Quantum Blockchain Technologies Plc - Final Results
(”QBT” or ”the Company”)
FINAL RESULTS
The Company’s Annual General Meeting (“AGM”) will be held at Company’s registered address, 1
st
Floor,
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
The Company’s board (excluding
In addition,
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
For further information please contact:
SP Angel Corporate Finance (Nominated Adviser & Broker) +44 (0) 20 3470 0470
Leander (Financial PR) +44 (0) 7795 168 157
About
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
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
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
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
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
-
With regards to Method A, the Company has been mining live in QBT’s
- 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
To support these efforts, the Company has strengthened its leadership team. In
Focus: Bitcoin Market and Mining Sector in 2024
In 2024, Bitcoin achieved a significant milestone with its market capitalisation surpassing
The mining sector underwent notable changes, particularly following the
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 2030
3
. Mining companies have invested in hydroelectric, wind and solar power to mitigate carbon footprints and align with global sustainability goals. For instance,
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
In
Additionally, the
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
The Company has also successfully managed outstanding bond obligations:
-
extending the maturity of the Company’s 2020 Zero-Coupon Bond from
-
extending maturity of the Company’s 2013 Zero-Coupon Bond from
Financial Review
The Group reported a total comprehensive loss of €2,853,000 for the year ended
Post-Balance Sheet Events
In
- 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
In
In
On
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.
2 https://www.ft.com/content/8ad1b83f-4b68-43ca-a6d2-56edbca0ef0 a
3 https://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
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
Group Group Company Company
Notes
2024 2023 2024 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 16 162 396 3 76
profit and loss
Investments held at cost 16 - - 1 11
Investments in equity-accounted 8 - 7 - 7
associates
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
Share
Share Other
premium Retained losses Total equity
Group capital reserves
account €’000 €’000
€’000 €’000
€’000
At 1 January 2023 8,378 50,541 13,812 (75,953) (3,222)
Total present loss and
comprehensive loss for the - - - (4,206) (4,206)
year
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
- - - (2,853) (2,853)
for the year
Increase in fair value of - - 8 - 8
share options
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
Share
Share Other
premium Retained losses Total
Company capital reserves
account €’000 €’000
€’000 €’000
€’000
At 1 January 2023 8,378 50,541 5,487 (72,162) (7,756)
Total present loss and - - - (2,442) (2,442)
comprehensive loss for the year
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
- - - (1,832) (1,832)
for the year
Increase in fair value of share - - 8 - 8
options
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
Group Group Company Company
Note 2024 2023 2024 2023
€’000 €’000 €’000 €’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 8 - 59 - 59
accounted associates
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 213 3,456 52 3,456
activities
Net (decrease) /increase in cash for the (1,457) 1,581 (1,445) 1,579
year
Cash and cash equivalents at beginning of 2,057 463 2,041 449
year
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
1. General Information
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
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
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
The Group has adopted the amendments to IAS 16 IAS 37 Provisions, Contingent Liabilities and Contingent Assets (issued in
Going Concern
In 2024 the
Group incurred
a loss of €2,853,000 (2023: €4,206,000) and had net current
assets
as at
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
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
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
-- 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
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
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
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.
how the intangible asset will generate probable future economic benefits.
(d) 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
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
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 2023 2024 2023
€’000 €’000 €’000 €’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 2023
€’000 €’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 2023
€’000 €’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 2023
€’000 €’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 2023
€’000 €’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 2023
€’000 €’000
Group Auditor’s remuneration:
Fees payable to the Group’s auditor for the audit of the Company and 63 56
consolidated financial statements:
Non audit services:
Other services (tax) - -
Subsidiary Auditor’s remuneration
Other services pursuant to legislation - -
63 56
1. Employee numbers
Group Company
2024 2023 2024 2023
Number Number Number 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 2023
€’000 €’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.
2024 2023
The Group's unutilised losses are as follows:
€’million €’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
2024 2023
Continuing operations
€’000 €’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
Weighted Weighted
Profit/ Per share Per share
(Loss) average no. Profit/ (Loss) average no.
amount amount
€’000 of shares €’000 of shares
Euro Cent Euro Cent
000’s 000’s
Basic earnings per share
Continuing (2,853) 1,291,314 (0.221) (4,206) 1,102,309 (0.382)
operations
Total (2,853) 1,291,314 (0.221) (4,206) 1,102,309 (0.382)
operations
Fully diluted earnings per share
Continuing (3,085) 2,059,326 (0.150) (4,424) 1,727,130 (0.256)
operations
Total (3,085) 2,059.326 (0.150) (4,424) 1,727,130 (0.256)
operations
1. Property, plant and equipment
Computers Total
Group
€’000 €’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.
1. Intangible assets
Formation Expenses Total
Group
€’000 €’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
Group Company Net Assets/ Date of
Companies Ownership Country Status (Liabilities) latest Treatment
€,000 accounts
Brainspark
Associates 100.00% UK Trading (50,303) 2023 Consolidated
Ltd
Clear
Leisure 2017 100.00% UK Trading 2,572 2023 Consolidated
Ltd
QBT R&D Srl 100.00% Italy Trading (69) 2022 Consolidated
Milan
Digital Twin 100.00% UK Dormant Nil 2023 Consolidated
Ltd
London
Digital Twin 100.00% UK Dormant Nil 2023 Consolidated
Ltd
Miner One 100.00% UK Dormant Nil 2023 Consolidated
Ltd
Clear 100.00% Italy Dormant 10 2014 Not Consolidated
Holiday Srl
Mediapolis
Investment 71.72% Luxembourg Inactive (6,648) 2010 Not Consolidated
S.A
Sosushi 99.30% Italy In 654 2013 Not Consolidated
Company Srl liquidation
Fallimento
Mediapolis 84.04% Italy Liquidated 1,204 2016 Not Consolidated
Srl
Sipiem in In
Liquidazione 50.17% Italy liquidation 645 2014 Not Consolidated
Srl
ForCrowd Srl 41.17% Italy Investment (8) 2022 Equity-accounting
ClassFinance
in 20.00% Italy Investment (104) 2018 Held at fair
Liquidazione value
Srl
More Legal 0.45% Italy Investment 471 2022 Held at fair
Srl value
Geosim 4.53% Israel Investment (330) 2018 Held at fair
Systems value
Beni 15.05% Italy Investment 14 2014 Held at fair
Immobili Srl value
TLT S.P.A 0.25% Italy Investment (2,476) 2016 Held at fair
value
The registered office of all
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,
The registered office for Mediapolis Investment S.A is
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
The registered office for Class Finance Srl is Via Conservaorio 30, 20122,
The registered office for More Legal Srl is Via Matteotti 13, Brebbia (VA), 21020.
The registered office for
The registered office for Beni Immobili Srl is Via Torino 58,
The registered office for TLT SPA is Via Trento 5,
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.
This entity is the
This entity is a 100% owned
This entity is a 100% owned
QBT R&D Srl
This entity is a 100% owned subsidiary of the group incorporated in
This entity is a 100% owned
This entity is a 100% owned
Clear Holiday Srl
Clear Holiday Srl is a 100% owned subsidiary of the group incorporated in
Miner
Miner
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
On
Sosushi Company Srl
Sosushi Company Srl was a 99.3% owned entity incorporated in
Fallimento Mediapolis Srl
Fallimento Mediapolis Srl was an 84.04% equivalent owned entity incorporated in
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
In
In
In
On
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
ClassFinance in Liquidazione Srl
ClassFinance in Liquidazione Srl is a 20% owned investment of the group incorporated in
More Legal Srl (formerly PBV Monitor Srl)
More Legal Srl is a 0.45% owned investment in an entity incorporated in
There were additional rounds of equity funding in January and
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.
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
TLT S.P.A
TLT S.P.A is a 0.25% owned investment based in
Carrying value of investments Group Company
2024 2023 2024 2023
€’000 €’000 €’000 €’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
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.
Investments held at cost Group Company
2024 2023 2024 2023
€’000 €’000 €’000 €’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 2023 2024 2023
€’000 €’000 €’000 €’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 2023 2024 2023
€’000 €’000 €’000 €’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 2023 2024 2023
€’000 €’000 €’000 €’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 2023 2024 2023
€’000 €’000 €’000 €’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
On
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
On
On
On
On
On
In
Also, with regard to the 2015 Zero Coupon Bond, via a Bondholders’ meeting held on
On
As announced on
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.
___________________________________________________________________________ | | | |Inter – relationship | |Financial |Valuation technique |Significant |between key | |Instruments|used |unobservable inputs|unobservable inputs | | | |(Level 3 only) |and fair value (level| | | | |3 only) | |___________|_____________________|___________________|_____________________| | |Based on issue of | |If loan was | | |shares in the | |considered not to be | | |investments held by |Assessment of |recoverable this | |Investments|the Group and |recoverability of |would result in the | | |directors’ assessment|loan. |reduction in the fair| | |on the recoverability| |value of the | | |of loans. | |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
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 Between
Less than 1 year Total
Amount 1 and 5 years
€’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’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 Total book value Allowance for impairment
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 2023 2024 2023
€’000 €’000 €’000 €’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
Ordinary Deferred
Number of
ISSUED AND Number of share share Share premium Total
FULLY PAID: ordinary deferred capital
shares capital €’000 €’000
shares €’000
€’000
At 1 January 997,551,851 199,409,377 2,911 5,467 50,541 58,919
2023
Issue of 293,761,904 - 841 - 3,624 4,465
shares
At 31
December 1,291,313,755 199,409,377 3,752 5,467 54,165 63,384
2023
Issue of - - - - - -
shares
At 31
December 1,291,313,755 199,409,377 3,752 5,467 54,165 63,384
2024
All ordinary shares carry equal rights.
The deferred shares have restricted rights such that they have no economic value.
1. Share based payments
On
On
_____________________________________________________________________________ |Number of Options|Exercise Price|Previous End of Exercise|New End of Exercise| | | |Period |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
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 Number of Exercise
Granted Exercised Lapsed Expiry
options at options at Price,
in the year in the year in the year pence date
1 Jan 2024 31 Dec 2024
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
On
On
_____________________________________________________________________________ |Number of Options|Exercise Price|Previous End of Exercise|New End of Exercise| | | |Period |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 Number of Exercise
Granted Exercised Lapsed Expiry
options at options at Price,
in the year in the year in the year pence date
1 Jan 2023 31 Dec 2023
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.
Loan note Share option Capital Total other
Merger reserve equity reserve reserve redemption reserves
Group reserve
€’000 €’000 €’000 €’000
€’000
At 1 January 8,325 462 4,476 549 13,812
2023
Grant of share - - 416 - 416
options
At 31 December 8,325 462 4,892 549 14,228
2023
Grant of share - - 1 - 1
options
Modification - - - - -
of bond
Increase in
fair value of - - 8 - 8
share options
Capital - - - - -
contribution
At 31 December 8,325 462 4,901 549 14,237
2024
Loan note equity Share option Capital redemption Total other
Company reserve reserve reserve reserves
€’000 €’000 €’000 €’000
At 1 January 2023 462 4,476 549 5,487
Grant of share - 416 - 416
options
Modification of - - - -
bond
At 31 December 2023 462 4,892 549 5,903
Grant of share - 1 - 1
options
Modification of - - - -
bond
Increase in fair
value of share - 8 - 8
options
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
During the year, Infusion 2009 Limited, a company in which
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
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
On
On
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
On
The Company attended the 2025
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
-ends-
