REG-Quantum Blockchain Technologies Plc: Final Results
Today 07:02
24 June 2024
Quantum Blockchain Technologies Plc
(”QBT” or ”the Company”)
FINAL RESULTS
Quantum Blockchain Technologies (AIM: QBT), a Research & Development and
investing company focused on an intensive R&D programme to disrupt the
blockchain technology sector, is pleased to announce its final results for the
year ended 31 December 2024.
The Company’s Annual General Meeting (“AGM”) will be held at Company’s
registered address, 1st Floor, 1 Chancery Lane, London, WC2A 1LF at 12.00 pm
on 21 July 2025.
The Annual Report and Accounts together with the AGM Notice and Form of Proxy
(together the “Documents”) are available on the Company’s website under
the “Investor Relations – Annual Reports and Circulars” section. The
Documents will be posted shortly to those shareholders who have requested to
receive printed documents.
Related Party Transaction
As announced on 1 August 2024, the Company entered into a consultancy
agreement effective from 1 January 2022, with Infusion (2009) Limited
(“Infusion”), an English company controlled by Professor Francesco Gardin,
the Company’s chairman and chief executive. Under the consultancy agreement,
Infusion provides the services of Professor Gardin as chief research officer.
The Company’s board (excluding Professor Gardin), to reflect the level and
nature of Professor Gardin’s input into the Company’s research programmes,
agreed to increase the monthly consultancy fee payable to Infusion from
£12,500 to £16,250 with effect from 1 January 2024. The Company also awarded
an additional fee of £100,000 to reflect the contribution made by Professor
Gardin to the Company’s research programmes during 2024.
In addition, Professor Gardin assigned to Infusion his rights to a payment of
10% commission in respect of funds recovered from SIPIEM and Sosushi,
Mediapolis and Geosim (four of the Company's legacy assets), as set out in
Francesco Gardin’s original July 2015 letter of appointment, reconfirmed in
April 2021.
The awards made under the consultancy agreement and the assignment are treated
as related party transactions under the AIM Rule 13 of the AIM Rules for
Companies. With the exception of Francesco Gardin, who is involved in the
transaction as a related party, the directors of the Company consider, having
consulted with the Company’s nominated adviser, that the terms of the
transactions are fair and reasonable insofar as its shareholders are
concerned.
For further information please contact:
Quantum Blockchain Technologies Plc +39 335 296573
Francesco Gardin, CEO and Executive Chairman
SP Angel Corporate Finance (Nominated Adviser & Broker) +44 (0) 20 3470 0470
Jeff Keating
Leander (Financial PR) +44 (0) 7795 168 157
Christian Taylor-Wilkinson
About Quantum Blockchain Technologies Plc
QBT (AIM: QBT) is a London Stock Exchange AIM listed Research & Development
and investing company focused on an intensive R&D programme to disrupt the
Blockchain Technologies sector which includes, cryptocurrency mining and other
advanced blockchain applications. The primary goal of the R&D programme is to
develop Bitcoin mining tools and techniques, via its technology-driven
approach, which the Company believes will significantly outperform existing
market practices.
CHAIRMAN’S STATEMENT
I am pleased to present the Group’s Annual Report and Financial Statements
for the year ended 31 December 2024. This has been a year of progress and
strategic advancements for QBT, with the goal being to establish ourselves at
the forefront of Bitcoin mining technology. Our commitment to research and
development (“R&D”) has yielded significant breakthrough results, while
our efforts to start monetising legacy assets have provided encouraging
results. In addition, the achievement of a number of significant R&D
milestones provided the foundations upon which the Company is now working to
launch its first commercial products (Software as a Service “SaaS” and IP
rights) aimed at entering the highly valued Bitcoin market.
Breakthroughs in R&D and Technological Advancements
Since launching our R&D programme at the beginning of 2021, the Company has
focused on developing disruptive proprietary technology to enhance Bitcoin
mining efficiency. 2024 has been an important year for QBT, marked by the
continued evolution of our artificial intelligence (“AI”)-driven mining
optimisation techniques, and our hardware and software innovations, which are
explained in more detail below.
Method C AI Oracle
One of the most significant achievements is represented by “Method C”,
seen by the Company as a breakthrough technology with the potential to
redefine Bitcoin mining by making it significantly more efficient and
cost-effective.
Method C, which was initially announced by the Company as a potential new
innovation in Bitcoin mining in March 2024 leverages a predictive AI Oracle
developed by QBT to identify and prioritise the most likely successful inputs
to SHA-256 computations, while disregarding the non-relevant inputs.
During lab testing which was initially conducted with historical Bitcoin
blocks, i.e., blocks with a lower mining difficulty than present, Method C
demonstrated a remarkable 30%-50% predictive accuracy, allowing for a
substantial reduction in energy consumption and an overall improvement in
mining efficiency. These results were announced in October 2024 and then
confirmed in January 2025 when the Company determined it was able to mine
Bitcoin with a 30% enhanced efficiency on current Bitcoin blocks.
In parallel, the Company successfully implemented Method C’s AI Oracle on
ASIC Hardware through testing on a slower yet programmable Field Programmable
Gate Array (“FPGA”) chip, which was a necessary step forward towards
development of a commercial product. This breakthrough led to the filing in
January 2025 of a patent application entitled “Implementation of Binary
Decision Tree”.
QBT is currently collaborating with two ASIC chip manufacturers who are about
to begin detailed evaluations of Method C and its integration into their
upcoming ASIC designs.
Method A and Method B
Method A and Method B are two different machine learning (“ML”) based
techniques developed by QBT that in lab tests significantly outperform
standard Bitcoin mining.
During 2024, the Company worked on a solution to port the QBT Client SaaS
version of these two methods, working first with the standard CGminer
operating system, then migrating to an ESP-miner operating system (as
announced by the Company in August 2024).
The porting on ESP-miner was completed in December 2024. Since then:
- With regards to Method A, the Company has been mining live
in QBT’s Milan-based lab in single chip mode since January 2025 using
commercially bought ASICs for Bitcoin mining and connected to an existing
mining pool. The operational performance of Method A is being assessed based
on its hash rate measured against that of the standard mining pool and the
respective success rates from comparing one ASIC chip running with Method A
and the one without it.
- With regards to Method B, the Company commenced real-time
mining tests using the same ASIC chip used in the latest version of the most
powerful Bitcoin mining rigs available. Consistency checks between the recent
real time mining tests and past lab results are being undertaken before
modifying the mining rigs’ operating systems so as to allow the installation
of the QBT Client version of Method B.
In both cases the Company is meticulously checking the intermediate and final
results of the testing before moving into the final steps that are hoped will
lead to the commercialisation of the method-hosted products.
QBT is currently in discussion with two companies to integrate its Method A
and B AI technologies into existing aftermarket control boards, aiming for
rapid market entry through this large user base (as announced on 19 June
2025).
Other
In addition to the above, the Company has previously filed patent applications
for “ASIC UltraBoost” and “ASIC EnhancedBoost” and developed a
“Quantum mining algorithm” for the use of powerful (but not yet
commercially available) quantum computer for bitcoin mining, which remain
under review by the relevant patent offices.
As QBT’s R&D efforts continue to yield promising results, the Company has
strengthened its efforts to engage with potential commercial partners. The
Company has initiated early-stage discussions with some of the largest Bitcoin
mining companies in North America and ASIC chip manufacturers. The Company is
also assessing partnerships with leading mining rig manufacturers to explore
potential licensing agreements and joint development initiatives.
To support these efforts, the Company has strengthened its leadership team. In
September 2024, Jose Rios was appointed as US Strategic Advisor. He brings
extensive experience in the blockchain and semiconductor industries which
enhances our ability to navigate the rapidly evolving cryptocurrency landscape
and establish QBT as a trusted provider of next-generation mining solutions.
Focus: Bitcoin Market and Mining Sector in 2024
In 2024, Bitcoin achieved a significant milestone with its market
capitalisation surpassing US$1.9 trillion and the price of a Bitcoin exceeding
US$100,000. This growth is largely attributed to increased institutional
investment and a favourable regulatory environment1.
The mining sector underwent notable changes, particularly following the April
2024 halving event, which reduced block rewards from 6.25 Bitcoin to 3.125.
This reduction prompted miners to enhance operational efficiency and manage
increased production costs. Globally, Bitcoin mining's annual electricity
consumption is estimated at 146 terawatt-hours (“TWh”), surpassing the
energy usage of entire countries like Sweden2.
In response to environmental concerns, the mining industry increasingly
adopted renewable energy sources. By the end of 2024, renewable energy usage
in Bitcoin mining reached 41%, up from 20% in 2011, and it is expected to
reach 70% by 20303. Mining companies have invested in hydroelectric, wind and
solar power to mitigate carbon footprints and align with global sustainability
goals. For instance, Mara Holdings acquired a wind farm in Texas to mine
Bitcoin with near-zero carbon emissions during periods of sufficient wind4.
Looking ahead, the integration of AI with Bitcoin mining could drive further
innovation. AI-powered optimisation tools may help miners reduce energy
consumption and improve hardware efficiency. The integration of AI into
Bitcoin mining reflects a broader trend of technological convergence, where
advanced computing enhances efficiency and sustainability. As AI continues to
reshape industries, its role in optimising resource-intensive operations like
mining could contribute to a more resilient and adaptive digital economy.
Strategic Financial and Legal Achievements
In parallel with its technological advancements, the Company has further
strengthened its financial position through proactive management of our legacy
assets. A significant milestone was reached in June 2024 with the partial
resolution of the longstanding litigation concerning Sipiem in Liquidazione
S.p.A (“Sipiem”). The Venice Court of Appeal ruled in favour of Clear
Leisure 2017 Ltd (“CL17”), a wholly owned subsidiary of QBT, confirming
the trial court’s damage award of €6,274,000 (“Judgment”).
In May 2024, CL17 had reached a settlement agreement with certain Sipiem
defendants (“Participating Defendants”) for the amount of €700,000. This
amount was paid to CL17. However, the settlement agreement was conditional
upon the execution of a separate judicial settlement agreement before the
Court of Appeal. The Court, however, did not set the requested new hearing to
execute the (second) agreement and instead it affirmed the Judgment.
Additionally, the Venice Court of Appeal also held that the damages for the
Participating Defendants to be the higher than agreed in the settlement,
namely, €1 million
At the same time, CL17 also reached a settlement agreement with the receiver
of Sipiem by which these parties agreed to amend the final and overall price
of the credits and judicial claims involving Sipiem purchased by CL17 in
2019. It was agreed that for a cash consideration of €170,000, the receiver
renounced any present or future claims regarding Sipiem, including, but not
limited to, its right to receive 30% of any future sums collected (net after
deduction of legal costs) as agreed in the 2019 claim purchase agreement with
CL17 (and as announced by QBT on 10 September 2019).
Meanwhile, in January 2025, the defendants filed an appeal with the Italian
Court of Cassation (Italy’s highest court for civil and commercial matters)
against the Judgment issued in June 2024. It is anticipated that this court
will not issue a ruling for a number of years. However, in the meantime this
does not prevent CL17 from enforcing the Judgment.
The Company has also successfully managed outstanding bond obligations:
- extending the maturity of the Company’s 2020 Zero-Coupon
Bond from December 2024 to December 2026 (as announced in January 2024),
adjusting the yield to maturity from 1% to 3%, and
- extending maturity of the Company’s 2013 Zero-Coupon
Bond from December 2024 to December 2026 (as also announced in January 2024),
modifying the conversion price from £0.05 to £0.03
Financial Review
The Group reported a total comprehensive loss of €2,853,000 for the year
ended 31 December 2024 (2023: €4,206,000) and a loss before tax of
€3,005,000 (2023: €4,348,000). Operating losses for the period were
€2,977,000 (2023: €4,025,000). Included within administrative expenses are
charges relating to the recognition of share options totalling €9,000 (2023:
€416,000) and within finance costs are charges for the revaluation of
derivatives representing a profit of €141,000 (2023: profit of €9,000).
The movement in these items is dependent on the volatility of the Company’s
share price used for the calculation according to the relevant accounting
standards. The undiluted Net Asset Value (“NAV”) of the Group decreased by
€2,853,000 in 2024, compared to a decrease of €675,000 in 2023. The Group
had Net Current Assets of €2.2m as at 31 December 2024 (2023: Net Current
Liabilities €3.1m).
Post-Balance Sheet Events
In January 2025 the Company announced:
- it had filed a new patent application covering Method
C’s disruptive AI Oracle (“AI Oracle”): “IMPLEMENTATION OF BINARY
DECISION TREES”.
- its Method C AI Oracle started performing live Bitcoin
mining of current blockchain blocks, considered a significant milestone. The
material competitive advantage in mining enabled by the AI Oracle is achieved
either by (i) reducing the energy cost of mining by approximately 30%; or
(ii), accelerating the mining speed at current energy consumption and costs
with approximately a 30% greater hash rate.
- it raised £2 million (before expenses) through the
placing of 173,913,044 new ordinary shares of 0.25 pence each in the Company
at a price of 1.15 pence per share.
In March 2025, the Company provided a General Update on the R&D programme on
Sipiem and on its other Legacy Assets. Specifically regarding Sipiem, the
Company informed that the defendants filed an appeal with the Italian Court of
Cassation (Italy’s highest court for civil and commercial matters) against
the judgment of the lower Court of Appeal of Venice issued in June 2024.
In April 2025, QBT reported it attended the Mining Disrupt 2025 conference in
Florida, engaging with key industry players to discuss integrating its
AI-driven Bitcoin mining solutions. The company's Method C AI Oracle
demonstrated consistent mining efficiency improvements in live FPGA tests,
garnering interest from potential partners for further testing and
collaboration. Following which, Following the conference (as announced on May
2025), QBT signed an NDA with a leading ASIC chip manufacturer to evaluate the
performance of its Method C AI Oracle on the manufacturer's hardware. The
evaluation, supervised by QBT's R&D team, aims to validate the technology's
effectiveness and could lead to a commercial partnership.
On 19 May 2025, the Company reported that Peter Fuhrman, a Company
Non-Executive Director had passed away. On 21 May 2025 QBT announced the
appointment of Vladimir Basilio Kusznirczuk as a new Non-Executive Director.
Conclusion
Looking ahead, the Board believes QBT is entering a defining phase. The
significant progress made with all three Methods has placed the Company in a
position to start progressing its commercial options.
The Board is of the opinion that QBT is well-positioned to emerge as a key
technology provider in the Bitcoin mining sector. The dedicated R&D team,
cutting-edge research facilities and a well-funded strategy has provided the
foundations for long-term success for the Company. As progress continues to
move forward, the Company remains committed to its core mission: Developing
innovative solutions that redefine the efficiency and profitability of Bitcoin
mining.
The Directors would like to extend their gratitude to shareholders, staff and
commercial partners for their continued support as the Company moves forward
on its exciting journey.
https://www.reuters.com/technology/view-bitcoin-surges-above-100000-2024-12-05/#:~:text=%22Bitcoin%20reaching%20%24100%2C000%20is%20a,has%20proven%20its%20staying%20power.
2 https://www.ft.com/content/8ad1b83f-4b68-43ca-a6d2-56edbca0ef0a
3https://cryptoslate.com/bitcoin-mining-edges-toward-green-dominance-with-70-renewables-by-2030/
4 https://www.ft.com/content/8ad1b83f-4b68-43ca-a6d2-56edbca0ef0a
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Note 2024 2023
€’000 €’000
Revenue - -
- -
Administrative expenses 7 (2,977) (4,025)
Other income - -
Operating loss (2,977) (4,025)
Other gains and losses 89 32
Impairment of investments 7 (241) -
Share of loss from equity-accounted associates 8 - (59)
Finance costs 9 124 (296)
Loss before tax (3,005) (4,348)
Tax 12 152 142
Loss for the year (2,853) (4,206)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (2,853) (4,206)
Earnings per share:
Basic loss per share (cents) 13 €0.221 €0.382
Diluted loss per share (cents) 13 €0.150 €0.256
There was no other comprehensive income during the year
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER
2024
Notes Group 2024 Group 2023 Company 2024 Company 2023
€’000 €’000 €’000 €’000
Non-current assets
Intangible assets 15 2 2 - -
Property, plant and equipment 14 115 169 - -
Financial assets at fair value through profit and loss 16 162 396 3 76
Investments held at cost 16 - - 1 11
Investments in equity-accounted associates 8 - 7 - 7
Total non-current assets 279 574 4 94
Current assets
Trade and other receivables 17 2,004 3,243 630 946
Cash and cash equivalents 18 604 2,057 600 2,041
Total current assets 2,608 5,300 1,230 2,987
Total assets 2,887 5,874 1,234 3,081
Current liabilities
Trade and other payables 19 (360) (413) (458) (390)
Borrowings 20 - (7,451) - (7,451)
Derivative financial instruments 21 - (459) - (459)
Provisions 22 (80) (98) (80) (98)
Total current liabilities (440) (8,421) (538) (8,398)
Net current assets/(liabilities) 2,168 (3,121) 692 (5,411)
Total assets less current liabilities 2,447 (2,547) 696 (5,317)
Non-current liabilities
Borrowings 20 (7,519) - (7,519) -
Derivative financial instruments 21 (317) - (317) -
Total non-current liabilities (7,836) - (7,836) -
Total liabilities (8,276) (8,421) (8,374) (8,398)
Net liabilities (5,389) (2,547) (7,140) (5,317)
Equity
Share capital 23 9,219 9,219 9,219 9,219
Share premium account 23 54,165 54,165 54,165 54,165
Other reserves 25 14,237 14,228 5,912 5,903
Retained losses (83,012) (80,159) (76,436) (74,604)
Total equity (5,391) (2,547) (7,140) (5,317)
An income statement for the parent company is not presented in accordance with
the exemption allowed by section 408 of the Companies Act 2006. The parent
company’s comprehensive loss for the financial year amounted to €1,832,000
(2023: loss of €2,442,000).
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Group Share capital €’000 Share premium account €’000 Other reserves €’000 Retained losses €’000 Total equity €’000
At 1 January 2023 8,378 50,541 13,812 (75,953) (3,222)
Total present loss and comprehensive loss for the year - - - (4,206) (4,206)
Exercise of warrants - - - - -
Issue of shares 841 3,624 - - 4,465
Grant of share options - - 416 - 416
Modification of bond - - - - -
At 31 December 2023 9,219 54,165 14,228 (80,159) (2,547)
Total comprehensive loss for the year - - - (2,853) (2,853)
Increase in fair value of share options - - 8 - 8
Grant of share options - - 1 - 1
At 31 December 2024 9,219 54,165 14,237 (83,012) (5,391)
The following describes the nature and purpose of each reserve:
Share capital represents the nominal value of equity shares.
Share premium amount subscribed for share capital in excess of the
nominal value.
Retained losses
cumulative net gains and losses less distributions made and
items
of other comprehensive income not accumulated in another
separate reserve. Included within retained losses are movements
relating to the grant, exercise, and fair value movement of the
warrants issued during the year.
Other reserves consist of four reserves, as detailed in Note 25, see
below:
Merger reserve
relates to the difference in consideration and nominal value of
shares issued during a merger and the fair value of assets
transferred in an acquisition of 90% or more of the share capital of
another entity.
Loan note equity reserve relates to the equity portion of the convertible
loan notes.
Share option reserve fair value of the employee
and key personnel equity settled share
option scheme as accrued at the reporting date.
Capital contribution reserve represents capital contributions received from
shareholders or
parent, without the issuance of shares.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Company Share capital €’000 Share premium account €’000 Other reserves €’000 Retained losses €’000 Total €’000
At 1 January 2023 8,378 50,541 5,487 (72,162) (7,756)
Total present loss and comprehensive loss for the year - - - (2,442) (2,442)
Exercise of warrants - - - - -
Issue of shares 841 3,624 - - 4,465
Grant of share options - - 416 - 416
Modification of bond - - - - -
At 31 December 2023 9,219 54,165 5,903 (74,604) (5,317)
Total comprehensive loss for the year - - - (1,832) (1,832)
Increase in fair value of share options - - 8 - 8
Grant of share options - - 1 - 1
At 31 December 2024 9,219 54,165 5,912 (76,436) (7,140)
The following describes the nature and purpose of each reserve:
Share capital represents the nominal value of equity shares.
Share premium amount subscribed for share capital in excess of the
nominal value.
Retained losses
cumulative net
gains and losses less distributions made and
items
of other comprehensive income not accumulated in another
separate reserve. Included within retained losses are movements
relating to the grant, exercise, and fair value movement of the
warrants issued during the year.
Other reserves consist of three reserves, as detailed in Note 25, see
below:
Merger reserve
relates to the difference in consideration and nominal value of
shares issued during a merger and the fair value of
assets
transferred in an acquisition of 90% or more of the share capital of
another entity.
Loan note equity reserve relates to the equity portion of the convertible
loan notes.
Share option reserve fair value of the employee
and key personnel equity settled share
option scheme as accrued at the reporting date.
Capital contribution reserve represents capital contributions received from
shareholders or
parent, without the issuance of shares.
GROUP AND COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Note Group 2024 €’000 Group 2023 €’000 Company 2024 €’000 Company 2023 €’000
Cash used in operations
Loss before tax (3,005) (4,348) (1,986) (2,585)
Impairment of investments 16 241 303 253 -
Share of post-tax losses of equity accounted associates 8 - 59 - 59
Impairment of intercompany receivables 3 - 3 -
Impairment of other assets 55 - 55 -
Finance charges 9 (124) 296 (124) 295
Depreciation expense 14 55 55 - -
Decrease in receivables 17 1,240 1,383 318 110
(Decrease) /increase in payables 19 (145) (164) (25) (298)
Share based payments 9 416 9 416
R&D tax credit - 154 - 154
Net cash outflow from operating activities (1,671) (1,846) (1,497) (1,849)
Cash flows from investing activities
Purchase of investments 16 - (22) - (22)
Purchase of other investments - (5) - (6)
Purchase of property, plant and equipment 14 1 - - -
Purchase of intangible assets 15 - (2) - -
Net cash outflow from investing activities 1 (29) - (28)
Cash flows from financing activities
Proceeds from capital issue - 3,465 - 3,465
Net interest received /(paid) 51 (9) 52 (9)
Capital contribution 162 - - -
Net cash (outflow)/inflow from financing activities 213 3,456 52 3,456
Net (decrease) /increase in cash for the year (1,457) 1,581 (1,445) 1,579
Cash and cash equivalents at beginning of year 2,057 463 2,041 449
Exchange differences 4 13 4 13
Cash and cash equivalents at end of year 18 604 2,057 600 2,041
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. General Information
Quantum Blockchain Technologies plc is a company incorporated in England under
the Companies Act 2006. The Company’s ordinary shares are traded on AIM of
the London Stock Exchange. The address of the registered office is given on
the Company Information page. The nature of the Group’s operations and its
principal activities are set out in the Directors’ report on page 14.
1. Accounting policies
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period covered by these consolidated
financial statements.
Basis of preparation
The consolidated Financial Statements of Quantum Blockchain Technologies plc
have been prepared in accordance with United Kingdom adopted International
Accounting Standards ("UK-adopted international accounting standards") and the
parts of Companies Act 2006 applicable to companies reporting under UK-adopted
international accounting standards.
The financial statements have been prepared under the historical cost
convention as modified by the revaluation of assets and liabilities held at
fair value.
The preparation of Financial Statements in conformity with UK-adopted
international accounting standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Group’s accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the consolidated Financial Statements are
disclosed in Note 3.
The Consolidated Financial Statements are presented in Euros (€), the
functional and presentation of the entity rounded to the nearest €’000.
The Group has adopted the amendments to IAS 16 Property, Plant and Equipment
(issued in May 2020) in the current year. This has not had a material impact
on the Group financial statements.
The Group has adopted the amendments to IAS 16 IAS 37 Provisions, Contingent
Liabilities and Contingent Assets (issued in May 2020) in the current year.
This has not had a material impact on the Group financial statements.
Going Concern
In 2024 the Group incurred a loss of €2,853,000 (2023: €4,206,000) and
had net current assets as at 31 December 2024 of €2,168,000 (2023: net
current liabilities of €3,121,000). Forecasts for the period to 30 June
2026 has been prepared on the prudent assumptions that the Group will still be
non-revenue generating, will not receive any portion of its litigation claims.
Nonetheless, on the basis of the equity funding raised in January 2025 which
raised a total of EUR 2.417 million (before expenses), and the extension on
our two convertible bond repayments from December 2024 to December 2026, the
Board believes that the Group, at the date of this report, may hold
sufficient liquidity to sustain its operational existence for the following
twelve months without the specific necessity to raise further funding either
through an equity placing on AIM, or through other external sources, unless
for additional specific investment opportunities or ventures.
After making due enquiries, the Directors have formed the opinion that there
is a reasonable expectation that, in the next 12 months, there should be
no need to secure further resources, but in case of new investment
opportunities the Group can secure further funds to sustain such expenses and
that adequate arrangements will be in put place to enable the settlement of
their financial commitments, as and when they fall due.
On this note, the Directors continue to adopt the going concern basis in
preparing the financial statements.
Notwithstanding the above, the Directors believe that due to the tight
constraints existing within the budget at 30 June 2026 and given the inherent
commercial uncertainties in relation to future events, a material uncertainty
over the outcome of the matters described exists and Group might be required
to raise further financing and note the uncertainty in relation to the Group
being able to realise its assets and discharge its liabilities in the normal
course of business.
New standards, interpretations and amendments not yet adopted
The Group decided not to early adopt the following amendments to standards
which are not yet mandatory.
Amendments to IAS 21 – Lack of Exchangeability (issued in August 2023)
IAS 21 prescribes the accounting for:
* Transactions in foreign currencies
* Translating the accounts of foreign operations prior to consolidation.
Individual transactions in foreign currencies are initially recorded at the
exchange rate prevailing on the date of the transaction. At the date of
settlement, cash transferred is recorded at the rate prevailing on the
settlement date. Any exchange difference arising is recognised in profit or
loss.
The statement of financial position of a foreign operation is translated using
the closing rate, being the exchange rate at the reporting date. The statement
of profit or loss and other comprehensive income is translated using the
exchange rates at the dates of the transactions. For practical reasons, an
average rate for the period is often used to translate income and expense
items where this approximates the exchange rates at the dates of the
transactions. However, if exchange rates fluctuate significantly, the use of
the average rate for a period is inappropriate. Exchange differences arising
are reported as other comprehensive income.
The amendments primarily include the following:
* Requirements to assess when a currency is exchangeable into another currency
and when it is not
* Requirements to estimate the spot exchange rate when a currency is not
exchange into another currency
* Additional disclosure requirements when an entity estimates the spot
exchange rate because a currency is not exchange into another currency
* Application guidance to help entities assess whether a currency is
exchangeable into another currency and to estimate the spot exchange rate when
a currency is not exchangeable
* Illustrative examples
* Amendments to IFRS 1 First-time Adoption of International Financial
Reporting Standards to align the requirements related to severe hyperinflation
to the amended IAS 21.
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Annual Improvements to IFRS Accounting Standards – Volume 11 – IFRS 1,
IFRS 7, IFRS 9, IFRS 10 & IAS 7 (issued in July 2024)
* IFRS 9 Financial Instrument - Transaction price. The amendment deletes
the reference to ‘transaction price’ and revises the wording around it in
paragraph 5.1.3; and removes the reference to IFRS 15 in Appendix A.
* IFRS 9 Financial Instrument - Lessee derecognition of lease liabilities.
The amendment clarifies a lessee’s accounting for derecognition of a lease
liability by adding a cross-reference to paragraph 3.3.3 of IFRS 9 in
paragraph 2.1(b)(ii) of IFRS 9.
* IFRS 7 Financial Instruments: Disclosures - Gain or loss on
derecognition. The amendment replaces the reference to paragraph 27A of
IFRS 7, a paragraph that no longer exists, with a reference to
paragraphs 72–73 of IFRS 13; and replaces the phrase ‘inputs that were
not based on observable market data’ with ‘unobservable inputs.
* IFRS 1 First-time Adoption of International Financial Reporting
Standards - Hedge accounting by a first-time adopter. The amendment replaces
the word ‘conditions’ with ‘qualifying criteria’ and adds
cross-references to paragraph 6.4.1 of IFRS 9 in paragraphs B5–B6 of
IFRS 1. This is to ensure consistency with the wording in IFRS 9.
* IFRS 10 Consolidated Financial Statement - Determination of a ‘de
facto’ agent. The amendment clarifies the requirements in paragraph B74 of
IFRS 10.
* IAS 7 Statement of Cash Flows - Cost method. The amendment replaces the
term ‘cost method’, a term that is no longer defined in IFRS Accounting
Standards, with ‘at cost’ in paragraph 37 of IAS 7.
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Amendments to IFRS 18 – Presentation and Disclosure in Financial Statements
(issued in April 2024)
IFRS 18 aims to provide greater comparability and transparency in how
companies present their financial statements, with particular focus on
financial performance in the statement of profit or loss (SOPL).
IFRS 18 introduces three new requirements:
* Two new defined subtotals in the SOPL in the form of operating profit or
loss and profit or loss before financing and income tax. In addition, there
will be three new defined categories for income and expenses (operating,
investing and financing) to bring about a consistent structure to the SOPL.
* Disclosure notes on management-defined performance measures (MPMs). A
disclosure note is required to explain why the MPM is reported, how it is
calculated, any changes to the MPM and a reconciliation back to the most
directly comparable IFRS-defined subtotal. As part of the financial
statements, this note will be subject to audit.
* Enhanced guidance on the aggregation and disaggregation of information in
the financial statements. The guidance covers whether information should be
presented in the primary financial statements or disclosed in the notes (if
material), how to meaningfully label items and disclose information about
‘other’ items and how to present or disclose operating expenses by nature
or by function.
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Amendments to IFRS 19 – Subsidiaries without Public Accountability:
Disclosures (issued in May 2024)
The amendments allow eligible subsidiaries to use IFRS Accounting Standards
with reduced disclosures. IFRS 19 aims to reduce the costs of preparing
subsidiary financial statements without compromising
the usefulness of information included in the financial statements. Subject to
any local endorsement requirements, the standard is effective from 1 January
2027, with early adoption permitted.
IFRS 19 has been designed to simplify the group reporting process by:
* enabling subsidiaries to keep only one set of accounting records that
satisfies the needs of both their parent and the users of their financial
statements; and
* reducing disclosure requirements to be more proportionate to the needs of
the users of their financial statements.
Subsidiaries are eligible to apply IFRS 19 if they do not have public
accountability, and their parent company applies IFRS Accounting Standards in
their consolidated financial statements. A subsidiary has public
accountability if it has equities or debt listed on a stock exchange or if it
holds assets in a fiduciary capacity for a broad group of outsiders.
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Basis of consolidation
Where the company has control over an investee, it is classified as a
subsidiary. The company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the company and
its subsidiaries as if they formed a single entity. Intercompany transactions
and balances between group companies are therefore eliminated in full. All
subsidiaries have a reporting date of December.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the statement of financial
position, the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition
date. The results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is obtained.
They are deconsolidated from the date on which control ceases.
There is alignment of accounting polices across all Group entities by using
uniform accounting policies for like transactions and other events in similar
circumstances.
The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent and the non-controlling interests based on
their respective ownership interests.
On consolidation, the results of overseas operations are translated into euros
at rates approximating to those ruling when the transactions took place. All
assets and liabilities of overseas operations, including goodwill arising on
the acquisition of those operations, are translated at the rate ruling at the
reporting date.
Exchange differences arising on translating the opening net assets at opening
rate and the results of overseas operations at actual rate are recognised in
other comprehensive income and accumulated in the foreign exchange reserve.
On disposal of a foreign operation, the cumulative exchange differences
recognised in the foreign exchange reserve relating to that operation up to
the date of disposal are transferred to the consolidated statement of
comprehensive income as part of the profit or loss on disposal.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any impairment loss.
Investments in associates
Investments in associates are accounted for using the equity method less any
impairment loss.
The carrying amount of the investment in associates is increased or decreased
to recognise the Group’s share of the profit or loss and other comprehensive
income of the associate, adjusted where necessary to ensure consistency with
the accounting policies of the Group.
Unrealised gains and losses on transactions between the Group and its
associates are eliminated to the extent of the Group’s interest in those
entities. Where unrealised losses are eliminated, the underlying asset is also
tested for impairment.
Foreign currency
The functional currency is Euro. Foreign currency transactions are translated
into the functional currency using the exchange rates prevailing at the dates
of the transactions or valuation where items are re-measured. This is
applicable to non-monetary items. Exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange
rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss. Exchange gains and losses that relate to
borrowings and cash and cash equivalents are presented in the income statement
within ‘finance income or costs’. All other exchange gains and losses are
presented in the income statement within ‘other (losses)/gains – net’.
Changes in the fair value of monetary securities denominated in foreign
currency are analysed between translation differences resulting from changes
in the amortised cost of the security and other changes in the carrying amount
of the security. Translation differences related to changes in amortised cost
are recognised in profit or loss, and other changes in carrying amount are
recognised in other comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable and any
deferred tax.
Current taxes are based on the results of the Group companies and are
calculated according to local tax rules, using the tax rates and laws that
have been enacted or substantially enacted by the reporting date.
Deferred tax is provided in full using the financial position liability method
for all taxable temporary differences arising between the tax bases of assets
and liabilities and their carrying values for financial reporting purposes.
Deferred tax is measured using currently enacted or substantially enacted tax
rates and laws. 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 and is accounted for using the statement of financial
position 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. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax assets are recognised to the extent the temporary difference will
reverse in the foreseeable future and that it is probable that future taxable
profit will be available against which the asset can be utilised. Deferred tax
is recognised for all deductible temporary differences arising from
investments in subsidiaries and associates, to the extent that it is probable
that the temporary difference will reverse in the foreseeable future and
taxable profit will be available against which the temporary difference can be
utilised.
Revenue
The principal activities of the Group are the R&D programme and operating as
an investing company with a portfolio of assets in technology sectors. The
main focus of management is to successfully run the R&D programme and release
new products to market.
The Group also provides consultancy services to companies within the Group.
To determine whether to recognise revenue, the Group follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations, and then
5. Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is recognised as earned at a point in time on the unconditional supply
of these services, which are received and consumed simultaneously by the
customer. The Group measures revenues at the fair value of the consideration
received or receivable for the provision of consultancy services net of Value
Added Tax.
Interest income
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected
life of the financial asset to that asset’s net carrying amount on initial
recognition.
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 on a straight-line basis to write down the cost
less estimated residual value. The following useful lives are applied:
Computers 5 years
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 profit or loss
Impairment of property, plant and equipment
At each reporting end date, the company reviews the carrying amounts of its
property, plant and equipment 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 company estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Intangible assets
Intangible assets acquired separately from a business are recognised at cost
and are subsequently measured at cost less accumulated amortisation and
accumulated impairment losses.
Financial instruments
Classification and measurement
The Group classifies its financial assets into the following categories: those
to be measured subsequently at fair value through profit or loss (FVPL) and
those to be held at amortised cost.
Classification depends on the business model for managing the financial assets
and the contractual terms of the cash flows.
Management determines the classification of financial assets at initial
recognition. The Group’s policy with regard to financial risk management is
set out in Note 21. Generally, the Group does not acquire financial assets for
the purpose of selling in the short term.
The Group’s business model is primarily that of “hold to collect” (where
assets are held in order to collect contractual cash flows). When the Group
enters into derivative contracts, these transactions are designed to reduce
exposures relating to assets and liabilities, firm commitments or anticipated
transactions.
Financial Assets held at amortised cost
The classification applies to debt instruments which are held under a hold to
collect business model, and which have cash flows that meet the “solely
payments of principal and interest” (SPPI) criteria.
At initial recognition, trade receivables that do not have a significant
financing component, are recognised at their transaction price. Other
financial assets are initially recognised at fair value plus related
transaction costs, they are subsequently measured at amortised costs using the
effective interest method. Any gain or loss on derecognition or modification
of a financial asset held at amortised cost is recognised in the income
statement.
Financial Assets held at fair value through profit or loss (FVPL)
The classification applies to the following financial assets. In all cases,
transaction costs are immediately expensed to the income statement.
* Debt instruments that do not meet the criteria of amortised costs or fair
value through other comprehensive income. These receivables are generally
held to collect but do not meet the SPPI criteria and as a result must be held
at FVPL. Subsequent fair value gains or losses are taken to the income
statement.
* Equity investments which are held for trading or where the FVOCI election
has not been applied. All fair value gains or losses and related dividend
income are recognised in the income statement.
* Derivatives which are not designated as a hedging instrument. All
subsequent fair value gains or losses are recognised in the income statement.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value
and are subsequently measured at amortised cost using the effective interest
rate method. For trade receivables, where there is no significant financing
component, fair value is normally the transaction price.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value
with maturities of three months or less from inception.
Impairment of financial assets
A forward-looking expected credit loss (ECL) review is required for: debt
instruments measured at amortised costs are held at fair value through other
comprehensive income; loan commitments and financial guarantees not measured
at fair value through profit or loss; lease receivables and trade receivables
that give rise to an unconditional right to consideration.
As permitted by IFRS9, the Company applies the “simplified approach” to
trade receivable balances and the “general approach” to all other
financial assets. The general approach incorporates a review for any
significant increase in counter party credit risk since inception. The ECL
reviews including assumptions about the risk of default and expected loss
rates. For trade receivables, the assessment takes into account the use of
credit enhancements, for example, letters of credit. Impairments for undrawn
loan commitments are reflected as a provision.
Financial liabilities
Borrowings and other financial liabilities (including trade payables but
excluding derivative liabilities) are recognised initially at fair value, net
of transaction costs incurred, and are subsequently measured at amortised
costs.
Convertible bonds
Convertible bonds are regarded as compound instruments, consisting of a
liability component and an equity component. At the date of issue, the fair
value of the liability component is estimated using the prevailing market
interest rate for similar non-convertible debt. The difference between the
proceeds of issue of the convertible loan notes and the fair value assigned to
the liability component, representing the embedded option to convert the
liability into equity of the Group, is included in equity.
Issue costs are apportioned between the liability and equity components of the
convertible loan notes based on their relative carrying amounts at the date of
issue. The portion relating to the equity component is charged directly
against equity.
The interest expense on the liability component is calculated by applying the
prevailing market interest rate for similar non-convertible debt to the
liability component of the instrument. The difference between this amount and
the interest paid is added to the carrying amount of the convertible loan
note.
Borrowings costs
Interest-bearing borrowings are initially recorded at fair value net of
attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference
between proceeds and redemption value being recognised in the profit or loss
over the period of the borrowings on an effective interest basis.
Trade payables
Trade payables are initially measured at fair value, and are subsequently
measured at amortised cost, using the effective interest rate method.
Provisions, contingent assets and contingent liabilities
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle that obligation and a reliable estimate can be made of
the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the year-end date, taking into
account the risks and uncertainties surrounding the obligation.
No liability is recognised if an outflow of economic resources as a result of
present obligations is not probable. Such situations are disclosed as
contingent liabilities unless the outflow of resources is remote.
Contingent assets are possible assets whose existence will be confirmed by the
occurrence or non-occurrence of uncertain future events that are not wholly
within the control of the Group. Contingent assets are not recognised, but
they are disclosed when it is more likely than not that an inflow of benefits
will occur. When the inflow of benefits is virtually certain an asset is
recognised.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities. Equity instruments
issued by the Group are recorded at the proceeds received net of direct issue
costs.
Share capital account represents the nominal value of the shares issued.
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax
benefits.
Retained losses include all current and prior period results as disclosed in
the statement of comprehensive income.
Other reserves consist of the merger reserve, share option reserve and loan
equity reserve.
* the merger reserve represents the premium on the shares issued less the
nominal value of the shares, being the difference between the fair value of
the consideration and the nominal value of the shares.
* the share option reserve represents the cumulative amounts charged to the
profit or loss in respect of employee share option arrangements where the
scheme has not yet been settled by means of an award of shares to an
individual.
* the loan equity reserve represents the value of the equity component of the
nominal value of the loan notes issued.
Government Grants
Grants from the government are recognised at their fair value where there is
reasonable assurance that the grant will be received, and the group will
comply with all attached conditions. Government grants which are revenue in
nature are recognised in profit or loss over the period in which the group
recognises as expenses the related costs for which the grants are intended to
compensate.
Research and development costs
Development costs are recognised as an asset only when all of the following
criteria are met:
(a) the technical feasibility of completing the intangible asset so that it will be available for use or sale.
(b) its intention to complete the intangible asset and use or sell it.
(c) its ability to use or sell the intangible asset.
(d) how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset.
(e) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.
(f) its ability to measure reliably the expenditure attributable to the intangible asset during its development.
The research and development expenditure that does not meet the recognition
criteria are not capitalised and are recognised as an expense as incurred, as
shown in Note 7.
1. Critical accounting judgements and key sources of estimation uncertainty
The preparation of Financial Statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. Estimates and judgements are continually evaluated and are based
on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below and in other relevant notes in the
financial statements.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial
instruments (where active market quotes are not available) and non-financial
assets. This involves developing estimates and assumptions consistent with how
market participants would price the instrument. Management bases its
assumptions on observable data as far as possible, but this is not always
available. In that case management uses the best information available.
Estimated fair values may vary from the actual prices that would be achieved
in an arm’s length transaction at the reporting date.
In order to arrive at the fair value of investments a significant amount of
judgement and estimation has been adopted by the Directors as detailed in the
investments accounting policy. Where these investments are un-listed and there
is no readily available market for sale the carrying value is based upon
future cash flows and current earnings multiples for which similar entities
have been sold. The nature of these assumptions and the estimation uncertainty
as a result is outlined in Note 16, along with sensitivities in Note 21.
1. Segment information
In identifying its operating segments, management generally follows the
Group's service lines, which represent the main products and services provided
by the Group. The measurement policies the Group uses for segment reporting
under IFRS 8 are the same as those used in its financial statements. The
disclosure is based on the information that is presented to the chief
operating decision maker, which is considered to be the board of Quantum
Blockchain Technologies plc.
The Directors are of the opinion that under IFRS 8 - "Operating Segments"
there are no identifiable business segments that are subject to risks and
returns different to the core business of developing cheaper and faster
bitcoin mining. The information reported to the Directors, for the purposes of
resource allocation and assessment of performance is based wholly on the
overall activities of the Group. Therefore, the Directors have determined that
there is only one reportable segment under IFRS 8.
The Group has not generated a material level of income and has no major
customers.
1. Staff costs
Group Company
2024 €’000 2023 €’000 2024 €’000 2023 €’000
Staff costs during the period including directors comprise:
Wages and salaries 239 217 202 217
Social security costs and pension contributions 8 (90) 8 (90)
Share options expense 9 416 9 416
256 543 219 543
In 2022 the social security costs and pension contributions included a
provision relating to the directors’ national insurance of €210,000. Of
this provision, €113,000 was subsequently reversed in 2023 contributing to
the credit balance for that year. A further €17,000 was reversed in 2024.
1. Directors’ emoluments
2024 €’000 2023 €’000
Aggregate emoluments 144 142
Share options expense - 416
144 558
Remuneration of the highest paid Director was €88,000 (2023: €69,000).
There are no retirement benefits accruing to the Directors. Details of
directors’ remuneration are included in the Directors’ Report.
1. Expenses by nature
2024 €’000 2023 €’000
Directors’ emoluments 159 462
Employee emoluments 98 99
Professional and legal fees 620 722
Audit fees 63 56
Administrative expenditure 350 201
Impairment of investment 241 -
Impairment of assets 770 1,527
Research and development costs 917 781
3,218 3,848
1. Investments in associates
The Group has a 41.17% equity interest in ForCrowd Srl.
Summarised financial information of the Group’s share in this associate is
as follows:
2024 €’000 2023 €’000
Loss from continuing operations - (59)
Fair value increase 55 -
Impairment (62) -
Total comprehensive gain /(loss) (7) (59)
Aggregate carrying amount of the Group’s interests in this associate - 7
1. Finance (costs)/income
2024 €’000 2023 €’000
Gain on derivatives 141 9
Interest on convertible bonds (246) (320)
Bank revaluations - 5
Interest credit on modification of convertible bonds 177 -
Other gains or losses - -
Interest received 52 12
Bank fees - (2)
(124) (296)
1. Auditor’s remuneration
2024 €’000 2023 €’000
Group Auditor’s remuneration:
Fees payable to the Group’s auditor for the audit of the Company and consolidated financial statements: 63 56
Non audit services:
Other services (tax) - -
Subsidiary Auditor’s remuneration
Other services pursuant to legislation - -
63 56
1. Employee numbers
Group Company
2024 Number 2023 Number 2024 Number 2023 Number
The average number of Company’s employees, including directors during the period was as follows:
Management and administration 4 3 4 3
1. Taxation
2024 €’000 2023 €’000
Corporation tax - current period (100) (100)
Corporation tax - prior period under provision (52) (41)
Foreign tax - (1)
Deferred taxation - -
Tax charge for the year (152) (142)
The Group has a potential deferred tax asset arising from unutilised trading
losses and management expenses available for carry forward and relief against
future taxable profits. The deferred tax asset has not been recognised in the
financial statements in accordance with the Group's accounting policy for
deferred tax.
The Group's unutilised losses are as follows: 2024 €’million 2023 €’million
Trading losses 5 4
Management expenses 20 19
Non trade loan relationship deficits 2 2
Capital losses 9 9
The standard rate of tax for the current year, based on the UK effective rate
of corporation tax is 25% (2023: 23.5%). The standard rate of Research and
Development Tax credit is 10% of the enhanced R&D expenditure. The actual rate
for the current and previous year varies from the standard rate for reasons
set out in the following reconciliation:
Continuing operations 2024 €’000 2023 €’000
Loss for the year before tax (3,004) (4,348)
Tax on ordinary activities at standard rate (751) (1,022)
Effects of:
Expenses not deductible for tax purposes 312 497
R&D enhancement - (168)
R&D losses surrendered 178 344
R&D Foreign Tax losses surrendered - 11
Losses brought forward claimed - -
Tax losses available for carry forward against future profits 261 338
Total tax payable - -
Enhanced R&D expenditure 1,542 1,273
Total tax repayable – current year 100 100
Corporation tax - prior period under provision 52 41
Foreign tax - 1
Total tax repayable 152 142
1. Earnings per share
The basic earnings per share is calculated by dividing the loss attributable
to equity shareholders by the weighted average number of ordinary shares in
issue during the period. Diluted earnings per share is computed using the
weighted average number of shares during the period adjusted for the dilutive
effect of share options, warrants and convertible loans outstanding during the
period.
The loss and weighted average number of shares used in the calculation are set
out below:
2024 2023
Profit/ (Loss) €’000 Weighted average no. of shares 000’s Per share amount Euro Cent Profit/ (Loss) Weighted average no. of shares 000’s Per share amount Euro Cent
€’000
Basic earnings per share
Continuing operations (2,853) 1,291,314 (0.221) (4,206) 1,102,309 (0.382)
Total operations (2,853) 1,291,314 (0.221) (4,206) 1,102,309 (0.382)
Fully diluted earnings per share
Continuing operations (3,085) 2,059,326 (0.150) (4,424) 1,727,130 (0.256)
Total operations (3,085) 2,059.326 (0.150) (4,424) 1,727,130 (0.256)
1. Property, plant and equipment
Group Computers €’000 Total €’000
Cost
At 1 January 2024 275 275
Additions 1 1
At 31 December 2024 276 276
Depreciation and impairment
At 1 January 2024 106 106
Depreciation charged in the year 55 55
At 31 December 2024 161 161
Carrying amount
At 31 December 2024 115 115
At 31 December 2023 169 169
The tangible fixed assets relate in full to the Group’s IT infrastructure
dedicated to the R&D programme.
The Parent Company held no tangible fixed assets during the years ended 31
December 2023 and 2024.
1. Intangible assets
Group Formation Expenses €’000 Total €’000
Cost
At 1 January 2024 2 2
Additions - -
At 31 December 2024 2 2
Amortisation
At 1 January 2024 - -
Amortisation charged in the year - -
At 31 December 2024 - -
Carrying amount
At 31 December 2024 2 2
At 31 December 2023 2 2
The intangible assets relate in full to formation expenses.
1. Investments
The significant entities for which the Group owns shares, held at 31 December
2024, were as follows:
Group Companies Ownership Country Company Status Net Assets/ (Liabilities) €,000 Date of latest accounts Treatment
Brainspark Associates Ltd 100.00% UK Trading (50,303) 2023 Consolidated
Clear Leisure 2017 Ltd 100.00% UK Trading 2,572 2023 Consolidated
QBT R&D Srl 100.00% Italy Trading (69) 2022 Consolidated
Milan Digital Twin Ltd 100.00% UK Dormant Nil 2023 Consolidated
London Digital Twin Ltd 100.00% UK Dormant Nil 2023 Consolidated
Miner One Ltd 100.00% UK Dormant Nil 2023 Consolidated
Clear Holiday Srl 100.00% Italy Dormant 10 2014 Not Consolidated
Mediapolis Investment S.A 71.72% Luxembourg Inactive (6,648) 2010 Not Consolidated
Sosushi Company Srl 99.30% Italy In liquidation 654 2013 Not Consolidated
Fallimento Mediapolis Srl 84.04% Italy Liquidated 1,204 2016 Not Consolidated
Sipiem in Liquidazione Srl 50.17% Italy In liquidation 645 2014 Not Consolidated
ForCrowd Srl 41.17% Italy Investment (8) 2022 Equity-accounting
ClassFinance in Liquidazione Srl 20.00% Italy Investment (104) 2018 Held at fair value
More Legal Srl 0.45% Italy Investment 471 2022 Held at fair value
Geosim Systems 4.53% Israel Investment (330) 2018 Held at fair value
Beni Immobili Srl 15.05% Italy Investment 14 2014 Held at fair value
TLT S.P.A 0.25% Italy Investment (2,476) 2016 Held at fair value
The registered office of all UK companies is: First Floor, 1 Chancery Lane,
London, England, WC2A 1LF.
The registered office for QBT R&D Srl is Via Mazzini 38, Rovigo (RO), 45100.
The registered office for Clear Holiday Srl is Viale Francesco Restelli 1/3,
Milano (MI), 20124.
The registered office for Mediapolis Investment S.A is Rue Val des Bons
Malades 231, 2121, Luxembourg-Kirchberg.
The registered office for Sosushi Company Srl is Via Parravicini 40, Monza
(MB), 20900.
The registered office for Fallimento Mediapolis Srl is Via Friuli 10, Burtolo
(TO), 10010.
The registered office for Sipiem in Liquidazione Srl is Via Mazzini 38,
Rovigo (RO), 45100.
The registered office for Forcrowd Srl is Via Vincenzo Monti 52, Milano (MI),
20123.
The registered office for Class Finance Srl is Via Conservaorio 30, 20122,
Milan.
The registered office for More Legal Srl is Via Matteotti 13, Brebbia (VA),
21020.
The registered office for Geosim Systems Limited is Granit St. Petach-Tikva
4951446, Israel.
The registered office for Beni Immobili Srl is Via Torino 58, Biella (BI),
13900.
The registered office for TLT SPA is Via Trento 5, Biella (BI), 13900.
The directors have assessed the group’s interests in other entities on an
individual basis and come to the overall conclusions as detailed in the table
above. Please see the note narrative for additional information on an entity
by entity basis.
Quantum Blockchain Technologies PLC
This entity is the UK based group parent.
Brainspark Associates Limited
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain
Technologies PLC and has been included in the consolidation.
Clear Leisure 2017 Limited
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain
Technologies PLC and has been included in the consolidation.
QBT R&D Srl
This entity is a 100% owned subsidiary of the group incorporated in Italy and
has been included in the consolidation.
Milan Digital Twin Limited
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain
Technologies PLC. This entity only includes unpaid share capital and has not
begun operating. It has been included in the consolidation with an overall
impact of nil.
London Digital Twin Limited
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain
Technologies PLC. This entity only includes unpaid share capital and has not
begun operating. It has been included in the consolidation with an overall
impact of nil.
Clear Holiday Srl
Clear Holiday Srl is a 100% owned subsidiary of the group incorporated in
Italy. Although QBT hold all of the shares, it does not have control of the
company. Therefore, this entity has not been consolidated on the basis that
QBT does not have control. The balances held within the company are not with
external third parties and therefore the overall impact on the accounts would
be trivial.
Miner One Limited
Miner One Limited is a 100% owned UK based entity. The entity itself was
initially set up with the hope of transferring certain assets, notably a data
centre located in Serbia into its possession. However, due to disputes with
the previous joint venture partner this did not materialise. In 2021 this
entity remained dormant and did not trade during the year. This entity only
includes unpaid share capital and has not begun operating, it has been
included in the consolidation with an overall impact of nil.
Mediapolis Investment S.A.
Mediapolis Investment S.A. is a 71.72% owned subsidiary incorporated in
Luxembourg. The company itself is inactive and is not trading. Previous
management failed to pay accountants and local directors for the previous six
years and no financial statements have been filed for over seven years.
Although this entity is inactive and 71.72% of the shares are held by the
group, there is no active management in Luxembourg, and this has led to a
difficulty in finalizing a liquidation.
The most recent accounts available were produced in 2010 and the main asset
held by the entity is the investment of 13% of the capital in another former
group company, Fallimento Mediapolis Srl, which has been liquidated. This
investment is carried at approximately EUR6.6m and has been impaired to nil in
previous years. Therefore, the non-consolidation of this entity is deemed to
be immaterial to the group.
On 6 May 2021 Mediapolis Investment S.A. had entered a liquidation process and
the Group does not expect any further assets or liabilities to arise from
these proceedings.
Sosushi Company Srl
Sosushi Company Srl was a 99.3% owned entity incorporated in Italy. On 24 June
2021, the Company received notification that Sosushi had been declared
bankrupt. Sosushi has not been consolidated as the fair value has been
determined as nil and all receivables from the company have been fully
impaired. The litigation is held via Clear Leisure 2017.
Fallimento Mediapolis Srl
Fallimento Mediapolis Srl was an 84.04% equivalent owned entity incorporated
in Italy. Quantum Blockchain Technologies Plc held directly 74.67% of the
capital of the company whilst a 13% stake was held via Mediapolis Investment
S.A as noted above. The company was liquidated in 2017 and therefore this is
the date from which control is deemed to have been lost. There is ongoing
bankruptcy litigation however, the investment has been fully impaired.
Therefore, the financial information for Fallimento Mediapolis Srl has not
been consolidated into the group financial statements.
The Group retains the rights over a balance of €132,000 to be received at
the formal conclusion of the bankruptcy procedure.
Sipiem In Liquidazione Srl
Sipiem in Liquidazione Srl, previously Sipiem S.P.A., (“Sipiem”) was an
entity incorporated in Italy of which 50.17% was owned by the Company. The
entity had not been trading for a number of years but was maintained due to
ongoing legal matters with its former directors. The company entered into
liquidation in 2015 and this is the date from which control by the Group is
deemed to have been lost and the financial information for Sipiem has since
not been consolidated into the Group financial statements. The investment in
Sipiem is accounted at fair value through profit or loss. Furthermore, in
August 2022 the company was declared bankrupt by the Court of Rovigo,
following a petition filed by Sipiem’s liquidator with the support of its
main shareholder (Quantum Blockchain Technologies PLC). Sipiem’s bankruptcy
does not impact the Company’s balance sheet, as the litigation is held via
Clear Leisure 2017 Limited (“CL17”).
In November 2022, the Venice Court issued its final judgment in respect of the
Company’s legal claim against the previous management, which claim is held
via CL17. The ruling was iin favour of CL17 and the defendants were ordered to
pay an aggregate amount of €6,188,974 (plus interest and adjustments for
inflation to accrue from different dates until the date of payment) in
damages, plus €85,499 in legal expenses (together the “Award Payment”).
The Award Payment is subject to tax duties in Italy. It is worth noting that
the exact amount of the Award Payment that will be collected by the Company
and the timing of receipt of any such funds have not yet been finalised.
Collection efforts remain ongoing.
In March 2023, the Company announced that at the hearing for the Sipiem
litigation at the Venice Appeal Court, the judge ruled in favour of CL17,
thereby allowing CL17 to seek enforcement of the Award Payment against the
main Sipiem defendant (a former director of Sipiem, who is individually liable
for the full amount of the Award Payment). The Appeal Court did, however,
grant the remaining Sipiem defendants’ request to enjoin enforcement of the
judgment against the members of the internal audit committee and the main
defendant’s family members.
In May 2024, the Company announced that at the end of April 2024, it reached a
settlement agreement with some of the Sipiem litigation co-liable defendants
for €700,000 (which, net of certain costs, has been received by CL17). At
the same time, CL17 also reached an agreement with the Sipiem’s receiver,
who relinquished its right to receive 30% of any sums collected (net of legal
and other costs) from the Sipiem litigation, as envisaged in the 2019 claim
purchase agreement (the agreement by which CL17 acquired the Sipiem
litigation) for an amount of €170,000, thereby giving CL17 rights to all
damages recovered.
On 18 June 2024, the Company announced that the Venice Court of Appeal
confirmed the ruling of the 2022 lower court judgment in favour of CL17 (save
for €105,412), amounting to €6,083,562 (plus interest and adjustments for
inflation) in damages, plus €134,166 for legal expenses. As the appeal
ruling had been issued prior to the scheduling of the court hearing regarding
the €700,000 settlement, such settlement is now deemed void as was ipso
facto the €170,000 agreement with the receiver to relinquish its claim to
further amounts collected,. Through its ruling, however, the Venice Court of
Appeal also removed any opposition to the enforceability by CL17, of the above
amounts against all defendants.
While the above matter is currently being assessed by the Company’s legal
team, the Company still hold the above €700,000 settlement funds, minus the
€170,000 paid to the receiver for its relinquishment of the 30% right. In
the meantime, all the parties involved, namely the receiver, Sipiem’s
statutory auditor’s lawyers and the insurer’s lawyers are being contacted
to discuss the contractual implications of the voided settlement.
ForCrowd Srl
ForCrowd Srl is a 41.17% owned investment of the Group incorporated in Italy.
The Group has determined that it holds significant influence over this
associate given the voting rights arising from its shareholding. Consequently,
this investment has been categorised in the accounts within “Investment in
equity-accounted associates” and is carried in the accounts at the Group’s
share of the associate’s net assets, with the Group’s share of the profit
or loss and other comprehensive income of the associate being brought into the
Group’s results for the year. This investment has been fully impaired in the
year to 31 December 2024. Previously, this investment was categorised in the
financial statements within “Investments” and hence was re-categorised in
the year ended 31 December 2021.
ClassFinance in Liquidazione Srl
ClassFinance in Liquidazione Srl is a 20% owned investment of the group
incorporated in Italy. The company was placed into liquidation in 2015. The
investment in ClassFinance in Liquidazione Srl is accounted at fair value
through profit or loss. The fair value is assessed to be nil and fair value
loss has been fully recognised.
More Legal Srl (formerly PBV Monitor Srl)
More Legal Srl is a 0.45% owned investment in an entity incorporated in Italy.
The investment has been recognised in the accounts at fair value through
profit or loss. The Fair Value of More Legal is €3,000 (2023: €76,000) and
has decreased in the year due to a dilution of its issued share capital.
There were additional rounds of equity funding in January and February 2022,
in which the entire post money valuation of the company was €1,429,000, with
the Company directly holding 10% of such amount at this period in time.
The post money valuation at which the Company invested in 2018 was €340,000,
which also represented the Company’s valuation of More Legal in Pre Covid-19
conditions. The difference between this original value and the current fair
value is not attributable to a change of fundamentals to the business.
Similarly, the progress made since 2020 has not highlighted any significant
divergence from the original business plan.
The difference in the valuation is instead attributable to lower value
attributed to the company during the 2022 equity round. The key assumptions
underpinning the equity round at the start of 2022 remain applicable.
In the 2024 financial year, additional fundraising events were held by More
Legal Srl which led to a dilution in shares for QBT from 10% to 0.45%.
The Fair Value assessment of More Legal, is directly related to the
company’s valuation in future rounds.
GeoSim Systems Limited
GeoSim Systems Limited is a 4.53% owned entity incorporated in Israel. The
investment has been recognised in the accounts through its fair value and is
held via Brainspark Associates Limited. The Fair Value of GeoSim (€160,000,
2023: €320,000) has been assessed in relation to the last equity round of
the company in 2018, in which Quantum Blockchain Technologies’ 533,990
shares indirectly held GeoSim shares have been valued at $1.25 each.
The fair value assessment of Geosim is directly related to the company’s
valuation in future rounds and to the EUR/USD exchange rate.
Beni Immobili Srl
Beni Immobili Srl is a 15.05% equivalent owned investment in an entity
incorporated in Italy. The shares in this company are held via Sipiem. No fair
value is recognised for this investment as the entity has minimal net assets
and the valuation would be trivial to the consolidated financial statements.
Moreover, as the investment is held via Sipiem, which is in liquidation, the
investment has not been recognised as an asset.
TLT S.P.A
TLT S.P.A is a 0.25% owned investment based in Italy. No fair value is
recognised for this investment as the entity has a large net liability
position and due to the small shareholding, any potential valuation would be
trivial to the consolidated financial statements. Moreover, as the investment
is held via Sipiem, there has been a complete fair value loss and the
investment amount has been derecognised.
Carrying value of investments Group Company
2024 €’000 2023 €’000 2024 €’000 2023 €’000
At as 1 January 396 677 87 65
Additions - 22 162 22
Fair value decrease (74) (303) (74) -
Impairments (160) - (172) -
Foreign exchange - - - -
Carrying value at 31 December 162 396 3 87
An amount of €160,000 (2023: €320,000) included within Group investments
held for trading is a level 3 investment and represents the fair value of
533,990 shares in GeoSim Systems Ltd. GeoSim Systems Ltd is an Israeli company
seeking to establish itself as the world leader in building complete and
photorealistic 3D virtual cities and in delivering them through the Internet
for use in local searches, real estate and city planning, homeland security,
tourism and entertainment. Quantum Blockchain Technologies indirectly owns
4.53% of GeoSim Systems Ltd.
An amount of €3,000 (2023: €76,000) included within Company investments
held for trading is a level 3 investment and represents the fair value of a
0.45% interest in More Legal Srl (formerly PBV Monitor Srl). More Legal Srl is
an Italian company specialising in the acquisition and dissemination of data
for the legal services industry, utilising proprietary market intelligence
tools and dedicated search software. Quantum Blockchain Technologies acquired
10% of More Legal Srl in December 2018 and purchased more shares in January
and February 2022 to maintain its 10% shareholding. As part of the initial
investment agreement, Quantum Blockchain Technologies was granted a seat on
the board of More Legal Srl and was appointed as exclusive advisor to More
Legal Srl regarding the possible sale of More Legal Srl from 1 January 2020
for a period of four years and will be entitled to a 4% commission fee on the
proceeds of any sale. Regarding QBT’s investee companies, the Company is
happy to report that in late June 2024 Forcrowd Srl obtained authorisation to
extend its crowdfunding licence across all EU jurisdictions. With respect to
PBV Monitor Srl (now More Legal Srl), the Company's stake has decreased to
approximately 0.45% following a recent fundraising round.
Investments held at cost Group Company
2024 €’000 2023 €’000 2024 €’000 2023 €’000
At as 1 January - - 11 10
Additions - - 162 1
Impairment - - (172) -
Foreign exchange - - - -
Carrying value at 31 December - - 1 11
The value of the investment at cost represents €1,000 for BAL.
1. Trade and other
receivables
Group Company
2024 €’000 2023 €’000 2024 €’000 2023 €’000
Trade receivables 14 14 - -
Other receivables 1,927 3,154 377 189
Amounts owed by related parties 63 75 253 757
2,004 3,243 630 946
Group other receivables include an amount of €1,376,000 (2023: €2,818,000)
due in relation to the ongoing Sipiem legal claim, which is unsecured,
interest free and does not have fixed terms of repayment. The balance also
includes an amount of -€83,000 (2023: -€112,000) in CL17 to record the
guarantee made against fellow group entity debtors. An intercompany balance of
€4,445,000 was fully impaired in 2023.
The Directors consider that the carrying value of trade and other receivables
approximates to their fair value.
1. Cash and cash
equivalents
Group Company
2024 €’000 2023 €’000 2024 €’000 2023 €’000
Bank current accounts 604 2,057 600 2,041
604 2,057 600 2,041
The Directors consider the carrying amounts of cash and cash equivalents
approximates to their fair value.
1. Trade and other
payables
Group Company
2024 €’000 2023 €’000 2024 €’000 2023 €’000
Trade payables 95 85 65 64
Other payables 112 138 240 138
Accruals 153 190 153 188
Trade and other payables 360 413 458 390
The Directors consider that the carrying value of trade and other payables
approximates to their fair value.
Included within other payables are intercompany balances that are not
eliminated on consolidation, PAYE, national insurance and pension liabilities
outstanding as at the year end, and unpaid salary balances.
Accruals relate to R&D, consulting and accountancy costs incurred by the Group
that had not been invoiced by the year end.
1. Borrowings
Group Company
2024 €’000 2023 €’000 2024 €’000 2023 €’000
Zero rate convertible bond 2015 5,252 5,202 5,252 5,202
Zero rate convertible bond 2020 2,267 2,249 2,267 2,249
7,519 7,451 7,519 7,451
Disclosed as:
Current borrowings - 7,451 - 7,451
Non-current borrowings 7,519 - 7,519 -
7,519 7,451 7,519 7,451
Interest on the bonds are accrued on a monthly basis. Presented in the
bonds’ line item above is the principal amount plus all interest accrued as
at 31 December 2024.
On 25 March 2013 the Company issued €3,000,000 nominal value of zero rate
convertible bonds at a discount of 22%. The bonds are convertible at 15p per
share and have a redemption date of 15 December 2015.
During 2014 the Company issued €1,885,400 zero bonds in settlement of
£1,563,000 7% bonds (see above). Also €600,000 zero bonds were issued in
settlement of a debt of €518,000 and €450,000 bonds were issued for cash
realising €412,000 before expenses.
On 15 December 2015 the bondholders’ meeting approved the amendments on the
Zero Rate Convertible Bond 2015, originally due on 15 December 2015. Under new
terms the final maturity date of the Bond is 15 December 2017 and the interest
has been reduced from 9.5% to 7%.
On 15 December 2016 the bondholders’ meeting approved the amendments on the
Zero Rate Convertible Bond 2015, originally due on 15 December 2017. Under new
terms the final maturity date of the Bond is 15 December 2018 and the interest
has been reduced from 7% to 1%.
On 19 June 2018, the holders of its €9.9m Bonds agreed to extend the final
maturity date of the Bonds from 15 December 2018 to 15 December 2022. The
Company is now able to convert the Bonds into new ordinary shares of nominal
value 0.25p each.
On 28 December 2018, bonds with a face value of €2,100,000 plus cumulative
interest were converted into 50,992,826 new ordinary shares of 0.25 pence at a
price of 3.76 pence per share.
On 5 October 2020, Eufingest SA agreed to extend the repayment date of all
loans advanced to the company amounting to €3,375,000 and £30,000 to 31
October 2020.
On 9 November 2020 Eufingest SA agreed to convert all outstanding loans and
accrued interest amounting to €3,423,707 into Zero rate convertible bond
2020. The Zero Coupon Bonds 2020 accrue interest at a rate of 2% per annum.
Bondholders can convert at any time up to 15 December 2022 at a conversion
price of £0.01 per share.
In April 2022, QBT agreed with the sole bondholder of the €3.5m 2020 Zero
Coupon Bond to extend the maturity date from December 2022 to December 2024.
Also, with regard to the 2015 Zero Coupon Bond, via a Bondholders’ meeting
held on 21 April 2022, the Company extended the maturity date from 15 December
2022 to 15 December 2024 and amended the conversion price into Company’s new
ordinary shares from 15p to 5p.
On 7 July 2023, the Company received a conversion notice from MC Strategies AG
to convert €1m of the 2020 Zero Coupon Bond into new ordinary shares of
0.025p each in the Company. The conversion price was 1p per share an as a
result, the Company issued and allotted 89,000,000 New Shares. Following the
conversion, face value of the remaining Bond has decreased to €2,493,575.
As announced on 9 January 2024, QBT reached an agreement with MC Strategy
S.A., the sole bondholder of its €3.5 million Zero-Coupon Bond issued in
2020, to extend the bond’s maturity from 15 December 2024 to 15 December
2026, and to increase the yield on maturity from 1% to 3%. Similarly,
bondholders of QBT's Zero-Coupon Bond issued in 2013 agreed to extend the
maturity date from 15 December 2024 to 15 December 2026, and to amend the
conversion price from £0.05 to £0.03
1. Financial instruments
Key Assumptions
The derivative element of the Zero-Coupon Bonds 2015 were valued at each year
end using the Black Scholes option pricing model. The following assumptions
were used at each period end.
Zero Coupon Bonds
2015
2024 2023
Share price 0.650p 1.575p
Expected life 2 years 1 year
Volatility 114.4% 146.2%
Dividend yield 0% 0%
Risk free interest rate 4.35% 3.46%
Fair value 0.18p 0.45p
The Group’s financial instruments comprise cash, investments at fair value
through profit or loss, investments in equity-accounted associates, trade
receivables, trade payables that arise from its operations and borrowings. The
main purpose of these financial instruments is to provide finance for the
Group’s future investments and day to day operational needs.
The Group does not enter into any derivative transactions such as interest
rate swaps or forward foreign exchange contracts, as the Group’s exposure to
movements in foreign exchange rates is not considered significant (see foreign
currency risk management). The main risks faced by the Group are limited to
interest rate risk on surplus cash deposits and liquidity risk associated with
raising sufficient funding to meet the operational needs of the business.
The Board reviews and agrees policies for managing these risks and they are
summarised below.
FINANCIAL ASSETS BY CATEGORY
The categories of financial assets included in the statement of financial
position and the headings in which they are included are as follows
2024 2023
€’000 €'000
Financial assets:
Financial assets held at fair value through profit and loss 162 396
Investments in equity-accounted associates - 7
Trade and other receivables 2,004 3,243
Cash and cash equivalents 604 2,057
2,770 5,703
FINANCIAL LIABILITIES BY CATEGORY
The categories of financial liabilities included in the statement of financial
position and the headings in which they are included are as follows:
2024 2023
€'000 €'000
Financial liabilities at amortised cost:
Trade and other payables 360 413
Provisions 80 98
Borrowings 7,519 7,451
Derivative 317 459
8,276 8,421
Financial instruments measured at fair value:
Level 1 Level 2 Level 3
€’000 €’000 €’000
As at 31 December 2024
Investments at fair value through profit or loss - - 162
- - 162
As at 31 December 2023
Investments at fair value through profit or loss - - 396
- - 396
The valuation techniques and significant unobservable inputs used in
determining the fair value measurement of level 2 and level 3 financial
instruments, as well as the inter-relationship between key unobservable inputs
and fair value, are set out in the table below.
Financial Instruments Valuation technique used Significant unobservable inputs (Level 3 only) Inter – relationship between key unobservable inputs and fair value (level 3 only)
Investments Based on issue of shares in the investments held by the Group and directors’ assessment on the recoverability of loans. Assessment of recoverability of loan. If loan was considered not to be recoverable this would result in the reduction in the fair value of the investment.
The Group has adopted fair value measurements using the IFRS 7 fair value
hierarchy.
Categorisation within the hierarchy has been determined on the basis of the
lowest level of input that is significant to the fair value measurement of the
relevant asset as follows:
Level 1: valued using quoted prices in active markets for identical assets;
Level 2: valued by reference to valuation techniques using observable inputs
other than quoted prices included in Level 1;
Level 3: valued by reference to valuation techniques using inputs that are
not based on observable markets criteria.
The Level 3 investment refers to an investment in GeoSim Systems Ltd and More
Legal Srl (formerly PBV Monitor Srl).
Capital risk management
The Group manages its capital to ensure that entities in the Group will be
able to continue as going concerns while maximising the return to stakeholders
through optimisation of the debt and equity balance. The capital structure of
the Group consists of debt attributable to convertible bondholders,
borrowings, cash and cash equivalents, and equity attributable to equity
holders of the Group, comprising issued capital, reserves and retained
earnings, all as disclosed in the Statement of Financial Position.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including
the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each class of financial
asset, financial liability and equity instrument disclosed in Note 2 to the
financial statements.
Financial risk management objectives
The Company is exposed to a variety of financial risks which result from both
its operating and investing activities. The Group’s risk management is
coordinated by the board of directors and focuses on actively securing the
Company’s short and medium-term cash flows by raising liquid capital to meet
current liability obligations.
Market price risk
The Company’s exposure to market price risk mainly arises from movements in
the fair value of its investments held for trading. The Group manages the
investment price risk within its long-term investment strategy to manage a
diversified exposure to the market. If the investments were to experience a
rise or fall of 15% in their fair value, this would result in the Group’s
net asset value and statement of comprehensive income increasing or decreasing
by €24,000 (2023: €60,000).
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which monitors the Group’s short, medium and long-term funding
and liquidity management requirements on an appropriate basis. The Group has
adequate cash balances at the reporting date (refer to Note 2 – Basis of
preparation and going concern) to sustain the operational existence over the
next twelve months. The Group expects to continue securing resources from
disposals and realisation of the “Legacy Assets”. Furthermore, the Company
expects to be able to start its commercial activity in the coming months,
although prudentially, no significant revenues have been included in the
short-term financial projections. This is an ongoing process, and the
directors are confident with their cash flow models.
The following are the undiscounted contractual maturities of financial
liabilities:
Carrying Amount Less than 1 year Between 1 and 5 years Total
€’000 €’000 €’000 €’000
As at 31 December 2024
Trade and other payables 360 360 - 360
Provisions 80 80 - 80
Borrowings 7,519 - 7,519 7,519
Derivative financial instruments 317 - 317 317
8,276 440 7,836 8,276
As at 31 December 2023
Trade and other payables 413 413 - 413
Provisions 98 98 - 98
Borrowings 7,451 7,451 - 7,451
Derivative financial instruments 459 459 - 459
8,421 8,421 - 8,421
Management believes that based on the information provided in Note 2 – in
the ‘Basis of preparation’ and ‘Going concern’, that future cash flows
from operations will be adequate to support these financial liabilities.
Interest rate risk
The Group and Company manage the interest rate risk associated with the Group
cash assets by ensuring that interest rates are as favourable as possible,
whilst managing the access the Group requires to the funds for working capital
purposes.
The Group’s cash and cash equivalents are subject to interest rate exposure
due to changes in interest rates. Short-term receivables and payables are not
exposed to interest rate risk. The borrowings are at fixed interest
rates.
Group Company
2024 2023 2024 2023
€’000 €’000 €’000 €’000
Fixed rate instruments
Financial assets 1,781 3,472 105 194
Financial liabilities 7,877 7,830 7,842 7,808
Change in interest rates will affect the Group’s income statement as
follows:
Gain / (loss)
Group 2024 2023
€’000 €’000
Euribor +0.5% / -0.5% +3 / -3 +10 / -10
The analysis was applied to cash and cash equivalents based on the assumption
that the amount of asset as at the reporting date was available for the whole
year.
Foreign currency risk management
The Group undertakes certain transactions denominated in currencies other than
Euro, hence exposures to exchange rate fluctuations arise. Amounts due to
fulfil contractual obligations of £217,000 (2023: £387,000) are denominated
in sterling. An adverse movement in the exchange rate will impact the ultimate
amount payable, a 10% increase or decrease in the rate would result in a
profit or loss of £22,000 (2023: £39,000). The Group’s functional and
presentational currency is the Euro as it is the currency of its main trading
environment, and most of the Group’s assets and liabilities are denominated
in Euro. The parent company is located in the sterling area.
Credit risk management
The Group’s financial instruments, which are subject to credit risk, are
considered to be trade and other receivables. There is a risk that the amount
to be received becomes impaired. The Group’s maximum exposure to credit risk
is €2,004,000 (2023: €3,243,000) comprising receivables during the period.
About 69% (2023: 87%) of total receivables are due from a single company. The
ageing profile of trade receivables was:
2024 2023
Total book value Allowance for impairment Total book value Allowance for impairment
Group €’000 €’000 €’000 €’000
Current 2,004 - 3,243 -
2,004 - 3,243 -
Company
Current 630 - 946 -
630 - 946 -
22. Provisions
Group Company
2024 €’000 2023 €’000 2024 €’000 2023 €’000
Provision for potential payroll tax liability 80 98 80 98
Provisions 80 98 80 98
The above provision relates to a potential tax liability owed on the
directors’ remuneration from previous years.
1. Share capital and share premium
ISSUED AND FULLY PAID: Number of ordinary shares Number of deferred shares Ordinary share capital €’000 Deferred share capital €’000 Share premium €’000 Total €’000
At 1 January 2023 997,551,851 199,409,377 2,911 5,467 50,541 58,919
Issue of shares 293,761,904 - 841 - 3,624 4,465
At 31 December 2023 1,291,313,755 199,409,377 3,752 5,467 54,165 63,384
Issue of shares - - - - - -
At 31 December 2024 1,291,313,755 199,409,377 3,752 5,467 54,165 63,384
All ordinary shares carry equal rights.
The deferred shares have restricted rights such that they have no economic
value.
1. Share based payments
On 11 December 2024, a consultant was granted options to subscribed for
1,000,000 new ordinary shares in the Company at an exercise price of 5 pence
per share. The options are exercisable for the period between 12 November 2024
and 06 May 2026. This consultant was also granted options to subscribe for
1,000,000 new ordinary shares in the Company at an exercise price of 10 pence
per share. The options are exercisable for the period between 12 November 2024
and 06 May 2026.
On 11 December 2024, the Company has extended the exercise period for certain
other options previously granted, as follows:
Number of Options Exercise Price Previous End of Exercise Period New End of Exercise Period
5,000,000 5p 15/12/2024 06/05/2026
5,000,000 5p 06/05/2025 06/05/2026
5,000,000 5p 22/05/2025 06/05/2026
13,500,000 5p 22/05/2025 06/05/2026
2,500,000 10p 15/12/2024 06/05/2026
5,000,000 10p 06/05/2025 06/05/2026
5,000,000 10p 22/05/2025 06/05/2026
11,000,000 10p 25/05/2025 06/05/2026
The total share-based payment expense recognised in the income statement for
the year ended 31 December 2024 in respect of the share options granted was
€9,000 (2023: €416,000).
The significant inputs to the model in respect of the options granted during
the year were as follows:
5p 10p
Share price 0.95p - 3.100p 0.95p - 3.050p
Expected life 2 months - 3 years 6 months - 3 years
Volatility 114% - 137% 114% - 137%
Dividend yield 0% 0%
Risk free interest rate 0.76% – 4.43% 0.76% - 4.43%
Fair value 0.0p – 2.1p 0.0p – 1.7p
The table below discloses the movements in share options during the year.
Number of options at 1 Jan 2024 Granted in the year Exercised in the year Lapsed in the year Number of options at 31 Dec 2024 Exercise Price, pence Expiry date
105,000,000 105,000,000 5.00 06.05.2026
105,000,000 105,000,000 10.00 06.05.2026
5,000,000 5,000,000 5.00 06.05.2026
5,000,000 5,000,000 10.00 06.05.2026
2,500,000 2,500,000 5.00 06.05.2026
5,000,000 5,000,000 10.00 01.12.2026
2,500,000 2,500,000 5.00 06.05.2026
2,500,000 2,500,000 10.00 06.05.2026
2,500,000 2,500,000 5.00 06.05.2026
2,500,000 2,500,000 5.00 06.05.2026
2,500,000 2,500,000 5.00 06.05.2026
5,000,000 5,000,000 5.00 06.05.2026
5,000,000 5,000,000 10.00 06.05.2026
5,000,000 5,000,000 5.00 06.05.2026
5,000,000 5,000,000 10.00 06.05.2026
1,000,000 - 1,000,000 5.00 06.05.2026
1,000,000 - 1,000,000 10.00 06.05.2026
5,000,000 - 5,000,000 10.00 06.05.2026
- 1,000,000 - - 1,000,000 5.00 06.05.2026
- 1,000,000 - - 1,000,000 10.00 06.05.2026
267,000,000 2,000,000 - 269,000,000
On 26 May 2023, an employee was granted options to subscribe for 1,000,000 new
ordinary shares in the Company at an exercise price of 5 pence per share and
1,000,000 new ordinary shares in the Company at an exercise price of 10 pence
per share. The options are exercisable for the period between 1 November 2023
and 25 May 2025.
On 31 May 2023, two employees were granted options to subscribe for 5,000,000
new ordinary shares in the Company at an exercise price of 10 pence per share.
The options are exercisable at any time before 25 May 2025.
On 31 May 2023, the Company has extended the exercise period for certain other
options previously granted, as follows:
Number of Options Exercise Price Previous End of Exercise Period New End of Exercise Period
2,500,000 5p 06/05/2024 25/05/2025
2,500,000 5p 28/02/2023 25/05/2025
7,500,000 5p 31/03/2023 25/05/2025
5,000,000 10p 30/06/2023 25/05/2025
The significant inputs to the model in respect of the options granted during
the prior year were as follows:
5p 10p
Share price 1.125p - 3.100p 1.175p - 3.050p
Expected life 2 months - 3 years 6 months - 3 years
Volatility 130% - 137% 130% - 137%
Dividend yield 0% 0%
Risk free interest rate 0.76% – 4.27% 0.76% - 4.27%
Fair value 0.0p – 2.1p 0.0p – 1.7p
The table below discloses the movements in share options during 2023.
Number of options at 1 Jan 2023 Granted in the year Exercised in the year Lapsed in the year Number of options at 31 Dec 2023 Exercise Price, pence Expiry date
105,000,000 105,000,000 5.00 06.05.2026
105,000,000 105,000,000 10.00 06.05.2026
5,000,000 5,000,000 5.00 06.05.2025
5,000,000 5,000,000 10.00 06.05.2025
2,500,000 2,500,000 5.00 25.05.2025
5,000,000 5,000,000 10.00 01.12.2026
2,500,000 2,500,000 5.00 15.12.2024
2,500,000 2,500,000 10.00 15.12.2024
2,500,000 2,500,000 5.00 15.12.2024
2,500,000 2,500,000 5.00 25.05.2025
2,500,000 2,500,000 5.00 25.05.2025
5,000,000 5,000,000 5.00 25.05.2025
5,000,000 5,000,000 10.00 25.05.2025
5,000,000 5,000,000 5.00 22.05.2025
5,000,000 5,000,000 10.00 22.05.2025
5,000,000 5,000,000 5.00 31.10.2023
1,000,000 1,000,000 5.00 25.05.2025
1,000,000 1,000,000 10.00 25.05.2025
5,000,000 5,000,000 10 25.05.2025
265,000,000 7,000,000 5,000,000 267,000,000
25. Other reserves
The Group considers its capital to comprise ordinary share capital, share
premium, retained losses and its convertible bonds. In managing its capital,
the Group’s primary objective is to maintain a sufficient funding base to
enable the Group to meet its working capital and strategic investment needs.
In making decisions to adjust its capital structure to achieve these aims,
through new share issues, the Group considers not only their short-term
position but also their long-term objectives.
Group Merger reserve €’000 Loan note equity reserve €’000 Share option reserve €’000 Capital redemption reserve €’000 Total other reserves €’000
At 1 January 2023 8,325 462 4,476 549 13,812
Grant of share options - - 416 - 416
At 31 December 2023 8,325 462 4,892 549 14,228
Grant of share options - - 1 - 1
Modification of bond - - - - -
Increase in fair value of share options - - 8 - 8
Capital contribution - - - - -
At 31 December 2024 8,325 462 4,901 549 14,237
Company Loan note equity reserve €’000 Share option reserve €’000 Capital redemption reserve €’000 Total other reserves €’000
At 1 January 2023 462 4,476 549 5,487
Grant of share options - 416 - 416
Modification of bond - - - -
At 31 December 2023 462 4,892 549 5,903
Grant of share options - 1 - 1
Modification of bond - - - -
Increase in fair value of share options - 8 - 8
At 31 December 2024 462 4,901 549 5,912
26. Ultimate controlling party
The Group considers that there is no ultimate controlling party.
1. Related party transactions
Transactions between the company and its subsidiaries, which are related
parties have been eliminated on consolidation, but are disclosed where they
relate to the parent company. These transactions along with transactions
between the company and its investment holdings are disclosed in the table
below, with all amounts being presented in Euros and being owed to the Group:
2024 2023 2024 2023
Related party Group Group Company Company
Clear Leisure 2017 Limited - - (134,356) 265,631
QBT R&D Srl - - 183,606 410,881
Geosim Systems Limited 63,413 49,874 68,925 55,386
ForCrowd Srl - 55,000 - 55,000
63,413 104,874 118,175 786,898
During the year, Quantum Blockchain Technologies Pl made sales totalling
€11,000 (2023: €10,000) to QBT R&D Srl, for consulting services.
During the year, QBT R&D Srl made sales totalling €233,000 (2023:
€109,000) to Quantum Blockchain Technologies Plc, for consulting and R&D
services.
During the year, Infusion 2009 Limited, a company in which Professor Gardin is
a Director, charged Quantum Blockchain Technologies Plc €235,000 (2023:
€173,000) for consulting company standard fees for R&D coordination (as
envisaged in the service agreement), €121,000 (2023: €115,000) for
additional performance fees for R&D coordination (as envisaged in the service
agreement) and €74,000 (2023: €nil) for performance commission related to
the realisation of legacy assets (per the
sale or right agreement). The amount owed to Infusion 2009 Limited at year end
is €nil (2023: €nil).
Remuneration of key management personnel
The remuneration of the directors, who are the key personnel of the group, is
included in the Directors
Report and within note 6. Under “IAS 24: Related party disclosures”, all
their remuneration is in relation to short-term employee benefits.
1. Events after the reporting date
During the first months of 2025, the Company has been involved in the
following:
In January the Company reported the filing of a patent application for Method
C’s AI Oracle hardware. The patent application describes details of an
extremely efficient hardware implementation of the AI Oracle on an ASIC chip.
A field-programmable gate array (“FPGA”) version of the AI Oracle
implementation has been developed by the Company and the corresponding power
performance area results offer an insight as regards the relevant overheads of
the solution when implemented on custom silicon used for Bitcoin mining.
The Company further detailed the overall area required by the AI Oracle
implementation is between ~1% -4% of a double SHA-256 Lane, the basic
computation block of almost all ASIC chips for bitcoin mining. The same
percentage applies also to energy consumption.
In another January announcement, the Company stated Method C AI Oracle is now
performing live Bitcoin mining of current blockchain blocks (around block
count 879,000). The announcement further detailed the material competitive
advantage in mining enabled by the AI Oracle may be achieved by (i) reducing
the energy cost of mining by approximately 30% or (ii) accelerating the mining
speed at current energy consumption and costs with approximately a 30% greater
hash rate.
In January 2025, the defendants in the Company subsidiary Clear Leisure 2017
Ltd’s (“CL2017”) lawsuit against the former directors and members of the
statutory audit committee of Sipiem filed an appeal with the Italian Court of
Cassation against the judgment of the lower Court of Appeal issued in June
2024.
On 23 January 2025 the Board announced it raised £2,000,000 through the
placing of 173,913,044 new ordinary shares of 0.25 pence each in the Company
at a price of 1.15 pence per Placing Share. The net proceeds of the Placing
will allow the Company to continue investing in its cryptocurrency R&D
programmes such as funding the expansion of the R&D team and the purchase of
hardware and software to assist with the Company’s legacy assets, and to
support its existing investment portfolio as well as to provide general
working capital.
On 24 January 2025, following previous announcements made by the Company
regarding the rollover of the Sale & Repurchase Agreement entered into between
the Company’s CEO and Executive Chairman, Professor Francesco Gardin, and MC
Strategies AG, the Company has been informed that Professor Gardin and MCS
have agreed to amend the repurchase price and repurchase date of the REPO. The
term of the REPO under which Professor Gardin is to repurchase 5,000,000
ordinary shares of 0.25p in the Company has been extended to 30 June 2025. The
repurchase price has also been amended from 3.483p to 3.568p per share. All
other terms of the REPO remain unchanged.
In addition to the Method C developments announced in January, during March,
the Company announced they had been seeking to improve the AI Models of
Methods A and B.
The work has been restricted by the severe limitations caused by the way
SHA-256 is implemented on the most widely used Bitcoin mining ASIC chips.
The Company also announced that the status of the first two filed patent
applications “Asic UltraBoost” and “Asic EnhancedBoost” is still
pending. Further to this, the quantum computing version of SHA-256
implementation is still being held in draft form with the Company’s parent
attorney, with the filing with the UK patent office now expected within the
next few months.
On 13 March 2024, the Company announced an update about its efforts to develop
a prototype version of an in-house proprietary ASIC chip using large scale
integration for demo purposes. In the last few months, this internal project
has been put on hold to enable the focus of the design team to be temporarily
redirected to support the R&D AI teams, in particular Method C’s AI Oracle
project. A basic ASIC chip for Bitcoin mining design architecture which
includes the improvements of the first patent application remains available as
a QBT asset.
The Company attended the 2025 Mining Disruption Conference held in Fort
Lauderdale, Florida on 26 and 27 March 2025. The team held meetings with a
number of the leading companies within the Bitcoin sector, ranging from chip
manufacturers, mining rig producers, pool mining companies, Bitcoin miners and
sector influencers. Of particular interest was the positive reception to the
multiple ways in which QBT’s software provides disruptive efficiencies in
Bitcoin mining. The Company plans to follow up with a number of interested
parties leading to data sharing and third-party systems testing.
Following the attendance at the conference, the Company signed a
Non-Disclosure Agreement with a leading manufacturer of ASIC chips for Bitcoin
mining. The Company gave an in-depth presentation of the Method C AI Oracle
technology to the manufacturer during April, followed by a period of testing
by the manufacturer, to confirm the AI Oracle’s performance on their ASIC
chip’s architecture. The testing is being carried out under the supervision
of a member of QBT’s R&D team.
On 19 May 2025, the Board of Quantum Blockchain Technologies regretted to
announce that, following a long illness, Peter Fuhrman, one of the Company’s
Non-Executive Directors had passed away. The Company announced the appointment
of Vladimir Basillo Kusznirczuk as the replacement Non-Executive Director with
immediate effect. Mr Kusznirczuk has been QBT’s Marketing and Business
Development Manager since May 2023, addressing business opportunities with
large US and Canadian Bitcoin miners and mining rigs manufacturers.
-ends-
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