REG - Quantum Base Hldgs - Final results for the year ended 30 April 2025
31/10/2025 09:45
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RNS Number : 7014F Quantum Base Holdings PLC 31 October 2025
31 October 2025
Quantum Base Holdings plc
("Quantum Base", the "Company" or the "Group")
Final results for the year ended 30 April 2025
Quantum Base (AIM: QUBE), the UK-based quantum science company creating a new
global standard in authentication, is pleased to announce its audited full
year results for the 12 months ended 30 April 2025 ("FY25", "Full Year" or the
"Period").
Highlights
· Successfully completed IPO in April 2025, raising £4.8 million gross
proceeds (£3.4 million net of costs) to fund commercialisation and growth.
· Financial results in line with expectation, achieving maiden revenue
of £18,000, representing the Group's first commercial income from Q-ID
technology.
· Framework agreements signed with two leading international
security-printing partners, and first commercial contract executed.
· Q-IDs applied to government tax-stamp programmes for the first time,
with over 500 million Q-IDs produced using the Group's technology by 30 April
2025.
· Expansion of patent portfolio, with multiple new UK patents granted
during the Period.
· Q-ID technology externally validated through independent adversarial
testing undertaken by customers and third-party experts, and scalability
demonstrated through the use of standard commercial inks and printing methods
at industrial throughput levels.
· Continued R&D activity to enhance ink durability, substrate
versatility and mobile-app usability.
· Substantial strengthening of the team through key hires and Board
appointments.
Post-Period Highlights
· Further strengthened the Board and leadership team and increased
investment in recruitment and infrastructure to support commercial and R&D
scale-up.
· C. £350,000 contract extension with an existing security-printing
partner, expanding the scope of work and supported device range to 170
smartphone models, increasing accessibility for end-users.
· Ongoing partnership discussions with additional international
security-printing companies.
· Technical enhancements to ink formulations and authentication
software, improving durability, scanning precision and user experience.
· Over 1 billion Q-IDs now in circulation.
· On track to sign four new commercial contracts in the financial year
ending 30 April 2026.
Financial Results Overview
FY25 FY24
£'000 £'000
Revenue 18 -
Loss before taxation 5,116 1,448
Adjusted EBITDA 1,312 1,007
Cash and cash equivalents 2,234 215
Average employees 15 14
Tom Taylor, CEO of Quantum Base, commented:
"FY25 was an incredible year for our business. We began the year pre-revenue
and ended the year with a major security printing client, our technology
proven in the field of protecting government tax stamps, and a successful
admission to the London Stock Exchange's AIM market. The business has since
made a strong start as an AIM company with substantial product development, a
robust and growing customer pipeline and exciting new contracts coming online.
"Quantum Base's technology is ready-made for tax stamps and secure documents,
which utilise relatively simple paper-based substrates. The core focus of the
business is to both deliver the current year revenue targets by engaging with
and onboarding a range of potential partners, including large multi-national
security printers, and to start building recurring revenues for the following
year.
"With a growing counterfeit problem globally, it is also clear that there is a
much broader range of potential applications for our ground-breaking
technology. We continue to explore new use cases including direct-to- product
markings, luxury goods, pharmaceuticals, automative parts, aerospace and
potentially more niche applications such as gold bullion. The business will
continue to explore exciting future opportunities to enable it to accelerate
both growth and the timeline to profitability.
"I'd like to thank our entire team for their hard work and dedication over
this transformational year for Quantum Base."
The Annual Report and Financial Statements will be available to view in full
on the Quantum Base website: https://quantumbase.com/
(https://quantumbase.com/)
This announcement contains inside information as defined in Article 7 of the
EU Market Abuse Regulation No 596/2014, as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended, and has been announced in accordance with the Company's obligations
under Article 17 of that Regulation.
For further information, please contact:
Quantum Base info@quantumbase.com (mailto:info@quantumbase.com)
Tom Taylor, CEO www.quantumbase.com (http://www.quantumbase.com/)
David Broadbent, CFO
Strand Hanson Limited (Financial and Nominated Adviser) +44 (0)207 409 3494
Christopher Raggett
James Bellman
David Asquith
Edward Foulkes
Cavendish Capital Markets Limited (Broker) +44 (0)20 7220 0500
Ed Frisby / Isaac Hooper - Corporate Finance
Andrew Burdis - Corporate Broking
Michael Johnson / Dale Bellis / Jasper Berry - Sales
BlytheRay (Financial PR) quantumbase@blytheray.com (mailto:quantumbase@blytheray.com)
Tim Blythe +44 (0)20 7138 3204
Megan Ray
Will Jones
About Quantum Base
Quantum Base is a quantum science company creating a new global standard in
authentication through its patented Q-ID solution - unbreakable and
non-replicable authenticity tags that can be applied to a vast array of
products, significantly mitigating counterfeiting.
The technology underpinning Q-IDs harnesses randomness at the atomic level,
and this volume and variation ensure that there is virtually an infinite
number of combinations that can be created. The Q-ID is practically impossible
to replicate using even the most advanced available technology.
Q-IDs can be applied to almost any print line and can be entirely
non-intrusive to a product's existing design, meaning that they can be
utilised in a vast number of end markets. The authentication process to
identify printed tags is undertaken using existing and unmodified smartphone
technology, providing easy authentication and proven security for global
brands, governments and consumers.
Company registration number 12502915 (England and Wales)
Quantum Base Holdings PLC
Annual Report And Financial Statements
For the Year Ended 30 April 2025
Financial highlights
· Admission to AIM: Successfully completed IPO in April 2025,
raising £4.8 million gross proceeds (£3.4 million net of costs) to fund
commercialisation and growth.
· Market capitalisation on Admission: £14.8 million, trading under
the ticker QUBE (ISIN GB00BTXYPJ53).
· Maiden revenue: £18,000, representing the Group's first
commercial income from Q-ID®** technology.
· Operating loss: increased to £5.1 million (2024: £1.5 million),
driven by Admission-related costs and share-based payment charges.
· Adjusted EBITDA* loss: £1.3 million (2024: £1.0 million) -
before costs of listing (£0.9 million), non-cash share- based payment charges
(£2.8 million), costs of listing on AIM (£0.9 million), depreciation,
amortisation and impairment.
· Capitalised R&D and patent investment: £1.4 million (2024:
£0.7 million).
· Share-based payment charge: £2.8 million, primarily arising from
IPO-related option exercises.
· Net cash outflow from operating activities: £2.2 million (2024:
£0.67 million), reflecting investment in growth and IPO preparation.
· Total assets: increased to £4.5 million (2024: £1.2 million),
reflecting net proceeds of the IPO and increased capitalised development.
· Net assets: increased to £4.0 million (2024: £0.81 million),
reflecting net proceeds of the IPO, partially offset by the loss for the year.
· Cash and cash equivalents: £2.2 million (2024: £0.22 million).
Note * : Adjusted EBITDA represents earnings before interest, tax,
depreciation, amortisation, impairment and share-based payment charges, and is
presented as a key performance indicator of the Group's underlying operational
performance.
Note **: Q-ID® is a registered trademark of Quantum Base Limited, hereafter
referred to as Q-ID.)
Operational Highlights - year ended 30 April 2025
Commercial Progress and Partnerships
· Framework agreements signed with two leading international
security-printing partners, enabling them to market and sell Quantum Base's
Q-ID® ("Q-ID") technology under pre-agreed terms.
· First commercial contract executed, marking the transition from
R&D to initial revenue generation.
· Q-IDs applied to government tax-stamp programmes for the first
time, with over 500 million Q-IDs produced using the Group's technology by 30
April 2025.
Technology and Intellectual Property
· Patent portfolio expansion: Multiple new UK patents granted
during the period, with further patents at intention-to- grant stage and
additional filings made.
· Q-ID technology externally validated through independent
adversarial testing undertaken by customers and third- party experts.
· Industrial scalability demonstrated: Q-IDs can be printed using
standard commercial inks and printing methods at industrial throughput levels.
· Continued R&D activity to enhance ink durability, substrate
versatility and mobile-app usability.
Governance and Culture
· Adoption of the QCA Corporate Governance Code following AIM
Admission, and establishment of Audit, Remuneration and Nomination Committees.
· Strengthened Board and leadership team, adding two experienced
Independent Non-Executive Directors to enhance governance, oversight and
capital markets expertise to support growth as a quoted company.
Post-Period Developments (after 30 April 2025)
· Further strengthened the Board and leadership team with the
appointment of an additional Non-Executive Director, bringing extensive
experience in technology commercialisation and international business
development
· Contract extension with an existing security-printing partner,
expanding the scope of work and supported device range (announced
post-period).
· Ongoing partnership discussions with additional international
security-printing companies.
· Technical enhancements to ink formulations and authentication
software, improving durability, scanning precision and user experience.
· Mobile compatibility extended to 170 smartphone models,
increasing accessibility for end-users.
· Employee numbers increased to 21 as the Group built out
technical, operations and commercial functions.
· Recruitment and infrastructure investment to support commercial
and R&D scale-up.
Outlook
Quantum Base enters FY26 with a proven and commercially deployed technology
platform, strengthened governance and a solid balance sheet following its
successful AIM Admission.
The Group's immediate focus is on expanding within the global
security-printing market, building on its first government tax-stamp
deployments while developing a pipeline of additional international partners.
Beyond this initial sector, Quantum Base is also evaluating opportunities
across pharmaceuticals, luxury goods, automotive, aerospace and
precious-metals markets, where Q-ID's combination of security, scalability and
smartphone-based verification offers significant differentiation.
With global counterfeiting estimated to cost more than $2.8 trillion*
annually, the Board believes that Quantum Base's scientifically proven,
mass-producible quantum-security solutions and its scalable design-and-licence
model provide a strong foundation for sustained growth and long-term
shareholder value creation.
* Source: Frontier Economics 2017 Report "The Economic Impacts of
Counterfeiting and Piracy"
CHAIRMAN'S STATEMENT
I am pleased to present the Group's first set of full year results as an AIM
company for Quantum Base, which show a year of exceptional progress, delivered
by a dedicated and rapidly expanding team, as we continue to build on our
success and structure the Group to meet the significant and long-term market
opportunities ahead.
We have taken the discoveries of Professor Robert Young in the field of
Quantum Physics and are commercialising the Quantum Identities (Q-IDs) to
provide near unbreakable and non-replicable authenticity tags. We secured our
first commercial contracts signing framework agreements with two security
printers during the year. The Group has moved ahead significantly during the
period and is well set and in a strong position to deliver future growth.
Our stock market Admission earlier this year was a key milestone for the
Group, with our AIM status and new capital structure enhancing our profile,
incentivising our people and enabling us to invest in our ambitious growth
plans. The management team remains well invested in the business' success,
having retained circa 20% of the Company's total issued share capital at IPO,
and I am confident that Quantum Base will continue to grow rapidly and deliver
value for shareholders over the longer term.
Culture
Our people are central to the Group's success and to delivering on the Board's
growth ambitions. We have made significant investment to establish a structure
that supports an inclusive culture, based on collaboration, support, wellbeing
and innovation.
We have seen continuing evidence of the strength of the culture across the
business as the team at Quantum Base have met new challenges with a positive
and proactive attitude. These behaviours have enabled us to continue to move
forward ahead of, and through the IPO process, allowing the business to
continue to make significant progress on the development of the Q-ID solution,
supporting clients in a collaborative and innovative way.
We believe that in order to realise our ambition to create a new global
standard in authentication, which will significantly mitigate global
counterfeiting, this will be underpinned by the people at the heart of the
business. As the business grows, we will continue to resource our team to
support the expanding Group. We have an incredible depth of expertise across
the Company and see a clear pathway to develop and evolve this further.
Strategy and growth
On Admission to AIM, the Group raised £3.4 million net proceeds (after
deducting cash payments in relation to fund raising and Admission costs) to
provide growth capital to support our ambitions. Our strategy for growth is
focused on driving organic growth to address the $2.8 trillion of lost revenue
through global counterfeiting with an initial focus on the tax stamp industry.
Our organic growth is underpinned by a number of key strengths:
· Secure technology means it is practically impossible to replicate
Q-IDs using even the most advanced available technology. Q-ID harnesses the
randomness that is inherent at nanometre length scales; the atomic composition
of molecules and how the interaction between molecules depends on their
proximity. The sheer volume and variation of the interactions that occur at
nanoscale means that there is a virtually infinite number of combinations that
can be created.
· The Company's commercialisation drive is based on a "design and
licence" model where Quantum Base will initially work with a customer to
establish their needs, design the most suitable application for their products
and then licence its technology on a project specific basis. We have already
established two framework contracts and have further discussions with a number
of potential new clients.
· Proven and protected technology whereby Q-ID technology and its
application processes have undergone rigorous adversarial and competitive
testing from the two existing printing partners and from various other
potential clients. In particular, in order to secure our first framework
contract, Q-ID was subject to significant external adversarial testing on
prototype tax stamps; Quantum Base's authentication app correctly identified
all counterfeit tax stamps. This is allied to a broad patent portfolio
protecting the intellectual property surrounding Q-ID.
· Technology development enables us to extend our advantage in the
markets in which we operate and lay the groundwork for broader expansion into
new verticals. This work has included advances in the ease and speed of
integration to enable new clients to onboard more quickly. We also continue to
explore other areas of quantum security including a quantum random number
generator (Q-RAND).
Environmental, social and governance
The Company conducts its enterprise in a responsible manner, treating its
business partners and employees fairly and respectfully, understanding the
importance of restricting the negative impacts of its operations on the
environment, and advocating those principles with those whom it does business
with.
The Company emphasises its commitment to sustainability, employee welfare and
development, diversity, equal opportunities, reducing waste and supporting
charitable initiatives. The Company operates in an ethical manner across the
jurisdictions in which it does business.
Board and governance
I was appointed to the Board as Chair in February 2024 to support the Company
though IPO and as an AIM company, and I am joined by Lucy Tarleton and Adrian
Collins as Independent Non-Executive Directors, who both joined at Admission.
Together, the Board has extensive experience in dealing with a broad range of
market conditions and rapid strategic growth. I am pleased to have such
diverse knowledge and expertise around the Board table.
As Chair, it is my responsibility to ensure that Quantum Base has both sound
corporate governance and an effective Board. Since the Company was admitted to
AIM, we have chosen to adopt the Quoted Companies Alliance's Corporate
Governance Code, (the "QCA Code"), having regard to the Company's size, Board
structure, stage of development and resources.
To meet the requirements of the QCA Code, the Board has worked to introduce
new structures and processes to improve corporate governance across the Group.
We are committed to continuing to evolve and develop these in line with
corporate governance best practices.
Outlook
We will maintain our focus on the security printing industry as we continue to
build on our competitive technological advantage but are very mindful of the
opportunities elsewhere across many verticals.
Quantum Base works closely with its clients to help them provide a better
experience and better outcomes for their customers. We see continuing growth
in the global counterfeiting market and believe this is a major and long-term
trend which we can address through our Q-ID solution. With the funds from the
IPO, we have significantly invested into our core operations and are now well
positioned to support this ambition, as we expand into new regions, industries
and capabilities.
FY25 was a momentous year for the Group and provides the platform to support
the long-term growth of the business. On behalf of the Board, I would like to
thank everyone who has contributed to delivering products and solutions to our
clients and also those who have supported them.
Our aspiration is that global counterfeiting can be significantly reduced
through the use of Q-IDs, creating a new global standard in security. The
market opportunity is huge and we look forward to reporting on further
progress over the coming year.
Mark Fahy
Non-Executive Chair
31 October 2025
CHIEF EXECUTIVE OFFICER'S STATEMENT
Review of the year ended 30 April 2025
This has been a pivotal year for the business with two major highlights.
FY25 was an incredible year for our business. We began the year pre-revenue
and ended the year with a major Tier 1 security printing client, our
technology proven in the field protecting government tax stamps, and a
successful listing on the LSE's AIM. The business has since made a strong
start as a listed company with substantial product development, a robust and
growing customer pipeline and exciting new contracts coming online.
Our go-to-market model is a "design and license" approach where we partner
with customers to design applications suited to their products and then
license our technology on a project specific basis. During the year, Quantum
Base signed a significant framework agreement with a major printing partner
(Customer #1), containing pre-agreed terms enabling the partner to market and
sell our Q-ID technology to their clients. Under the framework agreement, we
signed a Call-off Agreement to apply Q-ID to tax stamps for a government
client, which is now generating our first recurring revenues.
The Company raised gross funds of £4.8 million as part of listing the
business on AIM (£3.4 million of cash proceeds net of issue costs). This is
being used to strengthen the team, further develop the Q-ID technology and
access further customers using channel partnerships across a wide range of
verticals. The Directors believe that the listing also enhances the reputation
of the business from a commercialisation perspective.
Progress made since 30 April 2025
The business has made several substantial scientific and technical
advancements since the year end:
· Ink: the business is developing a number of new ink formulations
used to print Q-IDs. The objective of this development activity is to make the
inks more durable and extend their shelf-life; to make them capable of being
applied across a broader range of substrates; and to make them compatible with
additional printing methods;
· Mobile devices: the business has onboarded a number of additional
iOS and Android mobile phones to substantially broaden the range of devices
supported by the technology. This is important from an 'ease of use'
perspective' when deployed by the end customer. The business now supports 170
different device types across the iOS and Android platforms; and
· Application development: investment is also being made in the
mobile app used to control the process of authenticating the Q-ID. The aim of
this is to improve the end-user experience and optimise the Right First Time
success rate.
Together, these advancements continue to increase the attractiveness of the
Q-ID proposition, which can be summarised as:
1. First and foremost, it is 100% secure. Q-IDs cannot be copied or
faked. Every Q-ID is unique due to atomic level imperfections;
2. There's no need for expensive scanners - just a smartphone and the
app. This makes it perfect for multiple use cases including authentication by
consumers;
3. It's simple to integrate, using common printing methods and
substrates; and
4. It captures data not just for counterfeiting protection but also
traceability and consumer insights This has enabled the business to build a
strong pipeline of opportunities.
In addition, the business has secured a £250,000 expansion of an existing
contract with its largest customer, Customer #1. This revenue is due in the
current financial year ending 30 April 2026 and is in addition to a previous
expansion of £96,000 on the same contract. Under a framework agreement,
Quantum Base enables Customer #1 to market and sell the Company's Q-ID
technology to its clients, with the first application of Q-IDs being on tax
stamps for a government customer. The amended contract now accounts for
additional features and supported devices.
Overall, progress since Admission has been consistent with expectations set
out in the Company's Admission Document. The expansion of the principal
customer framework provides early validation of the Group's design-and-
license model. The Company remains on track to sign four new commercial
contracts in the financial year ending 30 April 2026 and looks forward to
providing further updates as they materialise in the near future.
Going concern
The Group incurred losses and cash outflows during the year, reflecting its
continued investment in commercialisation activities and IPO preparation. The
Board has reviewed detailed forecasts, funding plans and sensitivity analyses
for at least twelve months from the date of approval of these financial
statements and remains confident that the Group has appropriate plans and
resources in place to support its activities for the foreseeable future.
Further information of the Directors' going-concern assessment is provided in
Note 1.3 to the financial statements.
Outlook
The business has made a strong start to life as a listed company with
substantial product development, a robust and growing customer pipeline and
exciting new contracts coming online.
Quantum Base's technology is ready-made for tax stamps and secure documents,
which utilise relatively simple paper- based substrates. The core focus of the
business is to both deliver the current year revenue targets by engaging with
and onboarding a range of potential partners, including large multi-national
security printers, and to start building recurring revenues for the following
year.
With a growing counterfeit problem globally, it is also clear that there is a
much broader range of potential applications for our ground-breaking
technology. We continue to explore new use cases including direct-to-product
markings, luxury goods, pharmaceuticals, automative parts, aerospace and
potentially more niche applications such as gold bullion. The business will
continue to explore exciting future opportunities to enable it to accelerate
both growth and the timeline to profitability."
Thomas Taylor
Chief Executive Officer
31 October 2025
STRATEGIC REPORT
PRINCIPAL ACTIVITES
Principal activities
Quantum Base Holdings plc is a public limited company incorporated and
domiciled in England and Wales. The Group is engaged in the research,
development and commercialisation of quantum-based authentication and anti-
counterfeiting technologies. Its core innovation, Q-ID, provides unique,
non-replicable optical identifiers that can be read using a standard
smartphone to verify the authenticity of products and documents.
The Group's business model is based on designing and licensing its proprietary
technologies through partnerships with commercial printing and security
providers, enabling customers to integrate Q-ID and related solutions into
existing production and verification processes. The Group's corporate head
office is located in London, with its principal research and development
activities undertaken at Lancaster University.
Business model
Quantum Base's commercial approach is based on a design-and-license model,
through which the Group works with security printing and manufacturing
partners to integrate its proprietary Q-ID quantum authentication technology
into their products and processes.
Under this model, Quantum Base collaborates with customers to assess their
anti-counterfeiting and brand-protection requirements, designs a Q-ID solution
tailored to their materials and production methods, and then licenses the
technology for deployment. The Group's customers are primarily security
printers and product-manufacturing partners who can embed Q-ID identifiers
within existing print or packaging workflows.
The Q-ID technology produces unique, non-replicable optical quantum signatures
that can be authenticated instantly using a standard smartphone, allowing
manufacturers, retailers and consumers to verify the authenticity of goods
anywhere in the world.
This approach provides a scalable route to commercialisation, enabling Quantum
Base to generate income from licence fees and future royalty or service
revenues, while its partners gain access to next-generation, low-cost, and
smartphone-readable authentication solutions that enhance trust and
transparency across global supply chains.
Key Strengths
Quantum Base's technology and business are built upon a number of core
strengths that differentiate the Group within the global authentication and
anti-counterfeiting market.
Proprietary quantum technology
The Group's Q-ID platform uses patented nanomaterials that exploit the
fundamental randomness of quantum mechanics to create identifiers that are
physically unclonable and unique. Each Q-ID mark contains a natural quantum
signature that cannot be copied or simulated, providing an unrivalled level of
security compared with conventional optical or digital codes.
Smartphone-readable verification
Unlike traditional authentication technologies that require specialist readers
or laboratory analysis, Q-ID tags can be verified instantly using a standard
smartphone camera and app interface. This feature enables mass-market
scalability and easy adoption across diverse industries and supply chains.
Scalable, low-cost manufacturing
Q-ID can be applied using existing high-speed printing or coating techniques,
allowing the technology to be integrated within established commercial
printing and packaging processes without major capital expenditure. This makes
the solution cost-effective at volume and suitable for global deployment.
Partnership-driven route to market
The Group's design-and-license model enables collaboration with established
security printers, materials producers and brand owners who already serve
regulated or high-value sectors such as pharmaceuticals, luxury goods, and
document security. These partnerships provide a rapid route to
commercialisation and recurring revenue.
Strong intellectual-property position
Quantum Base holds a portfolio of granted patents and trademark registrations
protecting its core quantum-security inventions and the Q-ID brand. This IP
base underpins the Group's competitive advantage and supports future
commercial partnerships and licensing activity.
STRATEGIC REPORT
FINANCIAL REVIEW
Revenue
The Group generated its first revenues of £18,000 (2024: £nil) following
initial framework and call-off agreements with security-printing partners.
Operating performance
Administrative expenses increased to £5.1 million (2024: £1.5 million),
primarily reflecting a £2.8 million share-based- payment charge recognised on
options granted to employees, advisers and directors in connection with the
Company's Admission to AIM and £0.9 million of costs of Admission to AIM.
Staff costs excluding share-based-payment charges were £0.74 million (2024:
£0.45 million), reflecting a modest increase in headcount and associated
employment costs. Directors' remuneration increased from £61,000 in 2024,
when there were two directors, to £462,000 in 2025 with four directors, of
which £292,000 related to gains on the exercise of share options.
Depreciation, amortisation and impairments charges rose £123,000. This
comprised impairments of £68,000 (2024:£nil) and an increase in depreciation
and amortisation by £55,000 to £110,000 (2024: £55,000). This was largely
due to higher levels of capitalised development expenditure totalling
£761,000 (2024: £319,000) as the Group continued to advance its R&D
activity and commercial readiness of the Q-ID platform. The remaining
administrative expenses included legal, audit and other professional fees,
together with costs associated with Admission, governance activity and wider
business-development work undertaken during the year.
As a result, the operating loss was £5.1 million (2024: £1.5 million) and
the loss before tax £5.1 million (2024: £1.4 million). After recognising a
tax credit of £0.28 million (2024: £0.20 million) for R&D relief, the
loss after tax was £4.8 million (2024: £1.3 million).
Cash flow and liquidity
Net cash used in operating activities was £2.2 million (2024: £0.67
million). The Group ended the year with cash and cash equivalents of £2.2
million (2024: £0.22 million). The movement reflects operating losses and
professional fees linked to Admission. The increase in cash primarily resulted
from the net proceeds of £3.4 million raised through the Company's Admission
to AIM, after deducting £0.6 million of share-issue costs charged to the
share-premium account and £0.8 million of payments of Admission costs from
gross fund-raising of £4.8 million. The funds have been used to strengthen
the balance sheet and provide working capital to support commercial and
technical development.
Performance metrics
The Board monitors a range of financial and operational metrics to assess the
Group's progress.
The measures presented below are those that the Board considers most relevant
to understanding the Group's performance and position during the period,
focusing on revenue growth, operating performance, cash resources and
investment in development activities as key indicators of early-stage
progress.
Given that the Company had been admitted to AIM only shortly before the
financial year-end, these metrics provide a proportionate and meaningful basis
for understanding performance during the period and for establishing a
consistent baseline for future reporting. They will form the foundation of a
formal KPI framework to be developed further as the Group's operations and
trading history mature.
The following tables summarise the Group's key financial and operational
metrics for the year ended 30 April 2025:
Operational metric FY25 FY24 Performance commentary
Customers 1 - First commercial customer engagement established through a framework and
call-off agreement with a security-printing partner.
Average employees 15 14 Selective expansion of technical and finance functions ahead of Admission and
initial commercial rollout.
Financial metric FY25 FY24 Performance commentary
Revenue (£'000) 18 - First revenues recognised from early-stage customer activity, marking the
transition to commercial operations.
Loss before taxation (£'000) (5,116) (1,448) Increase primarily due to share-based-payment charges and Admission-related
costs.
Adjusted EBITDA (£'000) (1,312) (1,007) Increase reflecting higher staff and operating costs as the Group expanded
ahead of Admission.
Cash and cash equivalents (£'000) 2,234 215 Increase reflects net IPO proceeds of £3.4 million, providing funding for
development and commercialisation.
Development costs capitalised (£'000) 761 319 Continued investment in R&D, more than doubling year-on- year as Q-ID
moved closer to commercial deployment.
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
The Group's activities expose it to a variety of business risks typical of
early-stage technology companies. The Board periodically reviews these risks
and the effectiveness of the systems and controls established to manage them.
Early-stage risk and customer concentration
While the science and technology behind Q-ID has been developed over several
years, the product remains at an early stage of commercialisation. The
Company's first major customer contract was signed in October 2024, with the
first invoice issued in January 2025. At present, the Group has contractual
relationships with one paying customer.
The CEO's statement outlines the ongoing commercial activities aimed at
developing new revenue-generating opportunities. However, at this stage of the
Group's development there remains relatively low revenue visibility and a high
degree of dependence on early customer adoption.
Research and development
The Group continues to invest in the development of its Q-ID products and
associated technologies. This carries the risk that certain projects may not
deliver the expected technical or commercial outcomes.
Note 15 to the financial statements provides details of the Group's intangible
assets. During the year ended 30 April 2025, the Group invested in and
capitalised £761,000 in development costs and a further £175,000 in
associated patents and licences, both of which are expected to generate future
revenues. There were £68,000 of impairment write- downs of intangible assets
during the year (2024: £nil).
People risk
The Group employs a small team of highly specialised technical and commercial
staff, each of whom plays a key role. The loss of any such individuals could
have a material impact on operations.
Quantum Base mitigates this risk through competitive remuneration and benefits
and by developing an all-employee share incentive plan to strengthen employee
retention and align employees with long-term shareholder value creation.
Information technology and cyber risk
In delivering Q-ID products and services, the Group handles sensitive client
data and depends on uninterrupted system availability. Any data breach or
significant outage could cause reputational damage and financial loss.
The Group works with established reputable technology providers and maintains
appropriate security measures, including multi-factor authentication and
regular systems reviews.
Intellectual property risk
The Group's value is closely tied to its portfolio of patents, trademarks,
copyright, design registrations and proprietary know how. Intellectual
property protection is inherently limited and enforcement may be costly or
difficult. The Group engages experienced patent attorneys to maintain and
strengthen its IP portfolio and to monitor potential infringements.
Liquidity and going-concern risk
The Group's ability to deliver its strategic objectives depends on maintaining
adequate funding and working-capital headroom. Following Admission to AIM in
April 2025, the Group held £2.2 million of cash and no borrowings. Detailed
forecasts prepared by management indicate sufficient resources for at least
twelve months from the approval of these financial statements.
However, as the Group remains at an early stage of commercialisation, a
material uncertainty exists due to the limited proportion of contractually
committed revenues. Potential shortfalls could arise if expected customer
receipts or funding initiatives are delayed. To mitigate this risk, the
Directors consider a range of actions, including control of discretionary
expenditure, seeking grant or collaborative-project funding, and raising
additional equity and the use of invoice finance where feasible.
While the Directors remain confident that the necessary funding will be
secured as required, these conditions represent a material uncertainty that
may cast significant doubt on the Group's ability to continue as a going
concern. Further detail is provided in Note 1.3 to the financial statements.
STRATEGIC REPORT
S172 STATEMENT
The Board makes a conscious effort to try and understand the interests of our
stakeholders, and to reflect them in the choices we make in creating long-term
sustainable success for the business.
This section serves as our s172 statement and should be read in conjunction
with the Strategic Report and the Company's Corporate Governance Statement.
s172 of the Companies Act 2006 (CA) requires the Directors to act in a way
that they consider, in good faith, would most likely promote the success of
the Company for the benefit of its members as a whole, taking into account the
following factors (among others) listed in s172:
a) the likely consequences of any decision in the long term: The Group's
outlook is set out in the Chief Executive Officer's Statement on pages 8 and
9. Associated risks are highlighted throughout the Strategic Report.
b) the interests of the Group's employees: Our employees are fundamental
to us achieving our long-term strategic objectives. Employee well-being and
development is a strategic priority for the business and this is reflected in
a remuneration policy that seeks to ensure that employees are aligned with the
strategic goals of the business and are appropriately rewarded for success.
c) the need to foster the Group's business relations with suppliers,
customers and others: As a growing business, successful and effective
engagement with customers and suppliers is paramount to meeting our strategic
objectives. Senior management engages in regular meetings with key
stakeholders through a variety of channels to promote the building of
long-term relationships.
d) the impact of the Group's actions on the community and the environment:
The Group operates honestly and transparently. We consider the impact on the
environment on our day-to-day operations and how we can minimise this.
e) the Group's reputation for high standards of business conduct: Our
intention is to behave in a responsible manner, operating within the high
standard of business conduct and good corporate governance, as highlighted in
the Corporate Governance Statement on page 15.
f) the need to act fairly between members of the Company: The Directors
recognise that members have different view and objectives. Quantum Base
engages in active communications with shareholders as detailed in the
Corporate Governance Statement on page 15.
The position of the Company at the year end
At 30 April 2025, the Group had total assets of £4.5 million (2024: £1.2
million), including £2.2 million (2024: £0.22 million) of cash and cash
equivalents, and net assets of £4.0 million (2024: £0.81 million). The
increase in net assets reflects the successful Admission of the Company to AIM
in April 2025 and the associated equity funding of approximately £4.8 million
gross (£3.4 million net after fund-raising and Admission costs). The
Directors believe that this strengthened balance sheet, together with the
Group's early commercial revenues from its Q-ID technology, provides an
appropriate platform for delivery of its strategic objectives in the coming
financial year.
The Strategic Report on pages 10 to 14 was approved by the Board on 31 October
2025 and signed on its behalf by:
Thomas Taylor
Chief Executive Officer
Date: 31 October 2025
CORPORATE GOVERNANCE
BOARD OF DIRECTORS
Mark Joseph Fahy (Independent Non-Executive Chairman, aged 52)
Mr Fahy joined the Board on 13 February 2024. He has worked in the City of
London for most of his career initially as an institutional fund manager and
then for 14 years as the London Stock Exchange's Head of UK Small and Mid-Cap
Companies. He has significant experience in supporting companies through the
process of floating on both AIM and the official list of the FCA.
Thomas ("Tom") Robert Taylor (Chief Executive Officer, aged 38)
Mr Taylor joined the Board on 5 September 2024 having joined the Company as
Chief Commercial Officer in January 2024. He previously fulfilled a number of
management roles at Made Tech Group plc before and after its AIM flotation
including as Head of Sales and Central Government working with clients
including HMRC, the Ministry of Justice, the Home Office, the Met Office and
the DVLA. Having originally been one of the founders of a ticketing agency in
his native New Zealand, he fulfilled a number of software related roles before
joining Made Tech Group plc.
David Edward Spencer Broadbent (Chief Financial Officer, aged 56)
Having graduated from Durham University with a degree in Classics, he
qualified as a Chartered Accountant with PricewaterhouseCoopers before working
in finance and commercial roles at Provident Financial plc, IPF plc, Fairpoint
Group plc, Bank North Limited, LendInvest plc and Together Personal Finance
Limited.
Robert James Young (Chief Scientific Officer, aged 45)
Professor Young joined the Board on 10 March 2020 having been a director of
the Company's subsidiary QBL since 15 August 2014 as one of the founders. He
holds a master's degree in physics from the University of Oxford and a PhD in
Physics from the University of Cambridge. Having been a research scientist at
Toshiba Research Europe and the Tyndall National Institute, he joined
Lancaster University in 2009 and was appointed as a professor in 2017 having
also been a director of the Lancaster Quantum Technology Centre.
Lucy Constance Tarleton (Senior Independent Non-Executive Director, aged 47)
Having graduated from Durham University with a degree in Modern Languages, she
qualified as a Chartered Accountant with PricewaterhouseCoopers before
becoming a manager in that firm's Capital Markets Group and a corporate
finance manager at Smith and Williamson. She spent four years in the London
Stock Exchange's UK Equity Primary Markets team and then six years as a
Director in PricewaterhouseCoopers' Capital Markets Group before becoming a
director of financial operations and strategy at consultants CFPro.
Adrian John Reginald Collins (Independent Non-Executive Director, aged 71)
He has extensive experience in the fund management business having held senior
roles at Gartmore, where he was Managing Director, Trustnet, Jupiter,
Bestinvest and Lazard Investors. He was the executive chairman of Liontrust
Asset Management from 2009 to 2019. Mr Collins is an experienced non-executive
director and currently has non- executive roles on the boards of Hargreaves
Lansdown plc, LSL Property Services PLC and Logistics Development Group plc.
Phillip Speed (Non-Executive Director, aged 58)
Phillip co-founded Quantum Base alongside Professor Robert Young in 2013 and
served as CEO and Director of the Company until October 2023. Alongside this
fundamental role in the foundation and expansion of Quantum Base,
Phillip has substantial expertise in project management, sales and marketing,
new technology, business growth, and start-ups, which has been cultivated over
a 30-year career. His previous roles include Head of Retail for NTL (now
Virgin Media), Business Manager Enterprise Telephony for Stratus Technologies,
and Founder and Managing Director of Kuiper Systems.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE STATEMENT
The Directors recognise the importance of high standards of corporate
governance. Following the Company's Admission to AIM in April 2025, the Board
has adopted the 2023 Quoted Companies Alliance Corporate Governance Code ("QCA
Code").
The Board believes that Quantum Base's success depends on a strong governance
framework and has established high standards since inception. The Board
regularly reviews its composition and skills to ensure adherence to the ten
QCA principles, as appropriate to the size and nature of the business. Further
details will be made available on the Company's website at
investors.quantumbase.com/governance/)
Principle 1: Establish a purpose, strategy and business model which promote
long-term value for shareholders
Quantum Base's purpose is to commercialise scientifically proven
quantum-security technologies that establish a new global standard in
authentication. Its core mission is to deploy the proprietary Q-ID technology,
which uses the randomness of quantum mechanics to create unique, unreplicable
identities, to combat counterfeiting and protect brands, governments and
consumers.
This purpose underpins the Group's strategy and business model, both designed
to deliver sustainable, long-term shareholder value through scientific
leadership, commercial scalability and disciplined governance.
The Group's strategy is focused on:
· Commercial deployment of Q-ID in the global security-printing
market, initially in government tax-stamp and excise- duty programmes.
· A design-and-licence model in which Quantum Base designs
customer-specific applications and licenses them to partners under framework
agreements, supporting scalability, efficiency and recurring revenue.
· Partnership-led growth through long-term collaborations with
international security printers and technology integrators.
· Continued innovation and IP development to strengthen its
technological lead.
· Embedding the QCA Code to maintain robust oversight, risk
management and stakeholder engagement. Quantum Base operates an asset-light,
licensing-driven model:
· Developing and protecting its quantum-security IP through ongoing
R&D and patent filings.
· Partnering with manufacturers who pay design, set-up and
recurring licence or royalty fees linked to production volumes.
· Scaling rapidly with limited capital expenditure while
maintaining control of core technology.
· Generating high-margin, predictable income streams to fund future
innovations such as Q-RAND®, a quantum random number generator.
The Board believes this strategy promotes enduring shareholder value by:
· Targeting a global anti-counterfeiting market exceeding $2.8
trillion annually.
· Building a scalable, defensible IP position through patents and
trademarks.
· Creating recurring licence income that compounds as partnerships
expand.
· Upholding strong governance and ethical standards that strengthen
stakeholder confidence.
The Board reviews the Group's strategy regularly to ensure that it continues
to align with its purpose and values, remains responsive to technological and
market developments, and supports long-term shareholder value creation.
Principle 2: Promote a corporate culture that is based on ethical values and
behaviours
The Group recognises its responsibility to employees and wider stakeholders.
The Board promotes a culture of integrity, honesty, trust and respect, with
all staff expected to act ethically in all dealings.
Policies in the employee handbook (including whistleblowing, social-media, and
anti-bribery and corruption) reinforce these standards and embed the desired
culture across the business. The Board is responsible for ensuring that these
values guide the Group's objectives and strategy.
Culture is led from the top and remains a regular Board agenda item,
reflecting its importance to the Group's long-term success.
Principle 3: Seek to understand and meet shareholder needs and expectations
The Board is committed to open, transparent communication with shareholders
through Regulatory News Service announcements, annual and half-year reports,
investor presentations and meetings. Contact details for investor engagement
are provided on the Company's website at
investors.quantumbase.com/contact-us/, and shareholders are encouraged to
attend the Annual General Meeting to engage directly with the Board.
The Chair, Chief Executive and other Directors hold periodic meetings with
current and potential investors, supported by the Company's nominated adviser,
broker and financial-public-relations advisers. These meetings allow
discussion of performance and strategy following results announcements and at
other appropriate times, ensuring that key messages are clearly understood and
accurately conveyed.
The Board considers feedback from shareholders, both directly and through its
advisers, when evaluating strategy and governance, helping to ensure
continuing alignment with shareholder expectations and long-term value
creation.
Principle 4: Take into account wider stakeholder interests, including social
and environmental responsibilities, and their implications for long-term
success
The Board recognises that the Group's long-term success depends on
constructive relationships with employees, customers, suppliers, advisers,
regulators and the wider community. Regular updates on stakeholder engagement
ensure their interests are reflected in decision-making and strategy.
The Group conducts its business responsibly and sustainably, promoting
diversity, equal opportunity and wellbeing, and seeking to minimise
environmental impact while encouraging similar standards among partners and
suppliers. Social and environmental responsibilities are integral to the
Group's purpose and strategy and will be monitored as the business grows.
Principle 5: Embed effective risk management, internal controls and assurance
activities, considering both opportunities and threats, throughout the
organisation
The Board has overall responsibility for the Group's system of risk management
and internal controls, designed to safeguard shareholders' interests and
assets by identifying, assessing and mitigating principal risks to strategic
objectives. These procedures are intended to manage, not eliminate, risk and
provide reasonable assurance against material misstatement or loss. Further
details of principal risks are provided in the Strategic Report on page 10 and
the Group's financial-risk policies in note 20 to the financial statements.
The Audit Committee - constituted post-IPO and chaired by Lucy Tarleton, with
Mark Fahy and Adrian Collins as members - supports the Board in monitoring
these controls and the relationship with the external auditor. The Committee
meets at least twice a year, and its Chair has recent relevant financial and
commercial experience. Its terms of reference reflect current best practice,
including authority to recommend auditor appointment or removal, review
independence and non-audit services, and obtain information or professional
advice at the Group's expense where necessary.
Although newly admitted to AIM, the Board will conduct a formal annual review
of risk-management and control systems. Given the Group's current size and
existing safeguards, a separate internal-audit function is not considered
necessary at this stage.
The Group maintains high standards of business conduct. In line with the UK
Bribery Act 2010, it operates a zero- tolerance approach to bribery and
corruption and maintains whistleblowing and share-dealing policies to ensure
compliance with the Market Abuse Regulation and AIM Rules.
The Board and senior management continue to strengthen the control framework
and assurance processes as the business grows, ensuring governance remains
proportionate, effective and responsive to evolving risks.
Principle 6: Establish and maintain the board as a well-functioning, balanced
team led by the chair
The Board is collectively responsible for the Group's long-term success and
provides effective leadership within a framework of sound controls. The
Non-Executive Chair, Mark Fahy, leads the Board and is responsible for its
governance, performance and effectiveness.
At Admission, the Board comprised three Executive and three Non-Executive
Directors, two of whom (Lucy Tarleton and Adrian Collins) are considered
independent under the QCA Code. The balance of skills and experience is
appropriate for the Group's current scale and complexity, with the Chair and
Non-Executive Directors offering independent oversight and constructive
challenge to management.
The Board is supported by three committees, each with clear terms of reference
and a majority of independent Non- Executive Directors:
· Audit Committee: chaired by Lucy Tarleton, with Mark Fahy and
Adrian Collins.
· Remuneration Committee: chaired by Mark Fahy, with Lucy Tarleton
and Adrian Collins.
· Nomination Committee: chaired by Adrian Collins, with Mark Fahy
and Lucy Tarleton.
Philip Speed joined the Board after the year end, and committee composition
will be reviewed to ensure governance structures remain appropriate.
Although no Board or Committee meetings occurred between Admission on 4 April
2025 and the financial year end, a schedule of at least six meetings per year
has now been established. Comprehensive papers are circulated in advance to
enable Directors to discharge their duties effectively, and attendance will be
reported in future Annual Reports.
Principle 7: Maintain appropriate governance structures and ensure that
individually and collectively the directors have the necessary up-to-date
experience, skills and capabilities
The Board has established governance arrangements proportionate to the Group's
size and stage of development. Together with the Audit, Remuneration and
Nomination Committee, each operating under formally approved terms of
reference reviewed periodically by the Board, these structures provide an
effective framework for oversight, accountability and decision-making.
The Chair leads the Board and ensures its effectiveness, while the Chief
Executive Officer manages day-to-day operations and implements strategy.
Non-Executive Directors bring independent judgement and broad experience
across finance, governance and technology commercialisation, ensuring that no
individual or group can exercise undue influence.
This blend of Executive and Non-Executive Directors enables objective
decision-making and appropriate control of the Group's business. The Board
believes its composition currently provides a strong balance of strategic,
scientific, operational and financial expertise. Director biographies
outlining relevant skills and experience appear on page 15.
Directors are expected to devote sufficient time to their duties and remain
well-informed about the Group's activities and markets. The Company Secretary
and external advisers provide updates on governance and regulatory
developments. The Board keeps its governance framework and collective skills
under review to ensure they remain appropriate as the Group grows.
Principle 8: Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
The Board is committed to regular evaluation of its own performance and that
of its Committees and individual Directors to ensure ongoing effectiveness and
alignment with shareholder interests. As the Company was admitted to AIM
during the year, a formal review had not yet been undertaken by the financial
year end.
An annual performance-review process, led by the Chair, will assess the
effectiveness of the Board, its Committees and individual Directors, and
review the balance of skills, experience and diversity, identifying areas for
development. External evaluation will be considered as the Group matures.
The Nomination Committee will oversee the process and make recommendations on
succession planning and any changes needed to maintain an effective governance
framework.
Principle 9: Establish a remuneration policy which is supportive of long-term
value creation and the company's purpose, strategy and culture
The Company has a formal and transparent process for setting executive
remuneration and determining individual Directors' packages. No Director is
involved in deciding their own pay.
The Remuneration Committee, chaired by Mark Fahy, determines and recommends to
the Board the remuneration framework for Executive Directors and senior
management. The policy is designed to attract and retain high-calibre
individuals while aligning reward with the delivery of strategy and long-term
shareholder value.
Remuneration comprises fixed and performance-related elements, with variable
pay linked to corporate and individual performance. Further details are
provided in the Report of the Remuneration Committee on page 20, which
outlines proposals for an annual bonus and long-term incentive plan to support
growth objectives and embed a culture of value creation. The Committee,
supported by independent external advisers, also has authority to grant share
options as part of overall packages.
The Committee keeps remuneration arrangements under review to ensure they
remain competitive and proportionate to the Group's size and complexity. The
Company intends to submit its annual remuneration report to shareholders for
an advisory vote at each AGM.
Principle 10: Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other key stakeholders
The Board is committed to open, transparent communication with shareholders
and other stakeholders. Key channels include the Annual Report and Accounts,
interim results, Regulatory News Service announcements and updates on the
Company's website at investors.quantumbase.com.
The Annual General Meeting ("AGM") provides an important opportunity for
shareholders to engage directly with the Board, discuss performance and
governance matters, and provide feedback. Details of the AGM and proposed
resolutions are set out in the formal Notice of Meeting.
A summary of how the Company applies the QCA Corporate Governance Code will be
made available on its website at
https://investors.quantumbase.com/governance/, consistent with the disclosures
in this Annual Report. Feedback from shareholders and stakeholders is reviewed
regularly and informs the Board's governance and strategic decision-making.
CORPORATE GOVERNANCE
REPORT OF THE REMUNERATION COMMITTEE
Annual Statement from the Chair of the Remuneration Committee
We were delighted to list our shares on the AIM Market in April 2025, a key
step in our decade long journey from a Lancaster University spin-out to a
British scientific success story. Our AIM listing gives us direct access to a
larger pool of investors and provides further independence and credibility of
our business.
As a listed entity, we are holding ourselves to higher levels of governance
and since our Listing we have undertaken a review of executive directors'
remuneration to ensure our practice and policies support the next phase of our
growth and are aligned with prevailing good practice principles.
The Remuneration Committee took independent advice and consulted leading
shareholders on remuneration proposals and we have introduced an annual bonus
scheme and a long-term share plan to align our senior management team and
broader employee base with the ongoing success of the business. This includes
a market standard bonus scheme which will pay out depending on performance
measured over one year and a long term incentive plan under which annual
awards will be granted that may vest after three years subject to continued
service and the achievement of stretching performance criteria.
In line with the latest guidance from the Quoted Companies Alliance (QCA), we
will have an advisory shareholder vote on our directors' remuneration report
at our AGM. I hope you will be supportive of the steps we have made to align
with good corporate governance and market practice.
Directors' Remuneration Policy
In forming our Policy, the Remuneration Committee developed key reward
principles, which include:
· Pay arrangements should support our need to attract and
retain employees
· Reward structures should take account of good practice
and governance, and should ensure there is an appropriate balance between
short- and long-term reward, and between cash and share-based remuneration
· Incentive structures should reward the successful
delivery of the Group's strategic ambition and long-term decision making
· The arrangements should be simple to understand and
easy to communicate both internally and externally
· The value of packages should be positioned
appropriately against market levels to ensure they are fair and competitive
without being overly generous.
This section summarises our policy on directors' remuneration, effective from
1 May 2025.
Element Operation Maximum opportunity
Base Salary Salaries are usually reviewed annually and any increases are normally No maximum applies.
effective from 1 May. The Remuneration Committee considers salaries in the
context of an overall package with regard to market data, Group performance
and individual experience and performance. Adjustments may be made at other
times to reflect a change of responsibility.
While there is no prescribed maximum salary or increase, rises will normally
be in line with the typical range awarded (in percentage of salary terms) to
the wider workforce.
Larger salary increases may be awarded to take account of individual
circumstances, such as where:
- An Executive Director has been promoted or had a change in scope or
responsibility
- The Remuneration Committee sets the salary of a new hire at a
discount to the market level, and a series of planned increases can be
implemented in the next few years to raise it to the appropriate market
position, subject to individual performance
- The Remuneration Committee considers it fitting to adjust salaries
to reflect a significant increase in the size or complexity of the Group.
Increases may be implemented over a time period that the Remuneration
Committee deems appropriate.
Pension Employer contributions may be made to defined contribution pension Contributions will be no higher (in % of salary terms) than
arrangements or equivalent cash allowances are paid.
what is on offer to the general workforce.
Benefits Benefits may include life insurance, medical cover, other insurances and other Given it is not possible to calculate in advance the cost of all benefits, a
market standard benefits. maximum is not pre-
determined.
Annual bonus Executive Directors will have the opportunity to earn a cash bonus based on The maximum annual bonus opportunity is 75% of base salary.
achieving performance criteria set by the Remuneration Committee at the start
of the financial year.
The performance measures applied may be financial or non-financial, corporate,
divisional or individual, and in such proportions as the Remuneration
Committee considers appropriate. The measures and targets take into account
our short term priorities, our internal plan and market expectations. The
Remuneration Committee retains discretion to modify the bonus outcome so that
it is commensurate with overall business performance.
The Remuneration Committee reserves the right to defer or pay the bonus in
shares.
Long term incentives Under the LTIP, performance share awards in the form of nominal cost options The maximum LTIP grant level is 75% of base salary in any financial year.
will be granted to Executive Directors. Performance share awards will vest
after 3 years subject to the achievement of pre-set performance criteria and
continued service.
The Remuneration Committee has the discretion to amend the vesting level
should any formulaic outcome not reflect its assessment of overall business
performance.
Market standard good and bad leaver provisions apply and awards are subject to
malus and clawback provisions.
The contracts of Executive Directors may be terminated by either party giving
6 months' notice.
Non-Executive Directors receive a fee for the services provided (and may
receive additional fees for chairing committees and for other additional
responsibilities. They do not participate in any discretionary bonus or
Company share option scheme.
Directors' remuneration
Details of Directors' remuneration are provided in note 9 to the financial
statements. The core remuneration of the Directors is as follows:
Executive Directors Base salary
£'000
T Taylor 175
R Young 175
D Broadbent* 100
Non-executive Directors Annual fees
£'000
M Fahy 80
L Tarleton 45
A Collins 45
P Speed 40
*David Broadbent is contracted to work 2.5 days per week.
The Executive Directors receive additional benefits in the form of Private
Medical Cover and Death in Service cover at the rate of 3 times salary. The
Company makes contributions to a defined contribution scheme for all
employees, including the Executive Directors at a rate of 3% per annum,
conditional on the employee contributing 5%. As noted above, the contracts of
Executive Directors may be terminated by either party giving 6 months' notice.
Going forward, base salaries will be reviewed annually, with the levels of any
increases for Executive Directors taking account of the performance of the
Group, individual performance, additional responsibilities and external
indicators such as inflation and industry comparatives.
The Remuneration Committee, in discussion with the Executive Directors, will
review annual performance at the end of each calendar year. The Company
intends to implement an annual bonus scheme, linked to the delivery of
stretching revenue targets. Under the terms of the proposed scheme, the
Executive Directors may be eligible for annual bonuses of up 75% of base
salary, at the absolute discretion of the Remuneration Committee.
It is proposed that Executive Directors participate in a new Long Term
Incentive Plan (LTIP). Under the LTIP, performance share awards in the form of
nominal cost options will be granted to Executive Directors. Performance share
awards will time vest after 3 years. It is anticipated that the first awards
will be granted following the 2026 AGM. The maximum grant level will be set at
75% of base salary and awards will vest subject to continued service and
achieving absolute total shareholder return (TSR) targets. 25% of the award
will vest for delivering 100% TSR and full vesting for hitting 200% TSR or
higher based on the listing price of 23.1 pence.
Non-Executive Directors do not participate in any discretionary bonus or
Company share option scheme.
Share options
Note 25 to the financial statements discloses the share options granted by the
Company on 13 March 2024 under both EMI and unapproved schemes, with a total
of 49,704 options granted at an exercise price of £0.00005 per share (0.005
pence per share). At the start of the period, Thomas Taylor held 9,467 EMI
options and Mark Fahy held 3,156 non-EMI options. These options were exercised
on 31 March 2025, in conjunction with the share reorganisation described in
Note 26, resulting in 946,700 new Ordinary shares in respect of Thomas Taylor
and 315,600 new Ordinary shares in respect of Mark Fahy. There were no options
outstanding at 30 April 2025.
DIRECTORS' REPORT
Principal activities
The principal activity of the group continued to be that of the development of
practical, simple quantum security systems with mass market appeal.
Review of performance
A summary of Quantum Base's business activities during the year is set out in:
· The Chairman's Statement on page 6
· The CEO's Statement on page 8
These form part of the Strategic Report and include commentary on the position
of the Group at the year end, performance during the year and likely future
developments. In addition, Principal Risks and Uncertainties are discussed in
the Strategic Report and financial risk management objectives and policies are
outlined in note 20 of the financial statements.
Results and dividends
The results for the year are set out on page 39.
No ordinary dividends were paid during the year. The directors do not
recommend the payment of a final dividend.
As at the date of approval of these financial statements, the directors
confirm that no agreements, undertakings or commitments have been entered into
that would require or give rise to the payment of dividends in future periods.
Stakeholder engagement
Engagement with the Company's major stakeholders is detailed in the Corporate
Governance Statement and the Company website.
Directors
The directors who held office during the year and up to the date of signature
of the financial statements were as follows:
R J Young
M J Fahy
T R Taylor (Appointed 5 September 2024)
P Wild (Resigned 21 March 2025)
A Collins (Appointed 4 April 2025)
L C Tarleton (Appointed 4 April 2025)
D E S Broadbent (Appointed 4 April 2025)
P Speed (Appointed 28 July 2025)
Biographical details are shown on page 15.
All directors are required to seek election at the next AGM.
Directors and their interests
The Directors of the Company held the following interest in the ordinary
shares of the Company at the date of this report:
Director Position Number of ordinary shares
Thomas Taylor* Chief Executive Officer 4,100,542
Robert Young Chief Scientific Officer 10,000,000
David Broadbent Chief Financial Officer -
Mark Fahy Non-Executive Chairman 696,727
Lucy Tarleton Non-Executive Director -
Adrian Collins Non-Executive Director 216,450
Phillip Speed Non-Executive Director 8,437,200
* Note: The interest attributed to Thomas Taylor includes shares held by his
spouse, Mrs Lucie Watson.
Share warrants
At 30 April 2025 warrants were held for the issuance of 1,281,606 ordinary
shares at an exercise price of 23.1 pence. 640,803 of these warrants have an
expiry date of 23 April 2028, with the remainder expiring on 23 April 2030.
Share capital structure
At the date of this report, 64,080,319 ordinary shares of £0.001 and 423,403
deferred shares of £0.04415 were in issue. Quantum Base Holdings plc ordinary
shares of £0.001 are listed on the Alternative Investment Market ("AIM")
market of the London Stock Exchange (ticker: QUBE, ISIN: GB00BTXYPJ53) since 4
April 2025.
Details of share issues and changes to the capital structure of the Company
during the year are set out in note 26.
Substantial shareholdings
As far as the Company is aware, the following shareholders each had an
interest of 3% or more in the issued ordinary share capital of the Company as
at 21 October 2025:
Rank Investor % shareholding # shares
1 Robert Young 15.61% 10,000,000
2 Phillip Speed 13.17% 8,437,200
3 Lancaster University 6.76% 4,329,000
4 Thomas Taylor* 6.40% 4,100,542
5 Unicorn Asset Management 5.07% 3,246,753
6 Peter Wild 3.36% 2,153,500
7 Puma AIM VCT 3.24% 2,077,922
* Note: The interest attributed to Thomas Taylor includes shares held by his
spouse, Mrs Lucie Watson.
Qualifying indemnity provision
The Group has in place insurance protection, including a Directors and
Officers liability policy, to cover the risk of loss when management deems it
appropriate and cost effective; however, in some cases risks cannot be
effectively covered by insurance and the cover in place may not be sufficient
to cover the extent of potential liabilities.
Donations
The Group made no corporate or political donations during the year.
Events after the reporting period
There were no events to report after the reporting period as set out in note
30 to the Financial Statements. Likely future developments in the business are
discussed in the Strategic Report.
Auditor
Crowe UK LLP were appointed as auditor and in accordance with section 485 of
the Companies Act 2006, a resolution proposing that they be re-appointed will
be put at a General Meeting.
Statement of disclosure to auditor
Each director in office at the date of approval of this directors' report
confirms that: a) so far as the director is aware, there is no relevant audit
information of which the Company's auditor is unaware, and b) the director has
taken all the steps that he / she ought to have taken as a director in order
to make himself / herself aware of any relevant audit information and to
establish that the Company's auditor is aware of that information. This
confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
This confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
The Directors' Report on pages 23 to 25 was approved by the Board on 31
October 2025 and signed on its behalf by:
Thomas Taylor
Chief Executive Officer
Date: 31 October 2025
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the group
financial statements in accordance with UK-adopted international accounting
standards and applicable law and have elected to prepare the parent Company
financial statements in accordance with UK accounting standards and applicable
law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced
Disclosure Framework.
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the group and parent company and of the profit or loss of the group
for that period. In preparing these financial statements, the directors are
required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether applicable UK-adopted international accounting
standards have been followed in the group financial statements, subject to any
material departures disclosed and explained in the financial statements;
· state whether applicable UK Accounting Standards have been
followed in the parent company financial statements, subject to any material
departures disclosed and explained in the financial statements;
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will continue in
business.
· ensure the Company's ongoing compliance with the AIM Rules for
Companies and the AIM Rules for Nominated Advisers, including timely
disclosure of all information required to be made public.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the group and parent company's transactions and
disclose with reasonable accuracy at any time the financial position of the
group and parent company and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the group and parent company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of the financial statements may differ from legislation in other
jurisdictions. The Company's website is maintained in accordance with AIM Rule
26.
INDEPENDENT AUDITOR'S REPORT
Opinion
We have audited the financial statements of Quantum Base Holdings PLC (the
'parent company') and its subsidiaries (the 'group') for the year ended 30
April 2025 which comprise the group statement of comprehensive income, the
group and parent company statement of financial position, the group and parent
company statement of changes in equity, the group statement of cash flows and
the group and parent company notes to the financial statements, including
significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and UK adopted international accounting standards.
In our opinion:
· the financial statements give a true and fair view of the state of
the group's and of the parent company's affairs as at 30 April 2025 and of the
group's loss for the year then ended;
· the financial statements have been properly prepared in accordance
with UK adopted international accounting standards; and
· the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group's and parent company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
· the information given in the strategic report and the directors' report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
· the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company,
or returns adequate for our audit have not been received from branches not
visited by us; or
· the parent company financial statements are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, 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 parent 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 parent company or to cease operations, or have no realistic
alternative but to do so.
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 (UK) 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.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: https://
(https://www.frc.org.uk/auditorsresponsibilities)
www.frc.org.uk/auditorsresponsibilities.
(https://www.frc.org.uk/auditorsresponsibilities) This description forms part
of our auditor's report.
The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Nick Jones
(Senior Statutory Auditor)
For and on behalf of Crowe U.K. LLP
Chartered Accountants
Statutory Auditor
Date: 31 October 2025
55 Ludgate Hill London
EC4M 7JW
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2025
2025 2024
Notes £'000 £'000
Revenue 4 18 -
Gross profit 18 -
Other operating income 5 111 8
Administrative expenses (5,246) (1,461)
Operating loss 7 (5,117) (1,453)
Adjusted EBITDA 6 (1,313) (1,007)
Depreciation, amortisation and impairment 6 (178) (55)
Profit on disposal of fixed assets 6 63 -
Share based payment expense 25 (2,759) (391)
Costs of listing (930) -
Interest received 11 1 5
Loss before taxation (5,116) (1,448)
Taxation 12 276 196
Loss and total comprehensive expense for the year (4,840) (1,252)
Loss and total comprehensive expense for the financial year is all
attributable to the owners of the parent company.
Earnings per share 13
Basic (£) (0.13) (0.04)
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2025
30 April 30 April
2025 2024
Notes £'000 £'000
Non-current assets
Intangible assets 14 1,411 734
Property, plant and equipment 15 37 7
1,448 741
Current assets
Trade and other receivables 17 514 51
Current tax recoverable 266 196
Cash and cash equivalents 2,234 215
3,014 462
Current liabilities
Trade and other payables 22 437 387
Borrowings 19 3 3
440 390
Net current assets 2,574 72
Non-current liabilities
Borrowings 19 1 4
Net assets 4,021 809
Equity
Called up share capital 26 83 -
Share premium account 27 4,277 2,056
Share capital to be issued Merger reserve - 414 - 414
Share-based payment reserve 146 391
Retained earnings (899) (2,052)
Total equity 4,021 809
The notes on pages 8 to 42 form part of these group financial statements.
The financial statements were approved by the board of directors and
authorised for issue on 31 October 2025 and
are signed on its behalf by:
R J Young
Director
Company registration number 12502915 (England and Wales)
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2025
2025 2024
as restated unaudited
£'000
Notes £'000
Non-current assets
Investments 34 1,350 200
Current assets
Trade and other receivables 35 6,347 1,755
Cash and cash equivalents 1 164
6,348 1,919
Current liabilities
Trade and other payables 36 102 -
Net current assets 6,246 1,919
Net assets 7,596 2,119
Equity
Called up share capital 37 83 -
Share premium account 4,277 2,056
Share-based payment reserve 146 391
Retained earnings 3,090 (328)
Total equity 7,596 2,119
The notes on pages 38 to 39 form part of these parent financial statements.
As permitted by s408 Companies Act 2006, the Company has not presented its own
income statement and related notes. The Company's loss for the year was
£2,575,074 (2024 - £327,862 restated loss).
The financial statements were approved by the board of directors and
authorised for issue on 31 October 2025 and
are signed on its behalf by:
R J Young
Director
Company registration number 12502915 (England and Wales)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025
Share
Share
Share
MergerShare-based
Retained
Total
capital
premium capital to be
reserve
payment
earnings
account issued reserve
Notes £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 May 2023 - 782 910 414 - (800) 1,306
Year ended 30 April 2024:
Total comprehensive loss - - - - - (1,252) (1,252)
Transactions with owners:
Issue of share capital 26 - 1,274 (910) - - - 364
Share-based payment expense - - - - 391 - 391
Balance at 30 April 2024 - 2,056 - 414 391 (2,052) 809
Year ended 30 April 2025:
Total comprehensive loss - - - - - (4,840) (4,840)
Transactions with owners:
Issue of share capital 26 33 5,810 - - - - 5,843
Bonus issue 26 50 (50) - - - - -
Share-based payment expense - - - - 2,759 - 2,759
Costs of Warrants - - - - 146 - 146
Capital reduction - (2,843) - - - 2,843 -
Costs of issue set against premium - (696) - - - - (696)
Share options exercised - - - - (3,150) 3,150 -
Balance at 30 April 2025 83 4,277 - 414 146 (899) 4,021
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025
Share capital Share ShareShare-based premium capital to be payment Retained earnings Total
account issued reserve
Notes £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 May 2023 (as restated) 38 - 782 910 - - 1,692
Year ended 30 April 2024 (as restated):
Total comprehensive loss - - - - (328) (328)
Transactions with owners:
Issue of share capital 37 - 1,274 (910) - - 364
Share-based payment expense - - - 391 - 391
Balance at 30 April 2024 (as restated) 38 - (328) 2,119
2,056 - 391
Year ended 30 April 2025:
Total comprehensive loss - - - - (2,575) (2,575)
Transactions with owners:
Issue of share capital 37 33 5,810 - - 5,843
-
Bonus issue 37 50 (50) - - - -
Share-based payment expense - - - 2,759 - 2,759
Costs of Warrants - - - 146 - 146
Capital reduction 37 - (2,843) - 2,843 -
-
Costs of issue set against premium - (696) - - - (696)
Share options exercised - - - (3,150) 3,150 -
Balance at 30 April 2025 83 3,090 7,596
4,277 - 146
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2025
2025
2024
Notes £'000 £'000 £'000 £'000
Cash flows from operating activities
Loss and total comprehensive expense for the year
(4,840) (1,252)
Interest income (1) (5)
Tax credit (276) (196)
Loss on disposal of property, plant and equipment 2 -
Profit on disposal of intangibles (65) -
Other income (111) -
Amortisation and impairment of intangible assets 174 52
Depreciation of property, plant and equipment 4 3
Impairment of irrecoverable debt 260 -
Equity settled share based payment expense 2,759 391
Warrants expense 99 -
Movements in working capital:
Increase in trade and other receivables (462) (30)
Increase in trade and other payables 52 291
Cash absorbed by operations (2,405) (746)
Corporation tax refunded 206 81
Net cash outflow from operating activities (2,199) (665)
Purchase of intangible assets (936) (454)
Purchase of property, plant and equipment (36) (8)
Interest received 1 5
Net cash used in investing activities (973) (457)
Proceeds from issue of shares 5,655 364
Share issue costs (649) -
Proceeds from directors' loans 188 -
Repayment of bank loans (3) (2)
Net cash generated from financing activities 5,191 362
Net increase/(decrease) in cash and cash equivalents
2,019 (760)
Cash and cash equivalents at beginning of year 215 975
Cash and cash equivalents at end of year 2,234 215
NOTE TO THE GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2025
Analysis of changes in net funds
1 May 2024 Cash flows Other* 30 April 2025
£'000 £'000 £'000 £'000
Cash at bank and in hand 215 2,019 - 2,234
Proceeds from directors' loans - 188 (188) -
215 2,207 (188) 2,234
Borrowings excluding overdrafts (7) 3 - (4)
208 2,210 (188) 2,230
1 May 2023 Cash flows Other 30 April 2024
£'000 £'000 £'000 £'000
Cash at bank and in hand 975 (760) - 215
Proceeds from directors' loans - - - -
975 (760) - 215
Borrowings excluding overdrafts (9) 2 - (7)
966 (758) - 208
*Other movements are non-cash movements relating to the proceeds received from
directors' loan which was converted to equity.
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
1 Accounting policies Company information
Quantum Base Holdings PLC is a public company limited by shares incorporated
in England and Wales. The registered office is Alpha House, 4 Greek St,
Stockport, Cheshire, United Kingdom, SK3 8AB. The Group's principal activities
and nature of its operations are disclosed in the Directors' Report.
The Group consists of Quantum Base Holdings PLC and all of its subsidiaries.
1.1 Accounting convention
The Group financial statements have been prepared in accordance with
UK-adopted International Accounting Standards (UK-adopted IAS) and with those
parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The Group's transition to UK-adopted International Accounting Standards was
completed and explained in the Historical Financial Statements contained in
the Admission Document upon the Company's admission to AIM (note 38).
The parent Company meets the definition of a qualifying entity under FRS 101
Reduced Disclosure Framework. This is the first year the parent company has
prepared its financial statements using FRS 101 Reduced Disclosure Framework,
see note 38 for further detail on the transitional impact. As permitted by FRS
101, the Company has therefore taken advantage of the following disclosure
exemptions from the requirements of IFRS:
· the requirements of IAS 7 'Statement of Cash Flows' to present a
statement of cash flows;
· disclosure of key management personnel compensation;
· comparative period reconciliations for the number of shares
outstanding and the carrying amounts of property, plant and equipment and
intangible assets;
· the requirements of IFRS 7 'Financial Instruments: Disclosure';
· paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in
accounting estimates and errors' (requirement for the disclosure of
information when an entity has not applied a new IFRS that has been issued but
is not yet effective);
· a reconciliation of the number and weighted average exercise prices
of share options, how the fair value of share-based payments was determined
and their effect on profit or loss and the financial position; and
· the requirements of IAS 24 'Related Party Disclosures' to disclose
related party transactions and balances between two or more members of a
group.
The financial statements are prepared in sterling, which is the functional
currency of the Group. Monetary amounts in these financial statements are
rounded to the nearest £'000.
The financial statements have been prepared under the historical cost
convention. The material accounting policies adopted are set out below.
1.2 Basis of consolidation
The consolidated financial statements consist of the financial statements of
the parent company Quantum Base Holdings PLC together with all entities
controlled by the parent Company (its subsidiaries).
All financial statements are made up to 30 April 2025. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by the Group.
All intra-group transactions, balances and unrealised gains on transactions
between Group companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of
the asset transferred.
A subsidiary is an entity controlled by the parent company. Control is the
power to govern the financial and operating policies of the entity so as to
obtain benefits from its activities.
Subsidiaries are consolidated in the group's financial statements from the
date that control commences until the date that control ceases.
Merger accounting
The combination of companies under common control has been treated as if the
companies had always been combined and is usually referred to as merger
accounting.
IFRS does not prescribe how such a merger is accounted for in the preparation
of consolidated financial statements. The use of merger accounting has been
applied to treat the combining entities as if they had always been a single
entity, with adjustments made for the elimination of transactions between the
merged companies.
1.3 Going concern
The Directors have prepared the financial statements on a going concern basis.
They note the losses and operating cash outflows incurred by the Group for the
year ended 30 April 2025 which are consistent with the Group's current stage
of development and commercialisation.
In assessing the Group's ability to continue as a going concern, the Directors
have considered the Group's forecasts and funding plans for at least twelve
months from the date of approval of these financial statements. As part of
this assessment, they considered detailed cash flow projections, expected
revenue growth from existing and prospective customers, and a range of
downside sensitivities.
The Group remains at an early stage of commercialisation. While it has made
significant progress in developing its partnership with a leading
multinational security printer and in advancing commercial discussions with
other industry partners, the proportion of future forecast revenues that are
contractually committed remains limited. The Directors' plans to mitigate
potential shortfalls include managing operating expenditure, seeking grant or
collaborative project funding, and raising additional equity and the use of
invoice finance where feasible.
While these actions are expected to provide the necessary financial resources,
there can be no assurance that the forecast revenues and funding initiatives
will complete as planned or that inflows will materialise when required. These
conditions represent a material uncertainty that may cast significant doubt on
the Company and the Group's ability to continue as a going concern, and
therefore, that it may be unable to realise its assets and discharge its
liabilities in the normal course of business.
Notwithstanding this material uncertainty, the Directors remain confident in
the Group's ability to secure funding should it be necessary, supported by the
strength of its technology, the progress of commercial engagements, and its
track record of attracting investor support. Accordingly, the financial
statements have been prepared on a going concern basis.
1.4 Revenue
The Group applies IFRS 15 Revenue from Contracts with Customers using its
five-step model to recognise revenue when performance obligations are
satisfied. The Group's contracts do not contain any material financing
components.
Revenue represents income from contracts with customers in the ordinary course
of business and is measured at the transaction price agreed with the customer,
excluding value-added tax and other sales- related taxes. The Group's revenues
arise from two principal sources: royalties and integration and professional
services.
The nature, timing of satisfaction of performance obligations and significant
payment terms of the Group's major sources of revenue are as follows:
Royalties
Revenue arises from royalties earned on the Group's proprietary technology,
which is licensed to commercial partners under framework and call-off
agreements. Under these arrangements, consideration is based on the customer's
subsequent use of the technology, for example the number of items produced or
activated in each reporting period. The agreements therefore give rise to
usage-based royalties rather than fixed-fee licence income.
Revenue is recognised as and when the underlying usage occurs, that is, when
the customer's reported activity provides the contractual basis for
calculating the amount due. No revenue is recognised in advance of usage, and
estimates of future activity are not accrued. Invoices are typically issued in
arrears, and the related receivable is recognised when the right to
consideration becomes unconditional.
Integration and professional services
Revenue from integration and professional services arises where the Group
performs configuration, implementation, or other activities necessary to
enable a customer to use the Group's proprietary technology under a framework
or call-off agreement. These services are usually provided on a
time-and-materials or milestone basis and represent distinct performance
obligations that are satisfied when the related work is completed and control
of the deliverable transfers to the customer.
Revenue from such services is therefore recognised at the point in time when
the specified services have been performed and is measured at the agreed
transaction price. Related costs are recognised as incurred.
1.5 Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost
and are subsequently measured at cost less accumulated amortisation and
accumulated impairment losses.
Development costs are capitalised, provided that the recognition criteria of
an intangible asset are met. Capitalised development costs are stated at cost
less accumulated amortisation and impairment losses. Research costs are
expensed when incurred.
Amortisation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives on the following bases:
Patents and
licences 10%
straight line
Development
costs 10%
straight line
1.6 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives on the following bases:
Computers
33% straight line
The gain or loss arising on the disposal of an asset is determined as the
difference between the sale proceeds and the carrying value of the asset, and
is recognised in the income statement.
1.7 Non-current investments
Interests in subsidiaries are initially measured at cost and subsequently
measured at cost less any accumulated impairment losses. The investments are
assessed for impairment at each reporting date and any impairment losses or
reversals of impairment losses are recognised immediately in profit or loss.
Share-based payment issued to employees of Quantum Base Limited are recognised
within the investment carrying amount.
1.8 Impairment of tangible and intangible assets
At each reporting end date, the group reviews the carrying amounts of its
tangible and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet
available for use are tested for impairment annually, and whenever there is an
indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit or loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately.
1.9 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
1.10 Financial assets
Financial assets are recognised in the Group's statement of financial position
when the group becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories, depending on the
nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through
profit and loss are measured at fair value and any transaction costs are
recognised in profit or loss. Financial assets not classified as fair value
through profit and loss are initially measured at fair value plus transaction
costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (e.g. trade receivables). They are initially recognised
at fair value plus transaction costs directly attributable to their
acquisition or issue, and are subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
The expected credit losses associated with these assets are estimated on a
forward-looking basis. A broad range of information is considered when
assessing credit risk and measuring expected credit losses, including past
events, current conditions, and reasonable and supportable forecasts that
affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
1.11 Financial liabilities
The Group recognises financial debt when the Group becomes a party to the
contractual provisions of the instruments. Financial liabilities are
classified as either 'financial liabilities at fair value through profit or
loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured at fair value net of
transaction costs directly attributable to the issuance of the financial
liability. They are subsequently measured at amortised cost using the
effective interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the group's
obligations are discharged, cancelled, or they expire.
1.12 Equity instruments
Equity instruments issued by the parent company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer payable at the
discretion of the company.
The following describes the nature and purpose of each reserve within equity:
· Share capital - Ordinary Shares are classified as equity. The nominal
value of Ordinary Shares is included within share capital.
· Share premium - Represents the excess of the subscription price over
the nominal value of shares issued.
· Retained earnings - Represents all other net gains and losses and
transactions with shareholders (e.g. dividends) not recognised elsewhere.
· Merger reserve - Represents the transactions in reserves under the
merger acquisition rules where the entities are under common control.
· Share-based payment reserve - Represents the fair value of options
granted, valued using a Black- Scholes option pricing model and spread across
the vesting period. Warrants have also been valued using a Black-Scholes
option pricing model and recognised when the service that they relate to is
considered to be delivered.
· Share capital to be issued - Represents advanced subscriptions for
share capital which was not issued as at the year end.
1.13 Taxation
The tax expense or income represents the sum of the tax currently payable and
deferred tax.
Current tax
The tax currently payable is based on taxable profit or loss for the year.
Taxable profit or loss differs from net profit or loss as reported in the
income statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group's provision for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit or loss, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Deferred tax is not recognised on the
initial recognition of assets or liabilities in a transaction that affects
neither accounting profit nor taxable profit, except where the transaction
gives rise to unequal taxable and deductible temporary differences at the date
of recognition.
A deferred tax liability shall be recognised for all taxable temporary
differences, other than those meeting the exemption described above.
The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the group has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
1.14 Share-based payments
Equity-settled share-based payments are measured at fair value at the date of
grant by reference to the fair value of the equity instruments granted using
the Black-Scholes model. The fair value determined at the grant date is
expensed on a straight-line basis over the vesting period, based on the
estimate of shares that will eventually vest. A corresponding adjustment is
made to equity.
When the terms and conditions of equity-settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions and under the
modified terms and conditions are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the grant
date fair value of the original share-based payment.
Cancellations or settlements (including those resulting from employee
redundancies) are treated as an acceleration of vesting and the amount that
would have been recognised over the remaining vesting period is recognised
immediately.
1.15 Grants
Government grants are recognised when there is reasonable assurance that the
grant conditions will be met and the grants will be received.
2 Adoption of new and revised standards and changes in accounting policies Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the following
standards and interpretations, which have not yet been applied in these
financial statements, were in issue but not yet effective (and in some cases
had not yet been adopted):
IAS
1
Lack of exchangeability - Amendments to IAS 1.
Effective from 1 January 2025*.
IFRS Accounting
Standards
Annual Improvements to IFRS Accounting Standards - Volume 11. Effective from 1
January 2026*.
IFRS 9 and IFRS
7
Classification and Measurement of Financial Instruments - Amendments to IFRS 9
and IFRS 7. Effective from 1 January 2026*.
IFRS
18
Presentation and Disclosure in Financial Statements. Effective from 1 January
2027* (not yet endorsed).
IFRS
19
Subsidiaries without Public Accountability: Disclosures. Effective from 1
January 2027* (not yet endorsed).
* The dates shown are the effective dates for periods beginning on or after
these dates.
At the date of authorisation of these financial statements, the Directors have
reviewed the standards that were in issue but not yet effective (and in some
cases not yet adopted) and, in their view, none of these would have an impact
on the Group's financial statements.
3 Critical accounting estimates and judgements
In the application of the Group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.
The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets, liabilities and equity
instruments are outlined below.
Critical judgements Capitalised development costs
Development expenditure is recognised as an expense except that costs incurred
on development projects are capitalised as intangible assets to the extent
that such expenditure is expected to generate future economic benefits.
Significant judgement is applied in determining if development costs meet the
criteria to be capitalised as intangible assets. IAS 36 also requires that an
assessment of recoverable amount is prepared for all intangible assets not
available for use at the reporting date, and for any intangible asset where
there is an indicator of impairment.
Useful lives
Amortisation is provided so as to write down intangible assets, comprising
capitalised development costs, patents and trademarks, to their residual
values over their estimated useful lives, as set out in the accounting
policies.
All intangible assets are currently amortised on a 10% straight-line basis,
reflecting a typical useful life of ten years. This period has been selected
because it aligns with the expected commercial life of the Group's
technologies and the duration of patent protection, which together represent
the period over which future economic benefits are expected to be realised.
The useful lives are reviewed annually to confirm that this assumption remains
appropriate in light of technological and commercial developments.
The principal area of judgement relates to determining which development costs
meet the criteria for capitalisation under IAS 38 and confirming on review
that the ten-year life remains reasonable.
By contrast, property, plant and equipment (principally laboratory and
computer equipment) are depreciated over short, fixed lives of approximately
three years on a straight-line basis. Given their limited carrying value and
predictable consumption pattern, these assets are not considered a significant
source of estimation uncertainty.
Share based payments
The determination of the fair values of share options has been made by
reference to the Black-Scholes model. The input with the greatest amount of
estimation being volatility which has been benchmarked against historic share
price movements of comparable listed competitors due to the company not having
a sufficient historic trading record. Other key inputs are set out in note 25.
Deduction of share issuance costs
Costs directly attributable to the issue of new shares are recognised as a
deduction to share premium. Management have applied judgement by using a
two-tiered approach to determine costs to recognise against share premium and
costs to expense in the statement of comprehensive income, in line with IAS 32
Financial instruments: presentation. Costs clearly and wholly related to the
placing (such as broker commissions and placing fees) have been allocated in
full against share premium, while costs of a mixed nature (principally legal,
accounting, and NOMAD fees) have been apportioned using a 32.3%. This
percentage corresponds to the proportion of new shares issued on admission
(20.83 million) relative to the enlarged share capital (64.50 million). On
this basis, total costs deductible and recognised in the statement of
comprehensive income amount to approximately £650,000.
Warrant valuation and classification
The determination of the fair value of warrants has been made by reference to
the Black-Scholes model. The input with the greatest amount of estimation
being volatility which has been estimated using historic share price
movements.
Additionally the classification of the warrants as share-based payment under
IFRS 2 was a key judgement with management basing the classification on the
vesting conditions attached to the warrants.
Other key inputs are set out in note 25.
3 Revenue
IFRS 8, Operating Segments, states that an operating segment is a component of
an entity; that engages in business activities from which it may earn revenues
and incur expenses, whose operating results are regularly reviewed by the
entity's chief operating decision maker, and, for which discrete financial
information is available. The chief operating decision maker of the Group is
considered to be the Board of Directors. The Group has one single operating
segment and therefore all revenue is derived from the licensing of the Q-ID
technology.
There is only one customer in place with a major security printer, whereby the
group has signed the Call-off Agreement to apply its Q-ID technology to tax
stamps for a government customer.
2025 2024
£'000 £'000
Revenue analysed by class of business
Licences 18 -
2025 2024
£'000 £'000
Revenue analysed by geographical market
UK 18 -
5 Other operating income
2025 2024
£'000 £'000
Other income Grants received 111 - 8
-
111 8
Other income represents a re-charge of legal expenses linked to the patent
disposal to Qchip Security Limited, a related party, which is further
disclosed in note 31.
6 Adjusted EBITDA
2025 2024
£'000 £'000
Operating loss Add back/(deduct): (5,117) (1,453)
Depreciation, amortisation and impairment
178 55
Profit on disposal of intangible fixed assets (65) -
Loss on disposal of tangible fixed assets 2 -
Share based payment expense 2,759 391
Costs of listing 930 -
Adjusted EBITDA (1,313) (1,007)
The calculation of Adjusted EBITDA is consistent with the presentation of
Adjusted Earnings before Interest, Tax, Depreciation, and Amortisation, as
presented on the face of the Group Statement of Comprehensive Income.
The Directors have presented this Alternative Performance Measure ("APM")
because they feel it most suitably represents the underlying performance and
cash generation of the business, and allows comparability between the current
and comparative period in light of the rapid changes in the business, and will
allow an ongoing trend analysis of this performance based on current plans for
the business.
Adjusted EBITDA is not an IFRS measure of performance and, as such, may not be
comparable with similar metrics reported by other entities.
7 Operating loss
2025 2024
Operating loss for the year is stated after charging/(crediting): £'000 £'000
Government grants - (8)
Depreciation of property, plant and equipment 4 3
Loss on disposal of property, plant and equipment 2 -
Amortisation of intangible assets (included within administrative expenses) 106 52
Impairment of intangible assets 68 -
Profit on disposal of intangible assets (65) -
Share-based payments 2,759 391
8 Auditor's remuneration
2025 2024
Fees payable to the company's auditor and associates: £'000 £'000
For audit services
Audit of the financial statements of the group and company 55 -
The Group took advantage of the audit exemptions available to small companies
under the Companies Act 2006 which permitted it to not obtain an audit of its
financial statements in the year ended 30 April 2024. However, the comparative
Group financial statements were audited as part of the Company's admission to
AIM.
The auditor, Crowe U.K. LLP, acted as reporting accountants for the Company's
admission to AIM in April 2025. Fees of £270,000 were paid in respect of
these services, which are in addition to the above disclosures for statutory
audit fees.
9 Employees
The average monthly number of persons (including directors) employed by the
group during the year was:
2025 2024
Number Number
Operations and administration 11 12
Directors 4 2
Total 15 14
Their aggregate remuneration comprised:
2025 2024
£'000 £'000
Wages and salaries 663 403
Share-based payment expense 2,759 391
Social security costs 61 34
Pension costs 12 10
3,495 838
10 Directors' remuneration
2025 2024
£'000 £'000
Remuneration for qualifying services 169 58
Gains on exercise of share options 292 -
Company pension contributions to defined contribution schemes 1 3
462 61
The number of directors for whom retirement benefits are accruing under
defined contribution schemes amounted to 2 (2024 - 1).
The number of directors who exercised share options during the year was 2
(2024 - 0). Remuneration disclosed above includes the following amounts paid
to the highest paid director:
2025 2024
£'000 £'000
Remuneration for qualifying services 87 43
Gains on exercise of share options 219 -
Company pension contributions to defined contribution schemes 1 -
During the year ended 30 April 2025 the Directors received remuneration as
follows:
Directors Salary Benefits in Pension Gain on exercise of Total
kind share options
£'000 £'000 £'000 £'000 £'000
Mark Fahy 33 - - 73 106
David Broadbent (appointed 4 April 2025)
9 - - - 9
Lucy Tarleton (appointed 4 April 2025)
4 - - - 4
Thomas Taylor (appointed 5 September 2024)
87 - 1 219 307
Robert Young 33 - - - 33
Adrian Collins (appointed 4 April 2025)
3 - - - 3
169 - 1 292 462
The gain on exercise of share options is calculated as the difference between
market price at exercise and the exercise price of the share options.
During the year ended 30 April 2024 the Directors received remuneration as
follows:
Directors Salary Benefits in Pension Gain on exercise of Total
kind share options
£'000 £'000 £'000 £'000 £'000
Robert Young 15 - 3 - 18
Phillip Speed (resigned 19 October 2023)
43 - - - 43
58 - 3 - 61
11 Interest received
2025 2024
£'000 £'000
Interest income
Financial instruments measured at amortised cost: Bank interest received
1 5
12 Taxation
2025 2024
£'000 £'000
Current tax
UK corporation tax on losses for the current period (266) (196)
Adjustments in respect of prior periods (10) -
Total UK current tax (276) (196)
2025 2024
£'000 £'000
The credit for the year can be reconciled to the (loss)/profit per the income
statement as follows:
2025 2024
£'000 £'000
Loss before taxation (5,116) (1,448)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 19.00%) (1,279) (275)
Effect of expenses not deductible in determining taxable profit 46 31
Change in unrecognised deferred tax assets 986 48
Depreciation in excess of capital allowances - 10
Enhanced tax credit for R&D (212) (137)
Share based payment charge - 92
Surrender of tax losses for R&D tax credit refund 192 -
Trade intangibles fixed assets R&D expenditure - 35
Adjustment in respect of prior years (10) -
Taxation credit for the year (276) (196)
Deferred tax balances at the reporting date are measured at 25% (2024 - 25%),
being the substantively enacted rate at the balance sheet date.
13 Earnings per share
2025 2024
Number Number
Number of shares
Weighted average number of ordinary shares for basic earnings per share 36,695,186 31,379,023
2025 2024
Earnings £'000 £'000
Continuing operations
Loss for the period from continued operations (4,840) (1,252)
2025 2024
£ per share £ per share
Basic earnings per share
From continuing operations (0.13) (0.04)
The loss per Ordinary Share is calculated based on the weighted average number
of Ordinary Shares in issue and the reported loss of the Group for each
reporting period. There has been no dilution due to losses.
14 Intangible assets
Patents and Development Total
licences costs
£'000 £'000 £'000
Cost
At 1 May 2023 427 65 492
Additions 135 319 454
At 30 April 2024 562 384 946
Additions 175 761 936
Disposals (168) - (168)
At 30 April 2025 569 1,145 1,714
Amortisation and impairment
At 1 May 2023 160 - 160
Charge for the year 52 - 52
At 30 April 2024 212 - 212
Charge for the year 60 46 106
Impairment loss - 68 68
Eliminated on disposals (83) - (83)
At 30 April 2025 189 114 303
Carrying amount
At 30 April 2025 380 1,031 1,411
At 30 April 2024 350 384 734
At 30 April 2023 267 65 332
During the year, the Group capitalised development expenditure totalling
£68,000 in respect of a bespoke project undertaken for a specific client to
meet that client's requirements. Following a review of the recoverability of
capitalised development costs, management determined that the carrying amount
of this project should be fully impaired at the year end. The impairment
charge of £68,000 has been recognised within administrative expenses.
15 Property, plant and equipment
Cost
Computers
£'000
At 1 May
2023
25
Additions
8
At 30 April
2024
33
Additions
36
Disposals
(3)
At 30 April
2025
66
Accumulated depreciation and impairment
At 1 May
2023
23
Charge for the
year
3
At 30 April
2024
26
Charge for the
year
4
Eliminated on
disposal
(1)
At 30 April
2025
29
Carrying amount
At 30 April
2025
37
At 30 April
2024
7
At 30 April
2023
2
16 Subsidiaries
Details of the company's subsidiaries at 30 April 2025 are as follows:
Name of undertaking Country of
incorporation Principal
activities Class of % Held
shares held Direct
Quantum Base Limited England and
Wales
Designing and licensing quantum-secure tags to prevent counterfeiting across
multiple industries.
Ordinary Shares 100.00
Quantum Base Enterprises Limited
England and
Wales
Dormant Ordinary
Shares 100.00
The registered office address for both subsidiaries is: Alpha House, 4 Greek
Street, Stockport, SK3 8AB.
Quantum Base Holdings Plc has provided a guarantee to the following subsidiary
in order for them to claim audit exemption for the year ended 30 April 2025,
under section 479A of the UK Companies Act 2006:
Quantum Base Limited - Company Number: 08501521
Quantum Base Enterprises Limited was dormant throughout the year and is
therefore exempt from audit under section 480 of the UK Companies Act 2006.
Quantum Base Enterprises Limited - Company Number: 12585823
17 Trade and other receivables
2025 2024
£'000 £'000
Trade receivables 16 -
VAT recoverable 326 51
Other receivables 98 -
Prepayments 74 -
514 51
Trade receivables are stated net of a specific impairment for estimated
irrecoverable amounts of £312,000 (2024 - £nil).
18 Trade receivables - credit risk Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables
is approximately equal to their
fair value.
Expected credit loss assessment
2025 2024
Balance Rate Loss allowance Balance Rate Loss allowance
Trade receivables £'000 % £'000 £'000 % £'000
Less than 30 days 11 - - - - -
31-60 days 4 - - - - -
More than 90 days 312 100% 312 - - -
327 312 - -
The group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables.
Historically the group has had no trade receivables and hence there is no data
to benchmark an expected credit loss provision against. A specific provision
has been recognised against all of the trade receivables balances greater than
90 days old. There has been no general provision recognised in excess of this
specific provision as a result of the risk of credit loss being considered to
be low.
18 Borrowings
Borrowings held at amortised cost:
Current Non-current
2025 2024
2025 2024
£'000 £'000
£'000 £'000
Bank
loans
3
3
1 4
The group had the following borrowings at 30 April 2025:
· A Bounce Back Loan Scheme loan within bank loans which has an
interest rate of 2.5% payable from November 2021 when the government grant
incentive period expired. The loan is carried at a total of
£4,000 in the financial statements. This loan is unsecured and is due for
repayment by October 2026.
19 Financial risk management
Financial instruments - risk management
The Directors have overall responsibility for the determination of the Group's
risk management objectives and policies. The overall objective of the
Directors is to set policies that seek to reduce risk as far as possible
without unduly affecting the Group's competitiveness and flexibility. The
Group reports in Pounds Sterling (£). All funding requirements and financial
risks are managed based on policies and procedures adopted by the Directors.
The Group is exposed to the following financial risk:
· Liquidity risk.
In common with all other businesses, the group is exposed to risks that arise
from its use of financial instruments. The principal financial instruments
used by the Group, from which financial instrument risk arises, are as
follows:
· trade and other receivables
· cash and cash equivalents; and
· trade and other payables
To the extent financial instruments are not carried at fair value in the
Statement of Financial Position, book value approximates to fair value as at
30 April 2024 and 30 April 2025.
Trade and other receivables are measured at amortised cost. Book values and
expected cash flows are reviewed by the Directors and any impairment charged
to the Statement of Comprehensive Income in the relevant period.
Trade and other payables are measured at amortised cost.
Financial instruments by category
Financial assets
2025 2024
£'000 £'000
Cash and cash equivalents 2,234 215
Trade and other receivables 114 51
Receivables at amortised cost 114 51
Financial assets at amortised cost 2,348 266
Financial liabilities
2025 2024
£'000 £'000
Current trade payables 90 345
Accruals 187 23
Other payables 160 19
Trade and other payables 437 387
Loans and borrowings 4 7
Financial liabilities at amortised cost 441 394
The management of risk is a fundamental concern of the Directors. This note
summarises the key risks to the Group and the policies and procedures put in
place by the Directors to manage them.
20 Liquidity risk
Liquidity risk, in relation to financial assets, is the risk that the Group
cannot realise assets quickly enough to meet obligations or fund operations.
The Directors manage this through oversight of working capital. The table
below shows the Group's financial assets by expected maturities, stated as
undiscounted contractual cash inflows.
Within 1 year 1-2 years Total
£'000 £'000 £'000
At 30 April 2025
Trade receivables 16 - 16
Other receivables 98 - 98
Total 114 - 114
Within 1 year 1-2 years Total
£'000 £'000 £'000
At 30 April 2024
Other receivables 51 - 51
Total 51 - 51
The table that follows analyses the group's financial liabilities by
contractual maturities, with all amounts disclosed representing the
undiscounted contractual cash outflows.
Within 1 year 1-2 years Total
£'000 £'000 £'000
At 30 April 2025
Trade payables 90 - 90
Accruals 187 - 187
Other payables 160 - 160
Loan 3 1 4
Total 440 1 441
Within 1 year 1-2 years Total
£'000 £'000 £'000
At 30 April 2024
Trade payables 345 - 345
Accruals 23 - 23
Other payables 19 - 19
Loan 3 4 7
Total 390 4 394
The Directors' objectives when maintaining the group's capital are:
· to safeguard the group's ability to continue as a going concern, so
that it can continue to provide returns for Shareholders and benefits for
other stakeholders; and
· to provide an adequate return to Shareholders by pricing products and
services commensurately with the level of risk.
The capital structure of the group consists of Shareholders' equity as set out
in the Statement of Changes in Equity. All working capital requirements are
financed from existing cash resources and borrowings.
22 Trade and other payables
2025 2024
£'000 £'000
Trade payables 90 345
Accruals 187 23
Social security and other taxation 149 8
Other payables 11 11
437 387
23 Deferred taxation
2025 2024
£'000 £'000
Deferred tax liabilities 250 90
Deferred tax assets (250) (90)
- -
The following are the major deferred tax liabilities and assets recognised by
the group and movements thereon during the current and prior reporting period.
Tax losses Capitalised development Total
costs
£'000 £'000 £'000
(Asset)/liability at 1 May 2023 (53) 53 -
Deferred tax movements in prior year
Charge/(credit) to profit or loss (37) 37 -
(Asset)/liability at 1 May 2024 (90) 90 -
Deferred tax movements in current year
Charge/(credit) to profit or loss (160) 160 -
(Asset)/liability at 30 April 2025 (250) 250 -
During the year total unrecognised tax losses amounted to £4,980,000 (2024 -
£1,327,000) which would have resulted in an additional deferred tax asset of
£1,245,000 (2024 - £332,000) when recognised at the applicable deferred tax
rate of 25% (2024 - 25%).
24 Retirement benefit schemes
2025 2024
Defined contribution
schemes
£'000 £'000
Charge to profit or loss in respect of defined contribution
schemes
12 10
The Group operates a defined contribution pension scheme for all qualifying
employees. The assets of the scheme are held separately from those of the
group in an independently administered fund.
25 Share-based payments
Quantum Base Holdings Plc operates two equity-settled share-based remuneration
schemes: a United Kingdom tax authority approved scheme for certain employees
and an unapproved scheme for advisers of Quantum Base Holdings Plc. For the
avoidance of doubt, the 49,704 options present below cover both schemes.
Number of share options Average exercise price
2025 2024 2025 2024
pence pence
Outstanding at 1 May 49,704 - 0.005 -
Granted in the period Exercised in the period - (49,704) 49,704 - 0.005
- - -
Outstanding at 30 April - 49,704 - 0.005
Exercisable at 30 April - - - -
Options granted during the prior year
Options granted in the prior year are set out below. Fair value was measured
using .
2024
Grant
date
13 March 2024
Weighted average fair
value
6337.995 pence
Inputs for model:
- Weighted average share
price
6337.995 pence
- Weighted average exercise
price
0.005 pence
- Expected
volatility
100%
- Expected
life
10 years
- Risk free
rate
5%
- Expected dividends
yields
0%
Options outstanding
All options were exercised on 31 March 2025. No options were outstanding at
the year end (FY24 - 49,704 options outstanding at an exercise price of 0.005
pence).
Warrants granted
During the current year the company granted two tranches of warrants to
advisors as part of the process of listing shares. Management have assessed
the requirements of both IFRS 2 and IFRS 9 and determined that as the warrants
were issued to advisors and have an attached non-market performance condition
which must be satisfied before the warrants can be exercised the requirements
of IFRS 2 are met and the warrants should be classified as a supplier
share-based payment. The fair value has been determined using a Black-Scholes
calculation. As all vesting conditions associated with the warrants were
satisfied at the point of grant the entire fair value has been recognised in
the current year.
Additionally in accordance with the requirements of IAS 32 some of the fair
value of the warrants has been recognised directly within share premium as
part of the costs of issuing new shares.
2025 2025
Grant date 4 April 2025 4 April 2025
Weighted average fair value £0.10 £0.13
Instruments granted 640,803 640,803
- Weighted average share price £0.23 £0.23
- Weighted average exercise price £0.23 £0.23
- Expected volatility 59.31% 62.05%
- Expected life 3 years 5 years
- Risk free rate 3.66% 3.77%
- Expected dividends yields 0.00% 0.00%
The following information is relevant in the determination of the fair value
of options granted during the year under the equity share based schemes
operated by the Group.
2025 2024
£'000 £'000
Expenses
Share option costs recognised within employee costs 2,759 391
Warrant costs recognised within costs of listing 99 -
Warrant costs recognised directly in share premium 47 -
26 Share capital
2025 2024 2025 2024
Ordinary share Number £'000 £'000
capital
Number
Issued and fully paid
Ordinary A of 0.005p 315,580 - -
each
-
Ordinary B of 5p 1 - -
each
-
Ordinary C of 0.005p 15,779 - -
each
-
Ordinary of 0.1p - 64 -
each
64,080,319
Deferred of 4.415p - 19 -
each
423,404
64,503,723 331,360 83 -
Reconciliation of movements during the year:
A Ordinary Number B Ordinary Number C Ordinary Number Ordinary Number Deferred Number
At 1 May 2024 315,580 1 15,779 - -
Shares issued 15,779 - - - -
Bonus issue of shares 954,976,638 - 45,475,078 - -
Consolidation of shares (954,976,638) - (45,475,078) - -
Share issued 42,340 - 33,925 - -
Sub-division of shares - - - - 373,699
Sub-division of shares - - - - 49,704
Sub-division of shares 36,996,201 - - - -
Sub-division of shares - - 4,920,696 - -
Change of share class name - (1) - - 1
Change of share class name (37,369,900) - - 37,369,900 -
Change of share class name - - (4,970,400) 4,970,400 -
Shares issued - - - 908,003 -
Shares issued on admission to AIM
- - - 20,832,016 -
At 30 April 2025 - - - 64,080,319 423,404
The following changes to the share capital of the company have taken place
during the current year:
On 18 July 2024, 15,779 A ordinary shares of £0.00005 each were allotted for
£63.38 each. The total statement of capital of the Company was 331,359 A
ordinary shares of £0.00005, 1 B ordinary share of £0.05 and 15,779 C
ordinary shares of £0.00005 with an aggregate nominal value of £17.4069.
Share premium of
£1,000,072 was recognised.
On 16 December 2024:
· a bonus issue of shares was made out of the Company's share premium
account pro rata to existing shareholdings - 2,882 new A or C ordinary shares
were issued for every 1 A ordinary share or C ordinary share held. The total
share capital was 955,307,997 A Ordinary Shares of £0.00005 each, 1 B
Ordinary Share of £0.05 and 45,490,857 C Ordinary Shares of £0.00005 each,
with an aggregate nominal amount of £50,039.9927;
· the Company cancelled the balance of its share premium account; and
· the Company undertook a consolidation of its share capital on a
1-for-2,883 basis. The total share capital was 331,359 A Ordinary Shares of
£0.14415 each, 1 B Ordinary Share of £0.05 and 15,779 C Ordinary Shares of
£0.14415 each.
On 31 March 2025:
· 33,925 C ordinary shares of £0.14415 each were allotted pursuant to
the exercise of certain options;
· 42,340 A ordinary shares of £0.14415 each were allotted;
· the following changes to the Company's share capital took place in
the following order:
1. 373,699 A ordinary shares of £0.14415 each were sub-divided into
373,699 A ordinary shares of
£0.10 each and 373,699 deferred shares of £0.04415 each;
2. 49,704 C ordinary shares of £0.14415 were sub-divided into 49,704 C
ordinary shares of £0.10 each and 49,704 deferred shares of £0.04415 each;
3. 373,699 A ordinary shares of £0.10 were sub-divided into 37,369,900 A
ordinary shares of £0.001 each; and
4. 49,704 C ordinary shares of £0.10 were sub-divided into 4,970,400 C
ordinary shares of £0.001 each;
5. 1 B ordinary share of £0.05 was redesignated as a deferred share of
£0.05;
6. 37,369,900 A ordinary shares of £0.001 each and 4,970,400 C ordinary
shares of £0.001 each were redesignated as 42,340,300 ordinary shares of
£0.001 each;
7. and the total share capital of the Company was 42,340,300 ordinary
shares of £0.001 each, 423,403 deferred shares of £0.4415 each and 1
deferred share of £0.05;
8. on 31 March 2025 812,999 new Ordinary Shares were issued and allotted
to Thomas Taylor in satisfaction of the Taylor Loan; and
9. on 31 March 2025 95,004 new Ordinary Shares were issued and allotted to
Lancaster University Business Enterprises Ltd further to the rights previously
attaching to the B Ordinary Share.
On 4 April 2025, 20,832,016 ordinary shares of £0.001 each were allotted for
£0.231 each on the company's admission to AIM. Share premium of £4,791,000
was recognised and cost of float of £1,392,000 was set against share premium.
27 Share premium account
2025 2024
£'000 £'000
At the beginning of the
year
2,056 1,692
Issue of new
shares
5,810 364
Bonus issue of
shares
(50) -
Other
movements
(3,539) -
At the end of the
year
4,277 2,056
On 16 December 2024, the Company cancelled the balance of its existing share
premium account following a capital reduction. Subsequent shares issued on
admission to AIM generated new share premium of
£3,581,000, net of issue costs charged directly against share premium. The
other movements balance therefore comprises a capital reduction of £2,843,000
and issue costs set against share premium of £696,000. For further details
see note 26.
28 Commitments and contingent liabilities
The Group had no contingent liabilities or capital commitments (2024 - none).
29 Operating lease commitments Lessee
At the reporting end date the Group had outstanding commitments for future
minimum lease payments under non-cancellable operating leases. These have been
excluded from right of use assets under the exemption for short term lease
agreements under 12 months in length. The future minimum lease payments fall
due as follows:
2025 2024
Land and buildings £'000 £'000
Within one year 36 -
The lease was signed immediately pre-year end, therefore no lease charges have
been expensed in the year.
30 Events after the reporting date
There were no post reporting events to note.
31 Related party transactions
Remuneration of key management personnel
The compensation of key management personnel (including the Directors) is as
follows:
2025 2024
£'000 £'000
Short-term employee
benefits
310 58
Post-employment
benefits
2 3
Share-based
payments
547 -
859 61
Other transactions with related parties
The University of Lancaster, a Shareholder, provided goods and services
amounting to £80,000 (2024 -
£211,000). There were of amounts of £9,000 (2024 - £160,000) outstanding to
the related party at the period end.
Lucie Watson, who is the wife of Thomas Taylor a director and a key management
person of the Group, subscribed for 1,578 A Ordinary shares for consideration
of £100,000. The shares were subsequently subdivided into 157,800 A Ordinary
shares. Lucie Watson has an unrealised gain on these shares of £63,000.
On 13 November 2024, Quantum Base Limited disposed of a portfolio of non-core
intellectual property relating to patents in a field which it was not longer
working in and had no plans to commercialise, resulting in a profit on
disposal of £80,000. Other income of £111,000 was also recognised as a
result the re-charge of legal expenses. The disposal was made to Qchip
Security Limited, a related party to the Group insofar as its shareholders
mirrored those of the Company as they stood immediately prior to Admission.
The trade receivable in relation to this transaction has been fully impaired
(note 17).
During the year, Thomas Taylor, Chief Executive Officer, provided funding to
the Group by way of unsecured, interest-free loans made on various dates prior
to Admission. These loans were made to support working capital requirements
pending the equity placing and Admission to AIM. The total amount outstanding
under these loans was £188,000. On 31 March 2025, this balance was fully
settled through the issue of 812,999 new Ordinary Shares in the Company to
Thomas Taylor at the placing price, in accordance with the Subscription
Agreement entered into on that date. Accordingly, at 30 April 2025, no balance
was outstanding to or from Thomas Taylor. No further loans were made after
that date.
During the year, the Group settled the tax due on the exercise of EMI share
options, on behalf of the directors. As a result, at the year end, the
directors owed the Group £87,000 in relation to this tax. This was made up of
£2,000 from Daniel Abreu, £16,000 from Mark Fahy, £38,000 from David
Howarth and £31,000 from Thomas Taylor. These balances were repaid post year
end, in June and July 2025, with the exception of £2,000 due from Daniel
Abreu.
David Broadbent, who was appointed as a director of Quantum Base Holdings Plc
on 4 April 2025, provided services to the Group through his company Cross Royd
Consulting Limited totaling £5,000. There was no balance outstanding at the
year end.
Adrian Collins, who was appointed as a director of Quantum Base Holdings Plc
on 4 April 2025, provided non- executive director services to the Group
through his company Fincorp International Limited totaling £4,000. The
balance outstanding at the year end was £4,000.
32 Controlling party
The Company does not currently have an ultimate controlling party and did not
have one in this reporting year or the preceding reporting year.
33 Employees
Company
The average monthly number of persons (including directors) employed by the
company during the year was:
2025 2024
Number Number
Directors
4 3
34 Investments
Company
Non-current
2025 2024
£'000 £'000
Investments in
subsidiaries
1,350 200
Fair value of financial assets carried at amortised cost
The directors consider that the carrying amounts of financial assets carried
at amortised cost in the financial statements approximate to their fair
values.
Investment in subsidiary undertakings
Details of the Company's principal operating subsidiaries are included in 16.
Movements in non-current investments
Cost or valuation
Investments
in subsidiaries
£'000
At 1 May
2024
200
Additions (in respect of share-based
payments)
1,150
At 30 April
2025
1,350
Carrying amount
At 30 April
2025
1,350
At 30 April
2024
200
35 Trade and other receivables Company
2025 2024
£'000 £'000
Trade receivables - 1
VAT recoverable 203 -
Amounts owed by subsidiary undertakings 6,077 1,754
Prepayments 67 -
6,347 1,755
Amounts owed by subsidiary undertakings are not subject to a formal loan
agreement, are interest free and hence treated as repayable upon demand.
36 Trade and other payables Company
2025 2024
£'000 £'000
Accruals 102 -
37 Share capital Company
The company information for share capital is the same as the group information
and is shown in note 26.
38 Prior year and transition adjustments Company
The Company's transition to UK Adopted International Accounting Standards was
completed during the preparation of the Historical Financial Statements
contained in the Admission Document upon the Company's admission to AIM. There
are no transitional adjustments and therefore there are no changes to either
the statement of comprehensive income or the statement of financial position
for the year ended 30 April 2024, or at 1 May 2023. The adjustments shown are
in relation to prior year adjustments and detail is listed in the notes to the
reconciliations section below.
At 1 May
2023
At 30 April 2024
Previously Effect of As restated Previously Prior year Effect of As restated
reported transition reported adjustment transition
Notes £'000 £'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Investments 1, 2 782 - 782 1,893 (1,693) - 200
Current assets
Trade and other receivables 2, 3 - - - - 1,755 - 1,755
Bank and cash 910 - 910 164 - - 164
910 - 910 164 1,755 - 1,919
Creditors due within one year
Other payables 4 - - - (164) 164 - -
Net current assets 910 - 910 - 1,919 - 1,919
Total assets less current liabilities 1,692 - 1,692 1,893 226 - 2,119
Net assets 1,692 - 1,692 1,893 226 - 2,119
At 1 May
2023
At 30 April 2024
Previously Effect of As restated Previously Prior year Effect of As restated
reported transition reported adjustment transition
Notes £'000 £'000 £'000 £'000 £'000 £'000 £'000
Equity
Share premium 4 1,692 - 1,692 1,892 164 - 2,056
Other reserves 1 - - - - 391 - 391
Profit and loss 1, 3 - - - - (328) - (328)
Total equity 1,692 - 1,692 1,892 227 - 2,119
Notes to reconciliations
Note 1 - Share-based payment
The restatement reflects the correction of prior period accounting for
share-based payment transactions. Equity has been adjusted to recognise the
appropriate charge to the income statement, with corresponding movements in
reserves, creditors, and intercompany balances.
Note 2 - Intercompany loan
The restatement relates to the reclassification of an intercompany balance
with Quantum Base Limited. The amount was previously recorded in loans to
subsidiary companies within non-current investments and has been reclassified
to amounts owed by subsidiary companies within trade and other receivables.
Note 3 - VAT correction
The restatement relates to the correction of a prior period VAT error. The
adjustment reduces amounts owed by subsidiary companies and increases legal
and professional fees and sundry expenses in the income statement.
Note 4 - Creditors correction
Adjustment to creditors to treat as shares issued.
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