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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: Dr S Weidt
Prof Dr W K Hensinger





REGISTERED OFFICE: Gemini House
Mill Green Business Estate
Haywards Heath
West Sussex
RH16 1XQ





REGISTERED NUMBER: 11710367 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
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:





Prof Dr W K Hensinger - Director


29 September 2025

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.

Dr S Weidt
Prof Dr W K Hensinger

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:





Prof Dr W K Hensinger - Director


29 September 2025

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.




Rachel Lockwood (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

29 September 2025

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 1,473,613 9,497,786
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 3,667,151 1,495,171
Tangible assets 10 3,193,126 2,208,076
Investments 11 22,932 22,932
6,883,209 3,726,179

CURRENT ASSETS
Debtors 13 10,636,779 13,355,334
Cash at bank 1,027,414 510,152
11,664,193 13,865,486
CREDITORS
Amounts falling due within one year 14 1,374,972 2,412,484
NET CURRENT ASSETS 10,289,221 11,453,002
TOTAL ASSETS LESS CURRENT
LIABILITIES

17,172,430

15,179,181

PROVISIONS FOR LIABILITIES 16 1,897,690 1,164,974
NET ASSETS 15,274,740 14,014,207

CAPITAL AND RESERVES
Called up share capital 17 161 155
Share premium 18 10,314,098 7,039,359
Other reserves 18 - 3,277,909
Retained earnings 18 4,960,481 3,696,784
SHAREHOLDERS' FUNDS 15,274,740 14,014,207

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 29 September 2025 and were signed on its behalf by:





Prof Dr W K Hensinger - Director


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 106 (5,663,716 ) - 8,014,407 2,350,797

Changes in equity
Issue of share capital 49 - 7,039,359 - 7,039,408
Total comprehensive income - 9,360,500 - (4,736,498 ) 4,624,002
Balance at 31 December 2023 155 3,696,784 7,039,359 3,277,909 14,014,207

Changes in equity
Issue of share capital 6 - 3,274,739 - 3,274,745
Total comprehensive income - 1,263,697 - (3,277,909 ) (2,014,212 )
Balance at 31 December 2024 161 4,960,481 10,314,098 - 15,274,740

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 -
59 37

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 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

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 2,084,149 41,914 31,840 129,445 2,287,348
Additions 865,890 258,513 85,700 94,631 1,304,734
At 31 December 2024 2,950,039 300,427 117,540 224,076 3,592,082
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 94,095 107,796 3,193,126
At 31 December 2023 2,084,149 41,914 26,038 55,975 2,208,076

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2024
and 31 December 2024 22,932
NET BOOK VALUE
At 31 December 2024 22,932
At 31 December 2023 22,932

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Universal Quantum Deutschland Gmbh
Registered office: Willy-Brandt-Straße 59, 20457 Hamburg, Germany
Nature of business: Computing Research and Development
%
Class of shares: holding
Ordinary 100.00
31.12.24 31.12.23
£    £   
Aggregate capital and reserves 311,501 110,857
Profit for the year 209,916 137,287

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

Universal Quantum Inc
Registered office: 2140 South DuPont Highway Camden, Delaware 19934, United States of America
Nature of business: Computing Research and Development
%
Class of shares: holding
Ordinary 100.00
31.12.24 31.12.23
£    £   
Aggregate capital and reserves 9 9


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 - 5,000 -
Amounts owed by group undertakings - - 8,226,801 11,927,176
Other debtors 214,416 201,154 159,446 143,709
Directors' loan accounts 99 99 99 99
Tax 1,016,419 282,420 1,016,419 282,420
VAT 786,663 549,266 275,046 549,266
Prepayments and accrued income 1,254,786 1,019,544 953,968 452,664
3,277,716 2,052,483 10,636,779 13,355,334

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 2,411,388 899,450 2,078,738
Tax 78,549 30,184 5,976 -
Social security and other taxes 156,978 115,881 153,337 115,458
Other creditors 57,576 61,249 57,576 43,964
VAT - 1,824,842 - -
Accruals and deferred income 295,156 193,408 258,633 174,324
1,680,365 4,636,952 1,374,972 2,412,484

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 285,626 285,626
Between one and five years 1,142,504 1,142,504
In more than five years 404,636 690,262
1,832,766 2,118,392

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 669,974
Provided during year 644,016
Balance at 31 December 2024 1,313,990

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
£    £   
16,099,289 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 3,696,784 7,039,359 3,277,909 14,014,052
Profit for the year 1,263,697 1,263,697
Premium on ASAs - 3,274,739 - 3,274,739
ASAs issued - - (3,277,909 ) (3,277,909 )
At 31 December 2024 4,960,481 10,314,098 - 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.