Quantum Blockchain Technologies Plc - Final Results

Quantum Blockchain Technologies Plc - Final Results

PR Newswire

LONDON, United Kingdom, June 24

24 June 2024

Quantum Blockchain Technologies Plc

("QBT" or "the Company")

FINAL RESULTS

Quantum Blockchain Technologies (AIM: QBT), a Research & Development and investing company focused on an intensive R&D programme to disrupt the blockchain technology sector, is pleased to announce its final results for the year ended 31 December 2024.

The Company's Annual General Meeting ("AGM") will be held at Company's registered address, 1st Floor, 1 Chancery Lane, London, WC2A 1LF at 12.00 pm on 21 July 2025.

The Annual Report and Accounts together with the AGM Notice and Form of Proxy (together the "Documents") are available on the Company's website under the "Investor Relations - Annual Reports and Circulars" section. The Documents will be posted shortly to those shareholders who have requested to receive printed documents.

Related Party Transaction

As announced on 1 August 2024, the Company entered into a consultancy agreement effective from 1 January 2022, with Infusion (2009) Limited ("Infusion"), an English company controlled by Professor Francesco Gardin, the Company's chairman and chief executive. Under the consultancy agreement, Infusion provides the services of Professor Gardin as chief research officer.

The Company's board (excluding Professor Gardin), to reflect the level and nature of Professor Gardin's input into the Company's research programmes, agreed to increase the monthly consultancy fee payable to Infusion from £12,500 to £16,250 with effect from 1 January 2024. The Company also awarded an additional fee of £100,000 to reflect the contribution made by Professor Gardin to the Company's research programmes during 2024.

In addition, Professor Gardin assigned to Infusion his rights to a payment of 10% commission in respect of funds recovered from SIPIEM and Sosushi, Mediapolis and Geosim (four of the Company's legacy assets), as set out in Francesco Gardin's original July 2015 letter of appointment, reconfirmed in April 2021.

The awards made under the consultancy agreement and the assignment are treated as related party transactions under the AIM Rule 13 of the AIM Rules for Companies. With the exception of Francesco Gardin, who is involved in the transaction as a related party, the directors of the Company consider, having consulted with the Company's nominated adviser, that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned.

For further information please contact:

Quantum Blockchain Technologies Plc [phone]

Francesco Gardin, CEO and Executive Chairman

SP Angel Corporate Finance (Nominated Adviser & Broker) [phone]

Jeff Keating

Leander (Financial PR) [phone]

Christian Taylor-Wilkinson

About Quantum Blockchain Technologies Plc

QBT (AIM: QBT) is a London Stock Exchange AIM listed Research & Development and investing company focused on an intensive R&D programme to disrupt the Blockchain Technologies sector which includes, cryptocurrency mining and other advanced blockchain applications. The primary goal of the R&D programme is to develop Bitcoin mining tools and techniques, via its technology-driven approach, which the Company believes will significantly outperform existing market practices.

CHAIRMAN'S STATEMENT

I am pleased to present the Group's Annual Report and Financial Statements for the year ended 31 December 2024. This has been a year of progress and strategic advancements for QBT, with the goal being to establish ourselves at the forefront of Bitcoin mining technology. Our commitment to research and development ("R&D") has yielded significant breakthrough results, while our efforts to start monetising legacy assets have provided encouraging results. In addition, the achievement of a number of significant R&D milestones provided the foundations upon which the Company is now working to launch its first commercial products (Software as a Service "SaaS" and IP rights) aimed at entering the highly valued Bitcoin market.

Breakthroughs in R&D and Technological Advancements

Since launching our R&D programme at the beginning of 2021, the Company has focused on developing disruptive proprietary technology to enhance Bitcoin mining efficiency. 2024 has been an important year for QBT, marked by the continued evolution of our artificial intelligence ("AI")-driven mining optimisation techniques, and our hardware and software innovations, which are explained in more detail below.

Method C AI Oracle

One of the most significant achievements is represented by "Method C", seen by the Company as a breakthrough technology with the potential to redefine Bitcoin mining by making it significantly more efficient and cost-effective.

Method C, which was initially announced by the Company as a potential new innovation in Bitcoin mining in March 2024 leverages a predictive AI Oracle developed by QBT to identify and prioritise the most likely successful inputs to SHA-256 computations, while disregarding the non-relevant inputs.

During lab testing which was initially conducted with historical Bitcoin blocks, i.e., blocks with a lower mining difficulty than present, Method C demonstrated a remarkable 30%-50% predictive accuracy, allowing for a substantial reduction in energy consumption and an overall improvement in mining efficiency. These results were announced in October 2024 and then confirmed in January 2025 when the Company determined it was able to mine Bitcoin with a 30% enhanced efficiency on current Bitcoin blocks.

In parallel, the Company successfully implemented Method C's AI Oracle on ASIC Hardware through testing on a slower yet programmable Field Programmable Gate Array ("FPGA") chip, which was a necessary step forward towards development of a commercial product. This breakthrough led to the filing in January 2025 of a patent application entitled "Implementation of Binary Decision Tree".

QBT is currently collaborating with two ASIC chip manufacturers who are about to begin detailed evaluations of Method C and its integration into their upcoming ASIC designs.

Method A and Method B

Method A and Method B are two different machine learning ("ML") based techniques developed by QBT that in lab tests significantly outperform standard Bitcoin mining.

During 2024, the Company worked on a solution to port the QBT Client SaaS version of these two methods, working first with the standard CGminer operating system, then migrating to an ESP-miner operating system (as announced by the Company in August 2024).

The porting on ESP-miner was completed in December 2024. Since then:

- With regards to Method A, the Company has been mining live in QBT's Milan-based lab in single chip mode since January 2025 using commercially bought ASICs for Bitcoin mining and connected to an existing mining pool. The operational performance of Method A is being assessed based on its hash rate measured against that of the standard mining pool and the respective success rates from comparing one ASIC chip running with Method A and the one without it.

- With regards to Method B, the Company commenced real-time mining tests using the same ASIC chip used in the latest version of the most powerful Bitcoin mining rigs available. Consistency checks between the recent real time mining tests and past lab results are being undertaken before modifying the mining rigs' operating systems so as to allow the installation of the QBT Client version of Method B.

In both cases the Company is meticulously checking the intermediate and final results of the testing before moving into the final steps that are hoped will lead to the commercialisation of the method-hosted products.

QBT is currently in discussion with two companies to integrate its Method A and B AI technologies into existing aftermarket control boards, aiming for rapid market entry through this large user base (as announced on 19 June 2025).

Other

In addition to the above, the Company has previously filed patent applications for "ASIC UltraBoost" and "ASIC EnhancedBoost" and developed a "Quantum mining algorithm" for the use of powerful (but not yet commercially available) quantum computer for bitcoin mining, which remain under review by the relevant patent offices.

As QBT's R&D efforts continue to yield promising results, the Company has strengthened its efforts to engage with potential commercial partners. The Company has initiated early-stage discussions with some of the largest Bitcoin mining companies in North America and ASIC chip manufacturers. The Company is also assessing partnerships with leading mining rig manufacturers to explore potential licensing agreements and joint development initiatives.

To support these efforts, the Company has strengthened its leadership team. In September 2024, Jose Rios was appointed as US Strategic Advisor. He brings extensive experience in the blockchain and semiconductor industries which enhances our ability to navigate the rapidly evolving cryptocurrency landscape and establish QBT as a trusted provider of next-generation mining solutions.

Focus: Bitcoin Market and Mining Sector in 2024

In 2024, Bitcoin achieved a significant milestone with its market capitalisation surpassing US$1.9 trillion and the price of a Bitcoin exceeding US$100,000. This growth is largely attributed to increased institutional investment and a favourable regulatory environment1.

The mining sector underwent notable changes, particularly following the April 2024 halving event, which reduced block rewards from 6.25 Bitcoin to 3.125. This reduction prompted miners to enhance operational efficiency and manage increased production costs. Globally, Bitcoin mining's annual electricity consumption is estimated at 146 terawatt-hours ("TWh"), surpassing the energy usage of entire countries like Sweden2.

In response to environmental concerns, the mining industry increasingly adopted renewable energy sources. By the end of 2024, renewable energy usage in Bitcoin mining reached 41%, up from 20% in 2011, and it is expected to reach 70% by 20303. Mining companies have invested in hydroelectric, wind and solar power to mitigate carbon footprints and align with global sustainability goals. For instance, Mara Holdings acquired a wind farm in Texas to mine Bitcoin with near-zero carbon emissions during periods of sufficient wind4.

Looking ahead, the integration of AI with Bitcoin mining could drive further innovation. AI-powered optimisation tools may help miners reduce energy consumption and improve hardware efficiency. The integration of AI into Bitcoin mining reflects a broader trend of technological convergence, where advanced computing enhances efficiency and sustainability. As AI continues to reshape industries, its role in optimising resource-intensive operations like mining could contribute to a more resilient and adaptive digital economy.

Strategic Financial and Legal Achievements

In parallel with its technological advancements, the Company has further strengthened its financial position through proactive management of our legacy assets. A significant milestone was reached in June 2024 with the partial resolution of the longstanding litigation concerning Sipiem in Liquidazione S.p.A ("Sipiem"). The Venice Court of Appeal ruled in favour of Clear Leisure 2017 Ltd ("CL17"), a wholly owned subsidiary of QBT, confirming the trial court's damage award of €6,274,000 ("Judgment").

In May 2024, CL17 had reached a settlement agreement with certain Sipiem defendants ("Participating Defendants") for the amount of €700,000. This amount was paid to CL17. However, the settlement agreement was conditional upon the execution of a separate judicial settlement agreement before the Court of Appeal. The Court, however, did not set the requested new hearing to execute the (second) agreement and instead it affirmed the Judgment.

Additionally, the Venice Court of Appeal also held that the damages for the Participating Defendants to be the higher than agreed in the settlement, namely, €1 million

At the same time, CL17 also reached a settlement agreement with the receiver of Sipiem by which these parties agreed to amend the final and overall price of the credits and judicial claims involving Sipiem purchased by CL17 in 2019. It was agreed that for a cash consideration of €170,000, the receiver renounced any present or future claims regarding Sipiem, including, but not limited to, its right to receive 30% of any future sums collected (net after deduction of legal costs) as agreed in the 2019 claim purchase agreement with CL17 (and as announced by QBT on 10 September 2019).

Meanwhile, in January 2025, the defendants filed an appeal with the Italian Court of Cassation (Italy's highest court for civil and commercial matters) against the Judgment issued in June 2024. It is anticipated that this court will not issue a ruling for a number of years. However, in the meantime this does not prevent CL17 from enforcing the Judgment.

The Company has also successfully managed outstanding bond obligations:

- extending the maturity of the Company's 2020 Zero-Coupon Bond from December 2024 to December 2026 (as announced in January 2024), adjusting the yield to maturity from 1% to 3%, and

- extending maturity of the Company's 2013 Zero-Coupon Bond from December 2024 to December 2026 (as also announced in January 2024), modifying the conversion price from £0.05 to £0.03

Financial Review

The Group reported a total comprehensive loss of €2,853,000 for the year ended 31 December 2024 (2023: €4,206,000) and a loss before tax of €3,005,000 (2023: €4,348,000). Operating losses for the period were €2,977,000 (2023: €4,025,000). Included within administrative expenses are charges relating to the recognition of share options totalling €9,000 (2023: €416,000) and within finance costs are charges for the revaluation of derivatives representing a profit of €141,000 (2023: profit of €9,000). The movement in these items is dependent on the volatility of the Company's share price used for the calculation according to the relevant accounting standards. The undiluted Net Asset Value ("NAV") of the Group decreased by €2,853,000 in 2024, compared to a decrease of €675,000 in 2023. The Group had Net Current Assets of €2.2m as at 31 December 2024 (2023: Net Current Liabilities €3.1m).

Post-Balance Sheet Events

In January 2025 the Company announced:

- it had filed a new patent application covering Method C's disruptive AI Oracle ("AI Oracle"): "IMPLEMENTATION OF BINARY DECISION TREES".

- its Method C AI Oracle started performing live Bitcoin mining of current blockchain blocks, considered a significant milestone. The material competitive advantage in mining enabled by the AI Oracle is achieved either by (i) reducing the energy cost of mining by approximately 30%; or (ii), accelerating the mining speed at current energy consumption and costs with approximately a 30% greater hash rate.

- it raised £2 million (before expenses) through the placing of 173,913,044 new ordinary shares of 0.25 pence each in the Company at a price of 1.15 pence per share.

In March 2025, the Company provided a General Update on the R&D programme on Sipiem and on its other Legacy Assets. Specifically regarding Sipiem, the Company informed that the defendants filed an appeal with the Italian Court of Cassation (Italy's highest court for civil and commercial matters) against the judgment of the lower Court of Appeal of Venice issued in June 2024.

In April 2025, QBT reported it attended the Mining Disrupt 2025 conference in Florida, engaging with key industry players to discuss integrating its AI-driven Bitcoin mining solutions. The company's Method C AI Oracle demonstrated consistent mining efficiency improvements in live FPGA tests, garnering interest from potential partners for further testing and collaboration. Following which, Following the conference (as announced on May 2025), QBT signed an NDA with a leading ASIC chip manufacturer to evaluate the performance of its Method C AI Oracle on the manufacturer's hardware. The evaluation, supervised by QBT's R&D team, aims to validate the technology's effectiveness and could lead to a commercial partnership.

On 19 May 2025, the Company reported that Peter Fuhrman, a Company Non-Executive Director had passed away. On 21 May 2025 QBT announced the appointment of Vladimir Basilio Kusznirczuk as a new Non-Executive Director.

Conclusion

Looking ahead, the Board believes QBT is entering a defining phase. The significant progress made with all three Methods has placed the Company in a position to start progressing its commercial options.

The Board is of the opinion that QBT is well-positioned to emerge as a key technology provider in the Bitcoin mining sector. The dedicated R&D team, cutting-edge research facilities and a well-funded strategy has provided the foundations for long-term success for the Company. As progress continues to move forward, the Company remains committed to its core mission: Developing innovative solutions that redefine the efficiency and profitability of Bitcoin mining.

The Directors would like to extend their gratitude to shareholders, staff and commercial partners for their continued support as the Company moves forward on its exciting journey.

https://www.reuters.com/technology/view-bitcoin-surges-above-100000-2024-12-05/#:~:text=%22Bitcoin%20reaching%20%24100%2C000%20is%20a,has%20proven%20its%20staying%20power.

2 https://www.ft.com/content/8ad1b83f-4b68-43ca-a6d2-56edbca0ef0a

3https://cryptoslate.com/bitcoin-mining-edges-toward-green-dominance-with-70-renewables-by-2030/

4 https://www.ft.com/content/8ad1b83f-4b68-43ca-a6d2-56edbca0ef0a

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	Note	2024	2023
		€'000	€'000
Revenue		-	-
		-	-
Administrative expenses	7	(2,977)	(4,025)
Other income		-	-
Operating loss		(2,977)	(4,025)
Other gains and losses		89	32
Impairment of investments	7	(241)	-
Share of loss from equity-accounted associates	8	-	(59)
Finance costs	9	124	(296)
Loss before tax		(3,005)	(4,348)
Tax	12	152	142
Loss for the year		(2,853)	(4,206)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR		(2,853)	(4,206)
Earnings per share:
Basic loss per share (cents)	13	€0.221	€0.382
Diluted loss per share (cents)	13	€0.150	€0.256

There was no other comprehensive income during the year

GROUP AND COMPANYSTATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	Notes	Group 2024	Group 2023	Company 2024	Company 2023
		€'000	€'000	€'000	€'000
Non-current assets
Intangible assets	15	2	2	-	-
Property, plant and equipment	14	115	169	-	-
Financial assets at fair value through profit and loss	16	162	396	3	76
Investments held at cost	16	-	-	1	11
Investments in equity-accounted associates	8	-	7	-	7
Total non-current assets		279	574	4	94
Current assets
Trade and other receivables	17	2,004	3,243	630	946
Cash and cash equivalents	18	604	2,057	600	2,041
Total current assets		2,608	5,300	1,230	2,987
Total assets		2,887	5,874	1,234	3,081
Current liabilities
Trade and other payables	19	(360)	(413)	(458)	(390)
Borrowings	20	-	(7,451)	-	(7,451)
Derivative financial instruments	21	-	(459)	-	(459)
Provisions	22	(80)	(98)	(80)	(98)
Total current liabilities		(440)	(8,421)	(538)	(8,398)
Net current assets/(liabilities)		2,168	(3,121)	692	(5,411)
Total assets less current liabilities		2,447	(2,547)	696	(5,317)
Non-current liabilities
Borrowings	20	(7,519)	-	(7,519)	-
Derivative financial instruments	21	(317)	-	(317)	-
Total non-current liabilities		(7,836)	-	(7,836)	-
Total liabilities		(8,276)	(8,421)	(8,374)	(8,398)
Net liabilities		(5,389)	(2,547)	(7,140)	(5,317)
Equity
Share capital	23	9,219	9,219	9,219	9,219
Share premium account	23	54,165	54,165	54,165	54,165
Other reserves	25	14,237	14,228	5,912	5,903
Retained losses		(83,012)	(80,159)	(76,436)	(74,604)
Total equity		(5,391)	(2,547)	(7,140)	(5,317)

An income statement for the parent company is not presented in accordance with the exemption allowed by section 408 of the Companies Act 2006. The parent company's comprehensive loss for the financial year amounted to €1,832,000 (2023: loss of €2,442,000).

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

Group	Share capital €'000	Share premium account €'000	Other reserves €'000	Retained losses €'000	Total equity €'000
At 1 January 2023	8,378	50,541	13,812	(75,953)	(3,222)
Total present loss and comprehensive loss for the year	-	-	-	(4,206)	(4,206)
Exercise of warrants	-	-	-	-	-
Issue of shares	841	3,624	-	-	4,465
Grant of share options	-	-	416	-	416
Modification of bond	-	-	-	-	-
At 31 December 2023	9,219	54,165	14,228	(80,159)	(2,547)
Total comprehensive loss for the year	-	-	-	(2,853)	(2,853)
Increase in fair value of share options	-	-	8	-	8
Grant of share options	-	-	1	-	1
At 31 December 2024	9,219	54,165	14,237	(83,012)	(5,391)

The following describes the nature and purpose of each reserve:

Share capital represents the nominal value of equity shares.

Share premium amount subscribed for share capital in excess of the nominal value.

Retained losses cumulative net gains and losses less distributions made and items

of other comprehensive income not accumulated in another

separate reserve. Included within retained losses are movements

relating to the grant, exercise, and fair value movement of the

warrants issued during the year.

Other reserves consist of four reserves, as detailed in Note 25, see below:

Merger reserve relates to the difference in consideration and nominal value of

shares issued during a merger and the fair value of assets

transferred in an acquisition of 90% or more of the share capital of

another entity.

Loan note equity reserve relates to the equity portion of the convertible loan notes.

Share option reserve fair value of the employee and key personnel equity settled share

option scheme as accrued at the reporting date.

Capital contribution reserve represents capital contributions received from shareholders or

parent, without the issuance of shares.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

Company	Share capital €'000	Share premium account €'000	Other reserves €'000	Retained losses €'000	Total €'000
At 1 January 2023	8,378	50,541	5,487	(72,162)	(7,756)
Total present loss and comprehensive loss for the year	-	-	-	(2,442)	(2,442)
Exercise of warrants	-	-	-	-	-
Issue of shares	841	3,624	-	-	4,465
Grant of share options	-	-	416	-	416
Modification of bond	-	-	-	-	-
At 31 December 2023	9,219	54,165	5,903	(74,604)	(5,317)
Total comprehensive loss for the year	-	-	-	(1,832)	(1,832)
Increase in fair value of share options	-	-	8	-	8
Grant of share options	-	-	1	-	1
At 31 December 2024	9,219	54,165	5,912	(76,436)	(7,140)

The following describes the nature and purpose of each reserve:

Share capital represents the nominal value of equity shares.

Share premium amount subscribed for share capital in excess of the nominal value.

Retained losses cumulative net gains and losses less distributions made and items

of other comprehensive income not accumulated in another

separate reserve. Included within retained losses are movements

relating to the grant, exercise, and fair value movement of the

warrants issued during the year.

Other reserves consist of three reserves, as detailed in Note 25, see below:

Merger reserve relates to the difference in consideration and nominal value of

shares issued during a merger and the fair value of assets

transferred in an acquisition of 90% or more of the share capital of

another entity.

Loan note equity reserve relates to the equity portion of the convertible loan notes.

Share option reserve fair value of the employee and key personnel equity settled share

option scheme as accrued at the reporting date.

Capital contribution reserve represents capital contributions received from shareholders or

parent, without the issuance of shares.

GROUP AND COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Note	Group 2024 €'000	Group 2023 €'000		Company 2024 €'000	Company 2023 €'000
Cash used in operations
Loss before tax		(3,005)	(4,348)		(1,986)	(2,585)
Impairment of investments	16	241	303		253	-
Share of post-tax losses of equity accounted associates	8	-	59		-	59
Impairment of intercompany receivables		3	-		3	-
Impairment of other assets		55	-		55	-
Finance charges	9	(124)	296		(124)	295
Depreciation expense	14	55	55		-	-
Decrease in receivables	17	1,240	1,383		318	110
(Decrease) /increase in payables	19	(145)	(164)		(25)	(298)
Share based payments		9	416		9	416
R&D tax credit		-	154		-	154
Net cash outflow from operating activities		(1,671)	(1,846)		(1,497)	(1,849)
Cash flows from investing activities
Purchase of investments	16	-	(22)		-	(22)
Purchase of other investments		-	(5)		-	(6)
Purchase of property, plant and equipment	14	1	-		-	-
Purchase of intangible assets	15	-	(2)		-	-
Net cash outflow from investing activities		1	(29)		-	(28)
Cash flows from financing activities
Proceeds from capital issue		-	3,465		-	3,465
Net interest received /(paid)		51	(9)		52	(9)
Capital contribution		162	-		-	-
Net cash (outflow)/inflow from financing activities		213	3,456		52	3,456
Net (decrease) /increase in cash for the year		(1,457)	1,581		(1,445)	1,579
Cash and cash equivalents at beginning of year		2,057	463		2,041	449
Exchange differences		4	13		4	13
Cash and cash equivalents at end of year	18	604	2,057		600	2,041

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. General Information

Quantum Blockchain Technologies plc is a company incorporated in England under the Companies Act 2006. The Company's ordinary shares are traded on AIM of the London Stock Exchange. The address of the registered office is given on the Company Information page. The nature of the Group's operations and its principal activities are set out in the Directors' report on page 14.

2. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the period covered by these consolidated financial statements.

Basis of preparation

The consolidated Financial Statements of Quantum Blockchain Technologies plc have been prepared in accordance with United Kingdom adopted International Accounting Standards ("UK-adopted international accounting standards") and the parts of Companies Act 2006 applicable to companies reporting under UK-adopted international accounting standards.

The financial statements have been prepared under the historical cost convention as modified by the revaluation of assets and liabilities held at fair value.

The preparation of Financial Statements in conformity with UK-adopted international accounting standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated Financial Statements are disclosed in Note 3.

The Consolidated Financial Statements are presented in Euros (€), the functional and presentation of the entity rounded to the nearest €'000.

The Group has adopted the amendments to IAS 16 Property, Plant and Equipment (issued in May 2020) in the current year. This has not had a material impact on the Group financial statements.

The Group has adopted the amendments to IAS 16 IAS 37 Provisions, Contingent Liabilities and Contingent Assets (issued in May 2020) in the current year. This has not had a material impact on the Group financial statements.

Going Concern

In 2024 the Group incurred a loss of €2,853,000 (2023: €4,206,000) and had net current assets as at 31 December 2024 of €2,168,000 (2023: net current liabilities of €3,121,000). Forecasts for the period to 30 June 2026 has been prepared on the prudent assumptions that the Group will still be non-revenue generating, will not receive any portion of its litigation claims. Nonetheless, on the basis of the equity funding raised in January 2025 which raised a total of EUR 2.417 million (before expenses), and the extension on our two convertible bond repayments from December 2024 to December 2026, the Board believes that the Group, at the date of this report, may hold sufficient liquidity to sustain its operational existence for the following twelve months without the specific necessity to raise further funding either through an equity placing on AIM, or through other external sources, unless for additional specific investment opportunities or ventures.

After making due enquiries, the Directors have formed the opinion that there is a reasonable expectation that, in the next 12 months, there should be no need to secure further resources, but in case of new investment opportunities the Group can secure further funds to sustain such expenses and that adequate arrangements will be in put place to enable the settlement of their financial commitments, as and when they fall due.

On this note, the Directors continue to adopt the going concern basis in preparing the financial statements.

Notwithstanding the above, the Directors believe that due to the tight constraints existing within the budget at 30 June 2026 and given the inherent commercial uncertainties in relation to future events, a material uncertainty over the outcome of the matters described exists and Group might be required to raise further financing and note the uncertainty in relation to the Group being able to realise its assets and discharge its liabilities in the normal course of business.

New standards, interpretations and amendments not yet adopted

The Group decided not to early adopt the following amendments to standards which are not yet mandatory.

Amendments to IAS 21 - Lack of Exchangeability (issued in August 2023)

IAS 21 prescribes the accounting for:

• Transactions in foreign currencies
• Translating the accounts of foreign operations prior to consolidation.

Individual transactions in foreign currencies are initially recorded at the exchange rate prevailing on the date of the transaction. At the date of settlement, cash transferred is recorded at the rate prevailing on the settlement date. Any exchange difference arising is recognised in profit or loss.

The statement of financial position of a foreign operation is translated using the closing rate, being the exchange rate at the reporting date. The statement of profit or loss and other comprehensive income is translated using the exchange rates at the dates of the transactions. For practical reasons, an average rate for the period is often used to translate income and expense items where this approximates the exchange rates at the dates of the transactions. However, if exchange rates fluctuate significantly, the use of the average rate for a period is inappropriate. Exchange differences arising are reported as other comprehensive income.

The amendments primarily include the following:

• Requirements to assess when a currency is exchangeable into another currency and when it is not
• Requirements to estimate the spot exchange rate when a currency is not exchange into another currency
• Additional disclosure requirements when an entity estimates the spot exchange rate because a currency is not exchange into another currency
• Application guidance to help entities assess whether a currency is exchangeable into another currency and to estimate the spot exchange rate when a currency is not exchangeable
• Illustrative examples
• Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards to align the requirements related to severe hyperinflation to the amended IAS 21.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Annual Improvements to IFRS Accounting Standards - Volume 11 - IFRS 1, IFRS 7, IFRS 9, IFRS 10 & IAS 7(issued in July 2024)

• IFRS 9 Financial Instrument - Transaction price. The amendment deletes the reference to 'transaction price' and revises the wording around it in paragraph 5.1.3; and removes the reference to IFRS 15 in Appendix A.
• IFRS 9 Financial Instrument - Lessee derecognition of lease liabilities. The amendment clarifies a lessee's accounting for derecognition of a lease liability by adding a cross-reference to paragraph 3.3.3 of IFRS 9 in paragraph 2.1(b)(ii) of IFRS 9.
• IFRS 7 Financial Instruments: Disclosures - Gain or loss on derecognition. The amendment replaces the reference to paragraph 27A of IFRS 7, a paragraph that no longer exists, with a reference to paragraphs 72-73 of IFRS 13; and replaces the phrase 'inputs that were not based on observable market data' with 'unobservable inputs.
• IFRS 1 First-time Adoption of International Financial Reporting Standards - Hedge accounting by a first-time adopter. The amendment replaces the word 'conditions' with 'qualifying criteria' and adds cross-references to paragraph 6.4.1 of IFRS 9 in paragraphs B5-B6 of IFRS 1. This is to ensure consistency with the wording in IFRS 9.
• IFRS 10 Consolidated Financial Statement - Determination of a 'de facto' agent. The amendment clarifies the requirements in paragraph B74 of IFRS 10.
• IAS 7 Statement of Cash Flows - Cost method. The amendment replaces the term 'cost method', a term that is no longer defined in IFRS Accounting Standards, with 'at cost' in paragraph 37 of IAS 7.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Amendments to IFRS 18 - Presentation and Disclosure in Financial Statements (issued in April 2024)

IFRS 18 aims to provide greater comparability and transparency in how companies present their financial statements, with particular focus on financial performance in the statement of profit or loss (SOPL).

IFRS 18 introduces three new requirements:

• Two new defined subtotals in the SOPL in the form of operating profit or loss and profit or loss before financing and income tax. In addition, there will be three new defined categories for income and expenses (operating, investing and financing) to bring about a consistent structure to the SOPL.
• Disclosure notes on management-defined performance measures (MPMs). A disclosure note is required to explain why the MPM is reported, how it is calculated, any changes to the MPM and a reconciliation back to the most directly comparable IFRS-defined subtotal. As part of the financial statements, this note will be subject to audit.
• Enhanced guidance on the aggregation and disaggregation of information in the financial statements. The guidance covers whether information should be presented in the primary financial statements or disclosed in the notes (if material), how to meaningfully label items and disclose information about 'other' items and how to present or disclose operating expenses by nature or by function.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Amendments to IFRS 19 - Subsidiaries without Public Accountability: Disclosures (issued in May 2024)

The amendments allow eligible subsidiaries to use IFRS Accounting Standards with reduced disclosures. IFRS 19 aims to reduce the costs of preparing subsidiary financial statements without compromising

the usefulness of information included in the financial statements. Subject to any local endorsement requirements, the standard is effective from 1 January 2027, with early adoption permitted.

IFRS 19 has been designed to simplify the group reporting process by:

• enabling subsidiaries to keep only one set of accounting records that satisfies the needs of both their parent and the users of their financial statements; and
• reducing disclosure requirements to be more proportionate to the needs of the users of their financial statements.

Subsidiaries are eligible to apply IFRS 19 if they do not have public accountability, and their parent company applies IFRS Accounting Standards in their consolidated financial statements. A subsidiary has public accountability if it has equities or debt listed on a stock exchange or if it holds assets in a fiduciary capacity for a broad group of outsiders.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Basis of consolidation

Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements present the results of the company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. All subsidiaries have a reporting date of December.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

There is alignment of accounting polices across all Group entities by using uniform accounting policies for like transactions and other events in similar circumstances.

The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

On consolidation, the results of overseas operations are translated into euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date.

Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve.

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit or loss on disposal.

Investments in subsidiaries

Investments in subsidiaries are stated at cost less any impairment loss.

Investments in associates

Investments in associates are accounted for using the equity method less any impairment loss.

The carrying amount of the investment in associates is increased or decreased to recognise the Group's share of the profit or loss and other comprehensive income of the associate, adjusted where necessary to ensure consistency with the accounting policies of the Group.

Unrealised gains and losses on transactions between the Group and its associates are eliminated to the extent of the Group's interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment.

Foreign currency

The functional currency is Euro. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. This is applicable to non-monetary items. Exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other exchange gains and losses are presented in the income statement within 'other (losses)/gains - net'.

Changes in the fair value of monetary securities denominated in foreign currency are analysed between translation differences resulting from changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income.

Taxation

The tax expense represents the sum of the tax currently payable and any deferred tax.

Current taxes are based on the results of the Group companies and are calculated according to local tax rules, using the tax rates and laws that have been enacted or substantially enacted by the reporting date.

Deferred tax is provided in full using the financial position liability method for all taxable temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax is measured using currently enacted or substantially enacted tax rates and laws. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax assets are recognised to the extent the temporary difference will reverse in the foreseeable future and that it is probable that future taxable profit will be available against which the asset can be utilised. Deferred tax is recognised for all deductible temporary differences arising from investments in subsidiaries and associates, to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

Revenue

The principal activities of the Group are the R&D programme and operating as an investing company with a portfolio of assets in technology sectors. The main focus of management is to successfully run the R&D programme and release new products to market.

The Group also provides consultancy services to companies within the Group.

To determine whether to recognise revenue, the Group follows a 5-step process:

1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations, and then
5. Recognising revenue when/as performance obligation(s) are satisfied.

Revenue is recognised as earned at a point in time on the unconditional supply of these services, which are received and consumed simultaneously by the customer. The Group measures revenues at the fair value of the consideration received or receivable for the provision of consultancy services net of Value Added Tax.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value. The following useful lives are applied:

Computers 5 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the profit or loss

Impairment of property, plant and equipment

At each reporting end date, the company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment

loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Financial instruments

Classification and measurement

The Group classifies its financial assets into the following categories: those to be measured subsequently at fair value through profit or loss (FVPL) and those to be held at amortised cost.

Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows.

Management determines the classification of financial assets at initial recognition. The Group's policy with regard to financial risk management is set out in Note 21. Generally, the Group does not acquire financial assets for the purpose of selling in the short term.

The Group's business model is primarily that of "hold to collect" (where assets are held in order to collect contractual cash flows). When the Group enters into derivative contracts, these transactions are designed to reduce exposures relating to assets and liabilities, firm commitments or anticipated transactions.

Financial Assets held at amortised cost

The classification applies to debt instruments which are held under a hold to collect business model, and which have cash flows that meet the "solely payments of principal and interest" (SPPI) criteria.

At initial recognition, trade receivables that do not have a significant financing component, are recognised at their transaction price. Other financial assets are initially recognised at fair value plus related transaction costs, they are subsequently measured at amortised costs using the effective interest method. Any gain or loss on derecognition or modification of a financial asset held at amortised cost is recognised in the income statement.

Financial Assets held at fair value through profit or loss (FVPL)

The classification applies to the following financial assets. In all cases, transaction costs are immediately expensed to the income statement.

• Debt instruments that do not meet the criteria of amortised costs or fair value through other comprehensive income. These receivables are generally held to collect but do not meet the SPPI criteria and as a result must be held at FVPL. Subsequent fair value gains or losses are taken to the income statement.
• Equity investments which are held for trading or where the FVOCI election has not been applied. All fair value gains or losses and related dividend income are recognised in the income statement.
• Derivatives which are not designated as a hedging instrument. All subsequent fair value gains or losses are recognised in the income statement.

Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method. For trade receivables, where there is no significant financing component, fair value is normally the transaction price.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value with maturities of three months or less from inception.

Impairment of financial assets

A forward-looking expected credit loss (ECL) review is required for: debt instruments measured at amortised costs are held at fair value through other comprehensive income; loan commitments and financial guarantees not measured at fair value through profit or loss; lease receivables and trade receivables that give rise to an unconditional right to consideration.

As permitted by IFRS9, the Company applies the "simplified approach" to trade receivable balances and the "general approach" to all other financial assets. The general approach incorporates a review for any significant increase in counter party credit risk since inception. The ECL reviews including assumptions about the risk of default and expected loss rates. For trade receivables, the assessment takes into account the use of credit enhancements, for example, letters of credit. Impairments for undrawn loan commitments are reflected as a provision.

Financial liabilities

Borrowings and other financial liabilities (including trade payables but excluding derivative liabilities) are recognised initially at fair value, net of transaction costs incurred, and are subsequently measured at amortised costs.

Convertible bonds

Convertible bonds are regarded as compound instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the convertible loan notes and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in equity.

Issue costs are apportioned between the liability and equity components of the convertible loan notes based on their relative carrying amounts at the date of issue. The portion relating to the equity component is charged directly against equity.

The interest expense on the liability component is calculated by applying the prevailing market interest rate for similar non-convertible debt to the liability component of the instrument. The difference between this amount and the interest paid is added to the carrying amount of the convertible loan note.

Borrowings costs

Interest-bearing borrowings are initially recorded at fair value net of attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between proceeds and redemption value being recognised in the profit or loss over the period of the borrowings on an effective interest basis.

Trade payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Provisions, contingent assets and contingent liabilities

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the year-end date, taking into account the risks and uncertainties surrounding the obligation.

No liability is recognised if an outflow of economic resources as a result of present obligations is not probable. Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.

Contingent assets are possible assets whose existence will be confirmed by the occurrence or non-occurrence of uncertain future events that are not wholly within the control of the Group. Contingent assets are not recognised, but they are disclosed when it is more likely than not that an inflow of benefits will occur. When the inflow of benefits is virtually certain an asset is recognised.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received net of direct issue costs.

Share capital account represents the nominal value of the shares issued.

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Retained losses include all current and prior period results as disclosed in the statement of comprehensive income.

Other reserves consist of the merger reserve, share option reserve and loan equity reserve.

• the merger reserve represents the premium on the shares issued less the nominal value of the shares, being the difference between the fair value of the consideration and the nominal value of the shares.
• the share option reserve represents the cumulative amounts charged to the profit or loss in respect of employee share option arrangements where the scheme has not yet been settled by means of an award of shares to an individual.
• the loan equity reserve represents the value of the equity component of the nominal value of the loan notes issued.

Government Grants

Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be received, and the group will comply with all attached conditions. Government grants which are revenue in nature are recognised in profit or loss over the period in which the group recognises as expenses the related costs for which the grants are intended to compensate.

Research and development costs

Development costs are recognised as an asset only when all of the following criteria are met:

(a)	the technical feasibility of completing the intangible asset so that it will be available for use or sale.
(b)	its intention to complete the intangible asset and use or sell it.
(c)	its ability to use or sell the intangible asset.
(d)	how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset.
(e)	the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.
(f)	its ability to measure reliably the expenditure attributable to the intangible asset during its development.

The research and development expenditure that does not meet the recognition criteria are not capitalised and are recognised as an expense as incurred, as shown in Note 7.

3. Critical accounting judgements and key sources of estimation uncertainty

The preparation of Financial Statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below and in other relevant notes in the financial statements.

Fair value measurement

Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible, but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.

In order to arrive at the fair value of investments a significant amount of judgement and estimation has been adopted by the Directors as detailed in the investments accounting policy. Where these investments are un-listed and there is no readily available market for sale the carrying value is based upon future cash flows and current earnings multiples for which similar entities have been sold. The nature of these assumptions and the estimation uncertainty as a result is outlined in Note 16, along with sensitivities in Note 21.

4. Segment information

In identifying its operating segments, management generally follows the Group's service lines, which represent the main products and services provided by the Group. The measurement policies the Group uses for segment reporting under IFRS 8 are the same as those used in its financial statements. The disclosure is based on the information that is presented to the chief operating decision maker, which is considered to be the board of Quantum Blockchain Technologies plc.

The Directors are of the opinion that under IFRS 8 - "Operating Segments" there are no identifiable business segments that are subject to risks and returns different to the core business of developing cheaper and faster bitcoin mining. The information reported to the Directors, for the purposes of resource allocation and assessment of performance is based wholly on the overall activities of the Group. Therefore, the Directors have determined that there is only one reportable segment under IFRS 8.

The Group has not generated a material level of income and has no major customers.

5. Staff costs

	Group		Company
	2024 €'000	2023 €'000	2024 €'000	2023 €'000
Staff costs during the period including directors comprise:
Wages and salaries	239	217	202	217
Social security costs and pension contributions	8	(90)	8	(90)
Share options expense	9	416	9	416
	256	543	219	543

In 2022 the social security costs and pension contributions included a provision relating to the directors' national insurance of €210,000. Of this provision, €113,000 was subsequently reversed in 2023 contributing to the credit balance for that year. A further €17,000 was reversed in 2024.

6. Directors' emoluments

	2024 €'000	2023 €'000
Aggregate emoluments	144	142
Share options expense	-	416
	144	558

Remuneration of the highest paid Director was €88,000 (2023: €69,000).

There are no retirement benefits accruing to the Directors. Details of directors' remuneration are included in the Directors' Report.

7. Expenses by nature

	2024 €'000	2023 €'000
Directors' emoluments	159	462
Employee emoluments	98	99
Professional and legal fees	620	722
Audit fees	63	56
Administrative expenditure	350	201
Impairment of investment	241	-
Impairment of assets	770	1,527
Research and development costs	917	781
	3,218	3,848

8. Investments in associates

The Group has a 41.17% equity interest in ForCrowd Srl.

Summarised financial information of the Group's share in this associate is as follows:

	2024 €'000	2023 €'000
Loss from continuing operations	-	(59)
Fair value increase	55	-
Impairment	(62)	-
Total comprehensive gain /(loss)	(7)	(59)
Aggregate carrying amount of the Group's interests in this associate	-	7

9. Finance (costs)/income

	2024 €'000	2023 €'000
Gain on derivatives	141	9
Interest on convertible bonds	(246)	(320)
Bank revaluations	-	5
Interest credit on modification of convertible bonds	177	-
Other gains or losses	-	-
Interest received	52	12
Bank fees	-	(2)
	(124)	(296)

10. Auditor's remuneration

	2024 €'000	2023 €'000
Group Auditor's remuneration:
Fees payable to the Group's auditor for the audit of the Company and consolidated financial statements:	63	56
Non audit services:
Other services (tax)	-	-
Subsidiary Auditor's remuneration
Other services pursuant to legislation	-	-
	63	56

11. Employee numbers

	Group		Company
	2024 Number	2023 Number	2024 Number	2023 Number
The average number of Company's employees, including directors during the period was as follows:
Management and administration	4	3	4	3

12. Taxation

	2024 €'000	2023 €'000
Corporation tax - current period	(100)	(100)
Corporation tax - prior period under provision	(52)	(41)
Foreign tax	-	(1)
Deferred taxation	-	-
Tax charge for the year	(152)	(142)

The Group has a potential deferred tax asset arising from unutilised trading losses and management expenses available for carry forward and relief against future taxable profits. The deferred tax asset has not been recognised in the financial statements in accordance with the Group's accounting policy for deferred tax.

The Group's unutilised losses are as follows:	2024 €'million	2023 €'million
Trading losses	5	4
Management expenses	20	19
Non trade loan relationship deficits	2	2
Capital losses	9	9

The standard rate of tax for the current year, based on the UK effective rate of corporation tax is 25% (2023: 23.5%). The standard rate of Research and Development Tax credit is 10% of the enhanced R&D expenditure. The actual rate for the current and previous year varies from the standard rate for reasons set out in the following reconciliation:

Continuing operations	2024 €'000	2023 €'000
Loss for the year before tax	(3,004)	(4,348)
Tax on ordinary activities at standard rate	(751)	(1,022)
Effects of:
Expenses not deductible for tax purposes	312	497
R&D enhancement	-	(168)
R&D losses surrendered	178	344
R&D Foreign Tax losses surrendered	-	11
Losses brought forward claimed	-	-
Tax losses available for carry forward against future profits	261	338
Total tax payable	-	-

Enhanced R&D expenditure	1,542	1,273
Total tax repayable - current year	100	100
Corporation tax - prior period under provision	52	41
Foreign tax	-	1
Total tax repayable	152	142

13. Earnings per share

The basic earnings per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is computed using the weighted average number of shares during the period adjusted for the dilutive effect of share options, warrants and convertible loans outstanding during the period.

The loss and weighted average number of shares used in the calculation are set out below:

	2024				2023
	Profit/ (Loss) €'000	Weighted average no. of shares 000's	Per share amount Euro Cent		Profit/ (Loss) €'000	Weighted average no. of shares 000's	Per share amount Euro Cent
Basic earnings per share
Continuing operations	(2,853)	1,291,314	(0.221)		(4,206)	1,102,309	(0.382)
Total operations	(2,853)	1,291,314	(0.221)		(4,206)	1,102,309	(0.382)
Fully diluted earnings per share
Continuing operations	(3,085)	2,059,326	(0.150)		(4,424)	1,727,130	(0.256)
Total operations	(3,085)	2,059.326	(0.150)		(4,424)	1,727,130	(0.256)

14. Property, plant and equipment

Group	Computers €'000		Total €'000
Cost
At 1 January 2024	275		275
Additions	1		1
At 31 December 2024	276		276
Depreciation and impairment
At 1 January 2024	106		106
Depreciation charged in the year	55		55
At 31 December 2024	161		161
Carrying amount
At 31 December 2024	115		115
At 31 December 2023	169		169

The tangible fixed assets relate in full to the Group's IT infrastructure dedicated to the R&D programme.

The Parent Company held no tangible fixed assets during the years ended 31 December 2023 and 2024.

15. Intangible assets

Group	Formation Expenses €'000		Total €'000
Cost
At 1 January 2024	2		2
Additions	-		-
At 31 December 2024	2		2
Amortisation
At 1 January 2024	-		-
Amortisation charged in the year	-		-
At 31 December 2024	-		-
Carrying amount
At 31 December 2024	2		2
At 31 December 2023	2		2

The intangible assets relate in full to formation expenses.

16. Investments

The significant entities for which the Group owns shares, held at 31 December 2024, were as follows:

Group Companies	Ownership	Country	Company Status	Net Assets/ (Liabilities) €,000	Date of latest accounts	Treatment
Brainspark Associates Ltd	100.00%	UK	Trading	(50,303)	2023	Consolidated
Clear Leisure 2017 Ltd	100.00%	UK	Trading	2,572	2023	Consolidated
QBT R&D Srl	100.00%	Italy	Trading	(69)	2022	Consolidated
Milan Digital Twin Ltd	100.00%	UK	Dormant	Nil	2023	Consolidated
London Digital Twin Ltd	100.00%	UK	Dormant	Nil	2023	Consolidated
Miner One Ltd	100.00%	UK	Dormant	Nil	2023	Consolidated
Clear Holiday Srl	100.00%	Italy	Dormant	10	2014	Not Consolidated
Mediapolis Investment S.A	71.72%	Luxembourg	Inactive	(6,648)	2010	Not Consolidated
Sosushi Company Srl	99.30%	Italy	In liquidation	654	2013	Not Consolidated
Fallimento Mediapolis Srl	84.04%	Italy	Liquidated	1,204	2016	Not Consolidated
Sipiem in Liquidazione Srl	50.17%	Italy	In liquidation	645	2014	Not Consolidated
ForCrowd Srl	41.17%	Italy	Investment	(8)	2022	Equity-accounting
ClassFinance in Liquidazione Srl	20.00%	Italy	Investment	(104)	2018	Held at fair value
More Legal Srl	0.45%	Italy	Investment	471	2022	Held at fair value
Geosim Systems	4.53%	Israel	Investment	(330)	2018	Held at fair value
Beni Immobili Srl	15.05%	Italy	Investment	14	2014	Held at fair value
TLT S.P.A	0.25%	Italy	Investment	(2,476)	2016	Held at fair value

The registered office of all UK companies is: First Floor, 1 Chancery Lane, London, England, WC2A 1LF.

The registered office for QBT R&D Srl is Via Mazzini 38, Rovigo (RO), 45100.

The registered office for Clear Holiday Srl is Viale Francesco Restelli 1/3, Milano (MI), 20124.

The registered office for Mediapolis Investment S.A is Rue Val des Bons Malades 231, 2121, Luxembourg-Kirchberg.

The registered office for Sosushi Company Srl is Via Parravicini 40, Monza (MB), 20900.

The registered office for Fallimento Mediapolis Srl is Via Friuli 10, Burtolo (TO), 10010.

The registered office for Sipiem in Liquidazione Srl is Via Mazzini 38, Rovigo (RO), 45100.

The registered office for Forcrowd Srl is Via Vincenzo Monti 52, Milano (MI), 20123.

The registered office for Class Finance Srl is Via Conservaorio 30, 20122, Milan.

The registered office for More Legal Srl is Via Matteotti 13, Brebbia (VA), 21020.

The registered office for Geosim Systems Limited is Granit St. Petach-Tikva 4951446, Israel.

The registered office for Beni Immobili Srl is Via Torino 58, Biella (BI), 13900.

The registered office for TLT SPA is Via Trento 5, Biella (BI), 13900.

The directors have assessed the group's interests in other entities on an individual basis and come to the overall conclusions as detailed in the table above. Please see the note narrative for additional information on an entity by entity basis.

Quantum Blockchain Technologies PLC

This entity is the UK based group parent.

Brainspark Associates Limited

This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain Technologies PLC and has been included in the consolidation.

Clear Leisure 2017 Limited

This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain Technologies PLC and has been included in the consolidation.

QBT R&D Srl

This entity is a 100% owned subsidiary of the group incorporated in Italy and has been included in the consolidation.

Milan Digital Twin Limited

This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain Technologies PLC. This entity only includes unpaid share capital and has not begun operating. It has been included in the consolidation with an overall impact of nil.

London Digital Twin Limited

This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain Technologies PLC. This entity only includes unpaid share capital and has not begun operating. It has been included in the consolidation with an overall impact of nil.

Clear Holiday Srl

Clear Holiday Srl is a 100% owned subsidiary of the group incorporated in Italy. Although QBT hold all of the shares, it does not have control of the company. Therefore, this entity has not been consolidated on the basis that QBT does not have control. The balances held within the company are not with external third parties and therefore the overall impact on the accounts would be trivial.

Miner One Limited

Miner One Limited is a 100% owned UK based entity. The entity itself was initially set up with the hope of transferring certain assets, notably a data centre located in Serbia into its possession. However, due to disputes with the previous joint venture partner this did not materialise. In 2021 this entity remained dormant and did not trade during the year. This entity only includes unpaid share capital and has not begun operating, it has been included in the consolidation with an overall impact of nil.

Mediapolis Investment S.A.

Mediapolis Investment S.A. is a 71.72% owned subsidiary incorporated in Luxembourg. The company itself is inactive and is not trading. Previous management failed to pay accountants and local directors for the previous six years and no financial statements have been filed for over seven years. Although this entity is inactive and 71.72% of the shares are held by the group, there is no active management in Luxembourg, and this has led to a difficulty in finalizing a liquidation.

The most recent accounts available were produced in 2010 and the main asset held by the entity is the investment of 13% of the capital in another former group company, Fallimento Mediapolis Srl, which has been liquidated. This investment is carried at approximately EUR6.6m and has been impaired to nil in previous years. Therefore, the non-consolidation of this entity is deemed to be immaterial to the group.

On 6 May 2021 Mediapolis Investment S.A. had entered a liquidation process and the Group does not expect any further assets or liabilities to arise from these proceedings.

Sosushi Company Srl

Sosushi Company Srl was a 99.3% owned entity incorporated in Italy. On 24 June 2021, the Company received notification that Sosushi had been declared bankrupt. Sosushi has not been consolidated as the fair value has been determined as nil and all receivables from the company have been fully impaired. The litigation is held via Clear Leisure 2017.

Fallimento Mediapolis Srl

Fallimento Mediapolis Srl was an 84.04% equivalent owned entity incorporated in Italy. Quantum Blockchain Technologies Plc held directly 74.67% of the capital of the company whilst a 13% stake was held via Mediapolis Investment S.A as noted above. The company was liquidated in 2017 and therefore this is the date from which control is deemed to have been lost. There is ongoing bankruptcy litigation however, the investment has been fully impaired. Therefore, the financial information for Fallimento Mediapolis Srl has not been consolidated into the group financial statements.

The Group retains the rights over a balance of €132,000 to be received at the formal conclusion of the bankruptcy procedure.

Sipiem In Liquidazione Srl

Sipiem in Liquidazione Srl, previously Sipiem S.P.A., ("Sipiem") was an entity incorporated in Italy of which 50.17% was owned by the Company. The entity had not been trading for a number of years but was maintained due to ongoing legal matters with its former directors. The company entered into liquidation in 2015 and this is the date from which control by the Group is deemed to have been lost and the financial information for Sipiem has since not been consolidated into the Group financial statements. The investment in Sipiem is accounted at fair value through profit or loss. Furthermore, in August 2022 the company was declared bankrupt by the Court of Rovigo, following a petition filed by Sipiem's liquidator with the support of its main shareholder (Quantum Blockchain Technologies PLC). Sipiem's bankruptcy does not impact the Company's balance sheet, as the litigation is held via Clear Leisure 2017 Limited ("CL17").

In November 2022, the Venice Court issued its final judgment in respect of the Company's legal claim against the previous management, which claim is held via CL17. The ruling was iin favour of CL17 and the defendants were ordered to pay an aggregate amount of €6,188,974 (plus interest and adjustments for inflation to accrue from different dates until the date of payment) in damages, plus €85,499 in legal expenses (together the "Award Payment"). The Award Payment is subject to tax duties in Italy. It is worth noting that the exact amount of the Award Payment that will be collected by the Company and the timing of receipt of any such funds have not yet been finalised. Collection efforts remain ongoing.

In March 2023, the Company announced that at the hearing for the Sipiem litigation at the Venice Appeal Court, the judge ruled in favour of CL17, thereby allowing CL17 to seek enforcement of the Award Payment against the main Sipiem defendant (a former director of Sipiem, who is individually liable for the full amount of the Award Payment). The Appeal Court did, however, grant the remaining Sipiem defendants' request to enjoin enforcement of the judgment against the members of the internal audit committee and the main defendant's family members.

In May 2024, the Company announced that at the end of April 2024, it reached a settlement agreement with some of the Sipiem litigation co-liable defendants for €700,000 (which, net of certain costs, has been received by CL17). At the same time, CL17 also reached an agreement with the Sipiem's receiver, who relinquished its right to receive 30% of any sums collected (net of legal and other costs) from the Sipiem litigation, as envisaged in the 2019 claim purchase agreement (the agreement by which CL17 acquired the Sipiem litigation) for an amount of €170,000, thereby giving CL17 rights to all damages recovered.

On 18 June 2024, the Company announced that the Venice Court of Appeal confirmed the ruling of the 2022 lower court judgment in favour of CL17 (save for €105,412), amounting to €6,083,562 (plus interest and adjustments for inflation) in damages, plus €134,166 for legal expenses. As the appeal ruling had been issued prior to the scheduling of the court hearing regarding the €700,000 settlement, such settlement is now deemed void as was ipso facto the €170,000 agreement with the receiver to relinquish its claim to further amounts collected,. Through its ruling, however, the Venice Court of Appeal also removed any opposition to the enforceability by CL17, of the above amounts against all defendants.

While the above matter is currently being assessed by the Company's legal team, the Company still hold the above €700,000 settlement funds, minus the €170,000 paid to the receiver for its relinquishment of the 30% right. In the meantime, all the parties involved, namely the receiver, Sipiem's statutory auditor's lawyers and the insurer's lawyers are being contacted to discuss the contractual implications of the voided settlement.

ForCrowd Srl

ForCrowd Srl is a 41.17% owned investment of the Group incorporated in Italy. The Group has determined that it holds significant influence over this associate given the voting rights arising from its shareholding. Consequently, this investment has been categorised in the accounts within "Investment in equity-accounted associates" and is carried in the accounts at the Group's share of the associate's net assets, with the Group's share of the profit or loss and other comprehensive income of the associate being brought into the Group's results for the year. This investment has been fully impaired in the year to 31 December 2024. Previously, this investment was categorised in the financial statements within "Investments" and hence was re-categorised in the year ended 31 December 2021.

ClassFinance in Liquidazione Srl

ClassFinance in Liquidazione Srl is a 20% owned investment of the group incorporated in Italy. The company was placed into liquidation in 2015. The investment in ClassFinance in Liquidazione Srl is accounted at fair value through profit or loss. The fair value is assessed to be nil and fair value loss has been fully recognised.

More Legal Srl (formerly PBV Monitor Srl)

More Legal Srl is a 0.45% owned investment in an entity incorporated in Italy. The investment has been recognised in the accounts at fair value through profit or loss. The Fair Value of More Legal is €3,000 (2023: €76,000) and has decreased in the year due to a dilution of its issued share capital.

There were additional rounds of equity funding in January and February 2022, in which the entire post money valuation of the company was €1,429,000, with the Company directly holding 10% of such amount at this period in time.

The post money valuation at which the Company invested in 2018 was €340,000, which also represented the Company's valuation of More Legal in Pre Covid-19 conditions. The difference between this original value and the current fair value is not attributable to a change of fundamentals to the business. Similarly, the progress made since 2020 has not highlighted any significant divergence from the original business plan.

The difference in the valuation is instead attributable to lower value attributed to the company during the 2022 equity round. The key assumptions underpinning the equity round at the start of 2022 remain applicable.

In the 2024 financial year, additional fundraising events were held by More Legal Srl which led to a dilution in shares for QBT from 10% to 0.45%.

The Fair Value assessment of More Legal, is directly related to the company's valuation in future rounds.

GeoSim Systems Limited

GeoSim Systems Limited is a 4.53% owned entity incorporated in Israel. The investment has been recognised in the accounts through its fair value and is held via Brainspark Associates Limited. The Fair Value of GeoSim (€160,000, 2023: €320,000) has been assessed in relation to the last equity round of the company in 2018, in which Quantum Blockchain Technologies' 533,990 shares indirectly held GeoSim shares have been valued at $1.25 each.

The fair value assessment of Geosim is directly related to the company's valuation in future rounds and to the EUR/USD exchange rate.

Beni Immobili Srl

Beni Immobili Srl is a 15.05% equivalent owned investment in an entity incorporated in Italy. The shares in this company are held via Sipiem. No fair value is recognised for this investment as the entity has minimal net assets and the valuation would be trivial to the consolidated financial statements. Moreover, as the investment is held via Sipiem, which is in liquidation, the investment has not been recognised as an asset.

TLT S.P.A

TLT S.P.A is a 0.25% owned investment based in Italy. No fair value is recognised for this investment as the entity has a large net liability position and due to the small shareholding, any potential valuation would be trivial to the consolidated financial statements. Moreover, as the investment is held via Sipiem, there has been a complete fair value loss and the investment amount has been derecognised.

Carrying value of investments	Group		Company
	2024 €'000	2023 €'000	2024 €'000	2023 €'000
At as 1 January	396	677	87	65
Additions	-	22	162	22
Fair value decrease	(74)	(303)	(74)	-
Impairments	(160)	-	(172)	-
Foreign exchange	-	-	-	-
Carrying value at 31 December	162	396	3	87

An amount of €160,000 (2023: €320,000)included within Group investments held for trading is a level 3 investment and represents the fair value of 533,990 shares in GeoSim Systems Ltd. GeoSim Systems Ltd is an Israeli company seeking to establish itself as the world leader in building complete and photorealistic 3D virtual cities and in delivering them through the Internet for use in local searches, real estate and city planning, homeland security, tourism and entertainment. Quantum Blockchain Technologies indirectly owns 4.53% of GeoSim Systems Ltd.

An amount of €3,000 (2023: €76,000) included within Company investments held for trading is a level 3 investment and represents the fair value of a 0.45% interest in More Legal Srl (formerly PBV Monitor Srl). More Legal Srl is an Italian company specialising in the acquisition and dissemination of data for the legal services industry, utilising proprietary market intelligence tools and dedicated search software. Quantum Blockchain Technologies acquired 10% of More Legal Srl in December 2018 and purchased more shares in January and February 2022 to maintain its 10% shareholding. As part of the initial investment agreement, Quantum Blockchain Technologies was granted a seat on the board of More Legal Srl and was appointed as exclusive advisor to More Legal Srl regarding the possible sale of More Legal Srl from 1 January 2020 for a period of four years and will be entitled to a 4% commission fee on the proceeds of any sale. Regarding QBT's investee companies, the Company is happy to report that in late June 2024 Forcrowd Srl obtained authorisation to extend its crowdfunding licence across all EU jurisdictions. With respect to PBV Monitor Srl (now More Legal Srl), the Company's stake has decreased to approximately 0.45% following a recent fundraising round.

Investments held at cost	Group		Company
	2024 €'000	2023 €'000	2024 €'000	2023 €'000
At as 1 January	-	-	11	10
Additions	-	-	162	1
Impairment	-	-	(172)	-
Foreign exchange	-	-	-	-
Carrying value at 31 December	-	-	1	11

The value of the investment at cost represents €1,000 for BAL.

17. Trade and other receivables

	Group		Company
	2024 €'000	2023 €'000	2024 €'000	2023 €'000
Trade receivables	14	14	-	-
Other receivables	1,927	3,154	377	189
Amounts owed by related parties	63	75	253	757
	2,004	3,243	630	946

Group other receivables include an amount of €1,376,000 (2023: €2,818,000) due in relation to the ongoing Sipiem legal claim, which is unsecured, interest free and does not have fixed terms of repayment. The balance also includes an amount of -€83,000 (2023: -€112,000) in CL17 to record the guarantee made against fellow group entity debtors. An intercompany balance of €4,445,000 was fully impaired in 2023.

The Directors consider that the carrying value of trade and other receivables approximates to their fair value.

18. Cash and cash equivalents

	Group		Company
	2024 €'000	2023 €'000	2024 €'000	2023 €'000
Bank current accounts	604	2,057	600	2,041
	604	2,057	600	2,041

The Directors consider the carrying amounts of cash and cash equivalents approximates to their fair value.

19. Trade and other payables

	Group		Company
	2024 €'000	2023 €'000	2024 €'000	2023 €'000
Trade payables	95	85	65	64
Other payables	112	138	240	138
Accruals	153	190	153	188
Trade and other payables	360	413	458	390

The Directors consider that the carrying value of trade and other payables approximates to their fair value.

Included within other payables are intercompany balances that are not eliminated on consolidation, PAYE, national insurance and pension liabilities outstanding as at the year end, and unpaid salary balances.

Accruals relate to R&D, consulting and accountancy costs incurred by the Group that had not been invoiced by the year end.

20. Borrowings

	Group		Company
	2024 €'000	2023 €'000	2024 €'000	2023 €'000
Zero rate convertible bond 2015	5,252	5,202	5,252	5,202
Zero rate convertible bond 2020	2,267	2,249	2,267	2,249
	7,519	7,451	7,519	7,451
Disclosed as:
Current borrowings	-	7,451	-	7,451
Non-current borrowings	7,519	-	7,519	-
	7,519	7,451	7,519	7,451

Interest on the bonds are accrued on a monthly basis. Presented in the bonds' line item above is the principal amount plus all interest accrued as at 31 December 2024.

On 25 March 2013 the Company issued €3,000,000 nominal value of zero rate convertible bonds at a discount of 22%. The bonds are convertible at 15p per share and have a redemption date of 15 December 2015.

During 2014 the Company issued €1,885,400 zero bonds in settlement of £1,563,000 7% bonds (see above). Also €600,000 zero bonds were issued in settlement of a debt of €518,000 and €450,000 bonds were issued for cash realising €412,000 before expenses.

On 15 December 2015 the bondholders' meeting approved the amendments on the Zero Rate Convertible Bond 2015, originally due on 15 December 2015. Under new terms the final maturity date of the Bond is 15 December 2017 and the interest has been reduced from 9.5% to 7%.

On 15 December 2016 the bondholders' meeting approved the amendments on the Zero Rate Convertible Bond 2015, originally due on 15 December 2017. Under new terms the final maturity date of the Bond is 15 December 2018 and the interest has been reduced from 7% to 1%.

On 19 June 2018, the holders of its €9.9m Bonds agreed to extend the final maturity date of the Bonds from 15 December 2018 to 15 December 2022. The Company is now able to convert the Bonds into new ordinary shares of nominal value 0.25p each.

On 28 December 2018, bonds with a face value of €2,100,000 plus cumulative interest were converted into 50,992,826 new ordinary shares of 0.25 pence at a price of 3.76 pence per share.

On 5 October 2020, Eufingest SA agreed to extend the repayment date of all loans advanced to the company amounting to €3,375,000 and £30,000 to 31 October 2020.

On 9 November 2020 Eufingest SA agreed to convert all outstanding loans and accrued interest amounting to €3,423,707 into Zero rate convertible bond 2020. The Zero Coupon Bonds 2020 accrue interest at a rate of 2% per annum. Bondholders can convert at any time up to 15 December 2022 at a conversion price of £0.01 per share.

In April 2022, QBT agreed with the sole bondholder of the €3.5m 2020 Zero Coupon Bond to extend the maturity date from December 2022 to December 2024.

Also, with regard to the 2015 Zero Coupon Bond, via a Bondholders' meeting held on 21 April 2022, the Company extended the maturity date from 15 December 2022 to 15 December 2024 and amended the conversion price into Company's new ordinary shares from 15p to 5p.

On 7 July 2023, the Company received a conversion notice from MC Strategies AG to convert €1m of the 2020 Zero Coupon Bond into new ordinary shares of 0.025p each in the Company. The conversion price was 1p per share an as a result, the Company issued and allotted 89,000,000 New Shares. Following the conversion, face value of the remaining Bond has decreased to €2,493,575.

As announced on 9 January 2024, QBT reached an agreement with MC Strategy S.A., the sole bondholder of its €3.5 million Zero-Coupon Bond issued in 2020, to extend the bond's maturity from 15 December 2024 to 15 December 2026, and to increase the yield on maturity from 1% to 3%. Similarly, bondholders of QBT's Zero-Coupon Bond issued in 2013 agreed to extend the maturity date from 15 December 2024 to 15 December 2026, and to amend the conversion price from £0.05 to £0.03

21. Financial instruments

Key Assumptions

The derivative element of the Zero-Coupon Bonds 2015 were valued at each year end using the Black Scholes option pricing model. The following assumptions were used at each period end.

Zero Coupon Bonds 2015

		2024	2023
Share price		0.650p	1.575p
Expected life		2 years	1 year
Volatility		114.4%	146.2%
Dividend yield		0%	0%
Risk free interest rate		4.35%	3.46%
Fair value		0.18p	0.45p

The Group's financial instruments comprise cash, investments at fair value through profit or loss, investments in equity-accounted associates, trade receivables, trade payables that arise from its operations and borrowings. The main purpose of these financial instruments is to provide finance for the Group's future investments and day to day operational needs.

The Group does not enter into any derivative transactions such as interest rate swaps or forward foreign exchange contracts, as the Group's exposure to movements in foreign exchange rates is not considered significant (see foreign currency risk management). The main risks faced by the Group are limited to interest rate risk on surplus cash deposits and liquidity risk associated with raising sufficient funding to meet the operational needs of the business.

The Board reviews and agrees policies for managing these risks and they are summarised below.

FINANCIAL ASSETS BY CATEGORY

The categories of financial assets included in the statement of financial position and the headings in which they are included are as follows

	2024	2023
	€'000	€'000
Financial assets:
Financial assets held at fair value through profit and loss	162	396
Investments in equity-accounted associates	-	7
Trade and other receivables	2,004	3,243
Cash and cash equivalents	604	2,057
	2,770	5,703

FINANCIAL LIABILITIES BY CATEGORY

The categories of financial liabilities included in the statement of financial position and the headings in which they are included are as follows:

	2024	2023
	€'000	€'000
Financial liabilities at amortised cost:
Trade and other payables	360	413
Provisions	80	98
Borrowings	7,519	7,451
Derivative	317	459
	8,276	8,421

Financial instruments measured at fair value:

	Level 1	Level 2	Level 3
	€'000	€'000	€'000
As at 31 December 2024
Investments at fair value through profit or loss	-	-	162
	-	-	162
As at 31 December 2023
Investments at fair value through profit or loss	-	-	396
	-	-	396

The valuation techniques and significant unobservable inputs used in determining the fair value measurement of level 2 and level 3 financial instruments, as well as the inter-relationship between key unobservable inputs and fair value, are set out in the table below.

Financial Instruments	Valuation technique used	Significant unobservable inputs (Level 3 only)	Inter - relationship between key unobservable inputs and fair value (level 3 only)
Investments	Based on issue of shares in the investments held by the Group and directors' assessment on the recoverability of loans.	Assessment of recoverability of loan.	If loan was considered not to be recoverable this would result in the reduction in the fair value of the investment.

The Group has adopted fair value measurements using the IFRS 7 fair value hierarchy.

Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1: valued using quoted prices in active markets for identical assets;

Level 2: valued by reference to valuation techniques using observable inputs other than quoted prices included in Level 1;

Level 3: valued by reference to valuation techniques using inputs that are not based on observable markets criteria.

The Level 3 investment refers to an investment in GeoSim Systems Ltd and More Legal Srl (formerly PBV Monitor Srl).

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through optimisation of the debt and equity balance. The capital structure of the Group consists of debt attributable to convertible bondholders, borrowings, cash and cash equivalents, and equity attributable to equity holders of the Group, comprising issued capital, reserves and retained earnings, all as disclosed in the Statement of Financial Position.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument disclosed in Note 2 to the financial statements.

Financial risk management objectives

The Company is exposed to a variety of financial risks which result from both its operating and investing activities. The Group's risk management is coordinated by the board of directors and focuses on actively securing the Company's short and medium-term cash flows by raising liquid capital to meet current liability obligations.

Market price risk

The Company's exposure to market price risk mainly arises from movements in the fair value of its investments held for trading. The Group manages the investment price risk within its long-term investment strategy to manage a diversified exposure to the market. If the investments were to experience a rise or fall of 15% in their fair value, this would result in the Group's net asset value and statement of comprehensive income increasing or decreasing by €24,000 (2023: €60,000).

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which monitors the Group's short, medium and long-term funding and liquidity management requirements on an appropriate basis. The Group has adequate cash balances at the reporting date (refer to Note 2 - Basis of preparation and going concern) to sustain the operational existence over the next twelve months.The Group expects to continue securing resources from disposals and realisation of the "Legacy Assets". Furthermore, the Company expects to be able to start its commercial activity in the coming months, although prudentially, no significant revenues have been included in the short-term financial projections. This is an ongoing process, and the directors are confident with their cash flow models.

The following are the undiscounted contractual maturities of financial liabilities:

	Carrying Amount	Less than 1 year	Between 1 and 5 years	Total
	€'000	€'000	€'000	€'000
As at 31 December 2024
Trade and other payables	360	360	-	360
Provisions	80	80	-	80
Borrowings	7,519	-	7,519	7,519
Derivative financial instruments	317	-	317	317
	8,276	440	7,836	8,276
As at 31 December 2023
Trade and other payables	413	413	-	413
Provisions	98	98	-	98
Borrowings	7,451	7,451	-	7,451
Derivative financial instruments	459	459	-	459
	8,421	8,421	-	8,421

Management believes that based on the information provided in Note 2 - in the 'Basis of preparation' and 'Going concern', that future cash flows from operations will be adequate to support these financial liabilities.

Interest rate risk

The Group and Company manage the interest rate risk associated with the Group cash assets by ensuring that interest rates are as favourable as possible, whilst managing the access the Group requires to the funds for working capital purposes.

The Group's cash and cash equivalents are subject to interest rate exposure due to changes in interest rates. Short-term receivables and payables are not exposed to interest rate risk. The borrowings are at fixed interest rates.

	Group		Company
	2024	2023	2024	2023
	€'000	€'000	€'000	€'000
Fixed rate instruments
Financial assets	1,781	3,472	105	194
Financial liabilities	7,877	7,830	7,842	7,808

Change in interest rates will affect the Group's income statement as follows:

	Gain / (loss)
Group	2024	2023
	€'000	€'000
Euribor +0.5% / -0.5%	+3 / -3	+10 / -10

The analysis was applied to cash and cash equivalents based on the assumption that the amount of asset as at the reporting date was available for the whole year.

Foreign currency risk management

The Group undertakes certain transactions denominated in currencies other than Euro, hence exposures to exchange rate fluctuations arise. Amounts due to fulfil contractual obligations of £217,000 (2023: £387,000) are denominated in sterling. An adverse movement in the exchange rate will impact the ultimate amount payable, a 10% increase or decrease in the rate would result in a profit or loss of £22,000 (2023: £39,000). The Group's functional and presentational currency is the Euro as it is the currency of its main trading environment, and most of the Group's assets and liabilities are denominated in Euro. The parent company is located in the sterling area.

Credit risk management

The Group's financial instruments, which are subject to credit risk, are considered to be trade and other receivables. There is a risk that the amount to be received becomes impaired. The Group's maximum exposure to credit risk is €2,004,000 (2023: €3,243,000) comprising receivables during the period. About 69% (2023: 87%) of total receivables are due from a single company. The ageing profile of trade receivables was:

	2024		2023
	Total book value	Allowance for impairment	Total book value	Allowance for impairment
Group	€'000	€'000	€'000	€'000
Current	2,004	-	3,243	-
	2,004	-	3,243	-
Company
Current	630	-	946	-
	630	-	946	-

22. Provisions

	Group		Company
	2024 €'000	2023 €'000	2024 €'000	2023 €'000
Provision for potential payroll tax liability	80	98	80	98
Provisions	80	98	80	98

The above provision relates to a potential tax liability owed on the directors' remuneration from previous years.

23. Share capital and share premium

ISSUED AND FULLY PAID:	Number of ordinary shares	Number of deferred shares	Ordinary share capital €'000	Deferred share capital €'000	Share premium €'000	Total €'000
At 1 January 2023	997,551,851	199,409,377	2,911	5,467	50,541	58,919
Issue of shares	293,761,904	-	841	-	3,624	4,465
At 31 December 2023	1,291,313,755	199,409,377	3,752	5,467	54,165	63,384
Issue of shares	-	-	-	-	-	-
At 31 December 2024	1,291,313,755	199,409,377	3,752	5,467	54,165	63,384

All ordinary shares carry equal rights.

The deferred shares have restricted rights such that they have no economic value.

24. Share based payments

On 11 December 2024, a consultant was granted options to subscribed for 1,000,000 new ordinary shares in the Company at an exercise price of 5 pence per share. The options are exercisable for the period between 12 November 2024 and 06 May 2026. This consultant was also granted options to subscribe for 1,000,000 new ordinary shares in the Company at an exercise price of 10 pence per share. The options are exercisable for the period between 12 November 2024 and 06 May 2026.

On 11 December 2024, the Company has extended the exercise period for certain other options previously granted, as follows:

Number of Options	Exercise Price	Previous End of Exercise Period	New End of Exercise Period
5,000,000	5p	15/12/2024	06/05/2026
5,000,000	5p	06/05/2025	06/05/2026
5,000,000	5p	22/05/2025	06/05/2026
13,500,000	5p	22/05/2025	06/05/2026
2,500,000	10p	15/12/2024	06/05/2026
5,000,000	10p	06/05/2025	06/05/2026
5,000,000	10p	22/05/2025	06/05/2026
11,000,000	10p	25/05/2025	06/05/2026

The total share-based payment expense recognised in the income statement for the year ended 31 December 2024 in respect of the share options granted was €9,000 (2023: €416,000).

The significant inputs to the model in respect of the options granted during the year were as follows:

		5p	10p
Share price		0.95p - 3.100p	0.95p - 3.050p
Expected life		2 months - 3 years	6 months - 3 years
Volatility		114% - 137%	114% - 137%
Dividend yield		0%	0%
Risk free interest rate		0.76% - 4.43%	0.76% - 4.43%
Fair value		0.0p - 2.1p	0.0p - 1.7p

The table below discloses the movements in share options during the year.

Number of options at 1 Jan 2024	Granted in the year	Exercised in the year	Lapsed in the year	Number of options at 31 Dec 2024	Exercise Price, pence	Expiry date
105,000,000	?	?	?	105,000,000	5.00	06.05.2026
105,000,000	?	?	?	105,000,000	10.00	06.05.2026
5,000,000	?	?	?	5,000,000	5.00	06.05.2026
5,000,000	?	?	?	5,000,000	10.00	06.05.2026
2,500,000	?	?	?	2,500,000	5.00	06.05.2026
5,000,000	?	?	?	5,000,000	10.00	01.12.2026
2,500,000	?	?	?	2,500,000	5.00	06.05.2026
2,500,000	?	?	?	2,500,000	10.00	06.05.2026
2,500,000	?	?	?	2,500,000	5.00	06.05.2026
2,500,000	?	?	?	2,500,000	5.00	06.05.2026
2,500,000	?	?	?	2,500,000	5.00	06.05.2026
5,000,000	?	?	?	5,000,000	5.00	06.05.2026
5,000,000	?	?	?	5,000,000	10.00	06.05.2026
5,000,000	?	?	?	5,000,000	5.00	06.05.2026
5,000,000	?	?	?	5,000,000	10.00	06.05.2026
1,000,000	-	?	?	1,000,000	5.00	06.05.2026
1,000,000	-	?	?	1,000,000	10.00	06.05.2026
5,000,000	-	?	?	5,000,000	10.00	06.05.2026
-	1,000,000	-	-	1,000,000	5.00	06.05.2026
-	1,000,000	-	-	1,000,000	10.00	06.05.2026
267,000,000	2,000,000	?	-	269,000,000

On 26 May 2023, an employee was granted options to subscribe for 1,000,000 new ordinary shares in the Company at an exercise price of 5 pence per share and 1,000,000 new ordinary shares in the Company at an exercise price of 10 pence per share. The options are exercisable for the period between 1 November 2023 and 25 May 2025.

On 31 May 2023, two employees were granted options to subscribe for 5,000,000 new ordinary shares in the Company at an exercise price of 10 pence per share. The options are exercisable at any time before 25 May 2025.

On 31 May 2023, the Company has extended the exercise period for certain other options previously granted, as follows:

Number of Options	Exercise Price	Previous End of Exercise Period	New End of Exercise Period
2,500,000	5p	06/05/2024	25/05/2025
2,500,000	5p	28/02/2023	25/05/2025
7,500,000	5p	31/03/2023	25/05/2025
5,000,000	10p	30/06/2023	25/05/2025

The significant inputs to the model in respect of the options granted during the prior year were as follows:

		5p	10p
Share price		1.125p - 3.100p	1.175p - 3.050p
Expected life		2 months - 3 years	6 months - 3 years
Volatility		130% - 137%	130% - 137%
Dividend yield		0%	0%
Risk free interest rate		0.76% - 4.27%	0.76% - 4.27%
Fair value		0.0p - 2.1p	0.0p - 1.7p

The table below discloses the movements in share options during 2023.

Number of options at 1 Jan 2023	Granted in the year	Exercised in the year	Lapsed in the year	Number of options at 31 Dec 2023	Exercise Price, pence	Expiry date
105,000,000	?	?	?	105,000,000	5.00	06.05.2026
105,000,000	?	?	?	105,000,000	10.00	06.05.2026
5,000,000	?	?	?	5,000,000	5.00	06.05.2025
5,000,000	?	?	?	5,000,000	10.00	06.05.2025
2,500,000	?	?	?	2,500,000	5.00	25.05.2025
5,000,000	?	?	?	5,000,000	10.00	01.12.2026
2,500,000	?	?	?	2,500,000	5.00	15.12.2024
2,500,000	?	?	?	2,500,000	10.00	15.12.2024
2,500,000	?	?	?	2,500,000	5.00	15.12.2024
2,500,000	?	?	?	2,500,000	5.00	25.05.2025
2,500,000	?	?	?	2,500,000	5.00	25.05.2025
5,000,000	?	?	?	5,000,000	5.00	25.05.2025
5,000,000	?	?	?	5,000,000	10.00	25.05.2025
5,000,000	?	?	?	5,000,000	5.00	22.05.2025
5,000,000	?	?	?	5,000,000	10.00	22.05.2025
5,000,000	?	?	5,000,000	?	5.00	31.10.2023
?	1,000,000	?	?	1,000,000	5.00	25.05.2025
?	1,000,000	?	?	1,000,000	10.00	25.05.2025
?	5,000,000	?	?	5,000,000	10	25.05.2025
265,000,000	7,000,000	?	5,000,000	267,000,000

25. Other reserves

The Group considers its capital to comprise ordinary share capital, share premium, retained losses and its convertible bonds. In managing its capital, the Group's primary objective is to maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs. In making decisions to adjust its capital structure to achieve these aims, through new share issues, the Group considers not only their short-term position but also their long-term objectives.

Group	Merger reserve €'000	Loan note equity reserve €'000	Share option reserve €'000	Capital redemption reserve €'000	Total other reserves €'000
At 1 January 2023	8,325	462	4,476	549	13,812
Grant of share options	-	-	416	-	416
At 31 December 2023	8,325	462	4,892	549	14,228
Grant of share options	-	-	1	-	1
Modification of bond	-	-	-	-	-
Increase in fair value of share options	-	-	8	-	8
Capital contribution	-	-	-	-	-
At 31 December 2024	8,325	462	4,901	549	14,237

Company	Loan note equity reserve €'000	Share option reserve €'000	Capital redemption reserve €'000	Total other reserves €'000
At 1 January 2023	462	4,476	549	5,487
Grant of share options	-	416	-	416
Modification of bond	-	-	-	-
At 31 December 2023	462	4,892	549	5,903
Grant of share options	-	1	-	1
Modification of bond	-	-	-	-
Increase in fair value of share options	-	8	-	8
At 31 December 2024	462	4,901	549	5,912

26. Ultimate controlling party

The Group considers that there is no ultimate controlling party.

27. Related party transactions

Transactions between the company and its subsidiaries, which are related parties have been eliminated on consolidation, but are disclosed where they relate to the parent company. These transactions along with transactions between the company and its investment holdings are disclosed in the table below, with all amounts being presented in Euros and being owed to the Group:

	2024	2023	2024	2023
Related party	Group	Group	Company	Company
Clear Leisure 2017 Limited	-	-	(134,356)	265,631
QBT R&D Srl	-	-	183,606	410,881
Geosim Systems Limited	63,413	49,874	68,925	55,386
ForCrowd Srl	-	55,000	-	55,000
	63,413	104,874	118,175	786,898

During the year, Quantum Blockchain Technologies Pl made sales totalling €11,000 (2023: €10,000) to QBT R&D Srl, for consulting services.

During the year, QBT R&D Srl made sales totalling €233,000 (2023: €109,000) to Quantum Blockchain Technologies Plc, for consulting and R&D services.

During the year, Infusion 2009 Limited, a company in which Professor Gardin is a Director, charged Quantum Blockchain Technologies Plc €235,000 (2023: €173,000) for consulting company standard fees for R&D coordination (as envisaged in the service agreement), €121,000 (2023: €115,000) for additional performance fees for R&D coordination (as envisaged in the service agreement) and €74,000 (2023: €nil) for performance commission related to the realisation of legacy assets (per the

sale or right agreement). The amount owed to Infusion 2009 Limited at year end is €nil (2023: €nil).

Remuneration of key management personnel

The remuneration of the directors, who are the key personnel of the group, is included in the Directors

Report and within note 6. Under "IAS 24: Related party disclosures", all their remuneration is in relation to short-term employee benefits.

28. Events after the reporting date

During the first months of 2025, the Company has been involved in the following:

In January the Company reported the filing of a patent application for Method C's AI Oracle hardware. The patent application describes details of an extremely efficient hardware implementation of the AI Oracle on an ASIC chip. A field-programmable gate array ("FPGA") version of the AI Oracle implementation has been developed by the Company and the corresponding power performance area results offer an insight as regards the relevant overheads of the solution when implemented on custom silicon used for Bitcoin mining.

The Company further detailed the overall area required by the AI Oracle implementation is between ~1% -4% of a double SHA-256 Lane, the basic computation block of almost all ASIC chips for bitcoin mining. The same percentage applies also to energy consumption.

In another January announcement, the Company stated Method C AI Oracle is now performing live Bitcoin mining of current blockchain blocks (around block count 879,000). The announcement further detailed the material competitive advantage in mining enabled by the AI Oracle may be achieved by (i) reducing the energy cost of mining by approximately 30% or (ii) accelerating the mining speed at current energy consumption and costs with approximately a 30% greater hash rate.

In January 2025, the defendants in the Company subsidiary Clear Leisure 2017 Ltd's ("CL2017") lawsuit against the former directors and members of the statutory audit committee of Sipiem filed an appeal with the Italian Court of Cassation against the judgment of the lower Court of Appeal issued in June 2024.

On 23 January 2025 the Board announced it raised £2,000,000 through the placing of 173,913,044 new ordinary shares of 0.25 pence each in the Company at a price of 1.15 pence per Placing Share. The net proceeds of the Placing will allow the Company to continue investing in its cryptocurrency R&D programmes such as funding the expansion of the R&D team and the purchase of hardware and software to assist with the Company's legacy assets, and to support its existing investment portfolio as well as to provide general working capital.

On 24 January 2025, following previous announcements made by the Company regarding the rollover of the Sale & Repurchase Agreement entered into between the Company's CEO and Executive Chairman, Professor Francesco Gardin, and MC Strategies AG, the Company has been informed that Professor Gardin and MCS have agreed to amend the repurchase price and repurchase date of the REPO. The term of the REPO under which Professor Gardin is to repurchase 5,000,000 ordinary shares of 0.25p in the Company has been extended to 30 June 2025. The repurchase price has also been amended from 3.483p to 3.568p per share. All other terms of the REPO remain unchanged.

In addition to the Method C developments announced in January, during March, the Company announced they had been seeking to improve the AI Models of Methods A and B.

The work has been restricted by the severe limitations caused by the way SHA-256 is implemented on the most widely used Bitcoin mining ASIC chips.

The Company also announced that the status of the first two filed patent applications "Asic UltraBoost" and "Asic EnhancedBoost" is still pending. Further to this, the quantum computing version of SHA-256 implementation is still being held in draft form with the Company's parent attorney, with the filing with the UK patent office now expected within the next few months.

On 13 March 2024, the Company announced an update about its efforts to develop a prototype version of an in-house proprietary ASIC chip using large scale integration for demo purposes. In the last few months, this internal project has been put on hold to enable the focus of the design team to be temporarily redirected to support the R&D AI teams, in particular Method C's AI Oracle project. A basic ASIC chip for Bitcoin mining design architecture which includes the improvements of the first patent application remains available as a QBT asset.

The Company attended the 2025 Mining Disruption Conference held in Fort Lauderdale, Florida on 26 and 27 March 2025. The team held meetings with a number of the leading companies within the Bitcoin sector, ranging from chip manufacturers, mining rig producers, pool mining companies, Bitcoin miners and sector influencers. Of particular interest was the positive reception to the multiple ways in which QBT's software provides disruptive efficiencies in Bitcoin mining. The Company plans to follow up with a number of interested parties leading to data sharing and third-party systems testing.

Following the attendance at the conference, the Company signed a Non-Disclosure Agreement with a leading manufacturer of ASIC chips for Bitcoin mining. The Company gave an in-depth presentation of the Method C AI Oracle technology to the manufacturer during April, followed by a period of testing by the manufacturer, to confirm the AI Oracle's performance on their ASIC chip's architecture. The testing is being carried out under the supervision of a member of QBT's R&D team.

On 19 May 2025, the Board of Quantum Blockchain Technologies regretted to announce that, following a long illness, Peter Fuhrman, one of the Company's Non-Executive Directors had passed away. The Company announced the appointment of Vladimir Basillo Kusznirczuk as the replacement Non-Executive Director with immediate effect. Mr Kusznirczuk has been QBT's Marketing and Business Development Manager since May 2023, addressing business opportunities with large US and Canadian Bitcoin miners and mining rigs manufacturers.

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