ARQQ 6-K
Arqit Quantum Inc. (ARQQ)
Arqit Quantum Inc.
Unaudited Condensed Consolidated Financial Statements
as of and for the period ended 31 March 2025
2
Arqit Quantum Inc.
Condensed Consolidated Statement of Comprehensive Income
For the period ended 31 March 2025
| Unaudited six | Unaudited six | ||||
month | month | |||||
period ended | period ended | |||||
| Note |
| 31 March 2025 |
| 31 March 2024 | |
$'000 | $'000 | |||||
Continuing operations |
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Revenue |
| 2 | | | ||
Other Income |
| 2 | | — | ||
Administrative expenses |
| 3 | ( | ( | ||
Operating loss |
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Change in fair value of warrants |
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Finance costs |
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Finance income |
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Loss before tax |
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Income tax |
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Loss from continuing operations |
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Discontinued operation |
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Profit/(loss) from discontinued operation, net of tax |
| 4 | | ( | ||
Loss for the period |
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Other comprehensive loss: |
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Items that may be reclassified to profit or loss |
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Currency translation differences |
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Total comprehensive loss for the period attributable to equity holders |
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Total comprehensive (loss)/profit for the year attributable to equity holders arises from: |
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Continuing operations |
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Discontinued operations |
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Total comprehensive (loss)/profit for the year attributable to equity holders | ( | ( | ||||
Earnings per ordinary share from continuing operations attributable to equity holders |
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Basic earnings per share |
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Diluted earnings per share |
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Earnings per ordinary share for the loss attributable to equity holders |
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Basic earnings per share |
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Diluted earnings per share |
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3
Arqit Quantum Inc.
Condensed Consolidated Statement of Financial Position
As at 31 March 2025
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| Unaudited |
| Audited | |
31 March | 30 September | |||||
Note | 2025 | 2024 | ||||
$'000 | $'000 | |||||
ASSETS | ||||||
Non-current assets | ||||||
Property, plant and equipment |
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Right of use asset |
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Intangible assets |
| 5 |
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Total non-current assets |
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Current assets |
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Trade and other receivables |
| 6 |
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Cash and cash equivalents |
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Assets classified as held for sale |
| 4 |
| — |
| — |
Total current assets |
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Total assets |
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LIABILITIES |
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Current liabilities |
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Trade and other payables |
| 7 |
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Lease liabilities |
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Liabilities classified as held for sale |
| 4 |
| — |
| — |
Total current liabilities |
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Non-current liabilities |
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Trade and other payables |
| 7 |
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Lease liabilities |
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Warrants liability |
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| — | |
Total non-current liabilities |
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Total liabilities |
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Net assets |
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EQUITY |
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Share capital |
| 8 |
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Share premium |
| 9 |
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Other reserves |
| 9 |
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Foreign currency translation reserve |
| 9 |
| ( |
| ( |
Share-based payment reserve |
| 9 |
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Retained earnings |
| 9 |
| ( |
| ( |
Total Equity |
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4
Arqit Quantum Inc.
Condensed Consolidated Statement of Changes in Equity
For the period ended 31 March 2025
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| Foreign |
| Share |
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Share | Share | Other | currency | option | Retained | |||||||||
Capital | Premium | reserves | translation | reserve | earnings | Total | ||||||||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||||||||
Balance at 1 October 2023 | | | | | | ( | | |||||||
Loss for the period | — | — | — | — | — | ( | ( | |||||||
Other comprehensive income | — | — | — | ( | — | — | ( | |||||||
Total comprehensive income | — | — | — | ( | — | ( | ( | |||||||
Issuance of ordinary shares | | — | — | — | — | — | | |||||||
Transactions with owners in their capacity as owners: |
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Share option charge | — | — | — | — | ( | — | ( | |||||||
Balance at 31 March 2024 attributable to owners of the Group | | | | ( | | ( | | |||||||
Balance at 1 October 2024 | | | | ( | | ( | | |||||||
Loss for the period | — | — | — | — | — | ( | ( | |||||||
Other comprehensive income | — | — | — | | — | — | | |||||||
Total comprehensive income | — | — | — | | — | ( | ( | |||||||
Issuance of ordinary shares | | | — | — | — | — | | |||||||
Transactions with owners in their capacity as owners: |
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Share option credit | — | — | — | — | ( | — | ( | |||||||
Balance at 31 March 2025 attributable to owners of the Group | | | | ( | | ( | |
5
Arqit Quantum Inc.
Condensed Consolidated Statement of Cash Flows
For the period ended 31 March 2025
| Unaudited |
| Unaudited | |
six month | six month | |||
period ended | period ended | |||
31 March | 31 March | |||
2025 | 2024 | |||
| $'000 |
| $'000 | |
Cash flows from operating activities |
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Cash used in operations |
| ( |
| ( |
Net cash used in operating activities |
| ( |
| ( |
Cash flows from investing activities |
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Interest received |
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Capital expenditure on property, plant and equipment |
| ( |
| ( |
Capital expenditure on intangibles |
| ( |
| ( |
Net cash used in investing activities |
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| ( |
Cash flows from financing activities |
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Proceeds from issue of shares, net of issue costs |
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| — |
Shares issued on exercise of warrants |
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| — |
Payments of lease liabilities |
| ( |
| ( |
Payments of interest portion of lease liabilities |
| ( |
| ( |
Proceeds from government grants |
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Net cash generated from financing activities |
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Net decrease in cash and cash equivalents |
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| ( |
Cash and cash equivalents at beginning of period |
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Foreign exchange on cash and cash equivalents |
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| ( |
Cash and cash equivalents at end of period |
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6
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements
For the period ended 31 March 2025
1. | General information and significant accounting policies |
General information
Arqit Quantum Inc. (the “Company”) is a Cayman Islands exempted limited liability company with registered number 374857. The address of its registered office and its principal place of trading is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
These condensed consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”).
The principal activity of the Group is provision of cybersecurity services.
Basis of preparation
These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB, including IAS 34 ‘Interim Financial Reporting’. They do not include all of the information required in annual financial statements and should be read in conjunction with the consolidated financial statements for the year ended September 30, 2024. The report of the auditors on those financial statements was unqualified. The comparative balance sheet figures for the year ended September 30, 2024, were derived from the audited consolidated financial statements.
The unaudited condensed consolidated financial statements have been presented in United States Dollars “USD” which is also the Group’s functional currency. All values are rounded to the nearest units (USD '000), except when otherwise indicated.
Information on the accounting policies applied can be found in the Group’s latest annual audited financial statements. The unaudited condensed consolidated interim financial statements are prepared on the historical cost basis, other than investor warrants held at fair value through profit or loss.
Going Concern
The directors have adopted the going concern basis in preparing these condensed consolidated financial statements. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the current and future position of the Group. As part of their assessment, the Directors have also taken into account the ability to raise additional funding whilst maintaining sufficient cash resources to meet all commitments. The Group has prepared detailed forecasts considering the impact of the current economic and political climate and uncertainties and strong cost control measures in place. The forecasts show that the Group will be able to grow according to its plans and that it can continue to operate for the foreseeable period. Based on the above, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future, such that they will be able to realize their assets and discharge their liabilities in the normal course of business for a period of at least 12 months from the date of signing these consolidated condensed financial statements, and beyond. Therefore, the financial statements are prepared on the going concern basis.
Use of judgments and estimates
The preparation of the unaudited condensed consolidated interim financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Actual results may differ from these estimates.
The significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.
7
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements
For the period ended 31 March 2025
1. | General information and significant accounting policies (continued) |
Use of judgments and estimates (continued)
Measurement of fair values
A number of the Group’s accounting policies require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. This includes a senior finance team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the chief financial officer.
The senior finance team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the senior finance team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Accounting Standards, including the level in the fair value hierarchy in which the valuations should be classified.
Significant valuation issues are reported to the Group audit committee.
When measuring the fair value of an asset or liability, the Group uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
| ● | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| ● | Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and |
| ● | Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
If the inputs used to measure the fair value of an asset or a liability are categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
New and amended standards adopted by the Group
There have been no new or amended standards adopted by the Group for the first time during the interim period.
Operating segments
The Group to operates within
8
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements
For the period ended 31 March 2025
2. | Revenue |
The Group’s operations and main revenue streams are those described in the last annual financial statements. The Group’s revenue is derived from contracts with customers.
Disaggregation of revenue
In the following table, revenue is disaggregated by primary geographical market and service line.
Period ended | Period ended | |||
31 March | 31 March | |||
2025 | 2024 | |||
| $'000 |
| $'000 | |
SKA-PlatformTM – provision of services |
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Geographical markets |
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UK |
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Grants of $
Contract balances
The following table provides information about receivables, contract assets and contract liabilities with customers.
31 March | 30 September | |||
2025 | 2024 | |||
| $'000 |
| $'000 | |
Receivables, which are included in trade and other receivables |
| |
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Contract assets |
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| — |
Contract liabilities |
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The contract assets primarily relate to the Group’s rights to consideration for work completed or in progress but not billed at the reporting date on services provided. The contracts are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer. The contract liabilities primarily relate to the advance consideration received from customers for services where revenue is recognized over time.
The full amount of $
The amount of revenue recognized in the six months ended 31 March 2025 from performance obligations satisfied (or partially satisfied) in previous periods is $
9
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements
For the period ended 31 March 2025
3. | Expenses by Nature |
Period ended | Period ended | |||
31 March | 31 March | |||
2025 | 2024 | |||
| $'000 |
| $'000 | |
Employee benefit expense and other staff costs |
| |
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Capitalised within intangible assets |
| — |
| — |
Legal and professional |
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Foreign exchange |
| |
| ( |
Property costs |
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Share based compensation |
| ( |
| ( |
Depreciation |
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Amortisation |
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Other expenses |
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Total administrative expenses |
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4. | Discontinued operations and assets held for sale |
In May 2023, Arqit announced that it was selling its satellite division consisting of satellite assets under construction, patents, customer contracts and an engineering team. Following that announcement, the satellite division was reported as discontinued operations and classified as a disposal group held for sale in the 2023 annual financial statements. During the six months ended March 31, 2024, Arqit was unsuccessful in its efforts to identify a buyer for the satellite division and/or related IP, and as a result determined that its satellite assets were
During the six months ended 31 March 2025, Arqit recognised a grant claim received of $
The impact on the statement of comprehensive income is as below:
| Period ended |
| Period ended | |
31 March | 31 March | |||
2025 | 2024 | |||
$'000 | $'000 | |||
Other Income | | — | ||
Administrative expenses |
| ( |
| ( |
Impairment loss |
| |
| ( |
Tax credit | — | | ||
Profit/(loss) from discontinued operation, net of tax |
| |
| ( |
The net cash flows associated with the discontinued operations are as follow:
| Period ended |
| Period ended | |
31 March | 31 March | |||
2025 | 2024 | |||
$'000 | $'000 | |||
Net cash (used)/generated in/from operating activities |
| |
| ( |
Net cash used in investing activities |
| — |
| — |
Net cash used in financing activities |
| — |
| — |
Net cash flows for the period |
| |
| ( |
There is no impact from the discontinued operation on the financial position of the Group at 31 March 2025.
10
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements
For the period ended 31 March 2025
5. | Intangible fixed assets |
| 31 March | |
2025 | ||
| $'000 | |
Cost | ||
At 1 October 2024 |
| |
Additions |
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Reclassified to discontinued operations |
| — |
Foreign exchange on translation |
| ( |
At 31 March 2025 |
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Amortisation |
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At 1 October 2024 |
| ( |
Charge |
| ( |
Foreign exchange on translation | | |
At 31 March 2025 |
| ( |
Net Book Value |
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At 31 March 2025 |
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At 30 September 2024 |
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Amortisation on intangible assets is calculated under the straight-line method over their estimated useful lives of between
An impairment test was performed for the period ended March 31, 2025, which considered the value of existing contracts and forecasted revenues.
6. | Trade and other receivables |
| 31 March |
| 30 September | |
2025 | 2024 | |||
$'000 | $'000 | |||
Current assets | ||||
Trade debtors |
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Other debtors |
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Prepayments and accrued income |
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Total |
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Non-current |
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Other debtors |
| — |
| — |
The carrying amount of financial assets recorded at amortised costs in the financial statements approximate their fair value.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.
11
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements
For the period ended 31 March 2025
7. | Trade and other payables |
| 31 March |
| 30 September | |
2025 | 2024 | |||
$'000 | $'000 | |||
Current liabilities |
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Trade payables |
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Other tax and social security |
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Other creditors |
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Accruals |
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Deferred income |
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Total |
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Trade payables and accruals relate to amounts payable at the balance sheet date for services received during the period. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. The carrying amount of financial liabilities recorded at amortised costs in the financial statements approximate their fair value.
| 31 March |
| 30 September | |
2025 | 2024 | |||
$'000 | $'000 | |||
Non-current Liabilities |
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Trade payables |
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8. | Share capital |
As of 31 March 2025, the total number of ordinary shares of the Company outstanding is
| Number of ordinary |
| Share capital | ||
shares | $ | ||||
30 September 2024 – par value $ |
| | | ||
ATM | | | |||
Registered Direct Offering | | | |||
Warrants exercised | | | |||
EMIs exercised |
| | | ||
RSUs granted |
| | | ||
31 March 2025 – par value $ |
| | |
12
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements
For the period ended 31 March 2025
9. | Reserves |
Share premium
Includes the difference in price between the par value of shares, and the total price the Group received for those shares, net of expenses.
Foreign currency translation reserve
Includes other comprehensive income relating to the translation of subsidiaries into the presentational currency of the group.
Share based payment reserve
Cumulative charges in respect of share options issued.
Retained earnings
Includes cumulative profit and loss and all other net gains and losses and transactions with owners (e.g. dividends) not recognized elsewhere.
Other reserves
Other reserve includes the IFRS 2 deemed acquisition cost and other reserves assumed as part of the reverse acquisition.
10. | Contingent Liabilities |
As previously reported, the Company is aware of legal proceedings relating to it, however given their nature and the uncertainties involved in the outcomes and financial impact,
11. | Post balance sheet events |
No events after the reporting period to disclose.
13