Final results for the year ended 30 April 2026
Summary by AI BETAClose X
28 October 2026
Quantum Base Holdings plc
(“Quantum Base”, the “Company” or the “Group”)
Final results for the year ended 30 April 2026
Quantum Base (AIM: QUBE), the UK-based quantum science company focused on creating a new global standard in authentication powered by Q-ID®, is pleased to announce its audited full year results for the 12 months ended 30 April 2026 ("FY26", "Full Year" or the "Period").
Highlights
- Successful fundraise completed in December 2025, raising gross proceeds of £4.3 million.
- Deepened delivery with Customer #1, an international security-printer, including government tax-stamp applications and broader support for smartphone devices and production requirements.
- Secured a long-term agreement with Customer #2, a startup creating a global art registry, opening a new application for the Group’s technology in authentication, provenance and ownership verification of fine art.
- Revenue increased by £0.45 million to £0.47 million (FY25: £0.02 million), driven by continued revenue from Customer #1 and the addition of Customer #2 during the Period.
- Launched the initial version of v2.0 Q-ID® Scanner for iOS, improving speed and usability, expanding brand protection opportunities and shortening the time required to onboard new customers and programmes.
- Advanced the Q-ID® platform across smartphone authentication, device compatibility, image processing, ink formulations and product usability, with development increasingly directed towards customer deployment and commercial readiness.
- Expanded Quantum Base’s intellectual-property portfolio, with further patents granted or progressing towards grant across the Group’s authentication and quantum-security technologies.
Post-Period Highlights
- Released v2.0 Q-ID® Scanner on Android, broadening handset compatibility and generating further evidence to refine authentication performance and usability.
- Significantly improved customer implementation processes, reducing typical print-trial turnaround and programme onboarding.
- Introduced a more targeted marketing and demand-generation programme, combining priority-account engagement, industry activity, new hires and new sales materials to support pipeline conversion and product launches.
- Strong finance function embedded by Anthony Clayden, Interim Head of Finance, who is to step down at the end of October. The Company expects to appoint a permanent Head of Finance shortly.
Financial Results Overview
|
|
FY26 £’000 |
FY25 £’000 |
|
Revenue |
471 |
18 |
|
Loss before taxation |
(2,380) |
(5,116) |
|
Adjusted EBITDA (loss) |
(1,913) |
(1,313) |
|
Cash and cash equivalents |
3,057 |
2,234 |
|
Development costs capitalised |
1,574 |
761 |
|
Average employees |
23 |
15 |
Tom Taylor, CEO of Quantum Base, commented:
“FY26 was a year of significant progress for Quantum Base. Building on the maiden revenue achieved in FY25, we advanced our engagement with Customer #1, a major international security printer, and established a second commercial partnership with Customer #2, a global art registry. These achievements further validate the market demand for our technology and demonstrate our ability to translate innovation into commercially relevant, real-world applications.
“Operationally, we’ve delivered further product enhancements, improving speed, usability and integration capabilities to support broader customer adoption. At the core of this is the v2.0 Q-ID Scanner, which authenticates up to three times faster, works seamlessly in low-data environments, and requires no app download. This, alongside improvements in onboarding and print trials, has significantly strengthened the foundations for commercial scale-up.
“Although pipeline prospects have not yet converted into further secured contracts, we’ve entered FY27 with a number of opportunities to pursue, a stronger platform for growth and a clear objective: to translate technical credibility and market interest into a broader customer portfolio that delivers visible commercial momentum and a more sustainable revenue profile. Execution remains our priority as we work towards increased adoption of our groundbreaking authentication technology.
“I'd like to thank everyone at Quantum Base for their hard work and dedication throughout the year.”
The Annual Report and Financial Statements will shortly be available today to view in full on the Quantum Base website: https://quantumbase.com/
This announcement contains inside information as defined in Article 7 of the EU Market Abuse Regulation No 596/2014, as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.
For further information, please contact:
|
Quantum Base Tom Taylor, CEO Rob Young, Chief Scientific Officer |
|
|
Strand Hanson Limited (Financial and Nominated Adviser) Christopher Raggett James Bellman Edward Foulkes |
+44 (0)207 409 3494 |
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Cavendish Capital Markets Limited (Broker) Ed Frisby / Isaac Hooper - Corporate Finance Harriet Ward - Corporate Broking Michael Johnson / Dale Bellis / Jasper Berry – Sales |
+44 (0)20 7220 0500 |
|
BlytheRay (Financial PR) Megan Ray Will Jones |
+44 (0)20 7138 3204 |
About Quantum Base
Quantum Base is a quantum science company creating a new global standard in authentication through its patented Q-ID solution - unbreakable and non-replicable authenticity tags that can be applied to a vast array of products, significantly mitigating counterfeiting.
The technology underpinning Q-IDs harnesses randomness at the atomic level, and this volume and variation ensure that there is virtually an infinite number of combinations that can be created. The Q-ID is practically impossible to replicate using even the most advanced available technology.
Q-IDs can be applied to almost any print line and can be entirely non-intrusive to a product's existing design, meaning that they can be utilised in a vast number of end markets. The authentication process to identify printed tags is undertaken using existing and unmodified smartphone technology, providing easy authentication and proven security for global brands, governments and consumers.
The Group is also developing Q-RAND®, a nanoscale quantum random number generator, which has reached prototype stage.
Company registration number 12502915 (England and Wales)
QUANTUM BASE HOLDINGS PLC ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2026
Highlights for the year ended 30 April 2026
Financial highlights
• Fundraise completed in December 2025, raising gross proceeds of £4.3 million.
• Revenue: increased by £0.45 million to £0.47 million (for the year ended 30 April 2025: £0.02 million). This was due to continuing revenue from the Group’s original customer and the addition of a second customer during the year.
• Operating loss: decreased by £2.7 million to £2.4 million (for the year ended 30 April 2025: £5.1 million), mainly due to gross profit increasing by £0.4 million, share-based payment charges being £2.7 million lower and listing costs not repeated (£0.9 million), partly offset by approximately £0.2 million higher staff costs (after capitalisation of internal development staff costs) and £1.1 million higher other administrative costs.
• Adjusted EBITDA* loss: increased by £0.6 million to £1.9 million (for the year ended 30 April 2025:
£1.3 million), reflecting approximately £0.2 million higher staff costs (after capitalisation of internal development staff costs) and £0.8 million higher other operating costs, partly offset by a £0.4 million increase in gross profit.
• Capitalised development and patents: increased by approximately £1.6 million to approximately
£3.3 million (for the year ended 30 April 2025: £1.7 million), comprising approximately £0.9 million of internal development staff costs, £0.7 million of external development costs and £0.1 million of patents.
• Share-based payment charge: reduced by £2.7 million to £0.04 million (for the year ended 30 April 2025:
£2.8 million), reflecting the significantly lower charge arising from FY26 awards compared with the prior-year listing-related awards.
• Net cash outflow from operating activities: decreased by £0.9 million to £1.3 million (for the year ended 30 April 2025: £2.2 million). The absence of prior-year listing costs, a favourable movement in receivables, higher receipts from R&D tax credits and the capitalisation of qualifying internal development staff costs more than offset the increase in the Group’s staff and operating cost base.
• Total assets: increased by £2.1 million to £6.6 million (as at 30 April 2025: £4.5 million). Higher cash balances and investment in capitalised development costs, patents and equipment were partly offset by lower trade and other receivables.
• Net assets: increased by £2.0 million to £6.0 million (as at 30 April 2025: £4.0 million). The gross proceeds of the December 2025 fundraise more than offset the loss for the year.
• Cash and cash equivalents: increased by £0.8 million to £3.1 million (as at 30 April 2025: £2.2 million). The increase followed the December 2025 fundraise, partly offset by operating and investing cash outflows during the year.
Notes:
* Adjusted EBITDA represents earnings before interest, tax, depreciation, amortisation, impairment and share-based payment charges, gains or losses on the disposal of non-current assets and exceptional listing costs. It is presented as a key performance indicator of the Group’s underlying operational performance. Adjusted EBITDA is not defined by IFRS and may not be directly comparable with similarly titled measures reported by other companies.
Operational Highlights – year ended 30 April 2026
Commercial Progress and Partnerships
• Deepened delivery with Customer #1, an international security-printer, including government tax-stamp applications and broader support for smartphone devices and production requirements.
• Secured a long-term agreement with a customer developing a global art platform, opening a new application for the Group’s technology in authentication, provenance and ownership verification of fine art.
• The initial release of v2.0 Scanner App, with improvements to speed and usability, makes Q-ID® (a registered trademark of Quantum Base Limited, hereafter referred to as Q-ID) more applicable to brand protection. Improvements also reduce the time to onboard new customers and programmes.
Technology and Intellectual Property
• Advanced the Q-ID platform across smartphone authentication, device compatibility, image processing, ink formulations and product usability, with development increasingly directed towards customer deployment and commercial readiness.
• Released v2.0 Q-ID Scanner, the next generation of the Q-ID smartphone authentication application, with improvements to scan speed and usability.
• Expanded the intellectual-property portfolio, with further patents granted or progressing towards grant across the Group’s authentication and quantum-security technologies.
Governance and Culture
• Continued implementation of the QCA Corporate Governance Code following AIM Admission, with formal Audit, Remuneration and Nomination Committees operating during the year.
• Further strengthened the Board through the appointment of Phillip Speed as Non-Executive Director from 28 July 2025 through to his resignation on 18 August 2026. He brought founder insight, sector knowledge and commercial experience which have been instrumental in building a robust foundation for the Group’s next phase of growth.
• Continued investment in people, governance and internal processes as the Group built out its technical, operational and commercial capabilities as an AIM quoted company.
Post-Period Developments (after 30 April 2026)
• Released v2.0 Q-ID Scanner on Android, broadening handset compatibility and generating further evidence to refine authentication performance and usability.
• Significantly improved customer implementation processes, reducing typical print-trial turnaround from approximately four to six weeks to two to three days and programme onboarding from approximately three to four months to three to four weeks.
• Introduced a more targeted marketing and demand-generation programme, combining priority-account engagement, industry activity, new hires and new sales materials to support pipeline conversion and product launches.
• On 22 September 2026, it was announced that Anthony Clayden, Interim Head of Finance, will step down from his position at the end of October, having played a key role in establishing the financial processes, controls and reporting frameworks required to support a listed company, embedding a strong finance function and successfully supporting the business through two audits and the fundraise last December. The Company is actively seeking a permanent Head of Finance.
Outlook
Quantum Base enters FY27 with two contracted customers in distinct end markets, a stronger commercial and operational team, and a Q-ID platform that is increasingly ready for broader deployment.
The Group’s immediate priorities are to expand the customer base, deliver successfully for existing customers, progress implementation of the Customer #2 agreement, convert suitable pipeline opportunities and reduce the time and technical resource required for customer onboarding.
With global counterfeiting estimated to cost more than $2.8 trillion* annually, the Board believes that Quantum Base’s scientifically proven, mass-producible quantum-security solutions and scalable design-and-licence model provide a strong platform from which to build recurring revenues and long-term shareholder value.
Growing demand for smartphone-based authentication, alongside regulatory and industry shifts toward smartphone-readable 2D barcodes (including the EU Digital Product Passport and GS1 Sunrise 2027) is expanding Quantum Base’s target market. These structural tailwinds strengthen the commercial case for our technology and support adoption across our target sectors.
* Source: Frontier Economics 2017 Report “The Economic Impacts of Counterfeiting and Piracy”
Chairman’s Statement
Introduction
I am pleased to present the Group’s second set of full year results as an AIM quoted company, which show another year of positive progress, delivered by a dedicated and expanding team. We continue to build on our success, and importantly, to structure the Group to address the significant and long-term market opportunity ahead.
We have continued to focus on commercialising the Quantum Identities (Q-IDs) to provide near unbreakable and non-replicable authenticity tags. We are building on our early commercial success with a significant win in the art world, opening a new market, and we are progressing a number of discussions with a variety of potential customers, including, but not limited to, more security printers. Industry awareness continues to grow as we demonstrate the benefits and advantages of our Quantum secure solution. The Group has moved forward significantly during the period, is well set and in a strong position to deliver future growth.
Being an AIM quoted company brings a number of important benefits and we have seen this directly through an enhanced reputation, higher profile and the ability to raise further funding to support our growth ambitions. We completed a funding round in December 2025, raising £4.3 million gross to provide growth capital, from both existing and new institutional shareholders and we are delighted to receive their ongoing support. The management team remains well invested in the business’ success, having retained circa 20% of the Company’s total issued share capital. Many employees were granted options in December 2025 and now have the opportunity to become shareholders, aligning their interests with the future success of the Company. We anticipate newer employees also being granted options in due course. I am confident that Quantum Base will continue to grow rapidly and deliver value for shareholders over the longer term.
Culture
Our people remain central to the Group’s success and to delivering on the Board’s growth ambitions. We have made significant investment to establish a structure that supports an inclusive culture, based on collaboration, support, wellbeing and innovation.
We have seen continuing evidence of the strength of the culture across the business as the team at Quantum Base have met new challenges with a positive and proactive attitude. These have included timely responses to customer requests and collaborative working to solve challenges. This has been exemplified by the development of the V2 App, a significant step forward for the business, and this innovative approach was led by the CSO Robert Young and his team. The adoption of AI tools has enabled the team to work at pace and derive significantly improved outcomes in terms of user experience whilst maintaining high security standards.
We believe that realising our ambition to create a new global standard in authentication and significantly mitigate global counterfeiting will be underpinned by the people at the heart of the business. As the business grows, we will continue to resource our team to support the expanding Group. We have an incredible depth of expertise across the Company and see a clear pathway to develop and evolve this further.
Strategy and growth
Our strategy for growth is focused on driving organic growth to address the $2.8 trillion of lost revenue through global counterfeiting, with an initial focus on the tax stamp industry but a broadening number of verticals as we finished the year.
Our organic growth strategy remains unchanged and is underpinned by a number of key strengths:
• Secure technology means it is practically impossible to replicate Q-IDs using even the most advanced available technology. Q-ID harnesses the randomness that is inherent at nanometre length scales; the atomic composition of molecules and how the interaction between molecules depends on their proximity. The sheer volume and variation of the interactions that occur at nanoscale means that there is a virtually infinite number of combinations that can be created.
• The Company’s commercialisation drive is based on a “design and licence” model where Quantum Base will initially work with a customer to establish their needs, design the most suitable application for their products and then licence its technology on a project specific basis. We added a new framework contract during the year and have further discussions with a number of potential new clients across a range of sectors.
• Proven and protected technology whereby Q-ID technology and its application processes have undergone rigorous adversarial and competitive testing from the two existing printing partners and from various other potential clients. In particular, in order to secure the first framework contract, Q-ID was subject to significant external adversarial testing on prototype tax stamps; Quantum Base’s authentication app correctly identified all counterfeit tax stamps. This is allied to a broad patent portfolio protecting the intellectual property surrounding Q-ID.
• Technology development enables us to extend our advantage in the markets in which we operate and lay the groundwork for broader expansion into new verticals. This work has included advances in the ease and speed of integration to enable new clients to onboard more quickly. The launch of the V2 App will further accelerate our speed to market and client implementation alongside the improved user experience. We also continue to explore other areas of quantum security including a quantum random number generator (Q-RAND) alongside new materials and applications.
Environmental, social and governance
The Company conducts its enterprise in a responsible manner, treating its business partners and employees fairly and respectfully, understanding the importance of restricting the negative impacts of its operations on the environment, and promoting those principles in its business relationships.
The Company emphasises its commitment to sustainability, employee welfare and development, diversity, equal opportunities, reducing waste and supporting charitable initiatives. The Company operates in an ethical manner across the jurisdictions in which it does business.
Board and governance
I was appointed to the Board as Chair in February 2024 to support the Company through IPO and as a quoted company on AIM. Lucy Tarleton and Adrian Collins joined the Board as Independent Non-Executive Directors at Admission. I was delighted that Phillip Speed joined us in July 2025. As a Co-Founder of the business, Phillip brought excellent insight into the wider marketplace. He stepped down from the Board on 18 August 2026, and I would like to thank him for his contribution.
The Board has extensive experience of a broad range of market conditions and of rapid strategic growth. I am pleased to have such diverse knowledge and expertise around the Board table.
As Chair, it is my responsibility to ensure that Quantum Base has both sound corporate governance and an effective Board. Since the Company was admitted to AIM, we have chosen to adopt the Quoted Companies Alliance’s Corporate Governance Code, (the “QCA Code”), to the extent it is appropriate, having regard to the Company’s size, Board structure, stage of development and resources.
To meet the requirements of the QCA Code, the Board has implemented new structures and processes to improve corporate governance across the Group. We are committed to continuing to evolve and develop these in line with corporate governance best practices.
Outlook
We will maintain our focus on the security printing industry as we continue to build on our competitive technological advantage but are very mindful of the opportunities elsewhere across many verticals, both directly and indirectly.
Quantum Base works closely with its clients to help them deliver better experiences and outcomes for them and their customers. We see continuing growth in the global counterfeiting market and believe this is a major and long-term trend which we can address through our Q-ID solution. With the funds from the funding round in December 2025, we have continued to invest selectively into our core operations and are now well positioned to support this ambition, as we expand into new regions, industries and capabilities.
FY26 was an important year for the Group, as we continued to develop the product and make commercial progress to underpin the long-term growth of the business. On behalf of the Board, I would like to thank everyone in the team who has contributed to delivering products and solutions to our clients and also those who have supported them.
Our aspiration is that global counterfeiting can be significantly reduced through the use of Q-IDs, creating a new global standard in security. The market opportunity is huge and we look forward to reporting on further progress over the coming year.
“Our aspiration is that global counterfeiting can be significantly reduced through the use of Q-IDs, creating a new global standard in security.”
Mark Fahy
Non-Executive Chair
27 October 2026
Chief Executive Officer’s Statement
Review of the year ended 30 April 2026
FY26 marked a further step in Quantum Base’s move from technology development towards commercial delivery. Revenue rose to £0.47 million from £0.02 million in FY25 and the Group added a second customer in a distinct end market. During the year and since the year end, the Group also made substantial progress in strengthening the foundations for commercial scale-up, including improvements to the product, expanded technical and commercial capability, shorter print-trial and onboarding times, and more structured processes for managing and converting opportunities.
Our strategy remains centred on a design-and-licence model. We work with customers and commercial partners to understand their authentication requirements, adapt Q-ID to their products and production processes, and license the technology for deployment. This approach gives Quantum Base access to established manufacturing capabilities and customer channels while preserving ownership and control of our core science, software and intellectual property.
The year also underlined the work still required. Sales cycles in our markets can be lengthy, particularly where customers must complete technical evaluation, print trials, equipment changes and internal approvals before deployment. Our response has been to sharpen commercial focus, improve the route from first engagement to implementation, and direct technical development towards speeding up the implementation of our technology.
Commercial progress
Customer #1, a major international security printer, remained central to commercial delivery during the year. The programme included government tax-stamp applications, further product functionality and broader smartphone support. It has given the Group valuable experience of integrating Q-ID into established security-printing processes and of meeting the operational requirements of a large industry partner.
In November 2025, the Group entered into a long-term agreement with Customer #2, which is developing a global platform for the registration, authentication and provenance of works of art. The agreement took Q-ID into a new market where the secure link between a physical asset and its digital ownership record is fundamental. It also demonstrated the relevance of the Group’s technology beyond security printing and government documents.
Having two contracted customers is an early but meaningful commercial base. More importantly, the two programmes address different end markets and customer needs, providing evidence that the same core technology can be adapted to a range of authentication applications. The priority now is to turn that proof into a wider customer portfolio and a more durable revenue base.
Pipeline conversion has, at present, not materialised to secured contracts albeit many opportunities exist and are being pursued. Prospective customers often need to complete technical evaluation, print trials, production-equipment assessment and contract negotiation before committing to deployment.
To shorten sales cycles, the Group invested in commercial and project-management capability and improved the processes used to assess samples, run print trials and move prospective customers towards deployment. The results achieved after the year end in relation to this work are described below.
Technology and product development
During the year, the Group invested in the further development and commercial readiness of the Q-ID platform. This included Q-ID Scanner 2.0, the next generation of its smartphone authentication application, together with work on device compatibility, authentication algorithms, image processing, ink formulations and printing applications. The programme had a clear objective: to make the technology faster, easier to use and easier to integrate.
The software team improved the algorithms used to process smartphone images and authenticate Q-IDs, addressing issues such as perspective, glare, rotation, pattern matching, variable image quality and variety amongst smartphone devices. Work also targeted faster processing without compromising the security and reliability of the authentication decision. More systematic device testing and product-release processes now support that development.
Alongside software, the materials programme advanced ink durability, shelf life, colour range, substrate compatibility and printing methods. The objective is to give customers greater flexibility in how Q-ID is incorporated into their products while reducing the time required to prepare, print and assess samples.
The Group also strengthened the infrastructure around print trials and customer onboarding. Better-defined testing, validation and project-delivery processes are reducing dependence on manual technical intervention and making each new implementation faster and more repeatable. This is a key part of translating a strong technology platform into a scalable commercial proposition.
The intellectual-property portfolio also progressed during the year. Further United Kingdom patents were granted or reached the intention-to-grant stage across elements of the Group’s authentication and security technologies. International protection is assessed selectively, balancing commercial relevance with the cost of securing and maintaining rights.
Capitalised development expenditure was £1.6 million, compared with £0.8 million in FY25, reflecting sustained investment in the development and commercial readiness of the Group’s technologies and the first-time capitalisation of qualifying internal development staff costs in FY26.
People and operational capability
Average employee numbers, excluding directors, increased from 11 to 16 during the year, with 17 employees at 30 April 2026. The enlarged team added capability across materials science, software and authentication, product development, commercial delivery and operational support, reflecting the changing needs of a business progressing from technology development towards customer implementation and commercial scale-up.
The shape of the organisation is now better aligned with the full customer journey. Scientific and software expertise remains at the heart of the Group, but it is increasingly supported by commercial, project-management and operational capability. Clearer ownership and closer coordination across those functions are helping the Group move opportunities through print trial, technical validation and deployment with greater discipline.
This investment gives Quantum Base a stronger base from which to support existing programmes and pursue new customers. Management remains focused on matching resources to the opportunities most likely to generate sustainable revenue and on maintaining appropriate cost discipline as the business develops.
Advances in AI within software development have helped the software team accelerate product development. This has enabled us to reduce reliance on external contractors and hire fewer full-time staff than expected in the software team. We are also seeing productivity gains from these tools across the organisation.
Fundraise and financial resources
In December 2025, the Company completed an equity fundraise that raised gross proceeds of approximately
£4.3 million. The proceeds increased the resources available for product development, commercial activity, customer delivery and the expansion of the team.
The Group ended the year with cash and cash equivalents of £3.1 million, compared with £2.2 million at 30 April 2025. The increase reflected the fundraise, partly offset by operating cash outflows and investment in development and commercialisation.
Management is deploying those resources with a clear focus on customer delivery, pipeline conversion and the technical work needed to support broader adoption. The timing and value of new contracts remain difficult to forecast, particularly while customers undertake evaluation and adapt their production processes, and this reinforces the need for disciplined expenditure and active prioritisation.
Progress since 30 April 2026
Activity since the year end has focused on accelerating the path from initial customer engagement through technical validation and implementation. The Android release programme for the v2.0 Q-ID smartphone authentication application has broadened the range of compatible handset models and generated further data to refine authentication performance, usability and device onboarding. The Group has also reduced typical print-trial turnaround from approximately four to six weeks to two to three days and programme onboarding from approximately three to four months to three to four weeks, strengthening its ability to support a larger commercial pipeline and move opportunities more efficiently towards deployment.
Commercial activity has remained focused on security printing, secure documents, pharmaceuticals and brand protection. A larger demand-generation function is now supporting that effort through priority-account engagement, industry activity and new customer-facing materials. Together with faster print trials, shorter onboarding times and more structured commercial processes, this provides a stronger platform for turning the opportunity base into contracted revenue. Opportunities remain subject to technical evaluation, customer approval and contract negotiation.
Going concern
The Group incurred losses and cash outflows during the year as it invested in commercialisation, product development and operating capability.
The Board has undertaken a detailed review of the Group’s forecasts, costs and funding, requirements, including downside sensitivities and potential mitigating actions, covering a period of at least twelve months from the date of approval of the financial statements. The Group remains at an early stage of commercialisation and only a limited proportion of forecast revenue is presently contractually committed. These conditions give rise to a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern.
Notwithstanding this material uncertainty, the Directors consider the going-concern basis of preparation appropriate, having regard to the Group’s current resources, forecast funding requirements and the mitigating actions available. Further information is provided in Note 1.3 to the financial statements.
Outlook
Quantum Base enters FY27 with two contracted customers in distinct end markets, a broader team and a technology platform that is increasingly ready for wider commercial deployment. The opportunity is significant, but the next stage of value creation depends on converting technical credibility and customer interest into a larger portfolio of contracted customers and recurring revenues.
Our priorities for FY27 are clear:
• expand the customer base and convert suitable opportunities from the commercial pipeline;
• deliver the agreed programmes for existing customers and progress implementation of the Customer #2 agreement;
• shorten and standardise print trials, technical validation and customer onboarding;
• broaden smartphone compatibility and strengthen authentication performance; and
• maintain disciplined control over expenditure and cash resources.
Security printing and government documents remain the priority target markets, while the Customer #2 agreement has shown how the technology can address applications where authenticity, ownership and provenance are critical. The same core capabilities are relevant to pharmaceuticals, brand protection and other markets where customers need a secure, smartphone-based connection between a physical product and its verified identity.
FY26 strengthened the foundations of the business. The objective for FY27 is to convert those foundations into visible commercial momentum and a more sustainable revenue profile.
Thomas Taylor
Chief Executive Officer
27 October 2026
Strategic Report – Principal Activities
Principal activities
Quantum Base Holdings plc is a public limited company incorporated and domiciled in England and Wales. The Group is engaged in the research, development and commercialisation of quantum-based authentication and anti-counterfeiting technologies. Its core innovation, Q-ID, provides unique, non-replicable optical identifiers that can be read using a standard smartphone to verify the authenticity of products and documents.
The Group’s business model is based on designing and licensing its proprietary technologies through partnerships with commercial printing and security providers, enabling customers to integrate Q-ID and related solutions into existing production and verification processes. The Group’s corporate head office is located in London, with its principal research and development activities undertaken at Lancaster University.
Business model
Quantum Base’s commercial approach is based on a design-and-licence model, through which the Group works with security printing and manufacturing partners to integrate its proprietary Q-ID quantum authentication technology into their products and processes.
Under this model, Quantum Base collaborates with customers to assess their anti-counterfeiting and brand-protection requirements, designs a Q-ID solution tailored to their materials and production methods, and then licenses the technology for deployment. The Group’s customers are primarily security printers and product-manufacturing partners who can embed Q-ID identifiers within existing print or packaging workflows.
The Q-ID technology produces unique, non-replicable optical quantum signatures that can be authenticated instantly using a standard smartphone, allowing manufacturers, retailers and consumers to verify the authenticity of goods anywhere in the world.
This approach provides a scalable route to commercialisation, enabling Quantum Base to generate income from licence fees and future royalty or service revenues, while its partners gain access to next-generation, low-cost, and smartphone-readable authentication solutions that enhance trust and transparency across global supply chains.
Key Strengths
Quantum Base’s technology and business are built upon a number of core strengths that differentiate the Group within the global authentication and anti-counterfeiting market.
Proprietary quantum technology
The Group’s Q-ID platform uses patented nanomaterials that exploit the fundamental randomness of quantum mechanics to create identifiers that are physically unclonable and unique. Each Q-ID mark contains a natural quantum signature that cannot be copied or simulated, providing an unrivalled level of security compared with conventional optical or digital codes. The Group has also developed Q-RAND®, a nanoscale quantum random number generator which, like Q-ID, draws on the fundamental randomness of quantum mechanics, and which has reached prototype stage.
Smartphone-readable verification
Unlike traditional authentication technologies that require specialist readers or laboratory analysis, Q-ID tags can be verified instantly using a standard smartphone camera and app interface. This feature enables mass-market scalability and easy adoption across diverse industries and supply chains.
Scalable, low-cost manufacturing
Q-ID can be applied using existing high-speed printing or coating techniques, allowing the technology to be integrated within established commercial printing and packaging processes without major capital expenditure. This makes the solution cost-effective at volume and suitable for global deployment.
Partnership-driven route to market
The Group’s design-and-licence model enables collaboration with established security printers, materials producers and brand owners who already serve regulated or high-value sectors such as pharmaceuticals, luxury goods, and document security. These partnerships provide a rapid route to commercialisation and recurring revenue.
Strong intellectual-property position
Quantum Base holds a portfolio of granted patents and trademark registrations protecting its core quantum-security inventions and the Q-ID brand. This IP base underpins the Group’s competitive advantage and supports future commercial partnerships and licensing activity.
Strategic Report – Financial Review
Revenue
The Group increased revenues by £0.45 million to £0.47 million (2025: £0.02 million) from the commercial agreements with our security-printing partner and with our customer building a global art platform.
Operating performance
Administrative expenses decreased by £2.4 million to £2.8 million (2025: £5.2 million), reflecting share-based payment charges being £2.7 million lower and listing costs not repeated (£0.9 million), partly offset by approximately £0.2 million higher staff costs (after capitalisation of internal development staff costs) and
£1.1 million higher other administrative costs.
Staff costs excluding share-based-payment charges recognised in administrative expenses increased by
£0.2 million to £0.9 million (2025: £0.7 million), after capitalising approximately £0.8 million of qualifying internal development staff costs. Average employee numbers, including directors, increased from 15 to 23 as the Group expanded its technical, commercial and operational capabilities.
Directors’ remuneration increased by £150,000 to £612,000 (2025: £462,000). The FY25 amount included
£292,000 of gains on the exercise of share options. Excluding those gains, underlying directors’ remuneration increased by £442,000 from £170,000 in FY25 to £612,000 in FY26. The increase principally reflected the full-year effect of the Board remuneration arrangements introduced around the Company’s admission to AIM in April 2025, compared with only a limited charge in FY25, together with the appointment of an additional director during FY26.
Other administrative expenses increased as the Group expanded the professional, governance, commercial and technology infrastructure required to support its growth and operation as an AIM quoted company. The increase principally related to consultancy and professional support, audit and accountancy, company secretarial, nominated adviser, broker and legal costs, marketing, IT, travel and other business-development expenditure. These costs reflected the broader operational requirements of progressing commercial opportunities, supporting customer delivery and maintaining the governance and reporting framework of a listed company.
Depreciation, amortisation and impairment increased by £194,000 to £372,000 (2025: £178,000). This increase was primarily driven by higher amortisation of £351,000 (2025: £106,000), reflecting growth in the Group’s intangible asset base from prior and current-year development activity, and higher depreciation of £73,000 (2025: £4,000) reflecting investment in property, plant and equipment.
The operating loss decreased by £2.7 million to £2.4 million (2025: £5.1 million), principally reflecting lower share-based payment charges, the absence of prior-year listing costs and the first-time capitalisation of qualifying internal development staff costs in FY26, partly offset by higher underlying staff and other operating costs. After net finance income of £12,000, the loss before tax decreased by £2.7 million to £2.4 million (2025:
£5.1 million). Following recognition of a tax credit of £0.4 million (2025: £0.3 million), the loss after tax decreased by £2.9 million to £2.0 million (2025: £4.8 million).
Cash flow and liquidity
Net cash used in operating activities was £1.3 million (2025: £2.2 million). The lower operating cash outflow reflected a favourable £0.8 million year-on-year movement in trade and other receivables, an R&D tax credit receipt of £0.3 million and the classification of £0.8 million of internally generated development expenditure within investing activities, partly offset by the Group’s higher underlying operating cost base.
During the year, the Group received gross proceeds of £4.3 million from the December 2025 fundraise and incurred issue costs of £0.4 million. Net investing cash outflows were £1.7 million, principally comprising
£0.8 million of internally generated development expenditure, £0.8 million of purchases of intangible assets and £0.1 million of property, plant and equipment. As a result, cash and cash equivalents increased to £3.1 million at 30 April 2026 (2025: £2.2 million), providing the Group with additional resources to support its ongoing development and commercialisation plans.
Performance metrics
The Board monitors a range of financial and operational metrics to assess the Group’s progress.
The measures presented below are those that the Board considers most relevant to understanding the Group’s performance and position during the period, focusing on revenue growth, operating performance, cash resources and investment in development activities as key indicators of early-stage progress.
Given that the Company was admitted to AIM in April 2025 and it is still at an early stage of development, these metrics provide a proportionate and meaningful basis for understanding performance and for establishing a consistent baseline for future reporting. They will form the foundation of a formal KPI framework to be developed further as the Group’s operations and trading history mature.
The following tables summarise the Group’s key financial and operational metrics for the year ended 30 April 2026:
|
Operational metric |
FY26 |
FY25 |
Performance commentary |
|
Customers
Average employees |
2
23 |
1
15 |
The Group had two commercial customers during FY26, compared with one in the prior year. The increase reflected the addition of a customer developing a global art platform, alongside continued work with the Group’s security-printing partner. Average employee numbers (inclusive of Directors) |
|
|
|
|
increased from 15 to 23 as the Group selectively expanded its technical, commercial and operational capabilities to support product development, customer delivery and commercialisation. |
|
Financial metric |
FY26 |
FY25 |
Performance commentary |
|
Revenue (£’000)
Loss before taxation (£’000) |
471
(2,380) |
18
(5,116) |
The increase reflected continued revenue from the Group’s security-printing partner and the addition of a second customer developing a global art platform. The improvement principally reflected lower |
|
Adjusted EBITDA (£’000) |
(1,913) |
(1,313) |
share-based payments, the absence of FY25 listing costs and the capitalisation of qualifying internal development staff costs, partly offset by increased staff and other operating costs as the Group expanded. The increased loss reflected expansion of the Group’s |
|
Cash and cash equivalents (£’000) |
3,057 |
2,234 |
staff and broader commercial, governance and operating infrastructure to support development and commercialisation, partly offset by higher revenue and the capitalisation of qualifying internal development staff costs. The increase principally reflected the December |
|
Development costs capitalised (£’000) |
1,574 |
761 |
2025 fundraise, which raised gross proceeds of £4.3 million, partly offset by operating cash outflows and continued investment in development and commercialisation activities. Capitalised development expenditure increased |
|
|
|
|
materially as the Group continued to invest in Q-ID development and, in FY26, capitalised qualifying internal staff development costs in addition to external development expenditure.
|
Strategic Report - Principal Risks And Uncertainties
The Group’s activities expose it to a variety of business risks typical of early-stage technology companies. The Board periodically reviews these risks and the effectiveness of the systems and controls established to manage them.
Early-stage risk and customer concentration
While the science and technology behind Q-ID has been developed over several years, the product remains at an early stage of commercialisation. The Company’s first major customer contract was signed in October 2024, and the second customer contract was signed in November 2025. At 30 April 2026, the Group has contractual relationships with two customers.
The CEO’s statement outlines the ongoing commercial activities aimed at developing new revenue-generating opportunities. However, at this stage of the Group’s development there remains relatively low revenue visibility and a high degree of dependence on early customer adoption.
Research and development
The Group continues to invest in the development of its Q-ID products and associated technologies. This carries the risk that certain projects may not deliver the expected technical or commercial outcomes.
Note 15 to the financial statements provides details of the Group’s intangible assets. During the year ended 30 April 2026, the Group continued to invest significant time and resources in developing its technology with
£1.6 million of development costs capitalised (2025: £0.8 million) and a further £0.1 million in associated patents and licences (2025: £0.2 million), both of which are expected to generate and protect future revenues. There was a £52,000 reversal of prior-year impairment and no impairment write-down in the year (2025: £68,000 write-down).
People risk
The Group employs a small team of highly specialised technical and commercial staff, each of whom plays a key role. The loss of any such individual could have a material impact on operations.
Quantum Base mitigates this risk through competitive remuneration and benefits and by providing an all-employee share incentive plan to strengthen employee retention and align employees with long-term shareholder value creation.
Information technology and cyber risk
In delivering Q-ID products and services, the Group handles sensitive client data and depends on uninterrupted system availability. Any data breach or significant outage could cause reputational damage and financial loss.
The Group works with established reputable technology providers and maintains appropriate security measures, including multi-factor authentication and regular systems reviews.
Intellectual property risk
The Group’s value is closely tied to its portfolio of patents, trademarks, copyright, design registrations and proprietary know-how. Intellectual property protection is inherently limited, and enforcement may be costly or difficult. The Group engages experienced patent attorneys to maintain and strengthen its IP portfolio and to monitor potential infringements.
Liquidity and going-concern risk
The Group’s ability to deliver its strategic objectives depends on maintaining adequate funding and working-capital headroom. At 30 April 2026, the Group held £3.1 million of cash and cash equivalents. The Directors have considered detailed forecasts covering at least twelve months from the approval of these financial statements, including forecast revenues, funding requirements, downside sensitivities and potential mitigating actions.
However, as the Group remains at an early stage of commercialisation, a material uncertainty exists due to the limited proportion of contractually committed revenues. Potential shortfalls could arise if expected customer receipts or funding initiatives are delayed or do not materialise as planned. To mitigate this risk, the Directors consider a range of actions, including control of discretionary expenditure, seeking grant or collaborative-project funding and raising additional equity.
While the Directors remain confident that the necessary funding will be secured as required, these conditions represent a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. Further detail is provided in Note 1.3 to the financial statements.
Strategic Report - S172 Statement
The Board makes a conscious effort to try and understand the interests of our stakeholders, and to reflect them in the choices we make in creating long-term sustainable success for the business.
This section serves as our s172 statement and should be read in conjunction with the Strategic Report and the Company’s Corporate Governance Statement. s172 of the Companies Act 2006 (CA) requires the Directors to act in a way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole, taking into account the following factors (among others) listed in s172:
- the likely consequences of any decision in the long term: The Group’s outlook is set out in the Chief Executive Officer’s Statement on pages 8 to 11. Associated risks are highlighted throughout the Strategic Report.
- the interests of the Group’s employees: Our employees are fundamental to us achieving our long-term strategic objectives. Employee well-being and development is a strategic priority for the business and this is reflected in a remuneration policy that seeks to ensure that employees are aligned with the strategic goals of the business and are appropriately rewarded for success.
- the need to foster the Group’s business relations with suppliers, customers and others: As a growing business, successful and effective engagement with customers and suppliers is paramount to meeting our strategic objectives. Senior management engages in regular meetings with key stakeholders through a variety of channels to promote the building of long-term relationships.
- the impact of the Group’s actions on the community and the environment: The Group operates honestly and transparently. We consider the impact of our day-to-day operations on the environment and how we can minimise this.
- the Group’s reputation for high standards of business conduct: Our intention is to behave in a responsible manner, operating to high standards of business conduct and good corporate governance, as highlighted in the Corporate Governance Statement on pages 19 to 35.
- the need to act fairly between members of the Company: The Directors recognise that members have different views and objectives. Quantum Base engages in active communications with shareholders as detailed in the Corporate Governance Statement on pages 20 to 24.
The position of the Group at the year end
At 30 April 2026, the Group had total assets of £6.6 million (2025: £4.5 million), including £3.1 million (2025:
£2.2 million) of cash and cash equivalents, and net assets of £6.0 million (2025: £4.0 million). The increase in net assets of £2.0 million is largely a reflection of the successful December 2025 equity funding of £3.9 million net offsetting the net loss after tax of £2.0 million. The Directors believe that this strengthened balance sheet, together with the Group’s developing commercial revenues from its Q-ID technology, provides an appropriate platform for delivery of its strategic objectives in the coming financial year.
The Strategic Report on pages 12 to 18 was approved by the Board on 27 October 2026 and signed on its behalf by:
Thomas Taylor
Chief Executive Officer
Date: 27 October 2026
Corporate Governance - Board of Directors
MARK JOSEPH FAHY
(Independent Non-Executive Chairman, aged 53)
Mr Fahy joined the Board on 13 February 2024. He has worked in the City of London for most of his career initially as an institutional fund manager and then for 14 years as the London Stock Exchange’s Head of UK Small and Mid-Cap Companies. He has significant experience in supporting companies through the process of floating on both AIM and the official list of the FCA.
THOMAS (“TOM”) ROBERT TAYLOR
(Chief Executive Officer, aged 39)
Mr Taylor joined the Board on 5 September 2024 having joined the Company as Chief Commercial Officer in January 2024. He previously fulfilled a number of management roles at Made Tech Group plc before and after its AIM flotation including as Head of Sales and Central Government working with clients including HMRC, the Ministry of Justice, the Home Office, the Met Office and the DVLA. Having originally been one of the founders of a ticketing agency in his native New Zealand, he fulfilled a number of software related roles before joining Made Tech Group plc.
ROBERT JAMES YOUNG
(Chief Scientific Officer, aged 46)
Professor Young joined the Board on 10 March 2020 having been a director of the Company’s subsidiary QBL since 15 August 2014 as one of the founders. He holds a master’s degree in physics from the University of Oxford and a PhD in Physics from the University of Cambridge. Having been a research scientist at Toshiba Research Europe and the Tyndall National Institute, he joined Lancaster University in 2009 and was appointed as a professor in 2017 having also been a director of the Lancaster Quantum Technology Centre.
LUCY CONSTANCE TARLETON
(Senior Independent Non-Executive Director, aged 48)
Having graduated from Durham University with a degree in Modern Languages, Ms Tarleton qualified as a Chartered Accountant with PricewaterhouseCoopers before becoming a manager in that firm’s Capital Markets Group and a corporate finance manager at Smith and Williamson. She spent four years in the London Stock Exchange’s UK Equity Primary Markets team and then six years as a Director in PricewaterhouseCoopers’ Capital Markets Group and was subsequently a director of financial operations and strategy at consultants CFPro.
ADRIAN JOHN REGINALD COLLINS
(Independent Non-Executive Director, aged 72)
Mr Collins has extensive experience in the fund management business having held senior roles at Gartmore, where he was Managing Director, Trustnet, Jupiter, Bestinvest and Lazard Investors. He was the executive chairman of Liontrust Asset Management from 2009 to 2019. Mr Collins is an experienced non-executive director and currently has non-executive roles on the boards of LSL Property Services PLC and Logistics Development Group plc.
PHILLIP SPEED
(Non-Executive Director, aged 59)
Mr Speed co-founded Quantum Base alongside Professor Young in 2013 and served as CEO and Director of the Company until October 2023. Alongside this fundamental role in the foundation and expansion of Quantum Base, He has substantial expertise in project management, sales and marketing, new technology, business growth, and start-ups, which has been cultivated over a 30-year career. His previous roles include Head of Retail for NTL (now Virgin Media), Business Manager Enterprise Telephony for Stratus Technologies, and Founder and Managing Director of Kuiper Systems. Mr Speed joined the Board on 28 July 2025 and resigned on 18 August 2026.
Corporate Governance - Corporate Governance Statement
The Directors recognise the importance of high standards of corporate governance. Following the Company’s Admission to AIM in April 2025, the Board has adopted the 2023 Quoted Companies Alliance Corporate Governance Code (“QCA Code”).
The Board believes that Quantum Base’s success depends on a strong governance framework and has established high standards since inception. The Board regularly reviews its composition and skills to ensure adherence to the ten QCA principles, as appropriate to the size and nature of the business. Further details will be made available on the Company’s website at investors.quantumbase.com/governance/.
Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders
Quantum Base’s purpose is to commercialise scientifically proven quantum-security technologies that establish a new global standard in authentication. Its core mission is to deploy the proprietary Q-ID technology, which uses the randomness of quantum mechanics to create unique, non-replicable identities, to combat counterfeiting and protect brands, governments and consumers.
This purpose underpins the Group’s strategy and business model, both designed to deliver sustainable, long-term shareholder value through scientific leadership, commercial scalability and disciplined governance.
The Group’s strategy is focused on:
• Commercial deployment of Q-ID in the global security-printing market, initially in government tax-stamp and excise-duty programmes.
• A design-and-licence model in which Quantum Base designs customer-specific applications and licenses them to partners under framework agreements, supporting scalability, efficiency and recurring revenue.
• Partnership-led growth through long-term collaborations with international security printers and technology integrators.
• Continued innovation and IP development to strengthen its technological lead.
• Embedding the QCA Code to maintain robust oversight, risk management and stakeholder engagement. Quantum Base operates an asset-light, licensing-driven model:
• Developing and protecting its quantum-security IP through ongoing R&D and patent filings.
• Partnering with manufacturers who pay design, set-up and recurring licence or royalty fees linked to production volumes.
• Scaling rapidly with limited capital expenditure while maintaining control of core technology.
• Designed to generate high-margin, recurring income streams to fund future innovations such as Q-RAND®, a quantum random number generator.
The Board believes this strategy promotes enduring shareholder value by:
• Addressing global counterfeiting, estimated to cost businesses and tax authorities over $2.8 trillion in lost revenue annually.
• Building a scalable, defensible IP position through patents and trademarks.
• Creating recurring licence income that compounds as partnerships expand.
• Upholding strong governance and ethical standards that strengthen stakeholder confidence.
The Board reviews the Group’s strategy regularly to ensure that it continues to align with its purpose and values, remains responsive to technological and market developments, and supports long-term shareholder value creation.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Group recognises its responsibility to employees and wider stakeholders. The Board promotes a culture of integrity, honesty, trust and respect, with all staff expected to act ethically in all dealings.
Policies in the employee handbook (including whistleblowing, social-media, and anti-bribery and corruption) reinforce these standards and embed the desired culture across the business. The Board is responsible for ensuring that these values guide the Group’s objectives and strategy.
Culture is led from the top and remains a regular Board agenda item, reflecting its importance to the Group’s long-term success.
Principle 3: Seek to understand and meet shareholder needs and expectations
The Board is committed to open, transparent communication with shareholders through Regulatory News Service announcements, annual and half-year reports, investor presentations and meetings. Contact details for investor engagement are provided on the Company’s website at investors.quantumbase.com/contact-us/, and shareholders are encouraged to attend the Annual General Meeting to engage directly with the Board.
The Chair, Chief Executive and other Directors hold periodic meetings with current and potential investors, supported by the Company’s nominated adviser, broker and financial-public-relations advisers. These meetings allow discussion of performance and strategy following results announcements and at other appropriate times, ensuring that key messages are clearly understood and accurately conveyed.
The Board considers feedback from shareholders, both directly and through its advisers, when evaluating strategy and governance, helping to ensure continuing alignment with shareholder expectations and long-term value creation.
Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
The Board recognises that the Group’s long-term success depends on constructive relationships with employees, customers, suppliers, advisers, regulators and the wider community. Regular updates on stakeholder engagement ensure their interests are reflected in decision-making and strategy.
The Group conducts its business responsibly and sustainably, promoting diversity, equal opportunity and wellbeing, and seeking to minimise environmental impact while encouraging similar standards among partners and suppliers. Social and environmental responsibilities are integral to the Group’s purpose and strategy and will be monitored as the business grows.
Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
The Board has overall responsibility for the Group’s system of risk management and internal controls, designed to safeguard shareholders’ interests and assets by identifying, assessing and mitigating principal risks to strategic objectives. These procedures are intended to manage, not eliminate, risk and provide reasonable assurance against material misstatement or loss. Further details of principal risks are provided in the Strategic Report on pages 16 to 17 and the Group’s financial-risk policies in note 21 to the financial statements.
The Audit Committee - constituted on Admission and chaired by Lucy Tarleton, with Mark Fahy and Adrian Collins as members - supports the Board in monitoring these controls and the relationship with the external auditor. The Committee meets at least twice a year, and its Chair has recent relevant financial and commercial experience. Its terms of reference reflect current best practice, including authority to recommend auditor appointment or removal, review independence and non-audit services, and obtain information or professional advice at the Group’s expense where necessary.
The Board will conduct a formal annual review of risk-management and control systems. The first detailed annual review of control systems was conducted in June 2026 and resulted in an updated Financial Reporting Procedures Manual clarifying current operating controls, documenting planned enhancements and assigning follow-up actions to strengthen the Group’s financial reporting, governance and internal control framework.
The first risk review was conducted in June 2026 and resulted in an updated risk register covering the Group’s principal strategic, financial, operational, compliance and reporting risks. The review identified existing mitigating controls, together with a number of practical enhancements and follow-up actions for management, with progress to be monitored by the Board. Given the Group’s current size and existing safeguards, a separate internal-audit function is not considered necessary at this stage.
The Group maintains high standards of business conduct. In line with the UK Bribery Act 2010, it operates a zero-tolerance approach to bribery and corruption and maintains whistleblowing and share-dealing policies to ensure compliance with the Market Abuse Regulation and AIM Rules.
The Board and senior management continue to strengthen the control framework and assurance processes as the business grows, ensuring governance remains proportionate, effective and responsive to evolving risks.
Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair
The Board is collectively responsible for the Group’s long-term success and provides effective leadership within a framework of sound controls. The Non-Executive Chair, Mark Fahy, leads the Board and is responsible for its governance, performance and effectiveness.
The Board comprises two Executive and four Non-Executive Directors, two of whom (Lucy Tarleton and Adrian Collins) are considered independent under the QCA Code. The balance of skills and experience is appropriate for the Group’s current scale and complexity, with the Chair and Non-Executive Directors offering independent oversight and constructive challenge to management.
The Board is supported by three committees, each with clear terms of reference and a majority of independent Non-Executive Directors:
• Audit Committee: chaired by Lucy Tarleton, with Mark Fahy and Adrian Collins.
• Remuneration Committee: chaired by Mark Fahy, with Lucy Tarleton and Adrian Collins.
• Nomination Committee: chaired by Adrian Collins, with Mark Fahy and Lucy Tarleton. Phillip Speed was appointed to the Board on 28 July 2025 and resigned on 18 August 2026. Committee composition will be reviewed to ensure governance structures remain appropriate.
During the year ended 30 April 2026 a schedule of regular Board and Committee meetings was established. Comprehensive papers are circulated in advance to enable Directors to discharge their duties effectively. Attendance at formal Board and Committee meetings during the year was as follows:
|
Director |
Board |
Audit |
Rem. |
Nom. |
|
Mark Fahy |
8/8 |
2/2 |
1/1 |
1/1 |
|
Thomas Taylor |
8/8 |
– |
– |
– |
|
Robert Young |
8/8 |
– |
– |
– |
|
Lucy Tarleton |
8/8 |
2/2 |
1/1 |
1/1 |
|
Adrian Collins |
7/8 |
2/2 |
1/1 |
1/1 |
|
Phillip Speed* |
6/6 |
– |
– |
– |
|
David Broadbent** |
3/4 |
– |
– |
– |
Attendance is shown as the number of meetings attended out of the number of meetings the Director was eligible to attend.
* Phillip Speed joined the Board during the year. His attendance is shown from his first formal Board meeting on 25 September 2025. He resigned from the Board on 18 August 2026.
** David Broadbent resigned in November 2025. His attendance excludes meetings held after his resignation.
Rem. = Remuneration Committee. Nom. = Nomination Committee. A dash indicates that the Director was not a member of the relevant Committee.
Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The Board has established governance arrangements proportionate to the Group’s size and stage of development. Together with the Audit, Remuneration and Nomination Committees, each operating under formally approved terms of reference reviewed periodically by the Board, these structures provide an effective framework for oversight, accountability and decision-making.
The Chair leads the Board and ensures its effectiveness, while the Chief Executive Officer manages day-to-day operations and implements strategy. Non-Executive Directors bring independent judgement and broad experience across finance, governance and technology commercialisation, ensuring that no individual or group can exercise undue influence.
This blend of Executive and Non-Executive Directors enables objective decision-making and appropriate control of the Group’s business. The Board believes its composition currently provides a strong balance of strategic, scientific, operational and financial expertise. Director biographies outlining relevant skills and experience appear on page 19.
Directors are expected to devote sufficient time to their duties and remain well-informed about the Group’s activities and markets. The Board keeps its governance framework and collective skills under review to ensure they remain appropriate as the Group grows.
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board is committed to regular evaluation of its own performance and that of its Committees and individual Directors to ensure ongoing effectiveness and alignment with shareholder interests.
An annual performance-review process to be conducted in the year ending 30 April 2027, led by the Chair, will assess the effectiveness of the Board, its Committees and individual Directors, and review the balance of skills, experience and diversity, identifying areas for development. External evaluation will be considered as the Group matures.
The Nomination Committee will oversee the process and make recommendations on succession planning and any changes needed to maintain an effective governance framework.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Company has a formal and transparent process for setting executive remuneration and determining individual Directors’ packages. No Director is involved in deciding their own pay.
The Remuneration Committee, chaired by Mark Fahy, determines and recommends to the Board the remuneration framework for Executive Directors and senior management. The policy is designed to attract and retain high-calibre individuals while aligning reward with the delivery of strategy and long-term shareholder value.
Remuneration comprises fixed and performance-related elements, with variable pay linked to corporate and individual performance. Further details are provided in the Report of the Remuneration Committee on pages 31 to 35, which outlines the annual bonus and long-term incentive plan established to support growth objectives and embed a culture of value creation. The Committee, supported by independent external advisers, also has authority to grant share options as part of overall packages.
The Committee keeps remuneration arrangements under review to ensure they remain competitive and proportionate to the Group’s size and complexity and ensure alignment with peers. The Company intends to submit its annual remuneration report to shareholders for an advisory vote at each AGM.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The Board is committed to open, transparent communication with shareholders and other stakeholders. Key channels include the Annual Report and Accounts, interim results, Regulatory News Service announcements and updates on the Company’s website at investors.quantumbase.com.
The Annual General Meeting (“AGM”) provides an important opportunity for shareholders to engage directly with the Board, discuss performance and governance matters, and provide feedback. Details of the AGM and proposed resolutions are set out in the formal Notice of Meeting.
A summary of how the Company applies the QCA Corporate Governance Code will be made available on its website at investors.quantumbase.com/governance/, consistent with the disclosures in this Annual Report. Feedback from shareholders and stakeholders is reviewed regularly and informs the Board’s governance and strategic decision-making.
Corporate Governance - Report of the Audit Committee
Introduction
I am pleased to present the Audit Committee Report for the year ended 30 April 2026. This report explains how the Committee discharged its responsibilities during the year and up to the date of approval of the Annual Report and Financial Statements in relation to financial reporting, external audit, internal controls and risk management.
The Committee operates under written terms of reference approved by the Board which are reviewed annually. These cover the Committee’s responsibilities for monitoring the integrity of the Group’s financial statements, reviewing significant financial reporting issues and judgements, overseeing the external audit process, considering the effectiveness of internal financial controls and risk management systems, and reviewing arrangements for compliance, whistleblowing and fraud prevention.
Membership and meetings
The Committee is chaired by Lucy Tarleton. During the year, the other members of the Committee were Mark Fahy and Adrian Collins. The Committee comprises Non-Executive Directors and has recent and relevant financial and commercial experience appropriate to the Group’s size, stage of development and an AIM quoted company status.
The Board considers the Non-Executive Directors to be independent notwithstanding their shareholdings in the Company, which are not considered to be of a size or nature that would materially interfere with the exercise of their independent judgement.
The Committee met during the year as set out in the Board and Committee attendance table in the Corporate Governance Statement.
The Chief Executive Officer, Head of Finance, Finance Manager, external auditor and other advisers may be invited to attend meetings, or parts of meetings, where appropriate.
Role and responsibilities
The Committee’s principal responsibilities include:
• reviewing the integrity of the annual and interim financial statements and any significant financial reporting issues and judgements;
• reviewing the Group’s internal financial controls and risk management processes;
• overseeing the relationship with the external auditor, including audit planning, audit findings, independence, objectivity and appointment or reappointment;
• reviewing the effectiveness of the external audit process;
• considering the need for an internal audit function;
• reviewing arrangements relating to fraud, whistleblowing, anti-bribery and compliance with applicable laws and regulations; and
• reporting to the Board on matters within the Committee’s remit.
Financial reporting and significant matters considered
The Committee reviewed the financial statements for the year ended 30 April 2026 in connection with their approval and considered the significant financial reporting matters arising during the year. In doing so, the Committee considered management’s papers, challenged key judgements and assumptions, reviewed the relevant disclosures and discussed the planned audit approach with Crowe U.K. LLP.
The principal financial reporting matters considered by the Committee were:
Going concern
The Committee reviewed management’s going concern assessment, including cash flow forecasts, the Group’s funding position, expected revenues, downside sensitivities and potential mitigating actions. The Group remains at an early stage of commercialisation and the proportion of forecast revenues that is contractually committed remains limited. The Committee considered the related disclosures in the financial statements, including the material uncertainty relating to going concern, and concluded that the use of the going concern basis of preparation remained appropriate.
Revenue recognition
The Committee considered the Group’s revenue recognition for the year, including the application of IFRS 15 to the Group’s customer contracts. This included reviewing the treatment of licence fees, maintenance and support services, integration and professional services, reimbursed costs where relevant, accrued and deferred income and the recoverability of customer balances.
Capitalised development costs, patents and impairment
The Committee considered the accounting treatment for capitalised development costs, patents and other intangible assets, including the application of IAS 38 and the related impairment assessment. This included consideration of the nature of development activity, the allocation of costs to capitalised projects, useful economic lives, amortisation and indicators of impairment.
Share-based payments
The Committee reviewed the accounting treatment for share-based payments, including the Group’s restricted share awards and performance share awards granted during the year. The Committee considered the valuation approach, key assumptions and related IFRS 2 disclosures.
Related-party transactions
The Committee reviewed related party matters relevant to the financial statements, including transactions and balances involving directors, director-related entities and other related parties. The Committee considered the completeness and clarity of the related party disclosures.
Other areas of audit focus
The Committee also considered other areas discussed with the external auditor, including the Group’s lease accounting, R&D tax receivable, share capital and share issue costs arising from the December 2025 fundraise, and the continuing development of the Group’s financial control environment.
External audit
Crowe U.K. LLP acted as the Group’s external auditor for the year ended 30 April 2026.
The Committee met with Crowe on 29 April 2026 to review the audit planning report for the year ended 30 April 2026, including the proposed audit scope, timetable, materiality, key audit risks and planned deliverables. The Committee also discussed the audit approach to the key areas of judgement and audit focus, including going concern, revenue recognition, capitalised development costs, share-based payments, related-party transactions, leases, R&D tax and share capital matters.
The Audit Committee Chair also met separately with Crowe in October 2025 to discuss the FY25 audit findings before the prior-year accounts were approved and again in April 2026 to review the conduct of the prior-year audit, consider the factors that had affected audit delivery and fees, and discuss the FY26 audit fee and practical preparation improvements for the current-year audit.
The Committee reviewed the external audit arrangements for the year, including audit continuity, audit effectiveness, auditor independence and the Group’s stage of development, by considering audit planning, audit execution, communication, challenge, reporting quality and management feedback. The Committee will continue to review the external audit arrangements as part of its normal annual cycle.
The Committee reviewed and approved the external audit fee for the year ended 30 April 2026.
Auditor independence and non-audit services
The Committee reviewed the independence and objectivity of Crowe. No auditor independence issues were identified during the year.
Crowe did not provide any non-audit services to the Group during the year. The Committee will continue to monitor the provision of any non-audit services to ensure that the auditor’s independence and objectivity are safeguarded.
Internal controls and risk management
During the year and up to the date of approval of the Annual Report and Financial Statements, the Committee continued to oversee the development of the Group’s finance function, internal financial control environment and risk management framework following Admission to AIM.
As part of the continuing development of the finance function, the Group appointed a Finance Manager in September 2025 and engaged an AIM-experienced Head of Finance shortly afterwards to provide additional support to management and the Board. Following the subsequent resignation of the former CFO in November 2025, the finance function entered a transition period during which the Head of Finance role provided increased support.
Since these changes, the Group has strengthened day-to-day financial reporting, improved oversight of accounting processes and continued to develop financial controls appropriate for an AIM quoted company.
The Committee reviewed the control and reporting matters identified during the prior-year audit and considered management’s work to undertake a thorough and detailed review and update of the Group’s Financial Reporting Procedures Manual, incorporating its Financial Position and Prospects Procedures. The Group’s risk register was also substantially updated as part of this process.
By the date of approval of the Annual Report and Financial Statements, the updated Financial Reporting Procedures Manual, appendices and risk register had been reviewed by the Audit Committee Chair, recommended to the Board and approved.
The Committee recognises that the Group’s finance function, internal controls and risk management processes will continue to evolve as the business develops. The Committee will continue to monitor the embedding of the updated procedures and controls during the coming year.
Internal audit
The Group does not currently have a separate internal audit function. Given the current size and complexity of the Group, the Committee does not consider that a separate internal audit function would be proportionate at this stage. The need for an internal audit function will be kept under review as the Group develops.
Fraud, whistleblowing and compliance
The Committee reviewed the Group’s arrangements for whistleblowing, fraud prevention, anti-bribery and compliance with applicable laws and regulations. No fraud, whistleblowing, bribery or significant compliance matters were reported to the Committee during the year.
Priorities for the coming year
The Committee’s priorities for the coming year include:
• monitoring the embedding of the updated Financial Reporting Procedures Manual and related controls;
• overseeing continued development of the Group’s monthly reporting, forecasting and balance sheet review processes;
• monitoring the Group’s risk register and risk management framework;
• continuing to review the Group’s going concern position and funding requirements;
• overseeing the external audit process and considering the effectiveness of the audit; and
• keeping under review whether any additional assurance activities would be proportionate as the Group develops.
Lucy Tarleton
Audit Committee Chair
Date: 27 October 2026
Corporate Governance - Report of the Nomination Committee
Introduction
I am pleased to present the Nomination Committee Report for the year ended 30 April 2026. This report explains how the Committee discharged its responsibilities during the year in relation to Board composition, appointments, succession planning and Board effectiveness.
The Committee operates under written terms of reference approved by the Board. These cover the Committee’s responsibilities for reviewing the structure, size and composition of the Board, considering succession planning, identifying and nominating candidates for Board approval, reviewing the balance of skills, knowledge, experience and diversity on the Board, and making recommendations to the Board on matters within the Committee’s remit.
Membership and meetings
The Committee is chaired by Adrian Collins. During the year, the other members of the Committee were Mark Fahy and Lucy Tarleton.
The Committee met during the year as set out in the Board and Committee attendance table in the Corporate Governance Statement.
The Committee held its inaugural meeting following Admission to AIM on 24 July 2025.
Role and responsibilities
The Committee’s principal responsibilities include:
• reviewing the structure, size and composition of the Board, including the balance of skills, knowledge, experience and diversity;
• considering succession planning for directors and senior management;
• identifying and nominating candidates for appointment to the Board;
• considering the time commitment and potential conflicts of interest of proposed directors;
• reviewing the results of the Board performance evaluation process insofar as they relate to Board composition;
• making recommendations to the Board on the membership of Board committees; and
• reporting to the Board on matters within the Committee’s remit.
Activities during the year
The principal activity of the Committee during the year was to consider the proposed appointment of Phillip Speed as a Non-Executive Director.
The Committee considered Phillip Speed’s background, experience and expected contribution to the Board. In particular, the Committee noted his role as a co-founder of Quantum Base, his previous service as Chief Executive Officer of the business and his technical and commercial knowledge of the Group’s technology and markets.
The Committee concluded that Phillip Speed would bring relevant complementary technical and commercial knowledge to the Board and that his appointment would support the Company’s strategic objectives. The Committee also considered his availability and time commitment and noted that no conflicts of interest had been identified.
Following its review, the Committee unanimously resolved to recommend to the Board that Phillip Speed be appointed as a Non-Executive Director, subject to completion of the necessary due diligence and regulatory checks. Phillip Speed was appointed as a Non-Executive Director with effect from 28 July 2025.
No external search agency or open advertising process was used in relation to this appointment, given Phillip Speed’s existing knowledge of the Group, his prior involvement with the business and the specific technical and commercial experience sought by the Board.
Phillip Speed left the Board post-period end on 18 August 2026. The Board thanked him for his invaluable contribution to Quantum Base since he co-founded Quantum Base in 2013 and for his extensive knowledge and market insight which have been instrumental in building a robust foundation for Quantum Base’s continued growth.
Board composition, diversity and succession
The Board recognises the importance of maintaining an appropriate balance of skills, experience, independence and diversity. Appointments to the Board are made on merit and against objective criteria, while also having regard to the benefits of diversity, including diversity of background, experience, skills and perspective.
Given the current size and stage of development of the Group, the Board has not adopted formal numerical diversity targets. The Committee will continue to consider diversity and inclusion as part of future Board composition and succession planning.
During the coming year, the Committee expects to continue reviewing the composition of the Board and the skills and experience required to support the Group as it develops.
Board evaluation and effectiveness
The Committee is responsible for reviewing the results of the Board performance evaluation process insofar as they relate to Board composition.
As the Group was admitted to AIM during the prior financial year, the Committee’s work during the year focused on establishing its post-Admission governance arrangements and considering the appointment of an additional Non-Executive Director. The Committee will oversee the Board evaluation process and consider any implications for Board composition, succession planning and committee membership as part of its ongoing work.
External appointments and time commitment
The Committee considers the time commitment and any potential conflicts of interest of directors and proposed directors as part of its appointment and review processes.
No matters were identified during the year requiring specific disclosure in relation to significant external appointments or extensions of tenure.
Priorities for the coming year
The Committee’s priorities for the coming year include:
• continuing to review the balance of skills, experience and diversity on the Board;
• considering succession planning for the Board and senior management;
• overseeing the Board evaluation process and considering any implications for Board composition;
• reviewing the composition of Board committees as appropriate; and
• keeping the Committee’s own effectiveness and terms of reference under review.
Adrian Collins
Nomination Committee Chair
Date: 27 October 2026
Corporate Governance - Report of the Remuneration Committee
Annual Statement from the Chair of the Remuneration Committee
We present the Group’s second set of full year results which show another year of exceptional progress, delivered by a dedicated and expanding team. Our AIM listing gives us direct access to a larger pool of investors and provides further independence and credibility of our business.
As a listed entity, we are holding ourselves to higher levels of governance and following Listing we undertook a review of executive directors’ remuneration to ensure our practice and policies support the next phase of our growth and are aligned with prevailing good practice principles. Our largest shareholders were consulted on the proposed remuneration arrangements and we were grateful for the positive feedback received.
The Remuneration Committee took independent advice and consulted leading shareholders on remuneration proposals and we introduced an annual bonus scheme and a long-term share plan to align our senior management team and broader employee base with the ongoing success of the business. The Remuneration Committee consulted shareholders by letter dated 15 September 2025, from Mark Fahy as Remuneration Committee Chair, ahead of the advisory vote at the 2025 AGM. The letter set out the salary, bonus and LTIP proposals and invited feedback or a call. The AGM was then held on 1 December 2025, and all resolutions were passed at the AGM. This included a market standard bonus scheme which will pay out depending on performance measured over one year and a long-term incentive plan under which annual awards will be granted that may vest after three years subject to continued service and the achievement of stretching performance criteria. The Policy that was introduced after listing applied for the financial year ended 30 April 2026 and will apply for the 2027 financial year.
In line with the latest guidance from the Quoted Companies Alliance (QCA), we will have an advisory shareholder vote on our directors’ remuneration report at our AGM. I hope you will be supportive of the steps we have made to align with good corporate governance and market practice.
Directors’ Remuneration Policy
In forming our Policy, the Remuneration Committee developed key reward principles, which include:
• Pay arrangements should support our need to attract and retain employees
• Reward structures should take account of good practice and governance, and should ensure there is an appropriate balance between short- and long-term reward, and between cash and share-based remuneration
• Incentive structures should reward the successful delivery of the Group’s strategic ambition and long-term decision making
• The arrangements should be simple to understand and easy to communicate both internally and externally
• The value of packages should be positioned appropriately against market levels to ensure they are fair and competitive without being overly generous.
This section summarises our policy on directors’ remuneration, effective from 1 May 2025.
|
Element |
Operation |
Maximum opportunity |
|
Base Salary |
Salaries are usually reviewed annually and any increases are |
No maximum applies. |
|
|
normally effective from 1 May. The Remuneration Committee |
|
|
|
considers salaries in the context of an overall package with regard |
|
|
|
to market data, Group performance and individual experience and |
|
|
|
performance. Adjustments may be made at other times to reflect |
|
|
|
a change of responsibility. |
|
|
|
While there is no prescribed maximum salary or increase, rises will |
|
|
|
normally be in line with the typical range awarded (in percentage |
|
|
|
of salary terms) to the wider workforce. |
|
|
|
Larger salary increases may be awarded to take account of |
|
|
|
individual circumstances, such as where: |
|
|
|
• An Executive Director has been promoted or had a change |
|
|
|
in scope or responsibility |
|
|
|
• The Remuneration Committee sets the salary of a new hire |
|
|
|
at a discount to the market level, and a series of planned |
|
|
|
increases can be implemented in the next few years to raise |
|
|
|
it to the appropriate market position, subject to individual |
|
|
|
performance |
|
|
|
• The Remuneration Committee considers it fitting to adjust |
|
|
|
salaries to reflect a significant increase in the size or |
|
|
|
complexity of the Group. |
|
|
|
Increases may be implemented over a time period that the |
|
|
|
Remuneration Committee deems appropriate. |
|
|
Pension |
Employer contributions may be made to defined contribution |
Contributions will be no |
|
|
pension arrangements or equivalent cash allowances are paid. |
higher (in % of salary |
|
|
|
terms) than what is on |
|
|
|
offer to the general |
|
|
|
workforce. |
|
Benefits |
Benefits may include life insurance, medical cover, other |
Given it is not possible |
|
|
insurances and other market standard benefits. |
to calculate in advance |
|
|
|
the cost of all benefits, |
|
|
|
a maximum is not |
|
|
|
pre-determined. |
|
Annual bonus |
Executive Directors will have the opportunity to earn a cash bonus |
The maximum annual |
|
|
based on achieving performance criteria set by the Remuneration Committee at the start of the financial year. |
bonus opportunity is 75% of base salary. |
|
|
The performance measures applied may be financial or |
|
|
|
non-financial, corporate, divisional or individual, and in such |
|
|
|
proportions as the Remuneration Committee considers |
|
|
|
appropriate. The measures and targets take into account our short |
|
|
|
term priorities, our internal plan and market expectations. The |
|
|
|
Remuneration Committee retains discretion to modify the bonus |
|
|
|
outcome so that it is commensurate with overall business |
|
|
|
performance. |
|
|
|
The Remuneration Committee reserves the right to defer or pay |
|
|
|
the bonus in shares.
|
|
|
Long-term incentives
|
The LTIP was adopted by the Board of the Company on 1 December 2025 and includes best practice provisions including in respect of leaver terms and malus and clawback terms. Under the LTIP, performance share awards in the form of nominal cost options may be granted to Executive Directors. Performance share awards will normally vest after 3 years subject to the achievement of pre-set performance criteria and continued service. The Remuneration Committee has the discretion to amend the vesting level should any formulaic outcome not reflect its assessment of overall business performance. Market standard good and bad leaver provisions apply and awards are subject to malus and clawback provisions.
|
The maximum LTIP grant level is 75% of base salary in any financial year.
|
|
|
|
|
The contracts of Executive Directors may be terminated by either party giving 6 months’ notice.
Non-Executive Directors receive a fee for the services provided as directors of the Company and may receive additional fees for chairing committees and for other additional responsibilities. They do not participate in the annual bonus scheme or the Long-Term Incentive Plan.
Annual Report on Remuneration
During the year ended 30 April 2026 the Directors received remuneration as follows:
|
|
Salary and fees |
Benefits in kind |
Pension share |
Gain on exercise of options |
Total |
|
Directors |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Thomas Taylor |
175 |
1 |
6 |
– |
182 |
|
Robert Young |
175 |
2 |
6 |
– |
183 |
|
David Broadbent (resigned 5 November 2025) |
51 |
– |
2 |
– |
53 |
|
Mark Fahy |
80 |
– |
– |
– |
80 |
|
Lucy Tarleton |
44 |
– |
– |
– |
44 |
|
Phillip Speed (Appointed 28 July 2025, resigned 18 August 2026) |
30 |
– |
– |
– |
30 |
|
Adrian Collins |
43 |
– |
– |
– |
43 |
|
|
598 |
3 |
14 |
– |
615 |
In addition to the amounts disclosed above for Phillip Speed and Adrian Collins are £11,000 and £15,000 which arise solely from the settlement by the Group of associated liabilities. These amounts do not represent additional remuneration to the Directors and relate solely to an administrative arrangement between the Group and the directors (note 34).
During the year ended 30 April 2025 the Directors received remuneration as follows:
|
|
Salary and fees |
Benefits in kind |
Pension share |
Gain on exercise of options |
Total |
|
Directors |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Thomas Taylor |
87 |
– |
1 |
219 |
307 |
|
Robert Young |
33 |
– |
– |
– |
33 |
|
David Broadbent |
9 |
– |
– |
– |
9 |
|
Mark Fahy |
33 |
– |
– |
73 |
106 |
|
Lucy Tarleton |
4 |
– |
– |
– |
4 |
|
Adrian Collins |
3 |
– |
– |
– |
3 |
|
|
169 |
– |
1 |
292
|
462 |
The gain on exercise of share options is calculated as the difference between market price at exercise and the exercise price of the share options.
The gains on exercise shown for the year ended 30 April 2025 arose on options granted prior to Admission, under arrangements predating the Company's current remuneration policy. No Non-Executive Director held options at 30 April 2026.
Related-party disclosures in respect of arrangements with companies connected with certain Directors are set out in note 34.
Base salaries are reviewed annually, with the levels of any increases for Executive Directors taking account of the performance of the Group, individual performance, additional responsibilities and external indicators such as inflation and industry comparatives.
2026 annual bonus
The Company operated an annual bonus scheme for the year ended 30 April 2026, linked to the delivery of stretching revenue targets. Under the terms of the scheme, the Executive Directors may be eligible for annual bonuses of up to 75% of base salary, at the absolute discretion of the Remuneration Committee. Revenue for the year of £471,000 was below the range of £720,000 to £1,200,000 and therefore no bonus became payable.
Share awards
Executive Directors participate in the Quantum Base Holdings PLC Long Term Incentive Plan (LTIP). Under the LTIP, performance share awards in the form of nominal cost options have been granted to Executive Directors.
Note 28 to the financial statements discloses the share options granted by the Company under the Quantum Base Holdings plc Long Term Incentive Plan, which was adopted by the Board on 1 December 2025.
On 11 December 2025, the Company granted options over a total of 2,164,019 ordinary shares under the LTIP, all of which are intended to qualify as EMI options.
These included Performance Share Awards granted to Thomas Taylor and Robert Young with a face value equal to 75% of base salary. The options will vest subject to continued service and achieving absolute total shareholder return (TSR) targets. 25% of the award will vest for delivering 100% TSR and full vesting for hitting 200% TSR or higher based on the listing price of 23.1 pence. This equates to a share price of 46.2 pence for 100 per cent TSR and 69.3 pence for 200 per cent TSR. The options have an exercise price of £0.001 per share, being the nominal value of an ordinary share.
|
|
Date of grant |
Number of awards granted |
Face value of award (£’000) |
Vesting date |
|
Thomas Taylor |
11 December 2025 |
568,181 |
131.2 |
1 May 2028 |
|
Robert Young |
11 December 2025 |
568,181 |
131.2 |
1 May 2028 |
The number of awards was determined by reference to a share price of 23.1 pence, being the price on Admission and the basis approved by the Remuneration Committee. Face value is calculated as the number of shares under award multiplied by 23.1 pence and is stated on the basis of maximum vesting. The closing mid-market quotation on the date of grant was 22 pence. The awards are options with an exercise price equal to the nominal value of an ordinary share of £0.001.
Performance share awards vest on 1 May 2028, being the end of a three year performance period which began on 1 May 2025, the first day of the financial year following Admission and the date from which the Policy took effect. The proportion vesting is subject to continued service and to the extent to which the absolute total shareholder return targets set out above are met. The awards become exercisable on vesting.
No Non-Executive Director participated in the annual bonus scheme or the Long Term Incentive Plan during the year.
Advisers to the Committee
During the financial year ended 30 April 2026 the Committee received independent advice on remuneration policy, on the design of the annual bonus scheme and the Long Term Incentive Plan, and on the sizing of awards under the Plan, from FIT Remuneration Consultants LLP (FIT). FIT was appointed by the Committee and reports directly to it. FIT has no other connection with the Company or the Group, and the Committee is satisfied that the advice it received was objective and independent.
Implementation of Policy in 2027
Base salaries are reviewed annually, with the levels of any increases for Executive Directors taking account of the performance of the Group, individual performance, additional responsibilities and external indicators such as inflation and industry comparatives. Base salaries were increased by 5.7% and became effective from 1 May 2026 as follows:
• Thomas Taylor – £185,000 (from £175,000)
• Robert Young – £185,000 (from £175,000)
The annual bonus plan for the year ending 30 April 2027 will be based on a combination of revenue performance, accounting for 80 per cent of the award, and specific personal objectives to be agreed with the Committee, accounting for the remaining 20 per cent. The maximum opportunity remains 75 per cent of base salary for the Executive Directors. The targets and the extent of their achievement will be set out in next year's report.
The Committee intends to make a grant of performance share awards to the Executive Directors following the announcement of 2026 full year results.
The awards will continue to be based on absolute TSR targets. 25 per cent of the awards will vest for a TSR of 200 per cent, increasing on a straight line basis to full vesting for a TSR of 300 per cent or better. The base price for measurement will be 23.1 pence, being the placing price on admission. This equates to a share price of
69.3 pence for 200 per cent TSR and 92.4 pence for 300 per cent TSR.
The fees of the Non-Executive Directors are determined by the Board, with no Director participating in any decision concerning their own remuneration. There will be no increase to their fees in 2027.
Mark Fahy
Remuneration Committee Chair
Date: 27 October 2026
Directors’ Report for the year ended 30 April 2026
Principal activity
The principal activity of the group continued to be that of the development of practical, simple quantum security systems with mass market appeal.
Review of performance
A summary of Quantum Base’s business activities during the year is set out in:
• The Chairman’s Statement on pages 5 to 7
• The CEO’s Statement on pages 8 to 11
These form part of the Strategic Report and include commentary on the position of the Group at the year end, performance during the year and likely future developments. In addition, Principal Risks and Uncertainties are discussed in the Strategic Report and financial risk management objectives and policies are outlined in note 21 of the financial statements.
Results and dividends
The results for the year are set out on page 46.
No ordinary dividends were paid during the year (2025 - £nil). The directors do not recommend the payment of a final dividend.
As at the date of approval of these financial statements, the directors confirm that no agreements, undertakings or commitments have been entered into that would require or give rise to the payment of dividends in future periods.
Stakeholder engagement
Engagement with the Company’s major stakeholders is detailed in the Corporate Governance Statement and on the Company website.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were, unless otherwise stated, as follows:
R J Young M J Fahy T R Taylor A Collins
L C Tarleton
D E S Broadbent (Resigned 5 November 2025)
P Speed (Appointed 28 July 2025, resigned 18 August 2026) Biographical details are shown on page 19.
All directors are required to seek election at the next AGM.
Directors and their interests
The Directors of the Company held the following interests in the ordinary shares of the Company at the date of this report:
|
Director |
Position |
Number of ordinary shares |
|
Thomas Taylor* |
Chief Executive Officer |
4,166,275 |
|
Robert Young |
Chief Scientific Officer |
10,000,000 |
|
Mark Fahy |
Non-Executive Chairman |
743,900 |
|
Lucy Tarleton |
Non-Executive Director |
– |
|
Adrian Collins |
Non-Executive Director |
264,069 |
|
Phillip Speed (resigned 18 August 2026) |
Non-Executive Director |
8,437,200 |
* Note: The interest attributed to Thomas Taylor includes shares held by his spouse, Mrs Lucie Watson.
Share warrants
At 30 April 2026 warrants were held for the issuance of 1,281,606 ordinary shares at an exercise price of
23.1 pence. 640,803 of these warrants have an expiry date of 23 April 2028, with the remainder expiring on 23 April 2030.
Share capital structure
At the date of this report, 84,367,164 ordinary shares of £0.001 and 423,403 deferred shares of £0.04415 and one deferred share of £0.001 were in issue. Quantum Base Holdings plc ordinary shares of £0.001 have been admitted to trading on AIM, a market of the London Stock Exchange (ticker: QUBE, ISIN: GB00BTXYPJ53) since 4 April 2025.
Details of share issues and changes to the capital structure of the Company during the year are set out in note 29.
Substantial shareholdings
As far as the Company is aware, the following shareholders each had an interest of 3% or more in the issued ordinary share capital of the Company as at 26 October 2026:
|
Rank |
Investor |
% shareholding |
# shares |
|
1 |
Robert Young |
11.85% |
10,000,000 |
|
2 |
Octopus Investments Limited |
11.29% |
9,523,809 |
|
3 |
Phillip Speed |
10.00% |
8,437,200 |
|
4 |
Unicorn AIM VCT PLC |
9.49% |
8,008,657 |
|
5 |
Lancaster University |
5.13% |
4,329,004 |
|
6 |
Thomas Taylor* |
4.94% |
4,166,275 |
|
7 |
Puma AIM VCT |
4.89% |
4,125,541 |
* Note: The interest attributed to Thomas Taylor includes shares held by his spouse, Mrs Lucie Watson.
Qualifying indemnity provision
The Group has in place insurance protection, including a Directors and Officers liability policy, to cover the risk of loss when management deems it appropriate and cost effective; however, in some cases risks cannot be effectively covered by insurance and the cover in place may not be sufficient to cover the extent of potential liabilities.
Donations
The Group made no corporate or political donations during the current or prior year.
Events after the reporting period
Events after the reporting period are set out in note 33 to the Financial Statements. Likely future developments in the business are discussed in the Strategic Report.
Auditor
Crowe U.K. LLP was appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at the AGM.
Statement of disclosure to auditor
Each director in office at the date of approval of this directors’ report confirms that: a) so far as the director is aware, there is no relevant audit information of which the Company’s auditor is unaware, and b) the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
The Directors’ Report on pages 36 to 38 was approved by the Board on 27 October 2026 and signed on its behalf by:
Thomas Taylor
Chief Executive Officer
Date: 27 October 2026
Directors’ Responsibilities Statement for the year ended 30 April 2026
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group financial statements in accordance with UK-adopted International Accounting Standards and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable UK-adopted International Accounting Standards have been followed in the group financial statements, subject to any material departures disclosed and explained in the financial statements;
• state whether applicable UK Accounting Standards have been followed in the parent company financial statements, subject to any material departures disclosed and explained in the financial statements;
• assess the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
• ensure, so far as within their responsibilities, the Company’s ongoing compliance with the AIM Rules for Companies, including timely disclosure of all information required to be made public.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. The Company’s website is maintained in accordance with AIM Rule 26.
Independent Auditor’s Report to the Shareholders of Quantum Base Holdings Plc
Opinion
We have audited the financial statements of Quantum Base Holdings PLC (the “Parent Company”) and its subsidiaries (the “Group”) for the year ended 30 April 2026, which comprise:
• the Group statement of comprehensive income for the year ended 30 April 2026;
• the Group and Parent Company statements of financial position as at 30 April 2026;
• the Group and Parent Company statements of changes in equity for the year then ended;
• the Group statement of cash flows for the year then ended; and
• the notes to the Group statement of cash flows and Group financial statements, including accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company's affairs as at 30 April 2026 and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1.3 in the financial statements, which indicates that, at the date of approval of these financial statements, the Directors have highlighted a material uncertainty related to going concern. The Directors have given consideration to tailoring the Group’s costs to align with expected revenue, and their plans to mitigate potential shortfalls include managing operating expenditure, seeking grant or collaborative project funding, and raising additional equity.
The Directors believe that the mitigating strategies available to them will be sufficient to enable the Parent Company and the Group to continue in existence for a period of at least 12 months at the date of approval of these financial statements. However, there can be no assurance that forecast revenues will materialise or that funding initiatives will complete as planned or that inflows will materialise when required.
As stated in note 1.3, these events or conditions, along with the other matters as set out in note 1.3 indicate that a material uncertainty exists which may cast significant doubt on the Group and Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group’s and Parent Company’s ability to continue to adopt the going concern basis of accounting included:
• Reviewing management’s forecasts and funding plans for the Group covering a period of at least twelve months from the date of approval of the consolidated financial statements;
• Checking the numerical accuracy of management’s forecasts;
• Challenging management on the key assumptions underlying those forecasts and sensitising the key assumptions;
• Challenging management’s mitigating actions by obtaining confirmations from the Company’s brokers and nominated advisors in relation to the likelihood of an additional fund raise;
• Obtaining the most recent available financial information following the year end to assess how management is progressing against the forecasts;
• Making enquiries of management as to its knowledge of events or conditions beyond the period of their assessment that may cast significant doubt on the Group’s ability to continue as a going concern; and
• Assessing the completeness and accuracy of the matters described in the Going Concern disclosure as set out in note 1.3.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group financial statements as a whole to be £119,000, based on approximately 5% of the consolidated loss before tax. As the Group is constituted with a view to making profits, we determined that a results-based metric was the most appropriate to use for determining materiality. Materiality for the Parent Company financial statements as a whole was set at £116,000, just below 1% of gross assets.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. This was set at £83,300 for the Group and £81,200 for the Parent Company.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and Directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £5,950 for the Group and
£5,800 for the Parent Company. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements.
The Parent Company’s and Group’s operations are based in the UK. The audit team performed a full scope audit as a single component, in addition to auditing the consolidation process.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters detailed below, we identified going concern as a key audit matter. This is dealt with in “Material uncertainty related to going concern” above.
|
Key audit matter |
How the scope of our audit addressed the key audit matter |
|
Capitalisation and carrying value of development costs in accordance with IAS38 Refer to: Note 1.5 Note 1.8 Note 15 The Group includes development costs within total intangible assets of £2,246k (2025: £1,031k). When assessing the capitalisation of development costs, management makes judgements under IAS38 regarding the growth, potential market and future profit generated by the underlying development assets. We considered the risk that the costs capitalised did not meet the recognition criteria of an asset in line with IAS38 resulting in an over capitalisation of development costs. Due to the significant assumptions and the judgement needed that underpin the recognition of development cost assets, the valuation of development cost intangible assets has been identified as a key audit matter.
|
We performed the following procedures: • We evaluated the design and implementation of controls around the recognition of capitalised development costs. • For a sample of additions, we reviewed purchase invoices and payroll costs to determine if costs were capitalised in line with the recognition criteria of IAS38, alongside assessing the project against IAS38 recognition criteria. • We challenged the key assumptions included by management in their forecasts, which underpin the marketability of the development asset and future economic benefit predictions. These included revenue growth, customer pipeline and funding expectations, alongside cash outflows in relation to payroll, premises costs and capex. • We held discussions with key individuals from both inside and outside of the finance function who are involved with development, to understand how the cash flow models are constructed, alongside identifying the funding requirements for both the Q-ID authentication platform and Q-RAND software, at the current stages of completion. • We evaluated project plans and commercial viability assessments, by challenging assumptions, and vouching claims to external supporting documentation such as grant applications and letters of support. • We ensured all other development cost capitalisation criteria under IAS 38 were satisfied. • We reviewed the adequacy of disclosures made in the financial statements. |
Other information
The Directors are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
• the information given in the strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of the Directors for the financial statements
As explained more fully in the Directors’ responsibilities statement set out on page 39, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Group and Parent Company, and the procedures in place for ensuring compliance. The most significant identified were the Companies Act 2006, taxation legislation and the broader AIM rules. Our work included reviewing Board and relevant committee minutes and inspection of correspondence.
• As part of our audit planning process, we assessed the different areas of the financial statements, including disclosures, for the risk of material misstatement. This included considering the risk of fraud where direct enquiries were made with management and those charged with governance concerning both whether they had any knowledge of any actual or suspected fraud and their assessment of the susceptibility to fraud. We considered the risk to be greater in areas involving significant management estimation or judgement, including; newly determined revenue recognition policies, management override of control, the use of alternative performance measures, transactions with related parties, and estimates or judgements impacting intangible assets or which could impact management bonuses and remuneration. Based on this assessment we designed audit procedures to focus on these specific areas.
• We held discussions with financial and non-financial management to gain an understanding of areas of fraud risk and any instances of non-compliance with laws and regulations.
• We assessed the design and implementation of controls over significant audit risks and obtained an understanding of the Group’s financial reporting processes.
• We tested the appropriateness of journal entries throughout the year by vouching a risk-based sample of journals to supporting documentation and explanations.
• A detailed review of the Group’s year end adjusting entries was performed. Any items that appeared unusual in nature or amount were vouched to supporting documentation.
• We performed a detailed review of financial statements disclosures to ensure these were complete, having regard to the explanations and information received in the course of the audit.
• We utilised external confirmations to confirm cash balances.
• We considered the narrative and presentation of matters in the front section of the annual report, including the Group’s use of Alternative Performance Measures and the reconciliation of these items to GAAP measures.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Nick Jones (Senior Statutory Auditor) For and on behalf of Crowe U.K. LLP Statutory Auditor
London
27 October 2026
Group Statement of Comprehensive Income
for the year ended 30 April 2026
|
|
Notes |
2026 £’000 |
2025 £’000 |
|
Revenue |
4 |
471 |
18 |
|
Direct costs |
|
(18) |
– |
|
Gross profit |
|
453 |
18 |
|
Other operating income |
5 |
– |
111 |
|
Administrative expenses |
|
(2,845) |
(5,246) |
|
Operating loss |
7 |
(2,392) |
(5,117) |
|
Adjusted EBITDA |
6 |
(1,913) |
(1,313) |
|
Depreciation, amortisation and impairment |
6 |
(372) |
(178) |
|
(Loss)/profit on disposal of fixed assets |
6 |
(67) |
63 |
|
Share-based payment expense |
6 |
(40) |
(2,759) |
|
Costs of listing |
|
– |
(930) |
|
Interest receivable |
11 |
24 |
1 |
|
Interest payable |
12 |
(12) |
– |
|
Loss before taxation |
|
(2,380) |
(5,116) |
|
Taxation |
13 |
394 |
276 |
|
Loss and total comprehensive loss for the year |
|
(1,986) |
(4,840) |
|
Loss and total comprehensive loss for the financial year is all attributable to the owners of the Parent Company. | |||
|
Earnings per share |
14 |
|
|
|
Basic (£) |
|
(0.03) |
(0.13) |
|
Diluted (£) |
|
(0.03) |
(0.13) |
Group Statement of Financial Position
as at 30 April 2026
|
Notes |
30 April 2026 £’000 |
30 April 2025 £’000 |
|
Non-current assets |
|
|
|
Intangible assets 15 |
2,718 |
1,411 |
|
Property, plant and equipment 16 |
211 |
37 |
|
|
2,929 |
1,448 |
|
Current assets |
|
|
|
Trade and other receivables 18 |
172 |
514 |
|
Current tax recoverable |
394 |
266 |
|
Cash and cash equivalents |
3,057 |
2,234 |
|
|
3,623 |
3,014 |
|
Current liabilities |
|
|
|
Trade and other payables 23 |
440 |
437 |
|
Borrowings 20 |
2 |
3 |
|
Lease liability 25 |
34 |
– |
|
|
476 |
440 |
|
Net current assets |
3,147 |
2,574 |
|
Non-current liabilities |
|
|
|
Borrowings 20 |
– |
1 |
|
Lease liability 25 |
72 |
– |
|
Net assets |
6,004 |
4,021 |
|
Equity |
|
|
|
Called up share capital 29 |
103 |
83 |
|
Share premium account 30 |
8,117 |
4,277 |
|
Merger reserve |
414 |
414 |
|
Share-based payment reserve |
255 |
146 |
|
Retained earnings |
(2,885) |
(899) |
|
Total equity |
6,004 |
4,021 |
|
The notes on pages 53 to 77 form part of these group financial statements. |
|
|
The financial statements were approved by the board of directors and authorised for issue on 27 October 2026 and are signed on its behalf by:
Thomas Taylor
Director
|
Company Statement of Financial Position as at 30 April 2026
|
|
|
|
|
|
|
|
Notes |
2026 £’000 |
2025 £’000 |
|
Non-current assets |
|
|
|
Investments 37 |
1,445 |
1,350 |
|
Current assets |
|
|
|
Trade and other receivables 38 |
8,677 |
6,347 |
|
Cash and cash equivalents |
1,864 |
1 |
|
|
10,541 |
6,348 |
|
Current liabilities |
|
|
|
Trade and other payables 39 |
285 |
102 |
|
Net current assets |
10,256 |
6,246 |
|
Net assets |
11,701 |
7,596 |
|
Equity |
|
|
|
Called up share capital 40 |
103 |
83 |
|
Share premium account |
8,117 |
4,277 |
|
Share-based payment reserve |
255 |
146 |
|
Retained earnings |
3,226 |
3,090 |
|
Total equity |
11,701 |
7,596 |
|
The notes on pages 53 to 77 form part of these parent financial statements. |
|
|
As permitted by s408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company’s profit for the year was £137,000 (2025: £2,575,000 loss).
The financial statements were approved by the board of directors and authorised for issue on 27 October 2026 and are signed on its behalf by:
Thomas Taylor
Director
Group Statement of Changes in Equity
for the year ended 30 April 2026
|
|
|
Share capital |
Share premium account |
Merger reserve |
Share-based payment reserve |
Retained earnings |
Total |
|
Notes |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 | |
|
Balance at 1 May 2024 |
|
– |
2,056 |
414 |
391 |
(2,052) |
809 |
|
Year ended 30 April 2025: |
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
– |
– |
– |
– |
(4,840) |
(4,840) |
|
Issue of share capital |
29 |
33 |
5,810 |
– |
– |
– |
5,843 |
|
Bonus issue |
29 |
50 |
(50) |
– |
– |
– |
– |
|
Share-based payment expense |
28 |
– |
– |
– |
2,759 |
– |
2,759 |
|
Costs of warrants |
28 |
– |
– |
– |
146 |
– |
146 |
|
Capital reduction |
30 |
– |
(2,843) |
– |
– |
2,843 |
– |
|
Costs of issue set against premium |
30 |
– |
(696) |
– |
– |
– |
(696) |
|
Share options exercised |
|
– |
– |
– |
(3,150) |
3,150 |
– |
|
Balance at 30 April 2025 |
|
83 |
4,277 |
414 |
146 |
(899) |
4,021 |
|
Year ended 30 April 2026: |
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
– |
– |
– |
– |
(1,986) |
(1,986) |
|
Issue of share capital |
29 |
20 |
4,240 |
– |
– |
– |
4,260 |
|
Share-based payment expense |
28 |
– |
– |
– |
109 |
– |
109 |
|
Costs of issue set against premium |
30 |
– |
(400) |
– |
– |
– |
(400) |
|
Balance at 30 April 2026 |
|
103 |
8,117 |
414 |
255 |
(2,885) |
6,004 |
|
|
|
Share capital |
Share premium account |
Share-based payment reserve |
Retained earnings |
Total |
|
Notes |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 | |
|
Balance at 30 April 2024 |
|
– |
2,056 |
391 |
(328) |
2,119 |
|
Year ended 30 April 2025: |
|
|
|
|
|
|
|
Total comprehensive loss |
|
– |
– |
– |
(2,575) |
(2,575) |
|
Issue of share capital |
40 |
33 |
5,810 |
– |
– |
5,843 |
|
Bonus issue |
40 |
50 |
(50) |
– |
– |
– |
|
Share-based payment expense |
28 |
– |
– |
2,759 |
– |
2,759 |
|
Costs of warrants |
28 |
– |
– |
146 |
– |
146 |
|
Capital reduction |
30 |
– |
(2,843) |
– |
2,843 |
– |
|
Costs of issue set against premium |
30 |
– |
(696) |
– |
– |
(696) |
|
Share options exercised |
|
– |
– |
(3,150) |
3,150 |
– |
|
Balance at 30 April 2025 |
|
83 |
4,277 |
146 |
3,090 |
7,596 |
|
Year ended 30 April 2026: |
|
|
|
|
|
|
|
Total comprehensive profit |
|
– |
– |
– |
136 |
136 |
|
Issue of share capital |
40 |
20 |
4,240 |
– |
– |
4,260 |
|
Share-based payment expense |
28 |
– |
– |
109 |
– |
109 |
|
Costs of issue set against premium |
30 |
– |
(400) |
– |
– |
(400) |
|
Balance at 30 April 2026 |
|
103 |
8,117 |
255 |
3,226 |
11,701 |
Group Statement of Cash Flows
for the year ended 30 April 2026
|
|
Notes |
£’000 |
2026 |
£’000 |
2025 £’000 |
£’000 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
Loss for the year |
|
|
|
(1,986) |
|
(4,840) |
|
Interest expense |
12 |
|
|
12 |
|
– |
|
Interest income |
11 |
|
|
(24) |
|
(1) |
|
Tax credit |
13 |
|
|
(394) |
|
(276) |
|
Loss on disposal of property, plant and equipment |
6 |
|
|
– |
|
2 |
|
Loss/(profit) on disposal of intangible assets |
6 |
|
|
67 |
|
(65) |
|
Other income |
5 |
|
|
– |
|
(111) |
|
Amortisation and impairment of intangible assets |
15 |
|
|
299 |
|
174 |
|
Depreciation of property, plant and equipment |
16 |
|
|
73 |
|
4 |
|
Impairment of irrecoverable debt |
|
|
|
– |
|
260 |
|
Equity settled share–based payment expense |
28 |
|
|
40 |
|
2,759 |
|
Warrants expense |
|
|
|
– |
|
99 |
|
Movements in working capital: |
|
|
|
|
|
|
|
Decrease/(Increase) in trade and other receivables |
|
|
|
342 |
|
(462) |
|
Increase in trade and other payables |
|
|
|
3 |
|
52 |
|
Cash absorbed by operations |
|
|
|
(1,568) |
|
(2,405) |
|
Taxation refunded |
|
|
|
266 |
|
206 |
|
Net cash outflow from operating activities |
|
|
|
(1,302) |
|
(2,199) |
|
Development expenditure |
|
(802) |
|
|
|
- |
|
Purchase of intangible assets |
|
(802) |
|
|
(936) |
|
|
Purchase of property, plant and equipment |
|
(126) |
|
|
(36) |
|
|
Interest received |
11 |
24 |
|
|
1 |
|
|
Net cash used in investing activities |
|
|
|
(1,706) |
|
(973) |
|
Proceeds from issue of shares |
29 |
4,260 |
|
|
5,655 |
|
|
Share issue costs |
30 |
(400) |
|
|
(649) |
|
|
Proceeds from directors' loans |
|
– |
|
|
188 |
|
|
Repayment of bank loans |
|
(3) |
|
|
(3) |
|
|
Repayment of lease liabilities |
|
(15) |
|
|
– |
|
|
Lease interest paid |
12 |
(11) |
|
|
– |
|
|
Net cash generated from financing activities |
|
|
|
3,831 |
|
5,191 |
|
Net increase in cash and cash equivalents |
|
|
|
823 |
|
2,019 |
|
Cash and cash equivalents at beginning of year |
|
|
|
2,234 |
|
215 |
|
Cash and cash equivalents at end of year |
|
|
|
3,057 |
|
2,234 |
Note to the Group Statement of Cash Flows
for the year ended 30 April 2026
|
Analysis of changes in net funds |
| ||||
|
|
1 May 2025 |
Cash flows |
New leases incepted |
Other* |
30 April 2026 |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Cash at bank and in hand |
2,234 |
823 |
– |
– |
3,057 |
|
Proceeds from directors’ loans |
– |
– |
– |
– |
– |
|
|
2,234 |
823 |
– |
– |
3,057 |
|
Lease liabilities |
– |
15 |
(121) |
– |
(106) |
|
Borrowings excluding overdrafts |
(4) |
2 |
– |
– |
(2) |
|
|
2,230 |
840 |
(121) |
– |
2,949 |
|
|
1 May 2024 |
Cash flows |
New leases incepted |
Other* |
30 April 2025 |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Cash at bank and in hand |
215 |
2,019 |
– |
– |
2,234 |
|
Proceeds from directors’ loans |
– |
188 |
– |
(188) |
– |
|
|
215 |
2,207 |
– |
(188) |
2,234 |
|
Borrowings excluding overdrafts |
(7) |
3 |
– |
– |
(4) |
|
|
208 |
2,210 |
– |
(188) |
2,230 |
*In 2025, other movements are non-cash movements relating to the proceeds received from directors' loan which was converted to equity.
Notes to the Group Financial Statements
for the year ended 30 April 2026
1. Accounting policies Company information
Quantum Base Holdings PLC is a public company limited by shares incorporated in England and Wales. The registered office is Department Of Chemistry John Creed Avenue, Bailrigg, Lancaster, United Kingdom, LA1 4YB. The Group's principal activities and nature of its operations are disclosed in the Directors' Report.
The Group consists of Quantum Base Holdings PLC and all of its subsidiaries.
1.1 Accounting convention
The Group financial statements have been prepared in accordance with UK-adopted International Accounting Standards (UK-adopted IAS) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The Parent Company financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice). In preparing the financial statements, the Company applies the recognition and measurement requirements of UK-adopted International Accounting Standards, amended where necessary to comply with the Companies Act 2006. As permitted by FRS 101, the Company has therefore taken advantage of the following disclosure exemptions from the requirements of IFRS:
• the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;
• disclosure of key management personnel compensation;
• comparative period reconciliations for the number of shares outstanding;
• the requirements of IFRS 7 'Financial Instruments: Disclosure';
• paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective);
• a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position; and
• the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a group.
The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £'000 unless stated otherwise.
The financial statements have been prepared under the historical cost convention. The material accounting policies adopted are set out below.
1.2 Basis of consolidation
The consolidated financial statements consist of the financial statements of the Parent Company, Quantum Base Holdings PLC, together with all entities controlled by the Parent Company (its subsidiaries).
All financial statements are made up to 30 April 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.
All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
A subsidiary is an entity controlled by the Parent Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.
Merger accounting
The combination of companies under common control has been treated as if the companies had always been combined and is usually referred to as merger accounting.
IFRS does not prescribe how such a merger is accounted for in the preparation of consolidated financial statements. The use of merger accounting has been applied to treat the combining entities as if they had always been a single entity, with adjustments made for the elimination of transactions between the merged companies.
1.3 Going concern
The Directors have prepared the financial statements on a going concern basis. They note the losses and operating cash outflows incurred by the Group for the year ended 30 April 2026 which are consistent with the Group’s current stage of development and commercialisation.
In assessing the Group’s ability to continue as a going concern, the Directors have considered the Group’s forecasts and funding plans for at least twelve months from the date of approval of these financial statements. As part of this assessment, they considered detailed cash flow projections, expected revenue growth from existing and prospective customers, and a range of downside sensitivities.
The Group remains at an early stage of commercialisation. While it has made significant progress in developing its partnership with a leading multinational security printer and in advancing commercial discussions with other industry partners, the proportion of future forecast revenues that are contractually committed remains limited. The Directors have given consideration to tailoring the Group’s costs to align with expected revenue, and their plans to mitigate potential shortfalls include managing operating expenditure, seeking grant or collaborative project funding, and raising additional equity.
While these actions are expected to provide the necessary financial resources, there can be no assurance that forecast revenues will materialise or that funding initiatives will complete as planned or that inflows will materialise when required. These conditions represent a material uncertainty that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern and, therefore, their ability to realise their assets and discharge their liabilities in the normal course of business.
Notwithstanding this material uncertainty, the Directors remain confident in the Group’s ability to secure funding, supported by the strength of its technology, the progress of commercial engagements, and its track record of attracting investor support. Accordingly, the financial statements have been prepared on a going concern basis.
1.4 Revenue
The Group applies IFRS 15 Revenue from Contracts with Customers using its five-step model to recognise revenue when performance obligations are satisfied. The Group’s contracts do not contain any material financing components.
Revenue represents income from contracts with customers in the ordinary course of business and is measured at the transaction price agreed with the customer, excluding value-added tax and other sales- related taxes. The Group’s revenues arise from three principal sources: royalties, maintenance and support services and integration and professional services.
The nature, timing of satisfaction of performance obligations and significant payment terms of the Group's major sources of revenue are as follows:
Licence fee royalties
Revenue arises from royalties earned on the Group’s proprietary technology, which is licensed to commercial partners under framework and call-off agreements. The licence meets the criteria for a right-to-use licence under IFRS 15. Under the framework and call-off agreements, consideration is based on either the customer’s subsequent use of the technology, for example the number of items produced or activated in each reporting period or fixed minimum payments for unlimited volumes. Contracts with customers therefore give rise to both usage-based royalties and fixed-fee licence income.
For usage based contracts, revenue is recognised as and when the underlying usage occurs, that is, when the customer’s reported activity provides the contractual basis for calculating the amount due. No revenue is recognised in advance of usage, and estimates of future activity are not accrued. Invoices are typically issued in arrears, and the related receivable is recognised when the right to consideration becomes unconditional.
For contracts with guaranteed minimum payments for an annual licence fee (fixed-fee licence income) the revenue is recognised at the point in time when the customer obtains control of the licence on day 1 of the contract.
Maintenance and support services
Included in the annual licence fee is maintenance and support services which is deemed to be a separate performance obligation. As customers simultaneously receive and consume the benefits of these services over the licence period, the revenue is recognised over time, using a time elapsed measure of progress, which faithfully depicts the transfer of control of the service.
Integration and professional services
Revenue from integration and professional services arises where the Group performs configuration, implementation, or other activities necessary to enable a customer to use the Group’s proprietary technology under a framework or call-off agreement. These services are usually provided on a time-and-materials or milestone basis and represent distinct performance obligations that are satisfied when the related work is completed and control of the deliverable transfers to the customer.
Revenue from such services is therefore recognised at the point in time when the specified services have been performed and is measured at the agreed transaction price. Related costs are recognised as incurred.
1.5 Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Development costs are capitalised, provided that the recognition criteria of an intangible asset are met. Capitalised development costs are stated at cost less accumulated amortisation and impairment losses. Research costs are expensed when incurred.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents and licences 10% straight line
Development costs 10% straight line or contract period*
* for customer specific developments where the useful life differs from 10 years. The contract period ranges from 1.5 - 3 years.
1.6 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Computers 33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.7 Non-current investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
Share-based payments issued to employees of Quantum Base Limited are recognised within the investment carrying amount.
1.8 Impairment of tangible and intangible assets
At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately.
1.9 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
1.10 Financial assets
Financial assets are recognised in the Group's statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit or loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit or loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g. trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.11 Financial liabilities
The Group recognises financial debt when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged, cancelled, or they expire.
1.12 Equity instruments
Equity instruments issued by the Parent Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the Company.
The following describes the nature and purpose of each reserve within equity:
• Share capital - Ordinary Shares are classified as equity. The nominal value of Ordinary Shares is included within share capital.
• Share premium - Represents the excess of the subscription price over the nominal value of shares issued, net of costs of issue.
• Retained earnings - Represents all other net gains and losses and transactions with shareholders (e.g. dividends) not recognised elsewhere.
• Merger reserve - Represents the transactions in reserves under the merger acquisition rules where the entities are under common control.
• Share-based payment reserve - Represents the fair value of options granted, valued using Monte-Carlo and Black- Scholes option pricing models and spread across the vesting period. Warrants have also been valued using a Black-Scholes option pricing model and recognised when the service that they relate to is considered to be delivered.
1.13 Taxation
The tax expense or income represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit or loss for the year. Taxable profit or loss differs from net profit or loss as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s provision for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit or loss and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. A deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction, which at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
A deferred tax liability shall be recognised for all taxable temporary differences, other than those meeting the exemption described above.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14 Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes or Monte-Carlo models. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
2. Adoption of new and revised standards and changes in accounting policies
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective:
IFRS Accounting Standards Annual Improvements to IFRS Accounting Standards – Volume 11. Effective
from 1 January 2026*
IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments - Amendments to
IFRS 9 and IFRS 7. Effective from 1 January 2026*.
IFRS 18 Presentation and Disclosure in Financial Statements. Effective from 1 January 2027*.
IFRS 19 Subsidiaries without Public Accountability: Disclosures. Effective from 1 January 2027*.
* The dates shown are the effective dates for periods beginning on or after these dates.
At the date of authorisation of these financial statements, the Directors have reviewed the standards that were in issue but not yet effective and, in their view, none of these would have a material impact on the Group’s financial statements. However, IFRS 18 will have an impact on the presentation of the financial statements.
3. Critical accounting estimates and judgements
In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets, liabilities and equity instruments are outlined below.
Critical judgements and key sources of estimation uncertainty
Capitalised development costs
Development expenditure is recognised as an expense unless it meets the criteria for capitalisation under IAS 38. The Group recognises development costs as intangible fixed assets, which meet the capitalisation criteria. Management applies judgement in determining which activities qualify as development activities and whether the recognition criteria has been satisfied.
A significant source of estimation uncertainty relates to the measurement of employee costs directly attributable to capitalised development projects. Capitalised employee costs are determined using estimated time allocation percentages for individual employees across multiple projects. There is a greater estimation around the allocation of the development time to each project, rather than the tracking of the overall development time which requires less estimation. These allocations are reviewed regularly and are based on management’s assessment of the nature, extent and stage of work performed. The allocation of employee costs between projects is significant because certain development projects are amortised over ten years, whilst others are amortised over the life of the related customer contract, which ranges from 1.5-3 years. Accordingly, changes in the estimated allocation of employee time between projects could affect the carrying amounts of individual intangible assets and the timing and amount of future amortisation charges recognised in the financial statements.
Impairment of intangible assets
In accordance with IAS 36, the Group assesses at each reporting date whether there are any indicators that capitalised development costs or other intangible assets may be impaired. In addition, intangible assets that are not yet available for use are subject to an annual impairment assessment regardless of whether impairment indicators exist.
Judgement is involved in assessing the recoverability of capitalised development costs, particularly where projects remain under development or are in the early stages. Management considers factors including technological feasibility, expected future revenues, market adoption of the Group’s products, forecast cash flows and the continued strategic importance of the underlying technology. Changes in these assumptions could result in a material adjustment to the carrying value of capitalised development costs and the recognition of an impairment charge in future periods.
Useful lives
Amortisation is provided so as to write down intangible assets, comprising capitalised development costs, patents and trademarks, to their residual values over their estimated useful lives, as set out in the accounting policies.
Patents and licences are currently amortised on a 10% straight-line basis, reflecting a typical useful life of ten years. Research and development costs are amortised on a 10% straight-line basis, or over the life of the contract to which it relates should this differ from 10 years. A 10% straight-line basis has been selected because it aligns with the expected commercial life of the Company’s technologies and the duration of patent protection, which together represent the period over which future economic benefits are expected to be realised. Where the contract life is used the contract period ranges from 1.5 to 3 years. The useful lives are reviewed annually to confirm that this assumption remains appropriate in light of technological and commercial developments.
The principal area of judgement relates to determining which development costs meet the criteria for capitalisation under IAS 38 and confirming on review that the ten-year life remains reasonable.
Share-based payments
The determination of the fair values of share options has been made by reference to the Monte-Carlo or Black-Scholes models. The input with the greatest amount of estimation being volatility which has been benchmarked against historic share price movements of comparable listed competitors due to the Company not having a sufficient historic trading record. Other key inputs are set out in note 28.
3. Critical accounting estimates and judgements continued
Deduction of share issuance costs
In the prior year, costs directly attributable to the issue of new shares were recognised as a deduction to share premium. Management have applied judgement by using a two-tiered approach to determine costs to recognise against share premium and costs to expense in the statement of comprehensive income, in line with IAS 32 Financial instruments: presentation. Costs clearly and wholly related to the placing (such as broker commissions and placing fees) have been allocated in full against share premium, while costs of a mixed nature (principally legal, accounting, and nominated adviser fees) were apportioned at 32.3%. This percentage corresponds to the proportion of new shares issued on admission (20.83 million) relative to the enlarged share capital (64.50 million). On this basis, total costs deductible and recognised in the statement of comprehensive income amount to approximately £650,000.
In the year to 30 April 2026, costs of £400,000 have been recognised as a reduction to share premium as they wholly relate to the issue of shares made during the year.
Revenue recognition
The Group provides maintenance and support services as part of certain customer contracts. Management has concluded that these services represent a separate performance obligation under IFRS 15. As stand-alone selling prices are not directly observable, judgement is required in determining the amount of transaction price allocated to this performance obligation. Management estimates this using a cost-plus-margin approach, incorporating expected service delivery costs and an appropriate profit margin. Changes in the assumptions applied could result in a different allocation of revenue between performance obligations and affect the timing of revenue recognition.
4. Revenue
IFRS 8, Operating Segments, states that an operating segment is a component of an entity; that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity's chief operating decision maker, and, for which discrete financial information is available. The chief operating decision maker of the Group is considered to be the Board of Directors. The Group has one single operating segment and therefore all revenue is derived from the licensing of the Q-ID technology.
The Group has contracts in place with two customers (2025 – one customer).
|
|
2026 £’000 |
2025 £’000 |
|
Revenue analysed by class of business |
|
|
|
Licence fee royalties |
33 |
18 |
|
Maintenance and support services |
342 |
– |
|
Integration and professional services |
96 |
– |
|
|
471 |
18 |
|
|
2026 £’000 |
2025 £’000 |
|
Revenue analysed by geographical market |
|
|
|
UK |
379 |
18 |
|
Europe |
92 |
– |
|
Total |
471 |
18 |
5. Other operating income
|
|
2026 £’000 |
2025 £’000 |
|
Other income |
– |
111 |
|
|
– |
111 |
In the prior year, other income represents a re-charge of legal expenses linked to the patent disposal to Qchip Security Limited, a related party, which is further disclosed in note 34.
6. Adjusted EBITDA
|
|
2026 £’000 |
2025 £’000 |
|
Operating loss |
(2,392) |
(5,117) |
|
Add back/(deduct): |
|
|
|
Depreciation, amortisation and impairment |
372 |
178 |
|
Loss/(profit) on disposal of intangible fixed assets |
67 |
(65) |
|
Loss on disposal of tangible fixed assets |
– |
2 |
|
Share-based payment expense |
40 |
2,759 |
|
Costs of listing |
– |
930 |
|
Adjusted EBITDA |
(1,913) |
(1,313) |
The calculation of Adjusted EBITDA is consistent with the presentation of Adjusted Earnings before Interest, Tax, Depreciation, and Amortisation, as presented on the face of the Group Statement of Comprehensive Income. Of the £109,000 total share-based payment expense in the year (2025: £2,759,000) £69,000 was capitalised as development costs (2025: nil) therefore £40,000 (2025: £2,759,000) is added back in the adjusted EBITDA as disclosed in note 28.
The Directors have presented this Alternative Performance Measure (“APM”) because they feel it most suitably represents the underlying performance and cash generation of the business, and allows comparability between the current and comparative period in light of the rapid changes in the business, and will allow an ongoing trend analysis of this performance based on current plans for the business.
Adjusted EBITDA is not an IFRS measure of performance and, as such, may not be comparable with similar metrics reported by other entities.
7. Operating loss
Operating loss for the year is stated after charging/(crediting):
2026 2025
£’000 £’000
Depreciation of property, plant and equipment 73 4
Loss on disposal of property, plant and equipment – 2
Amortisation of intangible assets (included within administrative expenses) 351 106
Impairment of intangible assets – 68
Reversal of impairment of intangible assets (52) –
Loss/(profit) on disposal of intangible assets 67 (65)
Share-based payments 40 2,759
Of the £109,000 total share-based payment in the year (2025: £2,759,000) £69,000 was capitalised as development costs (2025: nil) therefore £40,000 (2025: £2,759,000) is included in the operating loss as disclosed in note 28.
|
8. Auditor’s remuneration |
| |
|
Fees payable to the Company’s auditor and associates: | ||
|
|
2026 £’000 |
2025 £’000 |
|
For audit services |
|
|
|
Audit of the financial statements of the Group and Company |
80 |
55 |
In 2025 the auditor, Crowe U.K. LLP, acted as reporting accountants for the Company's admission to AIM in April 2025. Fees of £270,000 were paid in respect of these services, which are in addition to the above disclosures for the prior year statutory audit fees.
9. Employees
The average monthly number of persons (including directors) employed by the Group during the year was:
|
|
2026 Number |
2025 Number |
|
Operations and administration |
16 |
11 |
|
Directors |
7 |
4 |
|
Total |
23 |
15 |
|
Their aggregate remuneration comprised: |
|
|
|
|
2026 £’000 |
2025 £’000 |
|
Wages and salaries |
1,491 |
663 |
|
Share-based payment expense |
109 |
2,759 |
|
Social security costs |
170 |
61 |
|
Pension costs |
41 |
12 |
|
|
1,811 |
3,495 |
Included in the above is total employee costs of £871,000 (2025: nil) which have been capitalised as development costs as disclosed in note 15.
|
10. Directors’ remuneration |
| |
|
|
2026 £’000 |
2025 £’000 |
|
Remuneration for qualifying services |
598 |
169 |
|
Gains on exercise of share options |
– |
292 |
|
Benefit in kind |
3 |
– |
|
Company pension contributions to defined contribution schemes |
14 |
1 |
|
|
615 |
462 |
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2025: 2).
The number of directors who exercised share options during the year was nil (2025: 2). Remuneration disclosed above includes the following amounts paid to the highest paid director:
|
|
2026 £’000 |
2025 £’000 | ||||
|
Remuneration for qualifying services |
175 |
87 | ||||
|
Gains on exercise of share options |
– |
219 | ||||
|
Benefit in kind |
2 |
– | ||||
|
Company pension contributions to defined contribution schemes |
6 |
1 | ||||
|
During the year ended 30 April 2026 the Directors received remuneration as follows: |
|
| ||||
|
|
Salary |
Benefits in kind |
Pension share |
Gain on exercise of options |
Total | |
|
Directors |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 | |
|
Thomas Taylor |
175 |
1 |
6 |
– |
182 | |
|
Robert Young |
175 |
2 |
6 |
– |
183 | |
|
David Broadbent (resigned 5 November 2025) |
51 |
– |
2 |
– |
53 | |
|
Mark Fahy |
80 |
– |
– |
– |
80 | |
|
Lucy Tarleton |
44 |
– |
– |
– |
44 | |
|
Phillip Speed (Appointed 28 July 2025, |
|
|
|
|
| |
|
resigned 18 August 2026) |
30 |
– |
– |
– |
30 | |
|
Adrian Collins |
43 |
– |
– |
– |
43 | |
|
|
598 |
3 |
14 |
– |
615 | |
|
|
|
|
|
|
|
|
In addition to the amounts disclosed above for Phillip Speed and Adrian Collins are £11,000 and £15,000 respectively, which arise solely from the settlement by the Group of associated liabilities. These amounts do not represent additional remuneration to the Directors and relate solely to an administrative arrangement between the Group and the directors (note 34).
During the year ended 30 April 2025 the Directors received remuneration as follows:
|
|
Salary |
Benefits in kind |
Pension share |
Gain on exercise of options |
Total |
|
Directors |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Thomas Taylor |
87 |
– |
1 |
219 |
307 |
|
Robert Young |
33 |
– |
– |
– |
33 |
|
David Broadbent |
9 |
– |
– |
– |
9 |
|
Mark Fahy |
33 |
– |
– |
73 |
106 |
|
Lucy Tarleton |
4 |
– |
– |
– |
4 |
|
Adrian Collins |
3 |
– |
– |
– |
3 |
|
|
169 |
– |
1 |
292 |
462 |
The gain on exercise of share options is calculated as the difference between market price at exercise and the exercise price of the share options.
11. Interest receivable
Interest income
Financial instruments measured at amortised cost:
2026 2025
£’000 £’000
Bank interest receivable 24 1
|
12. Finance costs |
| |
|
|
2026 £’000 |
2025 £’000 |
|
Interest expense |
|
|
|
Interest on bank overdrafts and loans |
1 |
– |
|
Interest on lease liabilities |
11 |
– |
|
|
12 |
– |
|
13. Taxation |
|
|
|
|
2026 £’000 |
2025 £’000 |
|
Current tax |
|
|
|
UK corporation tax on losses for the current period |
(394) |
(266) |
|
Adjustments in respect of prior periods |
– |
(10) |
|
Total UK current tax |
(394) |
(276) |
|
The credit for the year can be reconciled to the (loss)/profit per the income statement as follows: | ||
|
|
2026 £’000 |
2025 £’000 |
|
Loss before taxation |
(2,380) |
(5,116) |
|
Expected tax credit based on a corporation tax rate of 25.00% (2025: 25.00%) |
(595) |
(1,279) |
|
Effect of expenses not deductible in determining taxable profit |
58 |
46 |
|
Change in unrecognised deferred tax assets |
171 |
986 |
|
Enhanced tax credit for R&D |
(313) |
(212) |
|
Surrender of tax losses for R&D tax credit refund |
285 |
192 |
|
Trade intangibles fixed assets R&D expenditure |
– |
– |
|
Adjustment in respect of prior years |
– |
(10) |
|
Taxation credit for the year |
(394) |
(276) |
Deferred tax balances at the reporting date are measured at 25% (2025: 25%), being the substantively enacted rate at the balance sheet date.
|
14. Earnings per share |
| |
|
|
2026 Number |
2025 Number |
|
Number of shares |
|
|
|
Weighted average number of ordinary shares for basic and diluted earnings per share |
71,305,771 |
36,695,186 |
|
Earnings |
2026 £’000 |
2025 £’000 |
|
Continuing operations |
|
|
|
Loss for the period from continued operations |
(1,986) |
(4,840) |
|
|
2026 £ per share |
2025 £ per share |
|
Basic earnings per share |
|
|
|
From continuing operations |
(0.03) |
(0.13) |
|
Diluted earnings per share |
|
|
|
From continuing operations |
(0.03) |
(0.13) |
The loss per Ordinary Share is calculated based on the weighted average number of Ordinary Shares in issue and the reported loss of the Group for each reporting period. Due to the losses incurred by the Group basic and diluted earnings per share are the same.
|
15. Intangible assets |
| ||
|
|
Patents and licences |
Development Costs |
Total |
|
|
£'000 |
£’000 |
£’000 |
|
Cost |
|
|
|
|
At 1 May 2024 |
562 |
384 |
946 |
|
Additions |
175 |
761 |
936 |
|
Disposals |
(168) |
– |
(168) |
|
At 30 April 2025 |
569 |
1,145 |
1,714 |
|
Additions – purchased |
99 |
703 |
802 |
|
Additions – internally generated |
– |
871 |
871 |
|
Disposals |
(8) |
(82) |
(90) |
|
At 30 April 2026 |
660 |
2,637 |
3,297 |
|
Accumulated amortisation and impairment |
|
|
|
|
At 1 May 2024 |
212 |
– |
212 |
|
Charge for the year |
60 |
46 |
106 |
|
Impairment loss |
– |
68 |
68 |
|
Eliminated on disposals |
(83) |
– |
(83) |
|
At 30 April 2025 |
189 |
114 |
303 |
|
Charge for the year |
– |
351 |
351 |
|
Reversal of impairment loss |
– |
(52) |
(52) |
|
Eliminated on disposals |
(1) |
(22) |
(23) |
|
At 30 April 2026 |
188 |
391 |
579 |
|
Carrying amount |
|
|
|
|
At 30 April 2026 |
472 |
2,246 |
2,718 |
|
At 30 April 2025 |
380 |
1,031 |
1,411 |
|
At 30 April 2024 |
350 |
384 |
734 |
In the previous year, the Company capitalised development expenditure totalling £68,000 in respect of a bespoke project undertaken for a specific client to meet that client’s requirements. Following a review of the recoverability of capitalised development costs, management determined that the carrying amount of this project should be fully impaired at the prior year end, which was recognised within administrative expenses.
During the current year £52,000 of this impairment has been reversed following management's reassessment of the expenditure on the project as it has been determined it can be utilised for future customers.
|
| ||
|
Computers |
Right of Use Asset |
Total |
|
£’000 |
£’000 |
£’000 |
|
Cost |
|
|
|
At 1 May 2024 33 |
– |
33 |
|
Additions 36 |
– |
36 |
|
Disposals (3) |
– |
(3) |
|
At 30 April 2025 66 |
– |
66 |
|
Additions 126 |
121 |
247 |
|
Disposals (24) |
– |
(24) |
|
At 30 April 2026 168 |
121 |
289 |
|
Accumulated depreciation and impairment |
|
|
|
At 1 May 2024 26 |
– |
26 |
|
Charge for the year 4 |
– |
4 |
|
Eliminated on disposal (1) |
– |
(1) |
|
At 30 April 2025 29 |
– |
29 |
|
Charge for the year 40 |
33 |
73 |
|
Eliminated on disposal (24) |
– |
(24) |
|
At 30 April 2026 45 |
33 |
78 |
|
Carrying amount |
|
|
|
At 30 April 2026 123 |
88 |
211 |
|
At 30 April 2025 37 |
– |
37 |
|
At 30 April 2024 7 |
– |
7 |
|
17. Subsidiaries |
|
|
|
Details of the Company's subsidiaries at 30 April 2026 are as follows: |
|
|
|
Name of undertaking Country of incorporation Principal activities |
Class of shares held |
% Held Direct |
|
Quantum Base Limited England and Wales Designing and licensing |
Ordinary Shares |
100.00 |
|
quantum-secure tags to |
|
|
|
prevent counterfeiting |
|
|
|
across multiple industries. |
|
|
|
Quantum Base England and Wales Dormant |
Ordinary Shares |
100.00 |
|
Enterprises Limited |
|
|
The registered office address for both subsidiaries is: Alpha House, 4 Greek Street, Stockport, SK3 8AB.
Quantum Base Holdings Plc has provided a guarantee to the following subsidiary in order for them to claim audit exemption for the year ended 30 April 2026, under section 479A of the UK Companies Act 2006:
Quantum Base Limited - Company Number: 08501521
Quantum Base Enterprises Limited was dormant throughout the year and is therefore exempt from audit under section 480 of the UK Companies Act 2006.
Quantum Base Enterprises Limited - Company Number: 12585823
|
18. Trade and other receivables |
| |
|
|
2026 £’000 |
2025 £’000 |
|
Trade receivables |
4 |
16 |
|
VAT recoverable |
57 |
326 |
|
Other receivables |
24 |
98 |
|
Prepayments |
87 |
74 |
|
|
172 |
514 |
Trade receivables are stated net of a specific impairment for estimated irrecoverable amounts of £460,000 (2025: £312,000).
19. Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
|
Expected credit loss assessment |
| |||||
|
|
2026 |
2026 |
Loss |
2025 |
2025 |
Loss |
|
|
Balance |
Rate |
allowance |
Balance |
Rate |
allowance |
|
Trade receivables |
£'000 |
% |
£’000 |
£’000 |
% |
£’000 |
|
Less than 30 days |
135 |
97% |
131 |
11 |
– |
– |
|
31-60 days |
– |
– |
– |
4 |
– |
– |
|
61-90 days |
5 |
100% |
5 |
– |
100% |
– |
|
More than 90 days |
324 |
100% |
324 |
312 |
100% |
312 |
|
|
464 |
|
460 |
327 |
|
312 |
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. Historically the Group has had no trade receivables, as it was in its pre-revenue stage, and hence there is no internal data to benchmark an expected credit loss provision against. Management have reviewed trade receivables and recognised specific provisions against receivables they consider irrecoverable. There has been no general provision recognised in excess of this specific provision as a result of the risk of credit loss being considered to be low.
20.
Borrowings
Borrowings held at amortised cost:
Current Non-current
2026 2025 2026 2025
£'000 £'000 £’000 £’000
Bank loans 2 3 – 1
The Group had the following borrowings at 30 April 2026:
• A Bounce Back Loan Scheme loan within bank loans which has an interest rate of 2.5% payable from November 2021 when the government grant incentive period expired. The loan is carried at a total of
£1,500, (2025: £4,000) in the financial statements. This loan is unsecured and is due for repayment by October 2026.
21. Financial risk management
Financial instruments - risk management
The Directors have overall responsibility for the determination of the Group’s risk management objectives and policies. The overall objective of the Directors is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. The Group reports in Pounds Sterling (£). All funding requirements and financial risks are managed based on policies and procedures adopted by the Directors.
The Group is exposed to the following financial risk:
• Liquidity risk.
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
• trade and other receivables
• cash and cash equivalents; and
• trade and other payables
To the extent financial instruments are not carried at fair value in the Statement of Financial Position, book value approximates to fair value as at 30 April 2025 and 30 April 2026.
Trade and other receivables are measured at amortised cost. Book values and expected cash flows are reviewed by the Directors and any impairment charged to the Statement of Comprehensive Income in the relevant period.
|
Trade and other payables are measured at amortised cost. |
| |
|
Financial instruments by category | ||
|
Financial assets |
2026 |
2025 |
|
|
£’000 |
£’000 |
|
Cash and cash equivalents |
3,057 |
2,234 |
|
Trade and other receivables |
28 |
114 |
|
Receivables at amortised cost |
28 |
114 |
|
Financial assets at amortised cost |
3,085 |
2,348 |
|
Financial liabilities |
2026 |
2025 |
|
|
£’000 |
£’000 |
|
Current trade payables |
84 |
90 |
|
Accruals |
224 |
187 |
|
Other payables |
91 |
160 |
|
Trade and other payables |
399 |
437 |
|
Loans and borrowings |
2 |
4 |
|
Lease liabilities |
106 |
– |
|
Financial liabilities at amortised cost |
507 |
441 |
The management of risk is a fundamental concern of the Directors. This note summarises the key risks to the Group and the policies and procedures put in place by the Directors to manage them.
22. Liquidity risk
Liquidity risk, in relation to financial assets, is the risk that the Group cannot realise assets quickly enough to meet obligations or fund operations. The Directors manage this through oversight of working capital.
The table that follows analyses the Group’s financial liabilities by contractual maturities, with all amounts disclosed representing the undiscounted contractual cash outflows.
|
Within 1 year |
1-2 years |
Total |
|
£'000 |
£’000 |
£’000 |
|
At 30 April 2026 |
|
|
|
Trade payables 84 |
– |
84 |
|
Accruals 224 |
– |
224 |
|
Other payables 91 |
– |
91 |
|
Loans and borrowings 2 |
– |
2 |
|
Lease liabilities 44 |
77 |
121 |
|
Total 445 |
77 |
522 |
|
Within 1 year |
1-2 years |
Total |
|
£'000 |
£’000 |
£’000 |
|
At 30 April 2025 |
|
|
|
Trade payables 90 |
– |
90 |
|
Accruals 187 |
– |
187 |
|
Other payables 160 |
– |
160 |
|
Loans and borrowings 3 |
1 |
4 |
|
Total 440 |
1 |
441 |
|
The Directors’ objectives when maintaining the Group’s capital are: |
|
|
• to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for Shareholders and benefits for other stakeholders; and
• to provide an adequate return to Shareholders by pricing products and services commensurately with the level of risk.
The capital structure of the Group consists of Shareholders’ equity as set out in the Statement of Changes in Equity. All working capital requirements are financed from existing cash resources and borrowings.
|
23. Trade and other payables |
| |
|
|
2026 £’000 |
2025 £’000 |
|
Trade payables |
84 |
90 |
|
Contract liabilities (note 24) |
42 |
– |
|
Accruals |
224 |
187 |
|
Social security and other taxation |
79 |
149 |
|
Other payables |
11 |
11 |
|
|
440 |
437 |
|
24. Contracts with customers |
| |
|
The Group has recognised the following liabilities related to contracts with customers. | ||
|
Analysis of contract liabilities |
2026 £’000 |
2025 £’000 |
|
At 1 May |
– |
– |
|
Cash received in advance of performance and not recognised as revenue during the year |
42 |
– |
|
At 30 April |
42 |
– |
Contract liabilities are included within "trade and other payables" on the face of the statement of financial position. These arise from the Group's contracts because cumulative payments received from customers at each statement of financial position date do not necessarily equal the amount of revenue recognised on the contracts.
All contracts are expected to unwind within 12 months of the year end.
|
25. Lease liability |
| |
|
Maturity Analysis | ||
|
|
2026 £’000 |
2025 £’000 |
|
Within one year |
44 |
– |
|
In two to five years |
77 |
– |
|
Total undiscounted liabilities |
121 |
– |
|
Future finance charges and other adjustments |
(15) |
– |
|
Lease liabilities in the financial statements |
106 |
– |
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date as follows:
|
|
2026 £’000 |
2025 £’000 |
|
Current liabilities |
34 |
– |
|
Non-current liabilities |
72 |
– |
|
|
106 |
– |
|
Amounts recognised in the profit or loss include the following: |
|
|
|
|
2026 £’000 |
2025 £’000 |
|
Interest on lease liabilities |
11 |
– |
|
Depreciation charge |
33 |
– |
The Group's right of use asset additions and depreciation charge recognised on leases in the year is shown in note 16.
|
26. Deferred taxation |
| |
|
|
2026 £’000 |
2025 £’000 |
|
Deferred tax liabilities |
389 |
250 |
|
Deferred tax assets |
(389) |
(250) |
|
|
– |
– |
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period.
|
|
Tax losses |
Capitalised development Costs |
Provisions |
Total |
|
£'000 |
£’000 |
£’000 |
£’000 | |
|
(Asset)/liability at 1 May 2024 |
(90) |
90 |
– |
– |
|
Deferred tax movements in prior year Charge/(credit) to profit or loss |
(160) |
160 |
– |
– |
|
(Asset)/liability at 1 May 2025 |
(250) |
250 |
– |
– |
|
Deferred tax movements in current year Charge/(credit) to profit or loss |
(112) |
139 |
(27) |
– |
|
(Asset)/liability at 30 April 2026 |
(362) |
389 |
(27) |
– |
During the year total unrecognised tax losses amounted to £6,061,000 (2025: £4,980,000) which would have resulted in an additional deferred tax asset of £1,515,000 (2025: £1,245,000) when recognised at the applicable deferred tax rate of 25% (2025: 25%).
|
27. Retirement benefit schemes |
| |
|
Defined contribution schemes |
2026 £’000 |
2025 £’000 |
|
Charge to profit or loss in respect of defined contribution schemes |
41 |
12 |
The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.
28. Share-based payments
Quantum Base Holdings Plc operates two equity-settled share-based remuneration schemes: Restricted Share Awards (RSAs) and Performance Share Awards (PSAs) for certain employees. For the avoidance of doubt, the 2,164,019 options present below cover both schemes in the 2026 financial year. In previous years, two separate equity-settled share-based remuneration schemes were operated by Quantum Base Holding PLC: a United Kingdom tax authority approved scheme for certain employees and an unapproved scheme for advisers of Quantum Base Holdings Plc. For the avoidance of doubt, the 49,704 options presented below covered both schemes in the 2025 financial year.
Number of share options Average exercise price
|
|
2026 |
2025 |
2026 pence |
2025 pence |
|
Outstanding at 1 May |
– |
49,704 |
– |
0.005 |
|
Granted in the period |
2,164,019 |
– |
0.1 |
– |
|
Exercised in the period |
– |
(49,704) |
– |
0.005 |
|
Outstanding at 30 April |
2,164,019 |
– |
0.1 |
– |
|
Exercisable at 30 April |
284,834 |
–
|
– |
– |
Options granted during the year
Options granted in the year are set out below. Fair value of the RSAs were measured using the Black-Scholes model and the PSAs were measured using the Monte-Carlo Simulation model. In the prior year, no options were granted. Participants of both schemes must remain in continued service to participate. There is a market condition of achieving absolute total shareholder return for the PSAs to participate.
|
|
2026 RSAs |
2026 PSAs |
|
Grant date |
11-Dec-25 |
11-Dec-25 |
|
Weighted average fair value |
£0.22 |
£0.07 |
|
Inputs for model: |
|
|
|
– Instruments granted |
854,497 |
1,309,522 |
|
– Weighted average share price |
£0.22 |
£0.22 |
|
– Weighted average exercise price |
£0.001 |
£0.001 |
|
– Expected volatility |
59.89% - 65.38% |
59.90% |
|
– Expected life |
0 - 2 years |
2 years |
|
– Risk free rate |
3.80% - 3.90% |
3.80% |
|
– Expected dividends yields |
0.00% |
0.00% |
Warrants granted
In 2025 the Company granted two tranches of warrants to advisors as part of the process of listing shares. Management have assessed the requirements of both IFRS 2 and IFRS 9 and determined that as the warrants were issued to advisors and have an attached non-market performance condition, the requirements of IFRS 2 are met and the warrants should be classified as an equity settled supplier share-based payment. The fair value was determined using a Black-Scholes calculation. As all vesting conditions associated with the warrants were satisfied at the point of grant the entire fair value has been recognised in the previous financial year.
Additionally in accordance with the requirements of IAS 32 some of the fair value of the warrants was recognised directly within share premium as part of the costs of issuing new shares.
|
No warrants were issued in 2026. |
| |
|
|
2025 Tranche 1 |
2025 Tranche 2 |
|
Grant date |
4 April 2025 |
4 April 2025 |
|
Weighted average fair value |
£0.10 |
£0.13 |
|
Instruments granted |
640,803 |
640,803 |
|
– Weighted average share price |
£0.23 |
£0.23 |
|
– Weighted average exercise price |
£0.23 |
£0.23 |
|
– Expected volatility |
59.31% |
62.05% |
|
– Expected life |
3 years |
5 years |
|
– Risk free rate |
3.66% |
3.77% |
|
– Expected dividends yields |
0.00% |
0.00% |
The following information is relevant in the determination of the fair value of options granted during the year under the equity share-based schemes operated by the Group.
|
|
2026 £’000 |
2025 £’000 |
|
Share-based payment charge |
|
|
|
Share option costs recognised within administrative expenses |
40 |
2,759 |
|
Share option costs recognised within intangible fixed assets |
69 |
– |
|
Warrant costs recognised within costs of listing |
– |
99 |
|
Warrant costs recognised directly in share premium |
– |
47 |
Within the £109,000 share based payment expense in the Group financial statements, £95,000 relates to share-based payment expenses in the subsidiary, Quantum Base Limited.
|
29. Share capital |
| |||
|
Ordinary share capital |
2026 Number |
2025 Number |
2026 £’000 |
2025 £’000 |
|
Issued and fully paid |
|
|
|
|
|
Ordinary of 0.1p each |
84,367,164 |
64,080,319 |
84 |
64 |
|
Deferred of 4.415p each |
423,404 |
423,404 |
19 |
19 |
|
At 30 April |
84,790,568 |
64,503,723 |
103 |
83 |
|
Reconciliation of movements during the year |
|
|
Ordinary Number |
Deferred Number |
|
At 1 May 2025 |
|
|
64,080,319 |
423,404 |
|
Shares issued |
|
|
20,286,845 |
– |
|
At 30 April 2026 |
|
|
84,367,164 |
423,404 |
The following changes to the share capital of the Company have taken place during the current year:
On 22 December 2025 20,286,845 ordinary shares of £0.001 were allotted for £0.21 each. The total statement of capital of the Company was 1 deferred share of £0.05 each, 423,403 deferred shares of £0.04415 each and 84,367,164 ordinary shares of £0.001 each. Share premium of £4,239,950 was recognised and cost of float of £400,000 was set against share premium.
|
30. Share premium account |
| |
|
|
2026 £’000 |
2025 £’000 |
|
At the beginning of the year |
4,277 |
2,056 |
|
Issue of new shares |
4,240 |
5,810 |
|
Bonus issue of shares |
– |
(50) |
|
Other movements |
(400) |
(3,539) |
|
At the end of the year |
8,117 |
4,277 |
In the prior year, on 16 December 2024, the Company cancelled the balance of its existing share premium account following a capital reduction. Subsequent shares issued on admission to AIM generated new share premium of £3,581,000, net of issue costs charged directly against share premium. The other movements balance therefore comprises a capital reduction of £2,843,000 and issue costs set against share premium of
£696,000. In the current year, other movements comprises issue costs only. For further details see note 29.
31. Commitments and contingent liabilities
The Group had no contingent liabilities or capital commitments (2025: none).
32. Other lease commitments
Lessee
At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases. These have been excluded from right of use assets under the exemption for short term lease agreements under 12 months in length. The future minimum lease payments fall due as follows:
|
Land and buildings |
2026 £’000 |
2025 £’000 |
|
Within one year |
82 |
36 |
|
Within one to two years |
4 |
– |
|
Total |
86 |
36 |
An expense in relation to short-term or low-value leases of £40,000 is recognised in the statement of comprehensive income during the year. The lease was signed immediately before the previous year end, therefore no lease charges have been expensed in the prior year.
Information relating to lease liabilities is included in note 25.
33. Events after the reporting date
Since the year end, the Group has agreed in principle to reverse the prior-year disposal of intellectual property to Q-Chip Security Limited described in note 34. The reversal is subject to a formal agreement, which has not yet been signed, and is expected to complete during the year ending 30 April 2027.
|
34. Related party transactions |
| |
|
Remuneration of key management personnel | ||
|
The compensation of key management personnel (including the Directors) is as follows: | ||
|
|
2026 £’000 |
2025 £’000 |
|
Short-term employee benefits |
698 |
310 |
|
Post-employment benefits |
17 |
2 |
|
Share-based payments |
16 |
547 |
|
Services paid to third parties |
108 |
– |
|
|
839 |
859 |
|
Other transactions with related parties |
|
|
|
Unless otherwise stated, amounts disclosed below are exclusive of VAT. |
|
|
Phillip Speed / IPCZ Limited
Phillip Speed was appointed as a non-executive director on 28 July 2025. During the year, £27,460 (2025: £nil) of the fees payable to him in respect of that appointment, and included within directors’ remuneration in note 10, was settled via IPCZ Limited, a company connected with Phillip Speed. No amount was outstanding to IPCZ Limited at 30 April 2026. Further details regarding Phillip Speed’s remuneration arrangements are disclosed in note 10.
Adrian Collins / Fincorp International Limited
Adrian Collins was appointed as a non-executive director on 4 April 2025. During the year, £44,625 (2025: £3,375) of amounts payable in respect of services provided by Adrian Collins and Fincorp International Limited were settled via Fincorp International Limited, a company connected with Adrian Collins. Of this amount, £3,375 related to services accrued and disclosed in the prior year and £41,250 related to the current year. £1,500 (2025:
£3,375) was outstanding to Fincorp International Limited at 30 April 2026. Further details regarding Adrian Collins’ remuneration arrangements are disclosed in note 10.
With effect from 1 April 2026, Adrian Collins’ arrangements were more clearly delineated between non-executive director fees of £15,000 per annum, included within directors’ remuneration in note 10, and separate specialist consultancy services provided separately from his role as a non-executive director. At 30 April 2026, £1,250 was outstanding to Adrian Collins in respect of April 2026 non-executive director fees and £1,500 was outstanding or accrued in respect of April 2026 consultancy services.
In the prior year, amounts charged by Fincorp International Limited totalled £3,375 plus VAT, which remained outstanding at 30 April 2025.
Thomas Taylor
During the year, the Group bought rugby tickets for business entertainment. When the intended guests were unable to attend and no other guests could be found, Thomas Taylor, Chief Executive Officer, used four of the tickets personally and was charged £2,000 for them. Separately, the Group owed him £3,000 for rugby tickets he bought personally for business entertainment. The net £1,000 owed to him at 30 April 2026 was paid in September 2026.
Strategic Finance Director Limited
Strategic Finance Director Limited, a company controlled by Anthony Clayden, provided outsourced, part-time advisory services to the Company during the year under an engagement letter dated 23 September 2025. Anthony Clayden held the title of Interim Head of Finance and attended Board meetings as an adviser, but was not an employee or director of the Company or any Group company. Given his title, the announcement of his appointment to the market on 5 November 2025 and his regular access to inside information, the Company has treated the role as a key management personnel role for the purposes of IAS 24, and the fees charged are therefore disclosed as a related party transaction. Fees charged during the year totalled £108,413 (2025: £nil), and £10,108 (2025: £nil) was outstanding at 30 April 2026.
Q-Chip Security Limited
In the prior year, Quantum Base Limited disposed of a portfolio of non-core intellectual property to Q-Chip Security Limited, which was treated as a related party at the time of the transaction, insofar as its shareholders mirrored those of the Company as they stood immediately prior to Admission. The disposal resulted in a profit on disposal of £65,000 and other income of £111,000 from the recharge of legal expenses.
No further transactions with Q-Chip Security Limited occurred during the year. The receivable arising from the prior-year transaction remained outstanding at 30 April 2026. The net amount outstanding has been fully provided against. VAT recoverable in relation to the transaction has not been provided against.
Since the year end, the parties have agreed in principle to reverse this transaction, as set out in note 33.
Lancaster University
Lancaster University, a shareholder, provides property rental arrangements to Quantum Base Limited in respect of premises used by the Group at Lancaster University. The relevant property arrangements are included within right-of-use assets.
During the year, property-related charges amounted to £42,178 and amounts paid totalled £42,278. At 30 April 2026, the related right-of-use asset had a carrying amount of £88,322 and the related lease liability was
£106,397. Amounts outstanding to Lancaster University at 30 April 2026 were £nil.
In the prior year, Lancaster University provided goods and services amounting to £80,000 and £9,000 was outstanding at 30 April 2025.
Directors’ participation in placing
On 3 December 2025, Adrian Collins and Mark Fahy, both directors of the Company, participated in the Company’s placing on the same terms as other investors. The issue of placing shares to them was disclosed as a related-party transaction under AIM Rule 13 by virtue of their status as directors.
|
|
|
| |||
|
Director |
|
Existing shares |
Placing shares subscribed |
Holding on Admission |
% on Admission |
|
Adrian Collins |
|
216,450 |
47,619 |
264,069 |
0.30% |
|
Mark Fahy |
|
696,727 |
47,333 |
744,060 |
0.86% |
No amount was outstanding in respect of these subscriptions at 30 April 2026.
Prior-year transactions with no current-year equivalent
In the prior year, Lucie Watson, who is the wife of Thomas Taylor, a director and key management person of the Group, subscribed for 1,578 A Ordinary shares for consideration of £100,000. The shares were subsequently subdivided into 157,800 A Ordinary shares. No amount was outstanding in respect of this subscription at 30 April 2025 or 30 April 2026.
In the prior year, Thomas Taylor, Chief Executive Officer, provided funding to the Group by way of unsecured, interest-free loans made on various dates prior to Admission. The total amount outstanding under these loans was
£188,000. On 31 March 2025, this balance was fully settled through the issue of 812,999 new Ordinary Shares in the Company to Thomas Taylor at the placing price, in accordance with the Subscription Agreement entered into on that date. Accordingly, no balance was outstanding to or from Thomas Taylor at 30 April 2025 or 30 April 2026.
In the prior year, the Group settled tax liabilities arising on the exercise of EMI share options on behalf of certain directors and senior management. At 30 April 2025, amounts owed to the Group by related parties totalled
£85,000, comprising £16,000 from Mark Fahy, £31,000 from Thomas Taylor and £38,000 from David Howarth, a person discharging managerial responsibilities (‘PDMR’). These balances were repaid after the prior year end. No amount was outstanding from these individuals at 30 April 2026.
In the prior year, David Broadbent, who was appointed as a director of Quantum Base Holdings Plc on 4 April 2025, provided services to the Group through his company Cross Royd Consulting Limited totalling
£5,000. No amount was outstanding at 30 April 2025 or 30 April 2026.
35. Controlling party
The Company does not currently have an ultimate controlling party and did not have one in this reporting year or the preceding reporting year.
36. Employees (Company)
The average monthly number of persons (including directors) employed by the Company during the year was:
|
|
2026 Number |
2025 Number |
|
Directors |
7 |
4 |
|
37. Investments (Company) |
|
Non-current |
|
|
2026 |
2025 |
|
|
£’000 |
£’000 |
|
Investments in subsidiaries |
1,445 |
1,350 |
Fair value of financial assets carried at amortised cost
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements are not equal to their fair values. The estimated fair value of the investment is considered to be materially in excess of its carrying amount, having regard to the market capitalisation of Quantum Base Holdings Plc and the value attributable to the underlying subsidiary undertaking.
Investment in subsidiary undertakings
Details of the Company's principal operating subsidiaries are included in note 17.
|
Movements in non-current investments |
|
Investments in |
|
|
|
subsidiaries £000 |
|
Cost |
|
|
|
At 1 May 2025 |
|
1,350 |
|
Additions (in respect of share-based payments, see note 28) |
|
95 |
|
At 30 April 2026 |
|
1,445 |
|
Carrying amount |
|
|
|
At 30 April 2026 |
|
1,445 |
|
At 30 April 2025 |
|
1,350 |
|
38. Trade and other receivables (Company) |
|
|
|
Company |
2026 £’000 |
2025 £’000 |
|
VAT recoverable |
– |
203 |
|
Amounts owed by subsidiary undertakings |
8,619 |
6,077 |
|
Prepayments |
58 |
67 |
|
|
8,677 |
6,347 |
Amounts owed by subsidiary undertakings are due under an on demand facility agreement, and are unsecured, interest free and repayable on demand. The Company recharges its employment costs, including directors’ salaries paid on its behalf by the subsidiary, and its third-party costs of providing group services to its subsidiary, Quantum Base Limited, with a 10% mark-up, under an intercompany services agreement. These charges,
£1,752,000 including VAT in the year (2025: £nil), are included in amounts owed by the subsidiary, having been settled through the intercompany loan rather than in cash.
The balance is a financial asset measured at amortised cost and is subject to the expected credit loss requirements of IFRS 9. As the loan is repayable on demand and Quantum Base Limited did not have sufficient liquid resources to repay the balance at 30 April 2026, the balance has been assessed for lifetime expected credit losses by reference to the Company’s recovery strategy.
The assessment considers the value of Quantum Base Limited, which holds substantially all of the Group’s technology, patents and customer contracts. At 30 April 2026, the implied enterprise value of the Group, based on its quoted market value less cash, was £17.1 million compared with the £8.6 million balance outstanding. The directors therefore concluded that no loss allowance was required (2025: £nil).
This conclusion is subject to significant judgement. A sustained reduction in the Company’s share price below 14p, or an inability to obtain the additional funding referred to in the going concern note, could result in the recognition of a loss allowance in future periods.
|
39. Trade and other payables (Company) |
| |
|
|
2026 £'000 |
2025 £'000 |
|
Trade payables |
63 |
– |
|
VAT liability |
43 |
– |
|
Social security and other taxation |
43 |
– |
|
Accruals |
136 |
102 |
|
|
285 |
102 |
40. Share capital (Company)
The Company information for share capital is the same as the Group information and is shown in note 29.
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