical data
available at the time of the option issue and is not necessarily indicative of
future trends, which may not necessarily be the actual outcome.
The Share Option Schemes are equity settled plans, and fair value is measured
at the grant date of the option. Options issued under the Schemes vest over a
one to three year period provided the recipient remains an employee of the
Group. Options also may be exercised within an agreed period of an employee
leaving the Group at the discretion of the Board.
The Company issued 24.1 million share options to directors and employees
during the year (2024: 52.4 million). The fair value was calculated using the
Black Scholes option pricing model. The weighted average inputs were as
follows
2025 2024
Stock price: 1.72p 1.18p
Exercise Price 2.24p 1.51p
Interest Rate 5.00% 5.25%
Volatility 98.35% 98.23%
Expected term (years) 2.83 2.69
10. Warrants
Movement in the year:
The following table illustrates the number and weighted average exercise
prices ("WAEP") of, and movements in, warrants during the year:
WAEP WAEP
Number (pence) Number (pence)
30 June 2025 30 June 2025 30 June 2024 30 June 2024
Outstanding as at 1 July 3,600,000 1.45 - -
Granted during the year - - 3,600,000 1.45
Exercised during the year (3,600,000) 1.45 - -
Warrants outstanding as at 30 June - - 3,600,000 1.45
Exercisable as at 30 June - - 3,600,000 1.45
The warrants are equity settled warrants which vest immediately on grant date.
Fair value is measured at the grant date of the option using the Black Scholes
pricing model. The inputs into this model are: Stock price at the date of
grant, exercise price, interest rate, expected term and expected volatility.
The expected volatility of the warrants reflects the assumption that
historical volatility is indicative of future trends, which may not
necessarily be the actual outcome. The expected life of the warrants is based
on historical data available at the time of the option issue and is not
necessarily indicative of future trends, which may not necessarily be the
actual outcome.
The weighted average inputs into the Black Scholes option pricing model were
as follows:
2025 2024
Stock price: - 1.70p
Exercise Price - 1.45p
Interest Rate - 5.25%
Volatility - 112.86%
Expected term (years) - 1.0
No warrants were outstanding as at 30 June 2025. As at 30 June 2024, the
weighted average remaining contractual life of the 3.6 million warrants
outstanding was 0.92 years. The weighted average share price during the year
was 3.34p (2024: 1.61p) per share. The warrant charge for the year ended 30
June 2025 was £nil (2024: £30k).
11. Related Party Transactions
There are no transactions with Directors or other related parties during the
period other than their remuneration as disclosed in the Report of Directors'
Remuneration.
12. Events After the end of the Reporting Period
Exercise of share options
On 4 July 2025, the Company announced the exercise of 15,858,604 options under
the Employee Share Option Scheme ("EMI Scheme") and the Company's Unapproved
Share Option Scheme 2016 ("USOP Scheme") at an exercise price of 1 pence per
share.
Options exercised by Directors and Persons Discharging Management
Responsibility are as follows:
Name Option Scheme Number of Options Exercised Number of Ordinary Shares held upon Admission
Jason Miles USOP Scheme 1,775,862 14,536,765
EMI Scheme 6,666,667
Philip Hill EMI Scheme 3,546,099 3,884,462
Following his exercise under the USOP scheme, Jason Miles disposed of all
1,775,862 of the ordinary shares arising. The exercises made by Jason
Miles and Philip Hill under the EMI scheme resulted in them disposing of
sufficient ordinary shares to meet the exercise cost and income tax and
national insurance obligations as a result of the EMI Scheme option exercises.
Following Admission, the Company's issued ordinary share capital comprised
2,006,154,069 ordinary shares, none of which are held in treasury.
Appointment of Chief Executive Officer
On 15 September 2025, the Company announced the appointment of Peter Borup as
Chief Executive Officer with effect from 1 October 2025.
Update to the Valkor Site License and Supply Agreement
On 26 September 2025, the Company announced the signature of an addendum (the
"Addendum") to the June 2023 Site License and Supply Agreement ("SLS
Agreement") with Valkor Technologies LLC ("Valkor") in Utah, USA.
Pursuant to the Addendum, the payment of US$1.0 million due to the Company
under the SLS Agreement (as amended) has been re-phased over the period to 30
June 2026, with the deliveries of Multifuel Manufacturing Units ("MMUs") and
associated payments to the Company amended to match updated expectations of
oil production ramp-up at the Valkor project site as follows:.
· A re-phased payment of the initial US$1.0m license fee, with a
non-refundable amount of US$50k payable immediately, US$0.3 million payable by
Valkor on or before 31 March 2026 and the remaining US$0.65 million due on
30 June 2026.
· The supply by Quadrise of a smaller MMU of 600 bpd capacity on an
interim basis by 30 June 2026, for which Valkor will pay US$0.2 million by 31
September 2026. A further US$0.3 million will be due to Quadrise upon supply
of a full size 6,000 bpd MMU to Valkor, in exchange for the 600 bpd MMU.
· A project development and support services fee of US$75,000
payable quarterly by Valkor from 1 July 2026 for a minimum period of two
years, in respect of Quadrise engineering and process design and commissioning
services, site operations and compliance support.
13. Copies of the Annual Report and Notice of Annual General Meeting
Copies of the Annual Report and of the notice convening the Company's 2025
Annual General Meeting will be available shortly from the Company's website at
www.quadrise.com and from the Company's registered office, Eastcastle House,
27-28 Eastcastle Street, London, W1W 8DH.
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