| REGISTERED NUMBER: 11710367 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| UNIVERSAL QUANTUM LTD |
| REGISTERED NUMBER: 11710367 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| UNIVERSAL QUANTUM LTD |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Consolidated Income Statement | 9 |
| Consolidated Other Comprehensive Income | 10 |
| Consolidated Balance Sheet | 11 |
| Company Balance Sheet | 12 |
| Consolidated Statement of Changes in Equity | 13 |
| Company Statement of Changes in Equity | 14 |
| Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Financial Statements | 17 |
| UNIVERSAL QUANTUM LTD |
| COMPANY INFORMATION |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| GROUP STRATEGIC REPORT |
| for the Year Ended 31 December 2024 |
| The directors present their strategic report of the company and the group for the year ended 31 December 2024. |
| BUSINESS REVIEW |
| Universal Quantum Limited (the "Company") and its subsidiaries (together, the "Group") are engaged in the research, development and commercialisation of scalable quantum computing hardware and software. |
| During the year, the Group continued to deliver against key milestones for its customers, including progress under its contract with the German Aerospace Center (DLR) to build two quantum computers. The Group also continued to explore increased international operations, with subsidiaries in Germany, Denmark, and the United States. |
| The Group remained profit-making as expected, reflecting its continued investment in research and development, talent, and infrastructure. |
| STRATEGY AND FUTURE OUTLOOK |
| The Group's long-term vision is to build scalable fault-tolerant quantum computers capable of solving some of the world's most complex problems. In the near term, the Group's focus remains on: |
| - Delivering on existing customer contracts and milestones; |
| - Continuing to expand its international presence; and |
| - Broadening its product offerings to serve the global quantum computing ecosystem. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Group is subject to a number of risks and uncertainties, the most significant of which include: |
| - Technology development risk: the inherent challenges in achieving scalable quantum computing. |
| - Funding risk: dependence on continued access to capital to fund long-term R&D. |
| - Talent risk: competition for highly specialised staff in a niche technical field. |
| - Intellectual property protection: safeguarding the Group's proprietary technology. |
| - Regulatory and geopolitical risk: potential changes in export controls, government policy, or international collaboration. |
| - Supply chain risk: reliance on specialist suppliers for components and manufacturing processes. |
| The Board regularly reviews these risks and takes steps to mitigate them where possible. |
| KEY PERFORMANCE INDICATORS |
| The Directors monitor the development and performance of the business through a range of financial and non-financial key performance indicators, including R&D milestones achieved, and contracts signed. As planned and in line with forecasts, turnover fell 34% to £11,255,759 (2023: £17,025,626). |
| SECTION 172 STATEMENT |
| In accordance with Section 172 of the Companies Act 2006, the Directors confirm that they have acted in a way that they consider would be most likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have had regard to the interests of stakeholders, including employees, customers, suppliers, regulators, and the wider community. The Board is committed to maintaining open engagement with stakeholders and ensuring that their interests are considered in key decision-making processes. |
| ON BEHALF OF THE BOARD: |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| REPORT OF THE DIRECTORS |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| THIRD-PARTY INDEMNITY INSURANCE |
| The Company has purchased and maintained throughout the financial year, at its expense, third-party indemnity insurance for the benefit of its directors. This insurance in respect of certain losses or liabilities which the directors may incur to third parties in the course of performing their duties. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| REPORT OF THE DIRECTORS |
| for the Year Ended 31 December 2024 |
| AUDITORS |
| The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| UNIVERSAL QUANTUM LTD |
| Opinion |
| We have audited the financial statements of Universal Quantum Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months and one day from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| UNIVERSAL QUANTUM LTD |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Group Strategic or the Report of the Directors that are inconsistent with our overall view of the financial statements. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - adequate accounting records have not been kept by the group and the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - the group and the parent company financial statements are not in agreement with the accounting records and returns; or |
| - certain disclosures of directors' remuneration specified by law are not made; or |
| - we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| UNIVERSAL QUANTUM LTD |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Identifying and assessing potential irregularities, including fraud |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
| Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration. |
| Enquiring of management concerning policies and procedures relating to: |
| 1. Complying with laws and regulations and whether there were any instances of non-compliance; |
| 2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud. |
| Discussions within the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud: |
| 1. Revenue recognition; |
| 2. Management override. |
| Discussing within the engagement team the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law, as well as German tax legislation and employment law. |
| Audit response to the risks identified |
| As noted above, we identified revenue recognition and management override as the matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following: |
| 1. Performing a detailed sales test of detail and cut off testing, including obtaining third-party milestone acceptance documentation to ensure that revenue is recognised in the correct period; |
| 2. Reviewing all journals posted during the year and the nominal ledger and investigating large or unusual transactions; |
| Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment law, as well as German tax legislation and employment law, as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following: |
| 1. Review the disclosures in the financial statements through completion of a disclosure checklist and testing disclosures to supporting documentation to assess compliance with the Companies Act 2006; |
| 2. Review the UK corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist; |
| 3. We performed a high-level review to ensure compliance with German tax legislation; |
| 4. Safeguard review of financial statements by a qualified accountant independent of the audit team; |
| 5. Safeguard review of the UK corporation tax computation by a person qualified as a Chartered Tax Advisor or equivalent, independent of the audit team; |
| 6. Check a sample of compliance with right to work checks and a review of legal fees for any indication of material issues arising out of non-compliance with employment law. |
| The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| UNIVERSAL QUANTUM LTD |
| There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| CONSOLIDATED |
| INCOME STATEMENT |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ |
| TURNOVER | 11,255,759 | 17,025,626 |
| Cost of sales | 1,481,686 | 1,921,510 |
| GROSS PROFIT | 9,774,073 | 15,104,116 |
| Administrative expenses | 9,958,819 | 6,040,096 |
| (184,746 | ) | 9,064,020 |
| Other operating income | 1,164,418 | 897,185 |
| OPERATING PROFIT | 4 | 979,672 | 9,961,205 |
| Interest receivable and similar income | 221,619 | 50,552 |
| 1,201,291 | 10,011,757 |
| Interest payable and similar expenses | 5 | 11 | 8,967 |
| PROFIT BEFORE TAXATION | 1,201,280 | 10,002,790 |
| Tax on profit | 6 | (272,333 | ) | 505,004 |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 1,473,613 | 9,497,786 |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 1,473,613 | 9,497,786 |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,473,613 |
9,497,786 |
| Total comprehensive income attributable to: |
| Owners of the parent | 1,473,613 | 9,497,786 |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| CONSOLIDATED BALANCE SHEET |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 3,667,151 | 1,495,171 |
| Tangible assets | 10 | 3,401,880 | 2,241,868 |
| Investments | 11 | - | - |
| 7,069,031 | 3,737,039 |
| CURRENT ASSETS |
| Stocks | 12 | 1,769,993 | - |
| Debtors | 13 | 3,277,716 | 2,052,483 |
| Cash at bank | 7,024,624 | 14,054,889 |
| 12,072,333 | 16,107,372 |
| CREDITORS |
| Amounts falling due within one year | 14 | 1,680,365 | 4,636,952 |
| NET CURRENT ASSETS | 10,391,968 | 11,470,420 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
17,460,999 |
15,207,459 |
| PROVISIONS FOR LIABILITIES | 16 | 1,897,690 | 1,164,974 |
| NET ASSETS | 15,563,309 | 14,042,485 |
| CAPITAL AND RESERVES |
| Called up share capital | 17 | 161 | 155 |
| Share premium | 18 | 10,314,097 | 7,039,359 |
| Other reserves | 18 | (11,307 | ) | 3,216,226 |
| Retained earnings | 18 | 5,260,358 | 3,786,745 |
| SHAREHOLDERS' FUNDS | 15,563,309 | 14,042,485 |
| The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by: |
| Prof Dr W K Hensinger - Director |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| COMPANY BALANCE SHEET |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 16 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Share premium | 18 |
| Other reserves | 18 |
| Retained earnings | 18 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 1,263,697 | 9,360,500 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Other | Total |
| capital | earnings | premium | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 January 2023 | 106 | (5,711,041 | ) | - | 8,012,269 | 2,301,334 |
| Changes in equity |
| Issue of share capital | 49 | - | 7,039,359 | - | 7,039,408 |
| Total comprehensive income | - | 9,497,786 | - | (4,796,043 | ) | 4,701,743 |
| Balance at 31 December 2023 | 155 | 3,786,745 | 7,039,359 | 3,216,226 | 14,042,485 |
| Changes in equity |
| Issue of share capital | 6 | - | 3,274,738 | - | 3,274,744 |
| Total comprehensive income | - | 1,473,613 | - | (3,227,533 | ) | (1,753,920 | ) |
| Balance at 31 December 2024 | 161 | 5,260,358 | 10,314,097 | (11,307 | ) | 15,563,309 |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Other | Total |
| capital | earnings | premium | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 January 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | - | ( |
) |
| Balance at 31 December 2023 |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | - | ( |
) | ( |
) |
| Balance at 31 December 2024 |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| CONSOLIDATED CASH FLOW STATEMENT |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | (3,765,254 | ) | 13,202,846 |
| Interest paid | (11 | ) | (8,967 | ) |
| Tax paid | 230,715 | 325,654 |
| Net cash from operating activities | (3,534,550 | ) | 13,519,533 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (2,258,311 | ) | (680,340 | ) |
| Purchase of tangible fixed assets | (1,481,152 | ) | (2,037,628 | ) |
| Interest received | 221,619 | 50,552 |
| Net cash from investing activities | (3,517,844 | ) | (2,667,416 | ) |
| Cash flows from financing activities |
| Share issue | (3,521 | ) | 2,302,910 |
| Net cash from financing activities | (3,521 | ) | 2,302,910 |
| (Decrease)/increase in cash and cash equivalents | (7,055,915 | ) | 13,155,027 |
| Cash and cash equivalents at beginning of year |
2 |
14,054,889 |
961,545 |
| Effect of foreign exchange rate changes | 25,650 | (61,683 | ) |
| Cash and cash equivalents at end of year | 2 | 7,024,624 | 14,054,889 |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| for the Year Ended 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Profit before taxation | 1,201,280 | 10,002,790 |
| Depreciation charges | 432,553 | 45,020 |
| Provisions | 88,700 | 495,000 |
| Foreign exchange loss | 508,472 | - |
| Finance costs | 11 | 8,967 |
| Finance income | (221,619 | ) | (50,552 | ) |
| 2,009,397 | 10,501,225 |
| Increase in stocks | (1,769,993 | ) | - |
| Increase in trade and other debtors | (999,706 | ) | (1,177,392 | ) |
| (Decrease)/increase in trade and other creditors | (3,004,952 | ) | 3,879,013 |
| Cash generated from operations | (3,765,254 | ) | 13,202,846 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 7,024,624 | 14,054,889 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| as restated |
| £ | £ |
| Cash and cash equivalents | 14,054,889 | 961,545 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 14,054,889 | (7,030,265 | ) | 7,024,624 |
| 14,054,889 | (7,030,265 | ) | 7,024,624 |
| Total | 14,054,889 | (7,030,265 | ) | 7,024,624 |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Universal Quantum Ltd is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| In accordance with section s408 of the Companies Act 2006, the company has elected to take the exemption from presenting its individual profit and loss account. |
| Additionally, as ultimate parent company and a qualifying entity under FRS 102 paragraphs 1.8 to 1.12, the company has applied the exemption from presenting a separate parent company cash flow statement. |
| The financial statements have been prepared on the going concern basis as the Directors believe the group has sufficient net assets to continue operating for a period of at least 12 months and 1 day from the date of issue of the financial statements. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Critical accounting judgements and key sources of estimation uncertainty |
| In preparing these financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are set out below. |
| -Work in-Progress |
| Work in-progress (WIP) represents costs incurred on a contract to build a quantum computing system for a customer. These costs include materials, labour, and other directly attributable expenses related to components that will be used to satisfy contractual milestones and performance obligations after the balance sheet date. |
| Judgement is applied in determining the recoverability of WIP balances. Estimates are made regarding the expected costs to complete, the timing of milestone delivery, and the likelihood of meeting contractual obligations. These estimates directly impact the measurement of WIP. |
| -Development costs |
| Development costs relate to the design and construction of a prototype quantum computer intended for internal use and future commercialisation. Management assesses whether the criteria for capitalisation under FRS 102 Section 18 are met, including technical feasibility, intention and ability to complete the asset, and the availability of adequate resources. |
| Judgement is required to determine whether the project is likely to generate future economic benefits and whether costs are directly attributable to the development phase. Estimates are also made regarding the useful life of the asset and the point at which amortisation should commence. |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding value added tax, trade discounts, and rebates. |
| -Sales |
| Sales are derived from a contractual arrangement involving the delivery of defined milestones. Sales are recognised when it is probable that the economic benefits will flow to the company and the amount can be measured reliably. This is determined to be upon formal acceptance by the customer of each milestone, in accordance with the terms of the agreement. Invoices are raised only once such acceptance is received. |
| -Non-government grant income |
| Non-government grant income is recognised on an accruals basis, matched to the period in which the eligible costs are incurred. |
| Intangible assets |
| Intangible assets are initially measured at cost and subsequently measured at cost, net of amortisation and any impairment losses. Intangible assets are amortised over their useful economic lives using a straight-line method as follows: |
| Computer software | -Straight line over 10 years |
| Patents & licences | -Straight line over 20 years |
| Development costs | -Amortisation will begin when the development costs capitalised are in the condition necessary for it to be usable in the manner intended by management and able to generate economic benefits. This has not yet occurred. |
| Tangible fixed assets |
| Tangible assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Computer equipment | -Straight line over 3 years |
| Fixtures & fittings | -Reducing balance 25% |
| Plant & machinery | -Straight line over 5 years |
| Leasehold improvements | -Shorter of the useful economic life or the remaining term of the lease |
| Stocks |
| Work in-progress is recognised as an asset when costs have been incurred in respect of contractual obligations that will be satisfied at a future date. This includes costs directly attributable to the fulfilment of specific contractual milestones which have associated deliverables conducted in future periods. Work in-progress is measured at the lower of cost and net realisable value. An impairment review is performed at each reporting period to assess whether the carrying amount of Work in-progress exceeds the recoverable amount, and any write-downs are recognised in profit or loss. |
| Financial instruments |
| Basic financial instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any other financial instruments as covered by Section 12 of FRS102. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Cashflow statement |
| The cashflow is prepared under the indirect method. |
| Foreign exchange reserve |
| The foreign exchange reserve arises on the translation of the financial statements of foreign operations into the presentation currency of the group. |
| Assets and liabilities of foreign subsidiaries are translated at the closing rate at the balance sheet date. Income and expenses are translated at the average exchange rate for the period, unless this does not approximate the actual rates. Exchange differences arising on the retranslation of opening net assets and results for the year are recognised in other comprehensive income and accumulated in the foreign exchange reserve. |
| 3. | EMPLOYEES AND DIRECTORS |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Wages and salaries | 4,846,112 | 2,856,620 |
| Social security costs | 605,875 | 356,642 |
| Other pension costs | 282,406 | 182,144 |
| 5,734,393 | 3,395,406 |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| as restated |
| R&D and Engineering | 46 | 29 |
| Operations | 8 | 6 |
| Management | 4 | 2 |
| Sales and Marketing | 1 | - |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Directors' remuneration | 200,588 | 56,295 |
| Information regarding the highest paid director for the year ended 31 December 2024 is as follows: |
| 31.12.24 |
| £ |
| Emoluments etc | 198,749 |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Other operating leases | 528,254 | 359,376 |
| Depreciation - owned assets | 319,684 | 33,073 |
| Patents and licences amortisation | 75,767 | 3,798 |
| Computer software amortisation | 10,564 | 3,480 |
| Auditors' remuneration | 50,000 | - |
| Foreign exchange differences | 508,472 | 21,149 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Bank loan interest | 11 | 8,967 |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 6. | TAXATION |
| Analysis of the tax (credit)/charge |
| The tax (credit)/charge on the profit for the year was as follows: |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Current tax: |
| UK corporation tax | (916,350 | ) | 505,004 |
| Deferred tax | 644,017 | - |
| Tax on profit | (272,333 | ) | 505,004 |
| 7. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 8. | PRIOR YEAR ADJUSTMENT |
| The following prior year adjustments have been made. |
| Upon review, it was identified that a creditor in the prior year was omitted. This invoice related to services not yet received by the prior year end, therefore an adjustment has been made to recognise a prepayment and a creditor, with no net impact on the income statement. This adjustment amounted to £312,334. |
| A further prior year adjustment has been made in order to recognise a deferred tax liability at the prior year end. This adjustment amounted to £669,974, and reduced profit after tax in the prior year by the same amount. |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and | Development | Computer |
| licences | costs | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2024 | 401,002 | 1,054,031 | 50,331 | 1,505,364 |
| Additions | 285,624 | 1,893,075 | 79,612 | 2,258,311 |
| At 31 December 2024 | 686,626 | 2,947,106 | 129,943 | 3,763,675 |
| AMORTISATION |
| At 1 January 2024 | 3,798 | - | 6,395 | 10,193 |
| Amortisation for year | 75,767 | - | 10,564 | 86,331 |
| At 31 December 2024 | 79,565 | - | 16,959 | 96,524 |
| NET BOOK VALUE |
| At 31 December 2024 | 607,061 | 2,947,106 | 112,984 | 3,667,151 |
| At 31 December 2023 | 397,204 | 1,054,031 | 43,936 | 1,495,171 |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 9. | INTANGIBLE FIXED ASSETS - continued |
| Company |
| Patents |
| and | Development | Computer |
| licences | costs | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Amortisation for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Leasehold | Plant and | and | Computer |
| improvements | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2024 | 2,084,149 | 41,914 | 65,632 | 129,445 | 2,321,140 |
| Additions | 865,890 | 258,513 | 262,118 | 94,631 | 1,481,152 |
| Exchange differences | - | - | (1,456 | ) | - | (1,456 | ) |
| At 31 December 2024 | 2,950,039 | 300,427 | 326,294 | 224,076 | 3,800,836 |
| DEPRECIATION |
| At 1 January 2024 | - | - | 5,802 | 73,470 | 79,272 |
| Charge for year | 239,816 | 19,415 | 17,643 | 42,810 | 319,684 |
| At 31 December 2024 | 239,816 | 19,415 | 23,445 | 116,280 | 398,956 |
| NET BOOK VALUE |
| At 31 December 2024 | 2,710,223 | 281,012 | 302,849 | 107,796 | 3,401,880 |
| At 31 December 2023 | 2,084,149 | 41,914 | 59,830 | 55,975 | 2,241,868 |
| Included in tangible fixed assets is £2,084,149 of opening leasehold improvements. Depreciation commenced during 2024 when the asset was made available for use. |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 10. | TANGIBLE FIXED ASSETS - continued |
| Company |
| Fixtures |
| Leasehold | Plant and | and | Computer |
| improvements | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 11. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: Willy-Brandt-Straße 59, 20457 Hamburg, Germany |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Registered office: 2140 South DuPont Highway Camden, Delaware 19934, United States of America |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Aggregate capital and reserves |
| 12. | STOCKS |
| Group |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Work in-progress | 1,769,993 | - |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| as restated | as restated |
| £ | £ | £ | £ |
| Trade debtors | 5,333 | - |
| Amounts owed by group undertakings | - | - |
| Other debtors | 214,416 | 201,154 |
| Directors' loan accounts | 99 | 99 | 99 | 99 |
| Tax | 1,016,419 | 282,420 |
| VAT | 786,663 | 549,266 |
| Prepayments and accrued income | 1,254,786 | 1,019,544 |
| 3,277,716 | 2,052,483 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| as restated | as restated |
| £ | £ | £ | £ |
| Trade creditors | 1,092,106 | 2,411,388 |
| Tax | 78,549 | 30,184 |
| Social security and other taxes | 156,978 | 115,881 |
| Other creditors | 57,576 | 61,249 |
| VAT | - | 1,824,842 | - | - |
| Accruals and deferred income | 295,156 | 193,408 |
| 1,680,365 | 4,636,952 |
| 15. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 15. | LEASING AGREEMENTS - continued |
| Company |
| Non-cancellable |
| operating leases |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| 16. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| as restated | as restated |
| £ | £ | £ | £ |
| Deferred tax | 1,313,990 | 669,974 | 1,313,990 | 669,974 |
| Other provisions | 583,700 | 495,000 | 583,700 | 495,000 |
| Aggregate amounts | 1,897,690 | 1,164,974 | 1,897,690 | 1,164,974 |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2024 | 669,974 |
| Provided during year | 644,016 |
| Balance at 31 December 2024 | 1,313,990 |
| Company |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2024 |
| Provided during year |
| Balance at 31 December 2024 |
| Deferred tax relates predominantly to the difference between the net book value and the tax written down value of fixed assets. |
| Other provisions relates to the following: |
| - £495,000 (2023: £495,000) in respect of estimated costs to reinstate a leased property to its original condition as required at the end of the lease |
| - £88,700 (2023: £nil) in respect of studentships where the roles were fulfilled prior to the year end and where there exists a commitment to funding after the year end. |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 17. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | as restated |
| £ | £ |
| Ordinary | £0.00001 | 161 | 155 |
| During the year, some of the company's Advanced Subscription Agreements reached maturity, and were converted into 632,289 ordinary shares, at a premium of £5.18 per share. |
| 18. | RESERVES |
| Group |
| Retained | Share | Other |
| earnings | premium | reserves | Totals |
| £ | £ | £ | £ |
| At 1 January 2024 | 3,786,745 | 7,039,359 | 3,216,226 | 14,042,330 |
| Profit for the year | 1,473,613 | 1,473,613 |
| Premium on ASAs | - | 3,274,738 | 1 | 3,274,739 |
| ASAs issued | - | - | (3,277,909 | ) | (3,277,909 | ) |
| Foreign exchange reserve | - | - | 50,375 | 50,375 |
| At 31 December 2024 | 5,260,358 | 10,314,097 | (11,307 | ) | 15,563,148 |
| Company |
| Retained | Share | Other |
| earnings | premium | reserves | Totals |
| £ | £ | £ | £ |
| At 1 January 2024 | 14,014,052 |
| Profit for the year |
| Premium on ASAs | - | 3,274,739 | - | 3,274,739 |
| ASAs issued | - | - | (3,277,909 | ) | (3,277,909 | ) |
| At 31 December 2024 | 15,274,579 |
| 19. | CONTINGENT LIABILITIES |
| A contingent liability exists at the year end in respect of studentships that Universal Quantum has committed to fund in future. As at the year end, there are potential outflows of this nature not elsewhere included amounting to £629,000. These roles have not yet been filled prior to the year end (and may not ultimately be filled) and so the possible timing and amount of the outflow is uncertain. |
| UNIVERSAL QUANTUM LTD (REGISTERED NUMBER: 11710367) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 20. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to directors subsisted during the years ended 31 December 2024 and 31 December 2023: |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Prof Dr W K Hensinger |
| Balance outstanding at start of year | 50 | 50 |
| Amounts repaid | - | - |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year | 50 | 50 |
| Dr S Weidt |
| Balance outstanding at start of year | 49 | 49 |
| Amounts repaid | - | - |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year | 49 | 49 |
| 21. | SHARE-BASED PAYMENT TRANSACTIONS |
| The Company has issued equity settled share options to all employees of the group in request of equity in the Company. These options all vest over a period of 4 years, and expire after 10 years from the vesting commencement date. |
| The following table summarises the equity settled share options with employees in the period: |
Item |
Number |
Weighted Average Exercise Price (£ |
) |
| Outstanding at the beginning of the period | 770,000 | 0.02686 |
| Granted during the year | 215,018 | 0.00416 |
| Forfeited/cancelled during the period | (157,542 | ) | 0.00983 |
| Exercised during the period | (13,250 | ) | 0.00989 |
| Expired during the period | - | - |
| Outstanding at the end of the period | 814,226 | 0.02444 |
| Exercisable at the end of the period | 718,702 | 0.02693 |
| The fair value of the share-based payment expense and any charge arising is immaterial to the financial statements. Accordingly no expense has been recognised in profit and loss up to 31 December 2024. |
| 22. | SECURED LIABILITIES |
| The company is subject to a fixed charge over the assets of the business, with the charge held by the company's banking provider, HSBC Innovation Banking. |