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REG - Quantum Base Hldgs - Interim Results

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RNS Number : 8167Q  Quantum Base Holdings PLC  29 January 2026

29 January 2026

Quantum Base Holdings plc

("Quantum Base", the "Company" or the "Group")

Unaudited results for the six-month period ended 31 October 2025

Quantum Base (AIM: QUBE), the UK-based quantum science company creating a new
global standard in authentication, is pleased to announce its unaudited
interim results for the six months ended 31 October 2025 ("H1 FY26", "Half
Year" or the "Period").

Highlights

·     £346,000 expansion of the key contract with Customer #1, a major
international security printer, expanding the scope of work and increasing the
number of smartphone devices supported to 170 models. This revenue is due in
the current financial year ending 30 April 2026.

·    Further strengthened the Board and leadership team, appointing
founder and ex-CEO Phillip Speed as a Non-Executive Director in July 2025.

·    Increased investment in recruitment and infrastructure, supporting
commercial and research and development ("R&D") scale-up, and bringing the
number of employees to 21.

·     Multiple new UK patents granted during the Period, with further
patents at intention-to-grant stage and additional filings made.

·    Continued material R&D activity to enhance ink durability,
substrate versatility and new printing methods.

·    Enhancements to the smartphone app and authentication algorithms have
improved performance, accuracy and user experience.

·     The Company continues to apply for non-dilutive grant funding to
accelerate scientific and product development.

Post-Period Highlights

·     In December 2025, the Company completed a successful fundraise of
£4.26 million, including £217,000 from retail investors, to provide working
capital for growth and support costs across staffing, operations and
development.

·    Signed a major partnership agreement to provide Q-IDs to Customer #2,
an international art registry, for the authentication of fine art. The 15-year
deal is worth a total of £9.4 million and includes exclusivity in the art
market. This includes revenues of £135,000 in FY2026, with expected annual
recurring revenue growing incrementally from £175,000 in 2027 to £880,000 in
2032 onwards, with additional scope for extension.

·    Ongoing partnership discussions and print trials with additional
international security-printing companies throughout Europe, the Middle East
and Asia.

·     The Company remains on track to sign four commercial contracts in
the current financial year, adding to the over one billion Q-IDs now in
circulation.

Financial Results Overview

 

                                             H1 FY26  H1 FY25

                                             £'000    £'000
 Revenue                                     260      -
 Operating loss                              1,410    2,518
 Adjusted EBITDA                             1,287    435
 Capitalised R&D and patent investment       609      435
 Net cash outflow from operating activities  985      371
 Cash and cash equivalents                   533      175

 

Tom Taylor, CEO of Quantum Base, commented:

"We've made a fantastic start to the 2026 financial year, securing the
expansion of a key contract, being awarded multiple new patents, and further
strengthening the leadership team. We have also enhanced our anti-counterfeit
solution and progressed conversations around new commercial contracts.

"This momentum has carried into the post-period, having signed an exciting
partnership agreement with an international art registry for the
authentication of fine art. This is an indication of the wide-ranging
applicability of the Company's Q-ID and Q-RAND technology, and a vindication
of the Board's belief in the scalability of the product and its ability to
solve real-world problems.

"We look forward to maintaining our progress over the rest of the financial
year and providing further updates as new commercial contracts materialise."

 

The Interim 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/)

 Rob Young, Chief Science Officer
 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.

 

 

 

QUANTUM BASE HOLDINGS PLC

UNAUDITED RESULTS FOR THE SIX MONTH PERIOD

ENDED 31 OCTOBER 2025

Highlights

 

Operational Highlights - six months ended 31 October 2025

Commercial Progress and Partnerships

•        Expansion of key contract with Customer #1 to cover
additional scope, additional compatible devices and new features development.

•        Growth of pipeline and marketing activities, including
presenting at the International Tax Stamp Forum in Cape Town (April 2025) and
approval to join as a member of the International Tax Stamp Association
(ITSA).

•        Initial sales efforts into the brand protection vertical are
seeing strong interest and engagement from security printers and brands.

•        Growing international interest across Europe, Middle East
and Asia.

 

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.

•        Continued material R&D activity to enhance ink
durability, substrate versatility and new printing methods.

•        Numerous enhancements to the smartphone app and
authentication algorithms have improved performance and accuracy.

•        Design updates, driven by user research projects, have
improved the design, user experience and usability of the smartphone app.

•         Mobile compatibility extended to 170 smartphone models,
increasing accessibility for end-users.

•         We continue to apply for non-dilutive grant funding to
accelerate scientific and product development. Applied for the Future Leaders
Fellowship from UK Research and Innovation.

•         We remain on track to sign four commercial contracts in
the current financial year.

 

Governance and People

•        Strengthened Board, adding founder and ex-CEO Phillip Speed
in July 2025 as a Non-Executive Director to support with industry experience,
commercialisation and growth.

•         Employee numbers increased to 21 as the Group built out
technical, operations and commercial functions.

•         Increased recruitment and infrastructure investment to
support commercial and R&D scale-up.

 

 

Post-Period Developments (after 31 October 2025)

•        Completed a successful fundraise of £4.26 million
(including £217k from retail investors) to provide working capital for growth
In December 2025.

•        Signed a major partnership agreement to provide Q-ID*s to an
international art registry ("Customer #2") for the authentication of fine art.
The 15-year deal is worth a total of £9.4 million and includes exclusivity in
the art market. This includes revenues of £135,000 in FY2026, with expected
annual recurring revenue ("ARR") growing incrementally from £175,000 in 2027
to £880,000 in 2032 onwards, with additional scope for extension.

•        Ongoing partnership discussions and print trials with
additional international security-printing companies throughout Europe, Middle
East and Asia.

 

Note*: Q-ID® is a registered trademark of Quantum Base Limited, hereafter
referred to as Q-ID.)

 
 
Financial highlights - six months ended 31 October 2025

•        Growing revenue: £260k (six months ended 31 October 2024:
£nil)

•        Expansion of key contract: Secured a total of £346k
expansion of an existing contract with "Customer #1" - a major international
security printer. This revenue is due in the current financial year ending 30
April 2026.

•        Operating loss narrowed: £1,410k. (six months ended 31
October 2024: £2,518k)

•        Adjusted EBITDA** loss: £1,287k (six months ended 31
October 2024: £435K)

•        Capitalised R&D and patent investment increased: £609k
(six months ended 31 October 2024: £435k)

•        Net cash outflow from operating activities: £985k (six
months ended 31 October 2024: £371k)

•        Cash and cash equivalents: £533k (31 October 2024: £175k),
increased post-period end following the fundraise of £4.26 million in
December 2025.

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.

 

 

Outlook

Quantum Base has had a strong 2025 with growing revenues, winning an
additional contract and continued product development. With the fundraise of
£4.26m post-period end, the business is in a fantastic position to capitalise
on its IP and deliver on its growth plans.

The Group's immediate focus is expanding within the global security-printing
market, building on its first government tax-stamp deployment while developing
a pipeline of additional international partners. This is in addition to the
large contract (total £9.4m over 15 years) signed post-period with Customer
#2, an international art registry, for the use of Q-ID*s to authenticate and
give provenance to fine art.

Beyond these initial sectors, Quantum Base continues to evaluate opportunities
across pharmaceuticals, apparel, 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-license
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"

 

 Group statement of comprehensive income

 For the period ended 31 October 2025

                                                            Unaudited     Unaudited     Audited

                                                            6 months to   6 months to   12 months to

                                                    Notes   31 October    31 October    30 April

                                                            2025          2024          2025

                                                            £'000         £'000         £'000
 Revenue                                            3       260           -             18
 Cost of sales                                              (9)           -             -
 Gross profit                                               251           -             18
 Other operating income                                     -             -             111
 Administrative expenses                                    (1,661)       (2,518)       (5,246)
 Operating loss                                     5       (1,410)       (2,518)       (5,117)
 Adjusted EBITDA                                    4       (1,287)       (435)         (1,313)
 Depreciation, amortisation and impairment          5       (123)         (32)          (178)
 (Loss)/profit on disposal of fixed assets          5       -             (15)          63
 Share-based payment expense                        10      -             (1,833)       (2,759)
 Costs of listing                                           -             (203)         (930)
 Interest received                                          13            1             1
 Finance costs                                      9       (5)           -             -
 Loss before taxation                                       (1,402)       (2,517)       (5,116)
 Taxation                                                   209           117           276
 Loss and total comprehensive expense for the year          (1,193)       (2,400)       (4,840)
 Loss and total comprehensive expense for the financial period is all
 attributable to the owners of the parent company.
 Earnings per share
 Basic and diluted (£)                              6       (0.02)        (0.07)        (0.13)

 

Group statement of financial position

For the period ended 31 October 2025

 

                                                                                                                                                                                                                     Notes  Unaudited    Unaudited    Audited

                                                                                                                                                                                                                            31 October   31 October   30 April

                                                                                                                                                                                                                            2025         2024         2025

                                                                                                                                                                                                                            £'000        £'000        £'000
 Non-current assets
 Intangible                                                                                                                                                                                                          7      1,925        1,125        1,411
 assets
 Property, plant and                                                                                                                                                                                                        130          10           37
 equipment
 Right of use asset                                                                                                                                                                                                         108          -            -
                                                                                                                                                                                                                            2,163        1,135        1,448
 Current assets
 Trade and other                                                                                                                                                                                                     8      552          62           514
 receivables
 Current tax recoverable                                                                                                                                                                                                    474          313          266
 Cash and cash equivalents                                                                                                                                                                                                  533          175          2,234
                                                                                                                                                                                                                            1,559        550          3,014
 Current liabilities
 Trade and other                                                                                                                                                                                                            776          661          437
 payables
 Lease liability                                                                                                                                                                                                     9      24           -            -
 Borrowings                                                                                                                                                                                                                 3            3            3
                                                                                                                                                                                                                            803          664          440
 Net current assets / (liabilities)                                                                                                                                                                                         756          (114)        2,574
 Non-current liabilities
 Borrowings                                                                                                                                                                                                                 -            2            1
 Lease liability                                                                                                                                                                                                     9      91           -            -
 Net assets                                                                                                                                                                                                                 2,828        1,019        4,021
 Equity
 Called up share                                                                                                                                                                                                     11     83           -            83
 capital
 Share premium                                                                                                                                                                                                       12     4.277        2,827        4,277
 account
 Merger reserve                                                                                                                                                                                                             414          414          414
 Share-based payment reserve                                                                                                                                                                                         10     146          2,230        146
 Retained earnings                                                                                                                                                                                                          (2,092)      (4,452)      (899)
 Total equity                                                                                                                                                                                                               2,828        1,019        4,021

Group statement of changes in equity

For the period ended 31 October 2025

 

                                                                               Share premium account                      Share-based payment reserve

                                                           Share capital                                 Merger reserve                                Retained earnings

                                                                                                                                                                               Total
                                                      Notes          £'000                  £'000                         £'000                        £'000       £'000             £'
                                                                                                                                                                                     00
                                                                                                                                                                                     0
 Balance at 1 May 2024                                     -                   2,056                     414              391                          (2,052)                 809
 Period ended 31 October 2024:
 Total comprehensive loss                                  -                   -                         -                -                            (2,400)                 (2,400)
 Transactions with owners:
 Issue of share capital              11                    -                   837                       -                -                            -                       837
 Costs of issue set against premium                        -                   (66)                      -                -                            -                       (66)
 Share-based payment expense         10                    -                   -                         -                1,839                        -                       1,839
 Balance at 31 October 2024                                -                   2,827                     414              2,230                        (4,452)                 1,019
 Period ended 30 April 2025:
 Total comprehensive loss                                  -                                             -                -                            (2,440)                 (2,440)
 Transactions with owners:
 Issue of share capital              11                    33                  4,974                     -                -                            -                       5,007
 Bonus issue                         11                    50                  (50)                      -                -                            -                       -
 Share-based payment expense                               -                   -                         -                920                          -                       920
 Costs of warrants                   11                    -                   -                         -                146                          -                       146
 Capital reduction                   11                    -                   (2,843)                   -                -                            2,843                   -
 Costs of issue set against premium  12                    -                   (631)                     -                -                            -                       (631)
 Share options exercised             10                    -                   -                         -                (3,150)                      3,150                   -
 Balance at 30 April 2025                                  83                  4,277                     414              146                          (899)                   4,021
 Period ended 31 October 2025:
 Total comprehensive loss                                            -                      -            -                -                            (1,193)     (1,193)
 Transactions with owners:
 Issue of share capital                                              -                      -            -                -                            -           -
 Bonus issue                                                         -                      -            -                -                            -           -
 Share-based payment expense                                         -                      -            -                -                            -           -
 Costs of warrants                                                   -                      -            -                -                            -           -
 Balance at 31 October 2025                                          83                     4,277        414              146                          (2,092)     2,828

 

Group statement of cash flows

For the period ended 31 October 2025

 

                                                               Unaudited     Unaudited     Audited

                                                       Notes   6 months to   6 months to   12 months to

                                                               31 October    31 October    30 April

                                                               2025          2024          2025

                                                               £'000         £'000         £'000
 Cash flows from operating activities
 Loss and total comprehensive expense for the period           (1,193)       (2,400)       (4,840)
 Interest income                                               (13)          (1)           (1)
 Interest expense                                              5             -             -
 Tax credit                                                    (209)         (117)         (276)
 Loss on disposal of property, plant and equipment     6       -             15            2
 Profit on disposal of intangibles                             -             -             (65)
 Other income                                                  -             -             (111)
 Amortisation and impairment of intangible assets      6       95            30            174
 Depreciation of property, plant and equipment         6       28            2             4
 Impairment of irrecoverable debt                              -             -             260
 Equity settled share-based payment expense            6       -             1,839         2,759
 Warrants expense                                              -             -             99
 Movements in working capital:
 Increase in trade and other receivables                       (38)          (11)          (462)
 Increase in trade and other payables                          340           272           52
 Cash absorbed by operations                                   (985)         (371)         (2,405)
 Corporation tax refunded                                      -             -             206
 Net cash outflow from operating activities                    (985)         (371)         (2,199)
 Purchase of intangible assets                                 (609)         (435)         (936)
 Purchase of property, plant and equipment                     (108)         (5)           (36)
 Interest received                                             13            1             1
 Net cash used in investing activities                         (704)         (439)         (973)
 Proceeds from issue of shares                         11      -             837           5,655
 Share issue costs                                     11      -             (66)          (649)
 Proceeds from directors' loans                                -             -             188
 Payment of lease liabilities                          10      (11)          -             -
 Repayment of bank loans                                       (1)           (1)           (3)
 Net cash generated from financing activities                  (12)          770           5,191
 Net increase/(decrease) in cash and cash equivalents          (1,701)       (40)          2,019
 Cash and cash equivalents at beginning of period              2,234         215           215
 Cash and cash equivalents at end of period                    533           175           2,234

 

Notes to the Group Financial Statements

 
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 activity
continued to be that of the development of practical, simply quantum security
systems with mass market appeal.

The Group consists of Quantum Base Holdings PLC and all of its subsidiaries.

The consolidated financial information (or "interim financial statements")
incorporates the financial information of the Company and entities (its
subsidiaries) controlled by the Company (collectively comprising the "Group").

 

1.1     Accounting convention

The interim 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 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.

The financial information set out in these interim consolidated financial
statements for the six months ended 31 October 2025 is unaudited. The
financial information presented is not statutory accounts prepared in
accordance with the Companies Act 2006, and is prepared only to comply with
AIM requirements for interim reporting. It should be read in conjunction with
the 30 April 2025 Annual Report and Financial Statements. The financial
information for the half years ended 31 October 2025 and 31 October 2024 do
not constitute statutory accounts within the meaning of Section 434 (3) of the
Companies Act 2006 and both periods are unaudited. The financial information
has not been prepared (and is not required to be prepared) in accordance with
IAS 34 Interim Financial Reporting.

The Group's annual report and financial statements for the year ended 30 April
2025 have been filed with the Registrar of Companies. The independent
auditor's report on the annual report and financial statements for the year
ended 30 Apri 2025 was i) unqualified, ii) did not draw attention to any
matters by way of emphasis, and iii) did not contain a statement under 498(2)
- (3) of the Companies Act 2006.

 

1.2     Basis of consolidation

The interim 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 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     Significant accounting policies

The Group has presented below key extracts of its accounting policies. The
Group has applied the same accounting policies and methods of computation in
its interim financial statements as in its 2025 Annual financial statements
with the addition of accounting policy 1.7 in relation to new leases
recognised in the interim period. Those that relate to new standards and
interpretations effective for the first time for periods beginning on (or
after) 1 May 2025 will be adopted in the 2026 financial statements. Adoption
of these new standards and interpretations is not expected to have a material
impact on the Group's financial statements. The accounting policies applied
are based on the recognition and measurement principles of IFRS in issue as
adopted by the UK and are effective at 30 April 2026 or are expected to be
adopted and effective at 30 April 2026.

 

1.4     Intangible assets other than goodwill

The 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

 

1.5     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.

 

1.6     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.

 

1.7     Leases

At inception, the group assesses whether a contract is, or contains, a lease
within the scope of IFRS 16. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. Where a tangible asset is
acquired through a lease, the group recognises a right-of-use asset and a
lease liability at the lease commencement date.

The right-of-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made at
or before the commencement date plus any initial direct costs and an estimate
of the cost of obligations to dismantle, remove, refurbish or restore the
underlying asset and the site on which it is located, less any lease
incentives received.

The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use asset or the end of the lease term. The estimated useful
lives of right-of-use assets are determined on the same basis as those of
other property, plant and equipment. The right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.

The lease liability is initially measured at the present value of the lease
payments that are unpaid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the group's incremental borrowing rate. Lease payments included in
the measurement of the lease liability comprise fixed payments, variable lease
payments that depend on an index or a rate, amounts expected to be payable
under a residual value guarantee, and the cost of any options that the group
is reasonably certain to exercise, such as the exercise price under a purchase
option, lease payments in an optional renewal period, or penalties for early
termination of a lease.

The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in: future lease payments
arising from a change in an index or rate; the group's estimate of the amount
expected to be payable under a residual value guarantee; or the group's
assessment of whether it will exercise a purchase, extension or termination
option. When the lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right-of-use asset or is
recorded in profit or loss if the carrying amount of the right-of-use asset
has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases of machinery that have a lease term of 12
months or less, or for leases of low-value assets including IT equipment. The
payments associated with these leases are recognised in profit or loss on a
straight-line basis over the lease term.

 

 

2.    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.

 

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 10.

 

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 £nil (period to 31 October 2024
- £137,000, year ended 30 April 2025 - £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.

 

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 revenue
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.

 

                                          Unaudited     Unaudited     Audited

                                          6 months to   6 months to   12 months to

                                          31 October    31 October    30 April

                                          2025          2024          2025

                                          £'000         £'000         £'000
 Revenue analysed by class of business
 Licences                                 260           -             18
                                          £'000         £'000         £'000
 Revenue analysed by geographical market
 UK                                       260           -             18

 

4.   Adjusted EBITDA
                                                       Unaudited     Unaudited     Audited

                                                       6 months to   6 months to   12 months to

                                                       31 October    31 October    30 April

                                                       2025          2024          2025

                                                       £'000         £'000         £'000
 Operating loss                                        (1,410)       (2,518)       (5,117)
 Add back/(deduct):
 Depreciation, amortisation and impairment             123           32            178
 Loss/(profit) on disposal of intangible fixed assets  -             15            (65)
 Loss on disposal of tangible fixed assets             -             -             2
 Share-based payment expense                           -             1,833         2,759
 Costs of listing                                      -             203           930
 Adjusted EBITDA                                       (1,287)       (435)         (1,313)

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.

 

 5.   Operating loss
 Operating loss for the year is stated after charging/(crediting):
                                                                                Unaudited     Unaudited                                Audited

                                                                                6 months to   6 months to                              12 months to

                                                                                31 October    31 October                               30 April

                                                                                2025          2024                                     2025

                                                                                £'000         £'000                                    £'000
 Depreciation of property, plant and equipment (included within administrative  15            2                                        4
 expenses)
 Loss on disposal of property, plant and equipment                              -             -                                        2
 Amortisation of intangible assets (included within administrative expenses)    95            30                                       106
 Impairment of intangible assets                                                -             -                                        68
 Depreciation of right of use asset (included within administrative expenses)   13            -                                        -
 Loss/(profit) on disposal of intangible assets                                 -                                15                    (65)
 Share-based payments                                                           -             1,833                                    2,759

 

 

 6. Earnings per share
                                                                          Unaudited     Unaudited     Audited

                                                                          6 months to   6 months to   12 months to

                                                                          31 October    31 October    30 April

                                                                          2025          2024          2025

                                                                          number        number        number
 Number of shares
 Weighted average number of ordinary shares for basic earnings per share  64,080,319    34,134,517    36,695,186
                                                                          £'000         £'000         £'000

 Earnings
 Continuing operations
 Loss for the period from continued operations                            (1,193)       (2,400)       (4,840)
                                                                          £ per share   £ per share   £ per share
 Basic earnings per share
 From continuing operations                                               (0.02)        (0.07)        (0.13)

 

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.

 

 7. Intangible assets
                              Patents and  Development

                              licences     costs        Total
                              £'000        £'000        £'000
 Cost
 At 1 May 2024                562          384          946
 Additions                    120          315          435
 Disposals                    (18)         -            (18)
 At 31 October 2024           664          699          1,363
 Additions                    55           446          501
 Disposals                    (150)        -            (150)
 At 30 April 2025             569          1,145        1,714
 Additions                    36           573          609
 Disposals                    -            -            -
 At 31 October 2025           605          1,718        2,323
 Amortisation and impairment
 At 1 May 2024                212          -            212
 Charge for the period        30           -            30
 Eliminated on disposals      (4)          -            (4)
 At 31 October 2024           238          -            238
 Charge for the period        30           46           76
 Impairment loss              -            68           68
 Eliminated on disposals      (79)         -            (79)
 At 30 April 2025             189          114          303
 Charge for the period        30           65           95
 At 31 October 2025           219          179          398
 Carrying amount
 At 31 October 2025           386          1,539        1,925
 At 30 April 2025             380          1,031        1,411
 At 31 October 2024           426          699          1,125

 

An impairment review was carried out as at 31 October 2025, which concluded
that no impairment charge was required.

 

 8. Trade and other receivables
                    Unaudited                 Unaudited    Audited

                    31 October                31 October   30 April

                    2025                      2024         2025

                    £'000                     £'000        £'000
 Trade receivables  187                       -            16
 VAT recoverable    277                       57           326
 Other receivables  17                        -            98
 Prepayments        71                        5            74
                    552                       62           514

Trade receivables are stated net of a specific impairment for estimated
irrecoverable amounts of £312k (October 2024 - £nil, April 2025 - £312k).

 

 9. Lease liabilities
 Future gross minimum lease payment are due under leases as follows:
 Maturity analysis                              Unaudited                   Unaudited     Audited

                                                31 October                  31 October    30 April

                                                2025                        2024          2025

                                                £'000                       £'000         £'000
 Within one year                                36                          -             -
 In two to five years                           100                         -             -
 Total undiscounted liabilities                 136                         -             -
 Future finance charges and other adjustments   (21)                        -             -
 Lease liabilities in the financial statements  115                         -             -

 

 These are disclosed in the financial statements on a net basis (excluding
 future finance charges) as follows:
                          Unaudited    Unaudited    Audited

                          31 October   31 October

                          2025         2024         30 April

                          £'000        £'000        2025

                                                    £'000
 Current liabilities      24           -            -
 Non-current liabilities  91           -            -
                          115          -            -

 

 Amounts recognised in profit or loss include the following:
                                      Unaudited     Unaudited     Audited

                                      6 months to   6 months to   12 months to

                                      31 October    31 October    30 April

                                      2025          2024          2025

                                      £'000         £'000         £'000
 Interest on lease liabilities        5             -             -
 Depreciation of right of use assets  13            -             -
                                      18            -             -

 

 

10. 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
                               Oct                                                              Oct                                                              Apr       Oct                                                              Oct                                 Apr

                               2025                                                             2024                                                             2025      2025                                                             2024                                2025
 Outstanding start of period   -                                                                49,704                                                           49,704    -                                                                0.005                               0.005
 Granted in the period                                         -                                                                -                                -                                         -                                -                                   -
 Exercised in the period       -                                                                -                                                                (49,704)  -                                                                -                                   (0.005)
 Outstanding at end of period  -                                                                49,704                                                           -         -                                                                               0.005                -
 Exercisable at end of period  -                                                                49,704                                                           -         -                                                                0.005                               -

 

Options outstanding

All options were exercised on 31 March 2025. No options were outstanding at
the period end (October 2024 - 49,704 options outstanding at an exercise price
of 0.005 pence, April 2025 - none).

 

The following information is relevant in the determination of the fair value
of options granted during the period/year under the equity share-based schemes
operated by the Group.

 

                                                      Unaudited     Unaudited     Audited

                                                      6 months to   6 months to   12 months to

                                                      31 October    31 October    30 April

                                                      2025          2024          2025

                                                      £'000         £'000         £'000
 Expenses
 Share option costs recognised within employee costs  -             1,833         2,759
 Warrant costs recognised within costs of listing     -             -             99
 Warrant costs recognised directly in share premium   -             -             47

 

 

 11. Share capital
                                                                                Oct 2025    Oct 2024  Apr 2025    Oct 2025  Oct 2024  Apr 2025
 Ordinary share capital                                                         Number      Number    Number      £'000     £'000     £'000
 Issued and fully paid
 Ordinary A of 0.005p each                                                      -           331,359   -           -         -         -
 Ordinary B of 5p each                                                          -           1         -           -         -         -
 Ordinary C of 0.005p each                                                      -           15,779    -           -         -         -
 Ordinary of 0.1p                                                               64,080,319  -         64,080,319  64        -         64
 each
 Deferred of 4.415p each                                                        423,404     -         423,404     19        -         19
                                                                                64,503,723  347,139   64,503,723  83        -         83

 

 Reconciliation of movements during the year:

                                       A Ordinary     B Ordinary  C Ordinary    Ordinary    Deferred
                                       Number         Number      Number        Number      Number
 At 1 May 2024                         315,580        1           15,779        -           -
 Shares issued                         15,779         -           -             -           -
 At 31 October 2024                    331,359        1           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 and 31 October 2025  -              -           -             64,080,319  423,404

 

 

 12. Share premium account
                                      Unaudited               Unaudited     Audited

                                      6 months to             6 months to   12 months to

                                      31 October              31 October    30 April

                                      2025                    2024          2025

                                      £'000                   £'000         £'000
 At the beginning of the period/year  4,277                   2,056         2,056
 Issue of new shares                  -                       837           5,810
 Bonus issue of shares                -                       -             (50)
 Other movements                      -                       (66)          (3,539)
 At the end of the period/year        4,277                   2,827         4,277

 

 

 13. Events after the reporting date
 In November 2025, Quantum Base Group Signed a major partnership agreement to
 provide Q-IDs to an international art registry ("Customer #2") for the
 authentication of fine art. The 15-year deal is worth a total of £9.4 million
 and includes exclusivity in the art market. This includes revenues of
 £135,000 in FY2026, with expected annual recurring revenue ("ARR") growing
 incrementally from £175,000 in 2027 to £880,000 in 2032 onwards, with
 additional scope for extension.

 In December 2025, Quantum Base Holdings Plc completed an equity fundraising
 that raised gross proceeds of £4,260,237 of growth working capital to
 strengthen the statement of financial position, and support costs across
 staffing, operations and development. This was satisfied by the issue and
 admission of 20,286,845 new Ordinary Shares to trading on AIM on 22 December
 2025.

 

 

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