Company registration number: 12886458 (England & Wales)
QUANTUM DATA ENERGY PLC
(FORMERLY MAST ENERGY DEVELOPMENTS PLC)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
INDEX
CORPORATE DIRECTORY
2
CHAIRMAN’S REPORT
3
REVIEW OF OPERATIONS
5
STRATEGIC REPORT
7
REMUNERATION REPORT
23
CORPORATE GOVERNANCE REPORT
26
DIRECTOR’S REPORT
31
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
36
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
42
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
43
COMPANY STATEMENT OF FINANCIAL POSITION
44
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
45
COMPANY STATEMENT OF CHANGES IN EQUITY
46
CONSOLIDATED STATEMENT OF CASH FLOWS
47
COMPANY STATEMENT OF CASH FLOWS
48
SUMMARY OF MATERIAL ACCOUNTING POLICIES
49
NOTES TO THE FINANCIAL STATEMENTS
57
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
CORPORATE DIRECTORY
2
BOARD OF DIRECTORS:
Paul Venter (Non-Executive Chairman)
Pieter Krügel (Chief Executive Officer)
Celia Li (Independent Non-Executive Director)
REGISTERED OFFICE AND BUSINESS
ADDRESS:
COMPANY SECRETARY:
Noel Flannan O’Keeffe
6
th
Floor
99 Gresham Street
London
EC2V 7NG
PLACE OF INCORPORATION:
England & Wales
AUDITORS:
Parker Russell UK LLP
Level 30, The Leadenhall Building
122 Leadenhall Street
London
EC3V 4AB
BROKERS:
Fortified Securities
9 Dalton House
60 Windsor Avenue
London
SW19 2RR
REGISTRAR:
MUFG Corporate Markets
Unit 10, Central Square
29 Wellington Street
Leeds
LS1 4DL
SOLICITORS:
Druces LLP
99 Gresham Street
London
EC2V 7NG
PRINCIPAL BANKERS:
Barclays Bank PLC
1 Churchill Place
Canary Wharf
London E14 5HP
STOCK EXCHANGE LISTING:
London Stock Exchange: Main Market (Share code: QDE)
WEBSITE:
www.quantumdata.energy
DATE OF INCORPORATION:
17 September 2020
REGISTERED NUMBER:
12886458
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CHAIRMAN’S REPORT
3
I am pleased to present the Chairman’s Report of Quantum Data Energy PLC (the “Company”) and its subsidiaries
(together, the “Group”) for the year ended 31 December 2025.
Overview
The year under review marked a period of significant progress for the Group, during which the Company consolidated
the operational recovery achieved in 2024 and made material advances in executing its stated strategy on its path to
building a scalable portfolio of flexible power generation assets in the United Kingdom.
During the year, the Company completed a number of transformational transactions, strengthened its balance sheet,
expanded its project pipeline and delivered strong operational performance from its existing generating asset. These
developments have positioned the Group on a more sustainable financial footing and provide a platform for further
growth.
Change of Name
During the year, the Company changed its name to Quantum Data Energy PLC. The Board believes the new name
more accurately reflects the Company’s evolving strategy and long-term ambition within the UK flexible power
generation sector.
Operational Performance
The Group’s wholly owned Pyebridge flexible power generation asset continued to perform strongly throughout 2025
and remains the Group’s sole operational asset.
Following the completion of the refurbishment programme in 2024, Pyebridge delivered increased generation
volumes and materially improved revenue performance. Electricity sales prices consistently exceeded wholesale
market averages, reflecting both the operational flexibility of the asset and prevailing market conditions during
periods of heightened volatility.
Pyebridge generated revenues of approximately £1.6 million, representing an increase of approximately 121 percent
compared with the 2024 financial year. Electricity generation volumes increased by 71 percent. Cash flows generated
by the asset enabled continued repayment of project-level financing, with approximately 20 percent of historic project
finance having been repaid over the past twelve months.
In addition, Pyebridge successfully secured further Capacity Market contracts during the year, extending contracted
revenue coverage with an additional year through to 2030. The cumulative gross profit value of these contracts is
estimated at approximately £1.92 million, subject to performance and indexation, and is incremental to merchant
trading income and embedded benefits.
Growth Capital Partnership – Hindlip
A key strategic development during the year was the completion of a £5 million investment agreement with Powertree
(Holdings) Ltd, formalising the Growth Capital Partnership initially announced in late 2024.
The transaction resulted in the Hindlip 7.5 MW flexible generation project being fully funded, with no further capital
contribution required from the Company. Quantum Data Energy retains a 25 per cent fully diluted equity interest in
the project special purpose vehicle.
During the year, Hindlip also secured a 15-year Capacity Market T-4 contract, providing long-term revenue visibility.
The cumulative gross profit value of the Capacity Market contract is estimated at approximately £6.3 million, subject
to construction, performance and indexation. Construction commenced during the year, with site works expected to
progress toward commissioning in the third quarter of 2026.
Portfolio Expansion and Development Pipeline
In July 2025, the Company acquired exclusive rights to an initial portfolio of flexible generation development projects
with a combined capacity of approximately 25 MW, together with a project development framework agreement that
provides a pathway to scale the portfolio to approximately 100 MW in the near term.
The acquired projects benefit from confirmed grid access and are located in areas of attractive power demand. The
acquisition materially increased the Group’s operational and development portfolio to approximately 48 MW and
reflects a revised approach to early-stage project origination, aimed at reducing development risk and capital
intensity.
The Board considers this framework to be an important component in progressing toward the Company’s medium-
term objective of developing or acquiring a portfolio of over 300 MW of flexible generation capacity.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CHAIRMAN’S REPORT
4
AI Data Center Power Supply and Holiday Park Strategy
During the year, the Company made strong strategic progress in positioning itself to address areas of accelerating
demand for resilient and flexible power infrastructure. The Board focused on advancing two priority growth
initiatives—AI datacentre power supply and decentralised energy solutions for the UK holiday-park sector- both of
which align closely with national infrastructure priorities and long-term energy market trends.
In AI datacentre power, the Company established a dedicated strategy aimed at delivering reliable, co-located power
solutions to support the rapid expansion of AI and high-performance computing capacity. Strategic partnerships with
Carbon Zero Markets and Navon World were secured to combine power development capability with datacentre
expertise. The Board approved an initial ambition to develop up to 1 GW of AI-focused power campuses over the
medium term, with early engagement underway on initial sites, customers and funding partners.
In parallel, the holiday-park power strategy progressed through the Company’s joint venture with Avanti-E, including
the submission of the first combined heat and power proposal to a major operator. Together, these initiatives enhance
the Company’s growth optionality and provide a clear pathway toward building a diversified, contracted and scalable
power asset platform for shareholders.
Financing, Balance Sheet and Corporate Matters
During the year, the Company completed a PLC-level equity fundraise which delivered gross proceeds of £5 million.
The fundraise enabled the settlement of a number of historic liabilities and resulted in the Group emerging essentially
debt free at the corporate level.
The Board was encouraged by strong shareholder support for the associated capital reorganisation and prospectus
process. The Company also strengthened its Board with the appointment of Celia Li as an Independent Non-Executive
Director, enhancing governance, investor relations capability and strategic oversight.
Market Environment and Outlook
The UK energy market continues to undergo significant structural change, driven by increased penetration of
intermittent renewable generation, grid constraints, regulatory reform and geopolitical uncertainty. These factors
continue to underscore the importance of dispatchable, flexible power generation in maintaining grid stability and
energy security.
Against this backdrop, the Board believes the Group’s strategy of combining operational assets, long-term contracted
revenues, a growing development pipeline and partnership-led project financing is well aligned with market
fundamentals. The Company remains focused on disciplined growth while maintaining appropriate oversight of
capital allocation and risk management.
Board and Acknowledgements
On behalf of the Board, I would like to thank our shareholders for their continued support, and to acknowledge the
efforts of the executive management team for their execution of the Group’s strategy during the year.
The Board also recognises the contribution of the Company’s financing and development partners, whose continued
support has been instrumental in the progress achieved during 2025.
Conclusion
The year ended 31 December 2025 represented a period of consolidation and advancement for Quantum Data Energy
PLC. With improved operational performance, an expanded project portfolio and a strengthened balance sheet, the
Company enters the next financial year with increased resilience and a clear strategic direction.
This report was approved on 4 August 2026 and signed by:
Paul Venter
Non-Executive Chairman
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
REVIEW OF OPERATIONS
5
Introduction
The year ending 31 December 2025 represented a period of mixed but improving operational performance for
Quantum Data Energy PLC (the “Company”) and its subsidiaries (together, the “Group”), set against a UK electricity
market characterised by continued structural change and elevated volatility.
During the year, Great Britain’s electricity system remained heavily influenced by the increasing penetration of
intermittent renewable generation, particularly wind and solar, alongside ongoing grid constraints and reform of
system operation arrangements. While average wholesale electricity prices softened from the exceptional levels seen
during the 2022–2023 energy crisis, prices remained structurally elevated relative to pre-2021 norms and were
marked by pronounced intraday and seasonal volatility. This volatility was driven by renewable intermittency,
constrained network capacity, and shifting demand patterns linked to electrification of transport and heating.
Against this backdrop, flexible gas-fired generation continued to play a critical role in maintaining system balance and
security of supply, particularly during periods of low renewable output or rapid changes in system conditions.
Dispatchable assets capable of responding quickly to market signals remained strategically valuable, notwithstanding
increasing regulatory scrutiny and longer-term decarbonisation objectives.
Within this market environment, the Group’s operational focus during FY2025 remained centred on the optimisation
of its operating asset, the Pyebridge flexible power generation facility, alongside continued progression of its
development portfolio. The strong performance from Pyebridge during 2025 shows the high demand for flexible
generation power and underscores the Company’s core business model. Presented below are further details on our
current projects and future plans.
Project Details
Projects in Operation
Pyebridge is an 8.1 MW gas‑powered flexible generation facility located in Derbyshire. The site played an active role
in supporting grid stability during periods of heightened system volatility, reflecting the continued strategic
importance of flexible thermal generation within the UK electricity system.
Following the successful completion of the 2nd 2.7MW genset refurbishment in December 2024, Pyebridge has 2x
2.7MW (i.e. 5.4MW) in optimal commercial production and generating income, effectively doubling the site's trading
revenue generation capacity compared to 2024.
Pyebridge achieved total electricity generation of approximately 10,810 MWh during the year, generating electricity
sales revenue of approximately £1.6 million, representing an increase of c. 121% compared to the prior year. The
asset achieved an average realised day‑ahead electricity price of £135/MWh, materially outperforming the UK market
average of £80/MWh (Nord Pool | N2EX Day-ahead prices) for the same period. This outperformance was driven by
disciplined dispatch decisions, a focus on higher‑value market windows, and the inherent flexibility of the asset.
During 2025 Pyebridge generated and sold electricity for an average of 11 hours per day, demonstrating the ongoing
strong demand for flexible generation power and validating QDE's core business model.
Capacity Market Position:
Capacity Market (“CM”) revenues continued to form a core component of Pyebridge’s contracted income profile.
During the year, the asset was active under a T‑1 Capacity Market contract for the 2025/2026 delivery year and
secured additional T‑4 contracts extending contracted revenue coverage through to the 2029/2030 delivery year.
At the reporting date, Pyebridge held a combination of active and future CM contracts with an aggregate gross value
of approximately £1.92 million, subject to performance and indexation. These contracts provide a degree of revenue
visibility and underpin the economic case for continued investment in asset reliability and lifecycle management.
Projects in Construction
At Hindlip, the Group achieved a major strategic milestone through the completion of a £5 million investment
agreement with Powertree (Holdings) Ltd, resulting in the project being fully funded with no further capital
contribution required from the Group. The 7.5 MW Hindlip project also secured a 15-year Capacity Market contract,
providing long-term contracted revenue visibility. Construction commenced during the year, with commissioning
targeted for Q3 2026. The Group retains a 25% fully diluted equity interest in the project.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
REVIEW OF OPERATIONS
6
Development activity at Bordesley continued during FY2025. During March 2026 the Board has entered into an
Investment Agreement with Power Balancing Services to co-fund the CAPEX for the Bordesley site, which is structured
at project SPV level. Full preparations are underway for the construction of the site. Comprehensive engineering,
procurement, and construction ("EPC") proposals have been received from leading EPC contractors, and availability
of key equipment confirmed. The site's grid- and gas connection construction are also underway. It is expected that
the construction of the site will be completed and the site in full commercial production and income generating in Q4
2026.
Projects under Development
Alongside the operation of Pyebridge, the Group made material progress during FY2025 in expanding and
repositioning its development portfolio, consistent with its stated strategy of building a scalable portfolio of flexible
power generation assets while managing development and balance-sheet risk.
In July 2025, the Group entered into a binding definitive agreement to acquire the exclusive rights to an initial
portfolio of approximately 25 MW of flexible generation development projects, together with a wider project
development framework agreement. The initial portfolio comprises five sites of approximately 5 MW each, all located
in areas of attractive power demand in England and benefiting from confirmed access to grid connections. The
acquisition materially increased the Group’s combined operational and development portfolio to approximately 48
MW and provided a scalable pathway to expand the portfolio to approximately 100 MW in the near term. The Board
considers this acquisition to be strategically significant given the wider constraints on new grid connections arising
from the national grid connections reform process.
At Stather Road, development progress remained constrained by grid connection uncertainty linked to wider network
reinforcement works and the ongoing grid connections reform process. During the year, the project was strategically
repositioned to pursue a higher-capacity grid connection, with near-term cost exposure mitigated through lease
renegotiation.
In addition to its core development activities, the Group announced a number of strategic initiatives during FY2025
aimed at broadening its addressable market for flexible power solutions. These included the establishment of an
exclusive joint venture framework to develop power supply solutions for AI datacentres, followed by the execution of
a definitive joint venture agreement with Carbon Zero Markets Ltd, under which the Group intends to pursue the
development of co-located power assets to support AI infrastructure. The Group also announced an exclusive joint
venture framework targeting the provision of power and heat supply solutions to UK holiday parks via private-wire
arrangements. These initiatives remain at an early stage and are intended to complement, rather than displace, the
Group’s core flexible generation strategy.
Outlook
The Group enters FY2026 with a strengthened strategic platform, underpinned by an operational asset that has
returned to full capacity, a fully funded construction-stage project at Hindlip and Bordesley, and an expanded pipeline
of development projects.
From a development perspective, the Board’s near-term focus is on the disciplined execution of funded and advanced
projects, particularly the delivery of Hindlip and Bordesley into commercial operation, while continuing to progress
the newly acquired development portfolio toward shovel-ready status and beyond. Strategic initiatives announced
during FY2025, including AI datacentre and holiday park power supply solutions, are expected to be progressed
selectively and in a manner consistent with the Group’s risk appetite and capital allocation framework.
The Board remains mindful of ongoing regulatory, market and delivery risks but considers the Group to be well
positioned to navigate the evolving UK electricity market, supported by the continued need for flexible, dispatchable
generation to maintain system stability.
This report was approved by the Board on 4 August 2026 and signed on its behalf by:
Pieter Krügel
Chief Executive Officer
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
7
Introduction
The Board of Directors (the ‘Board’) present their strategic report together with the audited financial statements for
the year ended 31 December 2025 of Quantum Data Energy PLC (the ‘Company’ or ‘QDE’) and its subsidiaries
(collectively, the ‘Group’). The Company was incorporated and registered in England and Wales on 17 September
2020 with company number 12886458 as a private limited company under the Companies Act 2006 with the name
MAST Energy Developments Limited. The Company re-registered as a public limited company on 18 November 2020
and changed its name to MAST Energy Developments PLC. On 3 November 2025 the Company further changed its
name to Quantum Data Energy PLC to better align with its corporate strategy.
During July 2025, an independent non-executive director (NED) was appointed to the Board which currently
comprises the CEO, a non-executive Chairman and a NED. The Board believes that with the appointment of a NED
there is an appropriate balance between the executives and non-executive directors and that no individual or
small group dominates the Board’s decision-making. While the Board’s current three members have a wide range of
expertise and experience that the Board considers to be currently conducive to the effective leadership of the Group
and to the optimisation of shareholder value, the Company recognises that appointing additional directors may be
beneficial to the Company as it grows and will continue to review its board composition.
The Board members’ diverse range of skills and experience span technical, financial, marketing and operational, areas
relevant to the management of the Company. Summary biographies of each Board member are shown on the
Company’s website at www.quantumdata.energy.
The Board is committed to fair and equal gender opportunity and fostering diversity, subject to ensuring appointees
are appropriately qualified and experienced for their roles. The Group acknowledges that as it expands its operations,
it will be to its benefit to align the composition of its Board and profile of its management and staff to reflect balance
in the ethnicity and gender of its personnel.
Analyses of gender of Group personnel during reporting period:
No. Identify as Male
No. Identify as Female
No. Identify as Other
Board
2
1
-
Management
3
1
-
Employees
No direct employees
No direct employees
No direct employees
Strategy Objectives and Business Model
The Group maintains a focused strategy to acquire advanced power generation assets of varying capacity and to
develop its targeted sites to fully commercially operating units, exploiting a growing niche market in the UK for
flexible power generation to balance out the UK National Grid (the ‘Grid’) at critical times. The power generation
assets being acquired and developed are peaker power plants fuelled by gas-fuelled reciprocating engines with typical
outputs of 5 to 20 MW. The Group’s 8.1 MW Pyebridge flexible power generating facility is an example. The company
may also acquire and/or develop battery-storage sites (either stand-alone or co-located with its peaker plants) where
grid power is stored in periods of low demand to be fed back into the Grid at periods of peak demand. The company
does not have any battery-storage sites in development or operation presently.
During 2025, the Company further refined its strategy based around its core peaker plant development business. It
has identified emerging niche power supply markets in the UK where it believes it can leverage its expertise in
modular power plant development. These markets include the AI data centre power supply market which recently
has come sharply into focus with announcements by some of the major AI developers of major investments in UK AI
datacentres over the next few years e.g. Microsoft’s pledge to invest £30 billion to expand its cloud and AI footprint
in the UK from 2025 to 2028 (refer: https://www.bbc.com/news/articles/c7016ljre03o)
With the increasing dependence of the UK power grid on wind and solar, security of reliable power supply to AI
datacentres is critical to their operations and the Company believes that it is ideally positioned to exploit this market
by providing on-site or proximal back-up power with the potential for associated heat generation. Similarly, the
Company has embarked on a Holiday Parks Power Strategy, to provide non-grid dependent on-site power and heat to
Holiday Parks located across the UK.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
8
The Group structure is maintained through a group of subsidiary companies (Special Purpose Vehicles or ‘SPV’), each
SPV holding one site. QDE’s four current sites are held within Pyebridge Power Ltd (Pyebridge Project – production
site), Bordersley Power Ltd (Bordesley Project – in construction), ADV 001 Limited (Hindlip– in construction) and
ARL 018 Limited (Stather– development site), respectively. All SPVs are wholly owned by Quantum save for ADV001
where it has 25% holding further to an investment agreement signed with Powertree (Holdings) Ltd where Powertree
are unilaterally funding plant construction at Hindlip which is on-target for completion during Q3 2026. Quantum’s
strategy is to provide flexible power solutions that are adaptable, respond immediately to demand and create multi-
stream revenues. Targeting this market, QDE is structured to acquire, own, develop and operate a portfolio of projects
of flexible, small-scale power generation plants throughout the UK totalling c. 30 – 50 MW in the short term and a
target of expanding to 300+ MW.
Trends and Factors Affecting the Operation of the Group
Over the last 20 years, the development of the UK electricity market has been driven by the policy trilemma of
affordability, security of supply and low-carbon generation. While the relative importance of these three pillars has
changed through successive governments, it has created a UK generation mix that has now moved away from
baseload, fossil-fuel generation driven by coal and gas to an electricity generation landscape dominated by
intermittent, low-carbon generation by wind and solar supported by flexible distributed gas peaker plants. This has
created an exciting and immediate opportunity of scale in the UK electricity market to provide flexible, or reserve,
power to compensate for the increased intermittency of electricity generation from wind and solar energy
technologies. In addition, the phasing out of base-load technologies such as coal and large gas generation, and large
legacy nuclear plants, has reduced the amount of existing generation that can respond flexibly creating substantial
requirements for new capacity. Renewables are also undermining the economics of existing and new large gas-fired
plants. For example, the UK electricity generation (excluding imports) was around 290 TWh for 2025, which includes
c. 90 TWh from gas, c. 36 TWh from nuclear, c. 152 TWh from renewables, dominated by wind at 87 TWh
1
. Wind
generation, therefore, comprises c. 30% UK electricity generation and wind intermittency creates significant potential
for growth of both gas peakers and batteries as stand-by flexible back-up. Therefore, the overall structure of the UK’s
power generation requirements is fundamentally changing, with a greater requirement for smaller, flexible plants
that are distributed on the electricity network. The UK Government policy has steadily moved in the direction of
encouraging the development of small-scale distributed generation that can serve as quick-start back-up in times of
a shortage in production from the increasing dependence on renewables. Various revenue mechanisms exist to
monetise these plants, including capacity market auctions, short-term reserve and merchant operation, all of which
can be optimised by an experienced team.
The Group has positioned itself to partake in, and adapt, to this dynamic UK electricity market by structuring its power
generation projects to participate in all revenue-generating opportunities available to it to ensure maximum return
on its investment.
The Board believes that in the future, there will continue to be significant expansion of renewable generating capacity
in the UK. The UK Government’s target of net-zero greenhouse emissions by 2050 (COP26 Climate Conference 2021)
presents unique and solid opportunities for electricity production through the use of low-carbon technologies other
than wind and solar.
Based on the above projections, the Board believes there are attractive opportunities for the Group to rapidly increase
its project portfolio over the coming years to meet the increasing demand for small, flexible electricity generation to
support the stability of the grid as renewables dominate the energy generation mix.
Review of Operational Activities
A detailed review of the Group’s operational performance during the year ended 31 December 2025 is set out in the
Review of Operations section of this Annual Report.
In summary, the Group’s operational activities during FY2025 were focused on maximising the value of its sole
operational asset, the Pyebridge flexible power generation facility, while continuing to progress its development
portfolio in a disciplined manner. Despite mechanical challenges affecting individual generating units, Pyebridge
delivered strong commercial performance and materially outperformed UK wholesale electricity market averages on
a realised pricing basis.
Alongside operational activities, the Group made progress in expanding and repositioning its development pipeline,
including the acquisition of additional development-stage projects and the advancement of funded construction-stage
1
https://assets.publishing.service.gov.uk/media/6a6cb5f00c36759b5ccaa2f5/UK_Energy_in_Brief_2026.pdf
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
9
assets. The Board considers that the operational experience gained during FY2025 has informed a more robust
approach to asset management, risk mitigation and capital allocation going forward.
Review of financial performance during the period
The following information is included to highlight the financial performance of the Group:
Description
Year ended 31
December
2025(£)
Year ended
31 December
2024(£)
Revenue
1,629,410
737,158
Cost of sales
(1,133,065)
(441,541)
Gross profit
496,345
295,617
Other income
151,727
-
Disposal/de-recognition of non-current asset
-
87,005
Finance income
-
18
Total income
648,072
382,640
Non-recurring, non-cash expenses
Warrants issued (Refer to note 18)
-
-
Employee share options scheme
(157,181)
-
Derecognition of subsidiary
(110,968)
-
Subtotal
(268,149)
-
Other expenses
Administrative expenses
(858,494)
(764,441)
Finance costs
(369,946)
(244,629)
Listing and other corporate fees
(134,912)
(130,421)
Project expenditure
(257,187)
(340,582)
Share in loss of associate
(28,066)
-
Public Relations costs – non-recurring
(250,000)
-
Subtotal
(1,898,605)
(1,480,073)
Total Expenses
(2,166,754)
(1,480,073)
Loss for the period per the Statement of Comprehensive income
(1,518,682)
(1,097,433)
Income
Revenue increased 121% year-on-year due to the following reasons:
• The successful completion of the comprehensive refurbishment programme toward the end of 2024, as
announced previously.
• Pyebridge generated and sold c. 10.8 GWh of electricity during the full 12-month period of 2025, representing
an increase of c. 71% compared to the 12-month period of the prior year
• Pyebridge achieved an average electricity sales price during 2025 of c. £135/MWh representing an
outperformance of c. 67% compared to the average wholesale market electricity price over the year.
• Pyebridge generated and sold electricity for an average of 11 hours per day over the 12-month reporting
period highlighting the ongoing strong demand for flexible generation power.
Expenses
• The increase in the loss year-on-year, as disclosed in the table above, in the statement of comprehensive
income, and note 4 in the financial statements is mainly owing to certain once-off non-recurring cash and
non-cash expenses related to the Equity Fundraise. When excluding the aforementioned expenses, the
Group’s normal annual administrative expenses were £858,495 in 2025 which is in line with the prior year.
• There were no impairments recognised in 2025 largely due to the current improved market conditions, more
stable inflation and interest rate environment. Development projects moved forward in 2025 creating
confidence in the value of the investments. Possible impairment reversals were identified during the
impairment assessment performed as at year-end but are not recognised in the accounts until it is confirmed
to be of more permanent nature. Refer to note 11 for further details.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
10
Key Performance Indicators
Management does not consider there to be any key financial key performance indicators (‘KPIs’) at this stage of its
development, other than the loss per share for the period, which is included in the statement of comprehensive
income.
As and when operational activities increase, management will reconsider the key financial KPIs and update the
necessary disclosures accordingly.
Non-financial KPIs comprise the measure of advancement with respect to the various key projects over the medium
to long term. The Group’s target, as set out in its Prospectus in July 2025, is to build on its existing c. 22 MW portfolio
and to continue constructing or otherwise acquiring a series of natural gas fuelled power plants in multiple sites
throughout the UK with a target of 300 MW in production within three to five years. The Group has one project in
production, Pyebridge, at year-end and at the date of this report. It currently has an additional c.12.5 MW in
construction, the most advanced of which, Hindlip, in joint venture with Powertree (Holdings) Ltd is at the
construction phase and is expected to commence production during the third quarter of 2026. After period end
(March 2026), the Company also concluded a joint venture agreement with Power Balancing Services Ltd for the
construction at Bordesley with completion and commissioning anticipated during Q4 2026.
During 2025, the Company made significant progress towards its original short-term target of having 50 MW capacity
in development. With Hindlip and Bordesley moving out of Development, and into construction, the Company’s
development pipeline is as follows:
Project Name
Generation Capacity
Location
Development Stage
Stather
2.4MW
Scunthorpe
Shovel-Ready
5 X Development Sites
25 MW
South-East England
Permitting
Total
27.4 MW
Risks and Uncertainties
The realisation of the various projects is dependent on the successful completion of technical assessments, project
development and project implementation and is subject to several significant potential risks summarised as follows,
and described further below:
• Funding risk
• Regulatory risk
• Climate risk
• Commodity risk
• Competition risk
• Development and construction risk
• Staffing and key personnel risk
• Information technology risk
Funding Procurement risk
During July 2025, the Company concluded a significant equity fundraise for gross proceeds of £5m via the issue of 125
million prepaid warrants at an exercise price of £0.04. As part of the equity fundraise, the Company also issued 250
million cash warrants, also at an exercise price of £0.04, for a potential additional funding gross proceeds of £10m. At
the date of this report, 123,849,666 of the pre-paid warrants and 34,675,000 of the cash warrants have been exercised
for gross proceeds of £6,340,987. A total 758,836 pre-paid warrants and 117,200,000 cash warrants remain
unexercised following expiry of fifty percent of issued unexercised warrants on 11 January 2026 and the exercise of
an additional 5 million cash warrants between 11 January 2026 and the date of this report. These remaining warrants
will expire on 11 July 2026 unless exercised before that date. The fundraise in 2025 follows the successful IPO in April
2021 (raising £5.54 million), and successful raising of funding either through equity or debt during 2022 – 2024,
indicating a strong track record of being able to raise debt and equity funding when required.
While the Company remains well capitalised to pursue its project development strategy following the 2025 equity
fundraise, there can be no assurance that such funds will continue to be available on reasonable terms, or at all in the
future, and that projects will be completed within the anticipated timeframes to supplement cashflows through
operational activities.
Due to the fundraise the Group repaid the CLN loan facility, and repaid portions of the Pyebridge loan facility which
materially improved the net asset value (NAV) of the Group. The increased NAV results in the several funding options
becoming available to the Group.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
11
The Group generated revenue of £1,629,410 (2024: £737,158) for the year ended 31 December 2025 and had a net
asset position of £1,149,154 (2024: net liability position of £1,238,271). As at year end, the Group had liquid assets in
the form of cash and cash equivalent and other receivables of £1,436,943 and £110,647 (year to 31 December 2024:
£146,446 and £364,469), respectively. The Group has a net current liability position of £1,786,672 (2024:
£2,154,323). The current liability causing the net current liability position is the Pyebridge specific term loan of
£2,203,715, the debt is not at Company level. The Group has options available to repay the current liabilities as
described in note 27.
The Directors have reviewed budgets, projected cash flows and other relevant information, and based on this review
and the rationale set out below, they are confident that the Group will have adequate financial resources to continue
in operational existence for the foreseeable future.
The budgets and projected cash flows are reliant on the current available cash balance, as stated above, for general
working capital costs. The budgets are further reliant on the continued operation of Pyebridge and its anticipated
revenue generation from electricity production, as well the availability of the Pyebridge specific term loan.
Unforeseen challenges with either of the aforementioned cause a risk that the Group may not be able to meet its
current liabilities without another cash injection. The directors have concluded that the combination of these
circumstances represents a material uncertainty that casts significant doubt upon the Group’s ability to continue as a
going concern and that, therefore, the Group may be unable to realise its assets and discharge its liabilities in the
normal course of business.
The Directors continue to review the Group’s options to secure additional funding for its general working capital
requirements as well as project financing for commercial production-ready sites, alongside its ongoing review of
anticipated revenue generation from existing sites, potential acquisition targets and corporate development needs.
The Directors are confident that such funding will be available, although there is no guarantee of such funding. In
addition, any equity funding may be subject to shareholder approvals and in line with legal and regulatory
requirements as appropriate.
As a result, the Directors continue to monitor and manage the Group’s cash and overheads carefully in the best
interests of its shareholders and believe that the Company and the Group, by successfully implementing the above
responses, will remain a going concern for the foreseeable future.
Regulatory risk
The United Kingdom power sector has undergone several considerable regulatory changes over the last few years
and is now at a state of transition from large fossil-fuel plants to a more diverse range of power-generation sources,
including renewables, small, distributed plants and new nuclear. As a result, there is greater regulatory involvement
in the structure of the UK power market than has been the case over the last 20 years. Therefore, there remains a risk
that future interventions by Ofgem or Government could have an adverse impact on the underlying assets that the
Group manages and/or owns. The Company continually monitors this risk and, where possible, acts proactively to
anticipate and mitigate any regulatory changes that may have an adverse impact on the ongoing financial viability of
its projects. To monitor compliance with evolving UK government energy regulations, the Company subscribes to
relevant environmental and energy regulation bodies’ updates which management reviews on a regular basis. It
makes recommendations to the Board in terms of mitigation that may be required should it become aware of any
pending regulatory changes that may threaten the economic viability of its projects.
Climate Risk
The Board considers Climate Risk to be a principal risk that may threaten the business viability of the Company insofar
as it informs greater regulatory involvement by the UK Government in the structure of the UK power market as
discussed under Regulatory Risk above. As the Company currently relies on the availability and permitted use of
natural gas to fuel its current and planned reserve power sites, accelerated climate change, and associated adverse
weather events may prompt further restrictions on the use of natural gas by UK regulators including its phasing out
within a shorter period than the Company currently anticipates. In order to mitigate this risk, in addition to keeping
itself informed of any pending regulatory risk that may threaten the economic viability of its projects, the Company
will ensure that the engineering design and location of its projects are amenable to the use of alternative electricity
generating fuels to natural gas e.g. green Hydrogen or biofuel and at minimum conversion costs should it be required.
The Company will also plan to incorporate alternative renewable energy projects in its project pipeline such as solar,
wind, waste-to-energy or long-duration storage (battery) to diversify its project portfolio in response to any
accelerated phasing out of natural gas as an electricity generating fuel. As well as Climate Risk, the Company also
recognises Climate Opportunity and more details on both are discussed under the Strategy heading in the Task Force
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
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on Climate-related Financial Disclosures (TCFD) section of this report. The TCFD section, in addition to providing the
information required under the TCFD Framework in compliance with the Listing Rules also includes the Group’s
Climate Related Financial Disclosures (CFD)as required under s414C, s414CA and s414CB of the Companies Act 2006
(the Act).
Commodity Risk
The assets that the Group manages and owns will receive revenue from the sale of energy onto the wholesale market
or to end users at a price linked to the wholesale power market price. Volatility in power prices going forward will
affect the profitability of the underlying reserve power assets. For example, the significant reduction in wholesale
electricity prices from 2022 to 2023 resulted in lower electricity prices received from sales at Pyebridge during the
period that it was in operation during 2023 while the wholesale electricity prices significantly increased in the second
half of 2024 (following engine overhauls) and remained buoyant throughout 2025 which coincided with improved
operating performance at Pyebridge. The Group will also use its skills, capabilities and knowledge of the UK power
market to optimise these wholesale revenues. The Group’s ability to effectively manage price risk and maximise
profitability through trading and risk management techniques with the assistance of its electricity off-taker and
trading platform provider, Statkraft, will have a considerable impact on the revenues and returns.
Competition Risk
The UK energy market is a competitive environment and while the Group has identified that a clear opportunity exists
in respect of reserve power competitors are also developing projects. The expansion of flexible capacity supplying the
market may have an adverse impact on the pricing and contracts that the assets the Group manages can achieve and
may have an adverse effect on the Group’s revenue stream from the projects under management and this may reduce
or delay any net return derived by the Shareholders from an investment in the Company. The Group maintains active
intelligence on other energy projects and company activities in UK energy sector and has first mover advantage on
arising opportunities. The Group leverages strategic partnerships to identify new projects.
Development and Construction Risk
The Group will continue to develop new greenfield project sites that includes obtaining planning permission, securing
land (under option to lease or freehold), and obtaining gas and grid connections. The Group will also oversee the
construction of these projects where needed. During 2025, the Company refocussed its strategy to also include
brownfield sites either as former energy producing assets in need of refurbishment to complement its existing shovel-
ready sites with planning permission, lease/freehold agreements and grid connections already in place.
Risks to project delivery include damage or disruption to suppliers or to relevant manufacturing or distribution
capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes or other reasons that could impair the
Company’s ability to deliver projects on time.
Failure to take adequate steps to mitigate the likelihood or potential impact of development and construction
setbacks, or to effectively manage such events if they occur, could adversely affect the business or financial results.
There are inherent risks that the Group may not ultimately be successful in achieving the full development and
construction of every site and sunk costs could be lost. However, the risk is mitigated as the Group ensures that shovel-
ready sites that adhere to specific requirements form most of its project development pipeline, coupled with an
experienced senior management team.
Staffing and Key Personnel Risks
Personnel are our only truly sustainable source of competitive advantage and competition for key skills is intense,
especially around science, technology, engineering and mathematics (‘STEM’) disciplines. While the Group has good
relations with its employees, these relations may be impacted by various factors. The Group may not be successful in
attracting, retaining, developing, engaging and inspiring the right people with the right skills to achieve our growth
ambitions, which is why staff are encouraged to discuss with management matters of interest and subjects affecting
day-to-day operations of the Group.
Information Technology Risks
The Group relies on information technology (‘IT’) in all aspects of its business. Any significant disruption or failure,
caused by external factors, denial of service, computer viruses or human error could result in a service interruption,
accident or misappropriation of confidential information. Process failure, security breach or other operational
difficulties may also lead to revenue loss or increased costs, fines, penalties or additional insurance requirements. The
Group continues to implement more cloud-based systems and processes and improve cyber security protocols and
facilities in order to mitigate the risk of data loss or business interruption.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
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Section 172(1)(a) to (f) of the Companies Act 2006
Section 172(1)(a) to (f) of the Companies Act 2006 requires each Director to act in the way he or she considers would
be most likely to promote the success of the Group for the benefit of its members as a whole regarding the following
matters:
a. The likely consequences of any decision in the long-term
Quantum is a flexible power generation Group. By their natures, energy projects are complex, capital intensive,
last several years and involve a varied group of stakeholders. As such, it is extremely important that the Board
considers all decisions made by the Group in the context of their long-term impact on the Group. Consequences
of such decisions include (but are not limited to) the impact on all stakeholders, impact on environmental issues
in and around project areas and the financial impact on the Group and its ability to function effectively. QDE is
careful and considered in its planning, as is required for energy projects. As such, the Group prepares detailed
planning documents before initiating any major work programme.
Such planning documents assess a variety of factors, from technical and project funding matters to
environmental matters. Where appropriate, the Group provides copies of these reports on its website or
releases excerpts via the London Stock Exchange’s Regulatory News Service.
b. The interests of the Group’s employees and contractors
The health and safety of QDE’s employees and contractors is of paramount concern to the Board. It is imperative
that QDE provides a safe and secure working environment for all staff and contractors. The Group conducts
regular Health & Safety reviews and ensures that any operational plans are subject to rigorous scrutiny in their
creation and constant monitoring during their implementation. As a small Group at an early business
development stage, there are no direct employees in any of the Group companies and all business functions to
the Group are provided under service contracts with third parties. As the Group grows, it is expected that the
Group’s workforce will expand and personnel will be engaged on various arrangements, including, for example,
direct employee contracts and temporary and long-term service contracts commensurate with the
requirements of each Group company as it develops.
The Group is and will continue to be a responsible employer in respect to the approach it takes towards
employee and contractor pay and other terms of the engagement as it develops. These are constantly reviewed.
c. The need to foster the Group’s business relationships with suppliers, customers and others
Power generation projects involve a diverse and varied group of stakeholders. These include (but is not limited
to) the Group’s employees, government officials, local communities, financial backers, shareholders and other
suppliers. The Group adopts a transparent and open stance in its dealings with all stakeholders to help build
trust. Energy and power development projects can only succeed with the full support of all involved.
The Board has oversight of the procurement and contract management processes in place and receives regular
updates on any matters of significance, as well as approving the awarding of large contracts. The Board ensures
the Group fully adheres to the Bribery Act 2010 by means of Anti-Corruption & Bribery and Whistle-Blowing
policies that it has implemented.
d. The impact of the Group’s operations on the community and environment
Energy and power development projects can have a significant impact on local communities and the
environment. The Board constantly reviews the impact of its operations on local communities and its projects’
surrounding environments. Where required, the Group completes detailed surveying work, such as
Environmental Impact Assessments, and, where necessary, applies for relevant permits. Such processes
require diligence and concentrated effort. The Group’s legacy projects, namely Bordesley, Hindlip, and Stather,
are at construction or development stage and have gone through the strict UK planning and permitting
regulatory processes to enable them to reach their current level of development while Pyebridge, the Group’s
operating site, abides with all regulations required during operations. Five Greenfield sites identified during
2025 will be subject to the same strict permitting process as the legacy sites. The footprint of the Group’s
existing and planned power-generation sites is small, compared with large base-power generating sites, and
do not have a significant impact on the community or environment in which they are located.
e. The desirability of the Group maintaining a reputation for high standards of business conduct
As a listed PLC, QDE’s reputation for the high standards of its business conduct is paramount. The Board makes
every effort to ensure it maintains these.
The Group is subject to the disclosure requirements of the LSE’s Listing Rules for Companies and Financial
Conduct Authority’s Disclosure Guidance and Transparency Rules. These comprehensive set of rules enforce a
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
14
strict discipline upon the Group in terms of the manner, timeliness, subjectivity and content of its public
disclosures.
Quantum is also required to complete an annual audit with the objective being a thorough examination and
evaluation of the financial statements of the Group to make sure that the financial records are a fair and
accurate representation of the transactions they claim to represent. The results of this are published each year
in the Group’s Annual Report.
Quantum is committed to a high level of corporate governance and has selected the Quoted Companies Alliance
Corporate Governance Code (the ‘QCA Code’) as the appropriate corporate governance code for a company at
its level of development and to meet its mandatory requirements as an LSE Equity Share (Transition) listed
company. Full details on how QDE meets the requirements of the QCA Code are outlined under the Corporate
Governance Report on page 26.
f. The need to act fairly between members of the Group
As a listed Group, QDE is committed to treating its shareholders fairly and delivering shareholder value.
QDE is registered in England and Wales and is subject to the Companies Act. The Group is also subject to the
UK City Code on Takeovers and Mergers. The Company’s articles of association, which help define some of the
actions between the Company and its shareholders, can be found on the Company’s website.
Task Force on Climate-related Financial Disclosures (TCFD)
The Task Force on Climate-related Financial Disclosures (“TCFD”) completed its work and was formally disbanded by
the Financial Stability Board (“FSB”) in 2023, following the incorporation of its recommendations into the
International Sustainability Standards Board (“ISSB”) standards. Notwithstanding this development, the Group
remains subject to UK statutory and regulatory requirements for TCFD-aligned disclosures for the year ended 31
December 2025, including the Companies Act 2006 (Strategic Report) (Climate-related Financial Disclosure)
Regulations 2022 and applicable FCA Listing Rules.
Accordingly, the Group has continued to report against the TCFD recommended disclosure framework on a comply-
or-explain basis. The tables below summarise the extent to which the Group has addressed each of the TCFD
recommended disclosures during FY2025. Where a recommended disclosure has not been fully addressed, the Group
provides an explanation and outlines its approach to future disclosure, consistent with prior-year practice.
Governance
TCFD Recommended
Disclosure
Status
Commentary
a) Describe the Board’s
oversight of climate-related
risks and opportunities
Disclosed
The Board retains overall responsibility for oversight of
climate-related risks and opportunities. Climate considerations
are incorporated into Board discussions on strategy, capital
allocation, risk management and long-term asset planning.
b) Describe management’s
role in assessing and
managing climate-related
risks and opportunities
Disclosed
Senior management is responsible for identifying, assessing
and managing climate-related risks within the Group’s broader
risk management framework, with escalation to the Board
where material.
The Board of Quantum Data Energy PLC (the “Board”) has overall responsibility for the oversight of climate-related
risks and opportunities and for ensuring that such matters are appropriately considered as part of the Group’s
strategic decision-making and risk management processes.
Climate-related considerations are integrated into the Board’s review of strategy, capital allocation, investment
decisions and long-term planning. The Board receives updates from management on material regulatory
developments, physical climate risks and transition-related factors that may affect the Group’s operations,
development portfolio or financial performance. Where relevant, climate-related risks and opportunities are
discussed in the context of broader market conditions and the evolving UK electricity system.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
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During FY2025 the Board kept climate change as a standing agenda item with quarterly reviews. Specific Board
actions during the year included: (i) review and approval of the interim and full-year Scope 1, 2 and 3 SECR data; (ii)
approval of a revised investment appraisal framework incorporating an internal carbon price for capital allocation
decisions; (iii) review of physical risk monitoring at the Pyebridge operating site, including cooling and ventilation
performance during periods of elevated ambient temperature; and (iv) consideration of alternative-fuel readiness
(hydrogen / biofuel) and portfolio diversification options as part of long-term strategy discussions.
Responsibility for the day-to-day identification, assessment and management of climate-related risks sits with senior
management. Management monitors developments in climate policy, regulation and market design, and assesses their
potential impact on the Group’s assets and development activities. Management is also responsible for implementing
operational and strategic measures to mitigate identified risks, with material matters escalated to the Board through
regular reporting and Board papers.
The Audit Committee supports the Board by overseeing the effectiveness of the Group’s risk management and internal
control framework, including processes relating to climate-related risks. Given the current scale and complexity of
the Group, the Board does not consider it proportionate to establish a dedicated climate or sustainability committee.
Instead, climate-related matters are embedded within the Group’s existing governance and oversight structures.
The flow of information, responsibility and oversight in relation to climate-related risks and opportunities is
illustrated in the governance diagram below, which shows the interaction between the Board, senior management
and operational teams. This governance structure remained unchanged during the year ended 31 December 2025.
Strategy
TCFD Recommended Disclosure
Status
Commentary
a) Describe the climate-related
risks and opportunities the
organisation has identified
over the short, medium, and
long term.
Disclosed
The Group has identified transition, physical and market-
related climate risks across short-, medium- and long-
term horizons, together with opportunities arising from
the continued need for flexible, dispatchable generation to
support UK electricity generation system balance.
b) Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning.
Disclosed
Climate-related risks and opportunities are considered
qualitatively in strategic planning, asset design,
development prioritisation and capital allocation
decisions.
c) Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower
scenario.
Disclosed
The Group has undertaken qualitative consideration of
different transition pathways, including more rapid
decarbonisation scenarios. Quantitative scenario
modelling has not been undertaken due to the current
scale and stage of the business.
For the purposes of these disclosures the Group defines time horizons as: short term — 0 to 3 years, aligned to the
current Capacity Market delivery year and near-term construction milestones; medium term — 3 to 10 years, aligned
to the Group's pipeline build-out and prevailing Capacity Market obligation periods; and long term — beyond 10
years, aligned to expected operational asset life and the UK's 2035 power-system decarbonisation pathway.
The Group’s strategy is focused on the development and operation of flexible power generation assets that support
the stability and reliability of the UK electricity system during the transition to a lower-carbon economy. The Board
recognises that the UK energy system is undergoing significant structural change driven by decarbonisation policy,
increasing penetration of intermittent renewable generation and evolving demand patterns.
Flexible gas-fired generation is expected to continue to play an important role in balancing the electricity system over
the short to medium term, particularly during periods of low renewable output or heightened system stress. At the
same time, the Group acknowledges the longer-term transition risks associated with climate policy, emissions
regulation and potential changes in market design.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
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Climate-related risks and opportunities are therefore considered across short-, medium- and long-term horizons, and
are taken into account in strategic planning, asset design, investment decisions and capital allocation. The Group’s
approach seeks to balance near-term operational and commercial performance with longer-term resilience and
optionality.
The principal climate-related risks identified by the Group, together with their potential financial impacts and
strategic effects, are summarised below. These risks are consistent with those disclosed in prior periods and have
been reviewed and updated to reflect the Group’s operational and development activities during FY2025.
Risk Category
Risk Description
Time
Horizon
Potential Financial Impact
Strategic / Operational
Effects
Transition Risk –
Policy &
Regulation
Changes in UK or
international climate policy,
emissions regulation,
carbon pricing or market
design could adversely
affect the economics or
permitted operating life of
gas-fired generation assets.
Medium to
Long term
Increased compliance costs,
reduced asset value,
potential curtailment of
operating hours or
accelerated asset
retirement.
May influence asset
selection, development
prioritisation and long-
term capital deployment
decisions.
Transition Risk –
Technology
Accelerated deployment of
alternative technologies
such as battery storage,
hydrogen or other low-
carbon flexibility solutions
could reduce demand for
gas-fired peaking capacity
over time.
Medium to
Long term
Reduced utilisation or
merchant revenues in later
asset life; potential stranded
asset risk.
Reinforces the need for
disciplined capital
investment and
consideration of future
optionality in asset
design.
Physical Risk –
Acute
Increased frequency and
severity of extreme
weather events, including
heatwaves, may affect asset
performance, particularly
through cooling and
ventilation constraints.
Short to
Medium
term
Reduced availability or
efficiency during extreme
conditions; increased
maintenance or capital
expenditure.
Drives focus on
infrastructure resilience,
cooling upgrades and
preventative
maintenance.
Physical Risk –
Chronic
Longer-term changes in
average temperatures may
reduce operating efficiency
or increase wear on
equipment.
Medium to
Long term
Gradual efficiency
degradation; increased
operating and maintenance
costs.
Considered in lifecycle
planning and asset
management strategies.
Market Risk
Increased volatility in
power prices and dispatch
patterns driven by
renewable intermittency,
climate-driven policy
interventions or changes in
system operation.
Short to
Medium
term
Revenue volatility; potential
mismatches between
availability and pricing
opportunities.
Reinforces the strategic
value of flexibility and
disciplined dispatch
strategies.
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ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
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The Group also recognises climate-related opportunities arising from the transition to a lower-carbon energy system.
Increasing penetration of renewable generation is expected to continue to drive demand for flexible, dispatchable
capacity capable of responding rapidly to system imbalances.
The Group considers that its focus on flexible generation positions it to benefit from these dynamics over the short to
medium term. Where appropriate, the Group continues to assess opportunities to enhance asset resilience, improve
efficiency and maintain strategic optionality as part of its long-term planning.
The Board has considered the resilience of the Group’s strategy under a range of plausible transition pathways,
including scenarios involving accelerated decarbonisation and increased regulatory intervention consistent with a
lower-temperature outcome.
The Board's view of resilience is supported by four features of the business model already in place: (i) a flexible-
dispatch operating model that responds to market signals rather than committing baseload generation, limiting
exposure to falling load factors; (ii) Capacity Market revenues that provide a contracted income floor independent of
merchant volatility; (iii) modular, small-scale asset design with relatively low capex per MW, reducing stranded-asset
exposure under accelerated transition scenarios; and (iv) engineering design and site selection that allow for
conversion to alternative fuels (e.g., hydrogen or biofuel) at minimal incremental cost should regulatory restrictions
on natural gas accelerate.
Opportunity
Time
Horizon
Potential Financial Impact
Strategic Effect
Sustained demand for flexible
dispatchable capacity as
renewable penetration grows
Short to Long
term
Higher utilisation and merchant
revenues
Reinforces core strategy
New ancillary-service products
(Slow Reserve, evolved DFS)
Short to
Medium term
Incremental contracted revenue
streams
Diversifies revenue mix
Alternative-fuel optionality
(hydrogen / biofuel readiness)
Medium to
Long term
Extended asset operating life
under accelerated transition
Reduces stranded-asset risk
Site-level co-location (batteries,
renewables)
Medium to
Long term
Improved capital efficiency and
revenue stacking
Portfolio optionality
Given the current scale of the Group’s operations and development portfolio, this assessment has been undertaken
on a qualitative basis. The Board considers that the Group’s focus on flexible generation, conservative capital
deployment, contractual revenue mechanisms and selective use of partnerships provide a degree of resilience across
a range of potential future scenarios. The appropriateness of more detailed quantitative scenario analysis will
continue to be reviewed as the business evolves.
Risk Management
TCFD Recommended Disclosure
Status
Commentary
a) Describe the organization’s
processes for identifying and
assessing climate-related
risks.
Disclosed
Climate-related risks are identified and assessed through
the Group’s principal risk identification and review
processes, alongside other strategic, operational and
regulatory risks.
b) Describe the organization’s
processes for managing
climate-related risks.
Disclosed
Climate-related risks are managed through a
combination of operational controls, infrastructure
investment, regulatory monitoring and conservative
dispatch strategies.
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ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
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TCFD Recommended Disclosure
Status
Commentary
c) Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organization’s overall risk
management.
Disclosed
Climate-related risks are embedded within the Group’s
overall risk management framework and are reviewed
alongside other principal risks.
The Group’s approach to managing climate-related risks is integrated within its broader enterprise risk management
framework rather than being treated as a standalone process. The Board considers this approach to be appropriate
given the close interaction between climate-related risks and the Group’s operational, regulatory, market and
financial risks.
Climate-related risks are identified and assessed through the same processes used to evaluate other principal risks
facing the Group. This includes consideration of regulatory and policy developments, physical climate risks, market
dynamics and technological change, as well as the potential impacts of these factors on existing assets and
development activities.
Senior management is responsible for the ongoing identification and assessment of climate-related risks. This
assessment draws on internal operational experience, external technical and regulatory advice where appropriate,
and ongoing monitoring of developments in the UK energy market and policy landscape. Identified risks are evaluated
based on their likelihood, potential impact and time horizon, and are reviewed alongside other strategic and
operational risks.
The management of climate-related risks is embedded within day-to-day operational and strategic decision-making.
Mitigation measures may include operational controls, preventative maintenance, infrastructure upgrades,
conservative dispatch strategies, and consideration of climate-related factors in asset selection, design and
development planning. Where relevant, climate-related risks are also considered in the context of contractual
arrangements, including Capacity Market participation.
Climate-related risks and mitigation actions are reported to the Board through regular management reporting and
Board papers. The Board reviews these risks as part of its oversight of the Group’s overall risk profile and considers
whether the risk management framework remains appropriate in light of changes to the Group’s activities or external
environment.
The Audit Committee supports the Board by overseeing the effectiveness of the Group’s risk management and internal
control systems, including those relating to climate-related risks. Climate-related risks are not managed in isolation,
but are considered alongside other principal risks to ensure a coherent and proportionate approach.
The Board considers that this integrated risk management approach provides appropriate oversight and control of
climate-related risks at the current stage of the Group’s development. The framework will continue to be reviewed
and refined as the Group’s operational footprint and development portfolio evolve.
Practical mitigation actions identified to date include alternative-fuel design readiness, planned portfolio
diversification into solar, wind, waste-to-energy and long-duration storage, and infrastructure resilience measures
(cooling and preventative maintenance) at operating sites. Further detail is set out in the Climate Risk section of
Principal Risks and Uncertainties (page 14).
Metrics and Targets
TCFD Recommended Disclosure
Status
Commentary
a) Disclose the metrics used by
the organization to assess
climate-related risks and
opportunities in line with its
strategy and risk management
process.
Disclosed
The Group monitors operational and efficiency-related
metrics, including asset availability, reliability, fuel
consumption and dispatch performance, as indicators of
climate-related risk and resilience.
b) Disclose Scope 1, Scope 2 and,
if appropriate, Scope 3
greenhouse gas (GHG)
Disclosed
Scope 1 and Scope 2 greenhouse gas emissions and energy
consumption for FY2025 are disclosed in Table 1 – SECR
Report Data and the accompanying graph.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
19
TCFD Recommended Disclosure
Status
Commentary
emissions and the related
risks.
c) Describe the targets used by
the organization to manage
climate-related risks and
opportunities and
performance against targets.
Not
Disclosed
The Group has not set formal climate-specific targets
beyond compliance with applicable regulatory
requirements, reflecting the current scale and
development stage of the business. The Board continues
to review the appropriateness of future targets.
The Group recognises the importance of appropriate metrics in assessing climate-related risks and opportunities and
in monitoring the resilience of its operations over time. At the current stage of the Group’s development, climate-
related performance is primarily monitored through a combination of operational, efficiency and regulatory reporting
metrics, rather than through standalone climate-specific targets.
The Group’s greenhouse gas (“GHG”) emissions and energy consumption are reported in accordance with the
Streamlined Energy and Carbon Reporting (“SECR”) framework. Table 1 – SECR Report Data, together with the
accompanying graphs presented below the table, set out the Group’s Scope 1 and Scope 2 GHG emissions and energy
consumption for the year ended 31 December 2025. The Board confirms that the data presented in this table and the
associated graphs are accurate for FY2025.
Scope 1 emissions primarily arise from the combustion of natural gas in the Group’s operational generation assets.
Scope 2 emissions relate to electricity consumed at operational sites. Given the nature of the Group’s activities, Scope
3 emissions are not currently considered to be material and are therefore not disclosed at this stage.
In addition to emissions reporting, the Group monitors a range of operational metrics that are relevant to climate-
related risk and resilience. These include asset availability and reliability, operational efficiency, fuel consumption,
and dispatch performance. These metrics provide insight into how assets perform under varying operating
conditions, including during periods of elevated temperature or system stress.
The Group has not set formal climate-specific emissions reduction targets beyond compliance with applicable
regulatory requirements. This reflects the current scale of the Group’s operations, the early-stage nature of parts of
its development portfolio, and the transitional role of flexible gas-fired generation within the UK electricity system.
The Board considers that setting long-term quantitative targets would not be meaningful at this stage and could risk
misalignment with the Group’s operational realities.
The Board continues to review the appropriate
eness of additional metrics and targets as the Group’s portfolio evolves, regulatory expectations develop, and the UK
transitions toward the adoption of ISSB-based sustainability reporting standards. Any future targets will be
considered in the context of operational performance, asset lifecycle planning and the Group’s overall strategic
objectives.
Table 1- Streamlined Energy & Carbon Reporting (SECR) REPORT DATA
Activity
Activity Data
Activity data
units
Conversion
factors
Carbon footprint
(kgCO2e)
Carbon footprint
(tCO2e)
Scope 1 – GHG emissions resulting from activities for which the Company is responsible
Natural Gas
(100% Mineral Blend)
30,936,271
kWh
0.18296
5,660,100.14
5,660.10
Business Travel
(Medium-sized car of unknown
fuel type)
6,839
miles
0.27682
1 893.17
1.89
Sub-total 1
5,661,993.31
5,661.99
Scope 2 -GHG emissions resulting from purchase of electricity for its own use
Electrical Consumption
183,480
kWh
0.177
32,475.96
32.48
Sub-total 2
32,475.96
32.48
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
20
Scope 3- GHG emissions resulting from Company actions not owned or controlled
Homeworking
8,330.00
FTE working
hours
0.3338
2,780.39
2.78
Business travel (Rail)
536.00
miles
0.0355
19.01
0.02
Business travel (Underground)
76.00
miles
0.0278
2.11
0.00
Hotel Stays (UK - Within London)
0.00
room per
night
11.5000
0.00
0.00
Hotel Stays (UK - Outside London)
8.00
room per
night
10.4000
83.20
0.08
Water Supply
12.00
cubic metres
0.1913
2.30
0.00
Electricity Transmission &
Distribution (UK)
10,051,930.00
MWh
0.0185
185,960.71
185.96
Sub-total 3
188,847.72
188.84
TOTAL
5,883,316.99
5,883.31
Intensity Metric
3,610.89 tCO2e per million £ of revenue
Total Energy Usage across all
energy types
41,196.47 MWh
Fig. 1 – GHG Emissions Scope 1 Fig. 2 – GHG Emissions Scope 2
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
21
Fig. 3 – GHG Emissions Scope 3 Fig. 4 – Total GHG Emissions
Fig. 5 – Intensity Metric Fig. 6 – Total Energy Usage
The activity data in Table 1 and Figures 1-6 above were obtained from the Company’s internal records of energy
generation and consumption and converted to tCO2e using the appropriate conversion factors obtained from the UK
Government website at https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-
factors-2025.The Group has adopted a revenue-based intensity metric to assess and present its GHG emissions
performance, as this is considered to provide the most accurate representation of the Company’s emissions profile.
Given the Group’s minimal headcount, a headcount-based intensity metric would be misleading and result in a
disproportionately high emissions intensity figure that could be misinterpreted by stakeholders. Similarly, for gas-
peaking generation assets, electricity output is inherently variable and demand-responsive rather than continuous or
predictable, as would be the case for baseload generation. An energy-based intensity metric, using kilowatt-hours as
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
22
the denominator, could therefore penalise the Company during periods of lower utilisation for reasons unrelated to
operational efficiency.
During FY2025, Scope 1 GHG emissions increased materially, rising to 5,661.99 tCO₂e, compared with the prior year.
This increase was primarily attributable to significantly higher natural gas consumption as a result of increased
generation activity at the Pyebridge site, reflecting improved operational availability and a greater level of dispatch
in response to market conditions. Scope 1 emissions also include a small contribution from business travel by road,
which remains immaterial in the context of the Group’s overall emissions profile.
Scope 2 emissions for the year amounted to 32.48 tCO₂e, arising from purchased electricity consumed across the
Group’s operations. This level of emissions is broadly consistent with the operational footprint of the business and
remains small relative to Scope 1 emissions.
Scope 3 emissions increased to 189.15 tCO₂e in FY2025. The most of these emissions relate to electricity transmission
and distribution losses associated with power generated by the Group’s assets, with smaller contributions from
homeworking, business travel and accommodation. Scope 3 emissions continue to represent a modest proportion of
the Group’s total emissions, and the Board considers the current scope of disclosure to be appropriate given the nature
and scale of the business.
As a result of the increased operational activity during the year, total GHG emissions for FY2025 increased to 5,883.62
tCO₂e. Total energy usage across all energy types amounted to 41,196.47 MWh, reflecting the substantially higher
level of generation output compared with the prior period.
Despite the increase in absolute emissions, the revenue-based intensity metric for FY2025 was 3,610.89 tCO₂e per £
million of revenue. The Board considers this metric to remain the most meaningful indicator of emissions efficiency
for the Group, as it reflects the relationship between emissions and economic value generated rather than absolute
output levels alone.
With the Pyebridge site now operating at a more stable and representative level of utilisation, the Group expects
emissions data to become increasingly suitable for trend analysis over time. The Board considers that future
emissions performance should continue to be assessed primarily through intensity-based measures rather than
absolute emissions, given the demand-responsive nature of the Group’s operations.
The Group remains committed to maintaining a robust emissions reporting framework and to monitoring regulatory
developments in relation to climate-related disclosures. Sustainability considerations continue to be integrated into
strategic planning and operational decision-making, consistent with the Group’s role in supporting system stability
during the UK’s transition to a lower-carbon electricity system
This report was approved by the Board on 4 August 2026 and signed on its behalf by:
Paul Venter
Non-Executive Chairman
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
REMUNERATION REPORT
23
The following Directors remuneration was earned during the period.
Directors
31 December 2025
Audited
(GBP)
31 December 2024
Audited
(GBP)
Pieter Krügel
196,613
144,000
Paul Venter
27,000
22,500
Celia Li (appointed on 11 July 2025)
21,603
-
The remuneration shown in the table above comprises total cost-to-company salaries and Directors’ fees earned in
accordance with Director contracts approved by the Board prior to appointment. The amounts per the table above
represent the totality of gross remuneration earned by each Director. Other benefits disclosed in note 6 relates to
payment for leave not yet taken at the end of the leave cycle. Leave is not carried forward to the next leave cycle.
The following share options were awarded to directors, management and staff during the period following a
recommendation from the Remuneration Committee and shareholder approval at the Company’s General Meeting on
8 July 2025.
Name
Number of
Share Options
awarded
Date of
Grant
*1
st
Vesting
Date
**2
nd
Vesting
Date
***3
rd
Vesting
Date
Expiry
Date
Pieter Krügel
10,899,645
11 July 2025
11 Jan.
2026
11 July
2026
11 January
2027
10 January
2033
Paul Venter
1,089,965
11 July 2025
11 January
2026
11 July
2026
11 January
2027
10 January
2033
Ivan Wentzel****
1,089,965
11 July 2025
11 January
2026
11 July
2026
11 January
2027
10 January
2033
Tanya Zwemstra
1,089,965
11 July 2025
11 January
2026
11 July
2026
11 January
2027
10 January
2033
Noel O’Keeffe
544,982
11 July 2025
11 January
2026
11 July
2026
11 January
2027
10 January
2033
*25% of share options awarded vest on 1
st
Vesting Date
**25% of share options awarded vest on 2
nd
Vesting Date
*** 50% of shares options awarded vest on 3
rd
Vesting Date
**** Ivan resigned after year-end and the options from the 2
nd
vesting date onward will not vest.
Save for share options itemised above no other shares were awarded as part of remuneration.
Following a review of the CEO salary in June 2025 the Remuneration Committee recommended that the CEO’s salary
be increased to £216,000 per annum contingent on completion of the equity fund raise (completed on 11 July 2025).
Following completion of these specific performance milestones, the Board approved the recommendation of the
Remuneration Committee on CEO salary increase. The Remuneration Committees recommendation on performance
related salary increase for the CEO and the share option awards were based on comparisons and alignment with CEO
pay and other industry standard executive remuneration incentives of peer small-cap energy sector companies.
The Company does not have a pension plan and, consequently, no pension contributions form part of Director’s pay
during the period. The Company has not employed any external remuneration consultants to advise on remuneration
during the period.
Paul Venter, a director and the Company’s non-executive chairman has a beneficial interest in 1,958,929 Quantum
shares held through PSCD Power 1 Ltd.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
REMUNERATION REPORT
24
The Remuneration, Nominations & Governance Committee (the “RNGC”) reviewed director remuneration, and the
table below summarises director salaries over the last five years and compares with average pay levels for similar
roles within UK –listed energy companies of comparable size, stage of development and financial performance.
Year
Role
Quantum Actual
£
*UK peer average
£
Position vs peers
2021
CEO
115,262
~190,000
Below market
NEDs (total)
56,201
~90,000
Below market
2022
CEO
161,075
~200,000
Below market
NEDs (total)
72,000
~95,000
Below market
2023
CEO
157,844
~210,000
Below market
NEDs (total)
108,000
~100,000
Slightly above
2024
CEO
157,844
~220,000
Below market
NEDs (total)
63,600
~105,000
Below market
2025
CEO
196,613
~230,000
Below market
NEDs (total)
48,603
~110,000
Below market
* Based on UK remuneration surveys for small-cap energy & infrastructure companies.
Over the five-year period shown, the Company operated as an early-stage, loss-making developer with limited
revenue and a single operational asset. Against this backdrop, the RNGC notes that CEO remuneration has consistently
remained below UK small-cap energy sector averages, reflecting a deliberate policy of cost discipline and alignment
with shareholder interests.
Non-executive director fees have similarly been maintained at or below peer levels, with the exception of 2023, which
reflected an expanded board structure and heightened governance workload during a period of operational and
financing complexity.
The RNGC considers that the level and structure of remuneration during the period was appropriate, proportionate
and competitive, and continues to support the recruitment and retention of directors with the requisite skills while
maintaining strong cost control. In recognition of the fact that CEO remuneration was significant below peer averages
for the period 2021-2024, the RM considers the share options and salary increase awarded to the CEO during 2025
are appropriate.
A detailed remuneration plan for directors, management and staff is in the process of being developed for the
Company. As the Company and the Group grows, the Board is committed to putting such a remuneration plan in place
commensurate with business development and the share option awards to directors and management and
performance related salary increase to the CEO during 2025 represents the first steps in implementation of such a
plan. The components of such a plan may comprise, inter alia, payments linked to agreed key performance indicators,
a performance incentive plan based on agreed project milestones, a share option plan, share payments, health
insurance contributions and pension contributions.
Remuneration Policy
Overview of Remuneration Policy
The Company’s policy for the remuneration of the Company’s Directors is that it should be structured to attract and
retain executives of a high calibre with the skills and experience necessary to successfully grow the Company. The
objective of the policy is to help deliver long-term value for shareholders by enabling the efficient and effective
delivery of the Company’s strategy as outlined in the Strategic Report.
When determining levels of remuneration, the Company will review the remuneration practices adopted by peer
companies both in the market generally and in the same business sector as the Company.
The Company intends that a significant portion of the remuneration package of senior executives will be linked to
performance while maintaining an appropriate balance between fixed and variable pay, short-term and long-term
variable pay, and rewards in cash and shares. While this remuneration structure is not yet implemented, the Company
is working towards it as part of its strategy to retain and attract skilled executives and management. The Company,
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
REMUNERATION REPORT
25
by considering recommendations from the RNGC, will regularly review the Company’s remuneration policies to
ensure that these policies do not encourage and reward inappropriate risk-taking that may not be in the best interests
of shareholders. It will also ensure that its remuneration policy aligns with the Company’s corporate and financial
governance policies as well as all regulatory and listing regulations. As the Company’s Board grows, it will establish a
separate standalone Remuneration Committee to exclusively deal with remuneration policy matters.
The Company will strive to align its remuneration policy to the principles below, which are taken from the 2023 QCA
Corporate Governance Code:
Clarity – remuneration arrangements should be transparent and promote effective engagement with shareholders
and the workforce.
Simplicity – remuneration structures will avoid complexity, and their rationale and operation should be familiar to
all stakeholders and be easy to understand.
Risk – remuneration arrangements should ensure reputational and other risks from excessive rewards and
behavioural risks that can arise from target-based incentive plans are identified and mitigated.
Predictability – the range of possible values of rewards to individual directors and any other limits or discretions
should be identified and explained at the time of approving the policy.
Proportionality – the link between individual awards, the delivery of strategy and the long-term performance of the
Company should be clear. Outcomes should not reward poor performance.
Alignment to culture – incentive schemes should drive behaviours consistent with Company purpose, and in
consistency with the Group’s purpose, values and strategy.
The Company will develop a detailed remuneration policy on the above principles in alignment with business growth
and expansion of its staff numbers above the current low levels. This policy will provide a framework and baseline
for future remuneration reports.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CORPORATE GOVERNANCE REPORT
26
Our Group is dedicated to upholding a high standard of corporate governance. As Chairman, it remains my
responsibility, working with my fellow Board members, to ensure that good standards of corporate governance are
encompassed throughout the Group. As a Board, we set clear expectations regarding our culture, values and
behaviours. We firmly believe that by encouraging the right way of thinking and behaving across all our people, our
corporate governance culture is reinforced, enabling us to conduct business sustainably, responsibly and deliver value
for our shareholders.
It is the Board’s role to ensure that the Group is managed for the long-term benefit of all shareholders, with effective
and efficient decision-making. Corporate governance is an important part of that role, reducing risk and adding value
to our business.
The Group has adopted the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’) 2023 edition, as
the appropriate corporate governance framework for a company at its level of development. This statement sets out
how the Group complies with, and, where relevant, departs from the 10 principles of the QCA Code:
1. Principle 1: Establish a purpose, strategy and business model that promotes long-term value for
shareholders
QDE’s primary focus is on advancing and developing its UK reserve power projects. Accordingly, the majority of
QDE’s resources will be used to fund the continued development of the Company’s projects.
The Board sets the Company’s strategy and monitors its implementation through management and financial
performance reviews. It also works to ensure that adequate resources are available to implement strategy in a
timely manner. The Group has set out a strategy and business model to promote long-term value for shareholders
and will update all shareholders on this in the annual reports for each year.
The Board meet on a regular basis to discuss the strategic direction of the Group and any significant deviation or
change will be highlighted promptly should this occur.
The Strategic Report of the Group can be found on pages 7 to 22.
2. Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Group operates a corporate culture that is based on ethical values and behaviours. It will maintain a quality
system appropriate to the standards required for a Group of its size. The Board communicates regularly with staff
through meetings and messages. The Board sets the tone from the top and monitors the Group’s culture through
regular management reporting and direct engagement with the CEO. Where behaviours are observed that deviate
from the Group’s ethical standards, the Board expects these to be raised and addressed promptly. The Group has
a whistleblowing policy in place, and the Board receives reports under this policy as appropriate. As the Group
grows, the Board will keep its approach to culture monitoring and assessment under review.
The Group also has a Corporate Social Responsibility Policy, details of which can be found in the Directors’ report
on page 31.
3. Principle 3: Seek to understand and meet shareholder needs and expectations
The Group is committed to listening to, and communicating openly with, its shareholders to ensure that its
strategy, business model and performance are clearly understood. The Group regards the annual general meeting
as a good opportunity to communicate directly with shareholders via an open question-and-answer session. The
Board, led by the CEO, are also responsible for understanding and meeting shareholder needs and expectations.
In addition, the Group’s progress on achieving its key targets is regularly communicated to investors via
presentations and through its announcements to the market, which can be accessed at www.quantumdata.energy.
The Group also utilises professional advisers such as the Solicitors, Brokers and the Company Secretary, to
provide advice and recommendations on shareholder communication.
Contact details are provided on the Company’s website and within public documents should shareholders wish
to communicate with the Company.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CORPORATE GOVERNANCE REPORT
27
4. Principle 4: Consider wider stakeholder interests, including social and environmental responsibilities
and their implications for long-term success
The Board recognise their responsibilities to stakeholders, including staff, suppliers and customers and those
within the community it operates in. The Board, led by the CEO is also responsible for fostering and improving
open communication and contact with relevant stakeholders of the Group.
5. Principle 5: Embed effective risk management, internal controls and assurance activities, considering
both opportunities and threats, throughout the organisation
The Board regularly reviews the risks facing the business and the internal controls that are in place to address
risks. In order to support its duties and responsibilities, the Board implements control procedures that assess and
manage risk and ensure robust financial and operational management within the Group. The principal risks that
the Group is exposed to can be classified under the general headings of funding risk, regulatory risk, commodity
risk, competition risk and development, and construction risk. A more detail analysis of the principal risks can be
found on pages 10 to 12 within the Company’s annual report.
Although there is no specific committee tasked with identifying, analysing and reporting on risk during the
financial period, it is nevertheless part of the everyday function of the Directors and is managed at Board level.
Accepting that no systems of control can provide absolute assurance against material misstatement or loss, the
Directors believe that the established systems for internal control within the Group are appropriate to the
business.
6. Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the Chairman
The Board acknowledge their responsibility for, and recognises the importance of, implementing and maintaining,
high standards of corporate governance. The Board is responsible for establishing and maintaining the system of
internal controls. The Group subscribes to the values of good corporate governance at all levels and is committed
to conduct business with discipline, integrity and social responsibility.
The Board currently comprises the Chief Executive Officer of the Group and two non-Executive directors. One of
these is also Chairman and the other acts as an Independent Non-Executive Director. Short biographies of the
Directors can be found within the Directors’ Report on pages 31 to 35. The Corporate Governance Report includes
details of the Committees and the number of meetings held during the year, detailing the attendance record of
each Director. The Directors believe that the assigned roles of board members align with the recommendations
of the QCA Code. In line with the 2023 QCA Code, a third of the Directors submit themselves for election or re-
election on an annual basis at the Company’s Annual General Meeting. The Board has assessed the independence
of each non-executive director and is satisfied that Celia Li remains independent in character and judgement. The
Board is mindful of the factors that may impair independence as set out in the 2023 QCA Code and will keep this
assessment under annual review.
The Board is of the view that the Chairman and each of the Directors who held office during 2025 committed
sufficient time to fulfilling their duties as members of the Board.
7. Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the
Directors have the necessary up-to-date experience, skills and capabilities
The Board has a diverse range of skills, experience and personal qualities that help deliver the strategy of the
Group. The Group will ensure that, between them, the Directors have the necessary up-to-date experience, skills
and capabilities to deliver the Group’s strategy and targets. Each Director’s biographical details, along with a
description of their role and experience, can be found within the Directors’ Report on pages 31 to 35.
8. Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement
The Board acknowledges that the 2023 QCA Code expects annual board performance reviews. Given the Group’s
current size and early stage of development, a formal board effectiveness review was not conducted during 2025.
The Board intends to introduce an annual internal review process during 2026, encompassing the performance
of the Chair, individual directors, and the operation of board committees. Succession planning, including
contingency arrangements for the absence of key personnel, will form part of this process.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CORPORATE GOVERNANCE REPORT
28
9. Principle 9: Establish and maintain a remuneration policy which is supportive of long-term value creation
and the Company’s purpose, strategy and culture
The Board, through the Remuneration, Nominations & Governance Committee (‘RNGC’), has established a
remuneration policy intended to support long-term value creation and align with the Company’s purpose,
strategy and culture. Full details of the remuneration policy and its application during 2025 are set out in the
Remuneration Report on pages 23 to 25.
The Board and Committees, along with the matters reserved for each, are explained within point 10 below.
Further information can also be found on the Company’s website at www.quantumdata.energy.
10. Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue
with shareholders and other key stakeholders
The Group already publishes historical annual reports, notices of meetings and other publications on the
Company’s website, http://www.quantumdata.energy. The Board has not published Audit Committee or
Remuneration Committee reports in the Company’s latest annual report and accounts. The Board feels that this
is appropriate given the size and stage of development of the Company.
Once a general meeting of the Group has concluded, the results of the meeting are released through a regulatory
news service, and a copy of the announcement is posted on the Company’s website at
http://www.quantumdata.energy. If it becomes relevant, an explanation of actions where a significant proportion
of votes (e.g., 20% of independent votes) is cast against a resolution, will be provided.
Role of Directors
All Board members ensure that appropriate governance procedures are adhered to and there is a clear division of
responsibilities at Board level to ensure a balance of power and authority so that no one individual has unfettered
powers of decision-making.
Board and Audit Committee meetings have been taking place periodically and the Executive Director manages the
daily Company operations with Board meetings taking place on a regular basis throughout the financial period. During
the current reporting period, the Board met 10 (ten) times (2024: 15 (fifteen) times) and provided pertinent
information to the Executive Committee of the Company.
The Board is responsible for effective control over the affairs of the Company, including strategic and policy decision-
making, financial control, risk management, communication with stakeholders, internal controls and the asset
management process.
Climate change remains a standing item on the Board agenda, with quarterly reviews of progress against climate-
related objectives embedded within the Company’s broader sustainability strategy. At the end of 2025, the Board
reviewed and approved the interim emissions figures related to Scope 1, 2 and 3 of the Streamlined Energy & Carbon
Reporting (SECR) data. The Board also ensures that climate considerations are integrated into capital allocation
decisions, with a revised investment appraisal framework now incorporating internal carbon pricing.
The Board regularly ensures that Management is regularly briefed on the importance of climate change and the
financial implications of the Company’s investments in terms of decarbonisation. Management is enabled to
implement the Company’s climate strategy and drive progress against our emissions reduction roadmap.
The Risk, Audit & FPPP Committee were tasked with, amongst other things, identifying, analysing and reporting on
risk during the financial period.
Directors are entitled, in consultation with the Chairman, to seek independent professional advice about the affairs of
the Company, at the Company’s expense.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CORPORATE GOVERNANCE REPORT
29
The Risk, Audit & Financial Position & Prospects Procedures (‘RAFPPP’) Committee
The RAFPPP Committee comprises Paul Venter (Chairman) and Celia Li. Celia Li was appointed to the RAFPPP on 27
August 2025 and Pieter Krügel stepped down.
The RAFPPP Committee has set out its roles and responsibilities within its charter to ensure that it is aligned to
good financial governance principles. These include:
• The establishment of an Audit and Risk Committee to guide the audit approach, as well as its modus
operandi and the rules that govern the audit relationship;
• Assess the processes relating to, and the results emanating from, the Group’s risk and control environment;
• Monitor the integrity of the Group’s integrated reporting and all factors and risks that may impact on
reporting;
• Annually review the expertise, appropriateness and experience of the finance function;
• Annually nominate the external auditors for appointment by the shareholders;
• Review developments in governance and best practice;
• Foster and improve open communication and contact with relevant stakeholders of the Group; and
• Assess the external auditor’s independence and determine their remuneration.
The RAFPPP Committee further sets the principles for recommending the external auditors for non-audit services
use.
The RAFPPP Committee met twice (2) during the current year (2024: twice (2)) to approve the Interim and Annual
Report and recommend approval to the Board.
The Remuneration, Nominations & Governance Committee (the ‘RNGC’)
The members of the RNGC comprised Celia Li (Chairman) and Paul Venter. Celia Li was appointed to the RNGC on 27
August 2025 and Pieter Krügel stepped down.
Remuneration: With respect to Remuneration, the purpose of the RNGC is to discharge the responsibilities of the Board
relating to all compensation, including equity compensation of the Company’s Executives. The Remuneration
Committee establishes and administers the Company’s executive remuneration with the broad objective of aligning
executive remuneration with Company performance and shareholder interests, setting remuneration standards
aimed at attracting, retaining and motivating the executive team, linking individual pay with operational and Company
performance in relation to strategic objectives, and evaluating compensation of executives including approval of
salary, equity and incentive-based awards.
The committee is empowered by the Board to set short-, medium- and long-term remuneration for the Executive
Directors. More generally, the committee is responsible for the assessment and approval of a Board remuneration
strategy for the Group.
The RNGC manages remuneration risk by ensuring that any awards and the terms of service and employment
contracts entered are proportionate to the resources and current early stage of development of the Group while
simultaneously providing sufficient incentive to Directors, management and staff to rapidly grow the enterprise in
accordance with the Board’s corporate strategy. The RNGC will develop a comprehensive remuneration plan that,
following approval by the Board, will serve as a guide for performance measurement, employment terms and
compensation structure in line with business development.
Nominations: With respect to Nominations the RNGC is responsible for considering and making recommendations to
the Board in respect of appointments to the Board. It is also responsible for keeping the structure, size and
composition of the Board under regular review, and for making recommendations to the Board regarding any changes
necessary, as well as succession planning, considering the skills and expertise that will be needed on the Board in the
future.
Governance: With respect to Governance, the principal tasks of the RNGC is to review the Company’s ongoing
compliance with the QCA Code and to make recommendations to the Board where it judges that there is a requirement
to update, replace or expand corporate governance policies and procedures in line with current activities.
The Remuneration, Nominations and Governance Committee met once (1) during the period (2024: once (1)).
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CORPORATE GOVERNANCE REPORT
30
Directors’ Meetings
The Company held the following Board and Committee meetings during the reporting period, of which the number of
meetings attended by each of the Directors of the Company during the period to 31 December 2025 were:
Name
PLC Board
(10 Meetings held)
Risk Audit & FPPP
Committee
(2 Meetings held)
Remuneration,
Nominations &
Governance Committee
(1 Meeting held)
Pieter Krügel
10
1
1
Paul Venter
10
2
1
Celia Li (appointed to board on 11
July 2025)
3
1
0
This report was approved by the Board on 4 August 2026 and signed on its behalf by:
Paul Venter
Non-Executive Chairman
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
DIRECTORS’ REPORT
31
The Board of Directors (the ‘Directors’ or the ‘Board’) present their Annual Report together with the Audited Financial
Statements (‘AFS’) for the year ended 31 December 2025 of Quantum Data Energy PLC (‘Quantum”’ or the ‘Company’)
and its subsidiaries (collectively, 'the Group’).
The Board comprises a Non-Executive Chairman, a Chief Executive Officer and an independent non-executive director.
As the Group evolves, the Board will be reviewed and expanded to ensure appropriate expertise is always in place to
support its business activities.
The Board is responsible for formulating, reviewing and approving the Group's strategy, budgets, major items of
capital expenditure and acquisitions. An agenda and all supporting documentation are circulated to Directors before
each board meeting. Open and timely access to all information is provided to all Directors to enable them to bring
independent judgement on issues affecting the Company and facilitate them in discharging their duties.
At the date of this report, the Board of Directors comprised:
Paul Venter – Non-Executive Chairman
Pieter Krügel – Chief Executive Officer
Celia Li –Independent Non-Executive Director
Paul Venter, B.Comm, HBA, MDP, Age 73 – Director & Chairman (Non-Executive)
Paul brings over 35 years of experience in the mining and power-generation industries. He has led major international
projects, including the development of large-scale integrated mine and power plant operations in Mongolia and
Mozambique. Paul is a former CEO of Quantum Data Energy and Ncondezi Energy (AIM: NCCL). Paul has also served
as Vice President of Energy Operations at Prophecy Coal Corp. Earlier in his career, he was a certified financial
accountant in South Africa. He holds an MDP in Mining from the University of South Africa and an honours degree in
Business Administration from Potchefstroom University.
Pieter Krügel, ACA, BFP, CA (SA), Age 41 – Chief Executive Officer
Pieter Krügel previously worked as the Group Chief Financial Officer of the Kibo Group, where he has leveraged his
experience in capital raising, corporate restructuring, economic analysis, IFRS reporting and strategic planning to
contribute to the growth of the Group. Prior to this, he held senior financial and executive roles over the course of 15
years, with specific reference to the energy and resources industries. He is a qualified chartered accountant and a
member of the Institute of Chartered Accountants in England and Wales (ICAEW). Pieter has been intimately involved
in the QDE business since the Group’s initial acquisition of QDE in 2018 as well as its involvements in the reserve
power market. He was also part of the core team that led to the successful IPO of the Company in 2021.
Celia Li , MA International Journalism, Age 49 – Independent Non-Executive Director
Celia Li is an international media and technology executive, as well as a TV presenter for Phoenix Satellite Television,
the world’s largest independent Chinese broadcaster. In 2004, she founded and led Phoenix TV’s London news
division, building and managing a dynamic team covering global affairs. Over the years, she has developed strong
relationships with corporations and investors across Asia, Europe, and North America. Alongside her media career,
Celia has served as a board and non-executive director for several companies, contributing valuable strategic insight
and cross-border expertise.
Review of Business Developments
As noted in the Chairman’s Report, the Group continued to pursue its business strategy as a flexible power developer
in the UK market, with further site acquisitions having been concluded and continuous development of the existing
sites progressing well during the period. Additionally, the Company has expanded its strategy to Include AI datacentre
and holiday park power supply development framework agreements with third parties.
Results
The performance for the year ended 31 December 2025 resulted in a loss of £1,518,682 (year ended 31 December
2024: loss of £1,097,433).
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
DIRECTORS’ REPORT
32
Events after reporting period
As at the date of this report, no significant post-statement of financial position events or conditions were identified
that required adjustment to the financial results. Refer to Note 26 for non-adjusting events.
Directors’ Interests
Paul Venter, a non-executive director holds 1,958,929 shares in the Company at the 31 December 2025 and at the
date of these financial statements.
Other than this shareholding by Paul Venter and the share options issued to the directors Paul Venter and Pieter
Krügel in 2025 as shown on the table on page 23, the Directors hold no other interest in the Company.
Significant Shareholdings
Insofar as the Company has been informed no shareholders own 3% or more beneficial interest, either direct or
indirect, in the issued share capital of the Company on 31 December 2025 and on the date of these financial
statements.
Percentage of Issued Share Capital
Shareholder
15 July 2025
31 December 2025
31 December 2024
RiverFort Global Opportunities
PCC Ltd
-
-
19.52%
Subsidiary Undertakings
Details of the Company’s subsidiary undertakings are set out in Note 22 to the financial statements.
Political and Charitable Donations
During the period, the Group made no charitable or political contributions (2024: £ nil).
Going Concern
The financial results have been prepared on the going concern basis that contemplates the continuity of normal
business activities, the realisation of assets and the settlement of liabilities in the normal course of business.
In performing the going concern assessment, the Board considered various factors, including the availability of cash
and cash equivalents, data relating to working capital requirements for the foreseeable future, cashflows from
operational activities, available information about the future, the possible outcomes of planned events, changes in
future conditions, geopolitical events (e.g. escalation of the Israel-Iran conflict), and the responses to such events and
conditions that would be available to the Board. Refer to note 27 for further details on each of the above.
Although there is no guarantee, the Directors have a reasonable expectation that the Group will be able to raise further
financing to support its ongoing development and commercialisation activities and continue in operational existence
for the next 12 months, from date of sign off of these financial statements. The directors have concluded that the
combination of these circumstances represents a material uncertainty that casts significant doubt upon the Group’s
ability to continue as a going concern and that, therefore, the Group may be unable to realise its assets and discharge
its liabilities in the normal course of business. As the Board is confident it would be able to successfully implement
the responses set out in note 27, it has adopted the going concern basis of accounting in preparing the consolidated
financial statements.
Dividends
There have been no dividends declared or paid during the current financial period (2024: £Nil).
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
DIRECTORS’ REPORT
33
Corporate Governance Policy
The Board is aware of the importance to conform to its statutory responsibilities and industry good practice in relation
to corporate governance of the Group and, as a result, has adopted the Quoted Companies Alliance Corporate
Governance Code (the ‘QCA Code’).
The Company’s statement of compliance against the QCA code is set out on page 26.
Internal Audit
The Group does not have an internal audit function. Currently, the operations of the Group do not warrant an internal
audit function, however, the Board is assessing the need to establish an internal audit department in consideration of
future prospects as the Group’s operations increase. During the period under review, the Board has taken
responsibility to ensure effective governance, risk management and that the internal control environment is
maintained.
Health, Safety and Environmental Policy
The Group is committed to high standards of Health, Safety and Environmental performance across the business. The
goal is to protect people, minimise harm to the environment, integrate biodiversity considerations and reduce
disruption to neighbouring communities. The Group seeks to achieve continuous improvement in its Health, Safety
and Environmental performance.
Corporate Social Responsibility Policy
The Group’s policy is to conduct all business operations to best industry standards and to behave in a socially
responsible manner. The goal is to behave ethically and with integrity and to respect cultural, national and religious
diversity.
Governance of Information Technology (IT)
The Board is responsible for IT governance as an integral part of the Group’s governance. The IT function is not
expected to significantly change in the foreseeable future. The Board has the required policies and procedures in place
to ensure governance of IT is adhered to.
Integrated and Sustainability Reporting and Environmental responsibility
Integrated Reporting is defined as a “holistic and integrated representation of the Group’s performance in terms of
both its finances and its sustainability”. The Group currently does not have a separate integrated report. The Board
and its sub-committees are in the process of assessing the principles and practices of integrated reporting and
sustainability reporting to ensure that adequate information about the operations of the Group, the sustainability
issues pertinent to its business, the financial results and the results of its operations and cashflows are disclosed in a
single report.
The Company recognises that its activities require it to have regard to the potential impact that it, its subsidiaries and
partners may have on the environment. Where energy development projects are undertaken, care is taken to limit the
amount of disturbance and where any remediation works are required, they are carried out as and when required.
Once commercial production is undertaken, the Group ensures adequate provisions or rehabilitation, and
decommissioning is made in accordance with the relevant laws and regulations.
Refer to page 14 in the Strategic report for detailed disclosure per the TCFD requirements.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
DIRECTORS’ REPORT
34
Statement of Directors’ Responsibility
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements
in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the
Directors have elected to prepare the financial statements in accordance with UK adopted international accounting
standards in conformity with the requirements of the Companies Act 2006 and international financial reporting
standards as adopted by the United Kingdom.
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 apply them consistently;
• Make judgments and accounting estimates that are reasonable and prudent;
• State whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
• 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company as
well as 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 hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
They are further responsible for ensuring that the Strategic Report and the Directors’ Report and other information
included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United
Kingdom.
The maintenance and integrity of the Quantum Data Energy PLC website is the responsibility of the Directors. The
work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors
accept no responsibility for any changes that may have occurred in the accounts since they were initially presented
on the website.
Legislation in the United Kingdom that governs the preparation and dissemination of the accounts and the other
information included in annual reports may differ from legislation in other jurisdictions.
The Board
The Board is responsible for the supervision and control of the Group and is accountable to the shareholders. The
Board has reserved decision-making on a variety of matters, including determining strategy for the Group, reviewing
and monitoring executive management performance and monitoring risks and controls.
The Board has three Directors, comprising an executive director and two non-executive directors. The non-executive
Chairman is one of the independent non-executive directors. The Board met formally on 10 occasions during the year
ended 31 December 2025. An agenda and supporting documentation were circulated in advance of each meeting. All
the Directors bring independent judgement to bear on issues affecting the Group and all have full and timely access
to information necessary to enable them to discharge their duties. The Directors have a wide and varying array of
experience in the industry.
Auditors
Parker Russell UK LLP were appointed as the Company’s auditors on 2 June 2026, following the resignation of Crowe
U.K. LLP, and have indicated their willingness to continue in office.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
DIRECTORS’ REPORT
35
Annual General Meeting
Notice of the forthcoming reconvened Annual General Meeting of the Company, together with resolutions relating to
the Company’s ordinary and special business, will be given to the members separately.
Provision of information to the auditor
Each of the persons who are Directors at the time when this Directors’ Report is approved has confirmed that:
• So far as that Director is aware, there is no relevant audit information of which the Company’s auditor is
unaware, and
• That Director has taken all the steps that ought to have been taken as a director in order to be aware of any
information needed by the Company’s auditors in connection with preparing their report and to establish
that the Company’s auditor is aware of that information.
This report was approved by the Board on 4 August 2026 and signed on its behalf by:
On behalf of the Board
Parker Russell UK LLP's INDEPENDENT AUDITOR’S REPORT to the
members of Quantum Data Energy PLC
36
Opinion
We have audited the financial statements of Quantum Data Energy PLC (the "Company") and its subsidiaries (together the
“Group”) for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income,
the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated
Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows,
the Company Statement of Cash Flows, and the related notes to the financial statements, including material accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted
international accounting standards (“IAS”).
In our opinion, the financial statements:
• give a true and fair view of the state of the Group and Company's affairs as at 31 December 2025 and of the Group’s
loss for the year then ended;
• have been properly prepared in accordance with IAS; 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 Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 27 in the financial statements, which sets out the Directors’ assessment that the Group remains
reliant on future fund-raising activity to support its ongoing development and commercialisation activities. Although the
Directors have a reasonable expectation that the Group will be able to raise further financing, there is no guarantee, which
indicates that material uncertainty exists that may cast significant doubt on the Company and Group’s ability to continue
as a going concern. Our opinion is not modified in respect of this matter.
We have highlighted going concern as a key audit matter. In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Group and the Company’s ability to continue to adopt the going concern
basis of accounting included:
• obtaining an understanding of directors' going concern assessment and working capital management process;
• reviews of directors' cash flow forecasts for at least twelve months from the date of accounts approval;
• Testing the integrity of the cash flow model;
• challenge to assumptions that directors made, having assessed the historical accuracy of assumptions made in the
forecasts prepared by management to the actuals;
• obtaining supporting evidence for the funding options available to the Group, including draw-down of existing facilities
and new equity raises;
• perform sensitivity analysis over the key assumptions in the forecasts; and
• assessing the appropriateness of the disclosure in the financial statements relating to the going concern position of the
group, including consideration of the material uncertainty identified.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Parker Russell UK LLP's INDEPENDENT AUDITOR’S REPORT to the
members of Quantum Data Energy PLC
37
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect of
significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal
controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the
financial statements as a whole, considering the structure of the Group, the accounting processes and controls, and the
industry in which they operate.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement we
identified (whether or not due to fraud), including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. The use of the Going Concern basis of accounting was assessed as a key audit matter
and has already been covered in an earlier section of this report. The other key audit matters identified are described below.
Key audit matter
How our audit addressed this matter
Carrying value of development WIP (Group) and project investments (Company)
The Group continues to invest in a portfolio of operational,
construction-stage and development-stage energy projects
and recently acquired development sites.
The carrying values of these assets depend upon future
project viability, planning approvals, grid connectivity,
availability of finance, and expected future cash flows.
There is a risk that assets may be overstated or that
indicators of impairment may not be appropriately
identified. We therefore concluded that the carrying value
of development WIP and project investments is a key audit
matter.
• Review management’s impairment assessment;
• Assess indicators of impairment and impairment reversal;
• Inspect planning approvals, grid connection agreements
and project funding arrangements;
• Verify costs capitalised during the year;
• Evaluate supporting evidence for forecast future
economic benefits; and
• Assessing the adequacy of disclosures related to
impairment tests performed.
Accounting for equity fundraising
During 2025 the Group completed a substantial equity
fundraising involving prepaid warrants and ordinary
warrants. The transactions involve complex accounting
considerations including classification between equity and
financial liabilities, measurement of fair values and
associated disclosures.
There is a risk that the accounting treatment may not
comply with applicable financial reporting requirements,
and we have determined that this is a key audit matter.
• Inspect prospectuses and subscription agreements;
• Review legal documentation supporting the transactions;
• Verify the number of warrants issued, exercised, and
lapsed in the year;
• Assess management's accounting treatment against
applicable standards; and
• Verify completeness and accuracy of related disclosures.
Parker Russell UK LLP's INDEPENDENT AUDITOR’S REPORT
to the members of Quantum Data Energy PLC
38
Key audit matter
How our audit addressed this matter
Valuation and accounting for share-based payments
The Group granted substantial share option awards to
directors and senior management during the year. The
Group also issued warrants as settlement for services
received during the year. The valuation of share-based
payments requires significant judgement regarding
expected volatility, option life, risk-free interest rates and
vesting assumptions.
Consequently, there is a risk of material misstatement in
both the valuation of share-based payment reserves and
associated expenses and we have deemed this to be a key
audit matter.
• Obtaining share option and warrant agreements;
• Evaluation of the classification, grant dates, vesting and
service conditions and periods over which the awards
should be recognised under IFRS 2;
• Recalculation of the fair values using the applicable
valuation methodology and tested the mathematical
accuracy of the models;
• Reconciliation of awards granted, exercised, lapsed and
outstanding to the accounting charge, equity reserve and
share-capital records; and
• Assessment of the adequacy of the related accounting
policy, estimation uncertainty, directors' remuneration
and share-based payment disclosures.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions could influence
the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below
these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial
statements as a whole.
We consider total assets to be the most significant determinant of the Group’s financial performance used by the users of
the financial statements. We have based materiality on 1% of reported gross assets for the Group. Overall materiality for
the Group was therefore set at £49,000; and £22,000 for the Company.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party
transactions and directors’ remuneration.
We agreed with the Risk, Audit and Financial Position & Prospects Procedures Committee to report to it all identified errors
in excess of £2,450. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was
required on qualitative grounds.
Other information
The other information comprises the information included in the annual report, other than the financial statements and
our auditor's report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to
be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Parker Russell UK LLP's INDEPENDENT AUDITOR’S REPORT to the
members of Quantum Data Energy PLC
39
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 strategic report and the directors' report for the financial year for which the financial
statements are prepared is consistent with the financial statements;
• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements;
and
• the part of the directors' remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
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 material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from
branches not visited by us;
• the financial statements and the part of the directors' remuneration report to be audited are not in agreement with
the accounting records and returns;
• 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, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group and 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 Company or to cease operations, or have no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Group and Company’s financial reporting process.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and the sector in which it operates, we identified the laws and regulations with
a direct effect on material amounts and disclosures in the financial statements as including the Companies Act 2006, IAS
and tax legislation. We also considered other laws and regulations fundamental to the Group's operations, including the
UK Listing Rules, the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation, data-protection
requirements, and laws and regulations relevant to energy generation.
Parker Russell UK LLP's INDEPENDENT AUDITOR’S REPORT
to the members of Quantum Data Energy PLC
40
Our procedures included:
• enquiries of management, the directors and those charged with governance concerning actual and potential litigation,
claims, fraud and non-compliance with laws and regulations;
• inspection of Board and committee minutes, material contracts, legal correspondence, regulatory announcements and
available communications with regulators and professional advisers;
• consideration of the Company's controls and procedures for compliance with laws and regulations, the release of inside
information and the identification of related-party relationships and transactions;
• testing of journal entries and other adjustments, with a focus on unusual entries, entries posted by senior
management, year-end adjustments and transactions outside the normal course of business;
• review of material equity issues, ATM transactions, warrants, share-based payments, directors' remuneration, related-
party transactions and other unusual or complex transactions for evidence of management bias or override;
• procedures over material development arrangements and receivables, including inspection of underlying contractual,
settlement and post-year-end evidence; and
• assessment of whether the financial statements and other information appropriately disclosed matters relating to the
Company's regulatory status, capital raising, energy-generation activities, related parties, subsequent events and going
concern.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as
we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities
occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
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.
Other matter
The financial statements of the Company for the year ended 31 December 2024 were audited by another auditor who
expressed an unqualified opinion on those financial statements on 29 April 2025.
Other matters that we are required to address
We were appointed by the Risk, Audit and Financial Position & Prospects Procedures Committee on 2 June 2026 to audit
the financial statements for the year ended 31 December 2025, and this is the first year of our engagement as auditors for
the Group.
We confirm that we are independent of the Company and have not provided any prohibited non-audit services, as defined
by the Ethical Standard issued by the Financial Reporting Council. Our audit report is consistent with our additional report
to the Risk, Audit and Financial Position & Prospects Procedures Committee explaining the results of our audit.
Parker Russell UK LLP's INDEPENDENT AUDITOR’S REPORT
to the members of Quantum Data Energy PLC
41
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are
required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit
work, for this report, or for the opinion we have formed.
(Senior Statutory Auditor)
for and on behalf of Parker Russell UK LLP
Statutory Auditor
4 August 2026
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
42
Group
Year ended | Year ended | ||
31 December | 31 December | ||
2025 | 2024 | ||
Audited | Audited | ||
Note | £ | £ | |
Revenue | 2 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | 4 | ( | ( |
Listing and other corporate fees | 4 | ( | ( |
Project expenditure | ( | ( | |
Share in loss of associate | ( | ||
Operating loss | ( | ( | |
Derecognition of subsidiary on loss of control | 13 | ( | |
Finance costs | ( | ( | |
Finance income | |||
Other income | 3 | ||
Loss before tax | 4 | ( | ( |
Taxation | 7 | ||
Loss for the period | ( | ( | |
Total comprehensive loss for the period | ( | ( | |
Loss for the period | ( | ( | |
Attributable to the owners of the parent | ( | ( | |
Attributable to the non-controlling interest | |||
Total comprehensive loss for the period | ( | ( | |
Attributable to the owners of the parent | ( | ( | |
Attributable to the non-controlling interest | |||
Loss Per Share | |||
Basic loss per share (pence) | 9 | ( | ( |
Diluted loss per share (pence) | 9 | ( | ( |
All activities derive from continuing operations.
The accompanying notes on pages 49-81 form an integral part of these financial statements.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
43
Group
31 December | 31 December | ||
2025 | 2024 | ||
Audited | Audited | ||
Assets | Note | £ | £ |
Non-current assets | |||
Property, plant and equipment | 10 | ||
Intangible assets | 11 | ||
Investment in associate | 12 | ||
Total non-current assets | |||
Current assets | |||
Trade and other receivables | 14 | ||
Cash and cash equivalents | 15 | ||
Inventory | 16 | ||
Total current assets | |||
Total assets | |||
Equity and liabilities | |||
Equity | |||
Called up share capital | 17 | ||
Share premium account | 17 | ||
Deferred shares | 17 | ||
Share-based payments reserve | 18 | ||
Unexercised prepaid warrants | 18 | ||
Common control reserve | 18 | ||
Other reserves | 18 | ( | ( |
Retained deficit | ( | ( | |
Total equity | ( | ||
Liabilities | |||
Non-current liabilities | |||
Lease liability | 10 | ||
Other financial liabilities | 21 | ||
Total non-current liabilities | |||
Current liabilities | |||
Lease liability | 10 | ||
Trade and other payables | 20 | ||
Other financial liabilities | 21 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
The accompanying notes on pages 49-81 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 4 August 2026 and signed on its behalf by:
On behalf of the Board:
_____________________________ ________________________
Pieter Krügel Paul Venter
Company registration number: 12886458 (England & Wales)
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
COMPANY STATEMENT OF FINANCIAL POSITION
44
31 December
2025
31 December
2024
Audited
Audited
£
£
Assets
Non-current assets
Property, plant and equipment
-
838
Investments in group undertakings
13 & 22
4,303,801
4,303,801
Total non-current assets
4,303,801
4,304,639
Current assets
Loans to related parties
19
157,634
-
Other receivables
14
32,253
27,622
Cash and cash equivalents
15
1,372,535
43,207
Total current assets
1,562,422
70,829
Total assets
5,866,223
4,375,468
Equity and liabilities
Equity
Called up share capital
17
166,385
426,354
Share premium
17
16,770,655
13,326,277
Unexercised prepaid warrants
18
46,013
-
Deferred shares
17
415,695
-
Share-based payments reserve
18
260,478
400,241
Retained deficit
(12,288,892)
(11,497,255)
Total Equity
5,370,334
2,655,617
Liabilities
Current liabilities
Other financial liabilities
21
-
938,921
Loans from related parties
19
252,175
375,047
Trade and other payables
20
243,714
405,883
Total current liabilities
495,889
1,719,851
Total liabilities
495,889
1,719,851
Total equity and liabilities
5,866,223
4,375,468
Equity includes a loss for the period of the parent Company of £1,191,390 (2024: loss of £783,394).
The accompanying notes on pages 49-81 form integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 4 August 2026 and
signed on its behalf by:
On behalf of the Board:
______________________________ ________________________
Pieter Krügel Paul Venter
Company registration number: 12886458 (England & Wales)
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
45
The notes on pages 49-81 form part of the financial statements.
Share | Share | Deferred | Share | Common | Share-based | Unexercised | Other | Retained | Total | |
Capital | Premium | Shares | Reserve | Control | payments | prepaid | reserves | deficit | ||
Reserve | reserve | warrants | ||||||||
£ | £ | £ | £ | £ | £ | £ | £ | £ | £ | |
Balance at 31 | ( | ( | ( | |||||||
December 2023 | ||||||||||
Total | ( | ( | ||||||||
comprehensive loss | ||||||||||
for the year | ||||||||||
Shares issued | ||||||||||
Derecognition of equity component of directors’ loan | ( | ( | ||||||||
repayable in shares | ||||||||||
Balance at | ( | ( | ( | |||||||
Total | ( | ( | ||||||||
comprehensive loss | ||||||||||
for the year | ||||||||||
Employee share | ||||||||||
options issued | ||||||||||
Warrants | ||||||||||
unexercised | ||||||||||
Share consolidation | ( | ( | ||||||||
Share issue costs | ( | ( | ||||||||
Shares issued in lieu | ||||||||||
of amounts due | ||||||||||
Warrants exercised | ( | |||||||||
Warrants expired | ( | |||||||||
Warrants issued | ( | |||||||||
during the year | ||||||||||
Balance at 31 | ( | ( | ||||||||
December 2025 |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
COMPANY STATEMENT OF CHANGES IN EQUITY
46
The accompanying notes on pages 49-81 form an integral part of these financial statements.
Share
Capital
Share
Premium
Deferred
Shares
Share
Reserve
Share-based
payments
reserve
Unexercised
prepaid
warrants
Retained deficit
Total
£
£
£
£
£
£
£
£
Balance at 31
December 2023
263,854
13,183,277
-
81,329
380,741
-
(10,713,861)
3,195,340
Total comprehensive
loss for the year
-
-
-
-
-
-
(783,394)
(783,394)
Loans partially
settled in shares
162,500
143,000
-
-
19,500
-
-
325,000
Derecognition of
equity component of
director’s loan
repayable in shares
-
-
-
(81,329)
-
-
-
(81,329)
Balance at 31
December 2024
426,354
13,326,277
-
-
400,241
-
(11,497,255)
2,655,617
Total comprehensive
loss for the year
-
-
-
-
-
-
(1,191,390)
(1,191,390)
Employee share
options issued
-
-
-
-
157,181
-
157,181
Share consolidation
(415,695)
-
415,695
-
(19,012)
19,012
-
Warrants
unexercised
-
-
-
-
-
46,013
-
46,013
Share issue costs
-
(2,559,630)
-
-
-
-
-
(2,559,630)
Shares issued in lieu
of amounts due
1,958
100,082
-
-
-
-
-
102,040
Warrants exercised
153,768
6,007,223
-
-
(488)
-
-
6,160,503
Warrants expired
-
-
-
-
(380,741)
-
380,741
-
Warrants issued
during the year
-
(103,297)
-
-
103,297
-
-
-
Balance at 31
December 2025
166,385
16,770,655
415,695
-
260,478
46,013
(12,288,892)
5,370,334
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CONSOLIDATED STATEMENT OF CASH FLOWS
47
Year ended | Year ended | ||
31 December | 31 December | ||
2025 | 2024 | ||
Audited | Audited | ||
Notes | £ | £ | |
Cash flows from operating activities | |||
Loss for the year before taxation | ( | ( | |
Adjusted for: | |||
Amounts due settled from Rochdale disposal proceeds | |||
Amounts due settled from share issue proceeds | ( | ||
Depreciation | |||
Employee share options scheme | |||
Loss / (Gains) on disposal of non-current assets and liabilities | 3&13 | ( | |
Interest paid on lease liabilities | |||
Non-cash interest accrued | |||
Share in loss from associate | |||
Other non-cash items | ( | ||
Movement in working capital: | ( | ( | |
Increase / (Decrease) in debtors | 14 | ( | |
Increase in inventories | ( | ||
Decrease in creditors | 20 | ( | ( |
( | ( | ||
Net cash outflows from operating activities | ( | ( | |
Cash flows from investing activities | |||
Disposal of subsidiary | ( | ||
Property, plant and equipment acquired | ( | ||
Property, plant and equipment disposed | |||
Advances to related parties | ( | ||
Net cash outflows to investing activities | ( | ( | |
Cash flows from financing activities | |||
Lease liabilities repaid | ( | ( | |
Proceeds from term loan | |||
Net proceeds from warrants net of share issue cost | |||
Repayments of term loan | ( | ( | |
Repayments of director’s loan | ( | ( | |
Shares issued net of share issue costs | |||
Net cash received from financing activities | |||
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at end of the year | 15 |
The accompanying notes on pages 49-81 form an integral part of these financial statements.
Shares were issued in the amount of £2,000,000 for consulting services received. This transaction was also treated
as a non-cash movement.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
COMPANY STATEMENT OF CASH FLOWS
48
Year ended
31 December
2025
Year ended
31 December
2024
Audited
Audited
Notes
£
£
Cash flows from operating activities
Loss for the year before taxation
(1,191,390)
(783,394)
Adjusted for:
Amounts due settled from share issue proceeds
(102,041)
64,500
Depreciation
838
1,588
Employee share options scheme
157,181
-
Loss / (gain) on revaluation of CLN derivative liabilities
-
(1,374)
Loss on disposal of non-current assets
-
613
Non-cash interest accrued
2,714
75,071
Other non-cash items
(1,498)
1
(1,134,196)
(642,995)
Movement in working capital:
Increase in debtors
14
(4,631)
(45,360)
Decrease in creditors
20
(162,169)
(115,663)
(166,800)
(161,023)
Net cash outflows from operating activities
(1,300,996)
(804,018)
Cash flows from investing activities
Investment in subsidiaries
29,948
(50,864)
Return of capital contribution in subsidiaries
(310,454)
216,936
Net cash received from / (outflows to) investing activities
(280,506)
166,072
Cash flows from financing activities
Net proceeds from warrants net of share issue cost
3,673,383
-
Proceeds from loans from group companies
-
423,647
Shares issued net of share issue costs
102,040
260,500
Repayments of director’s loan
(10,000)
(3,000)
Repayment of term loan
(854,593)
-
Net cash received from financing activities
2,910,830
681,147
Net increase in cash and cash equivalents
1,329,328
43,201
Cash and cash equivalents at beginning of year
43,207
6
Cash and cash equivalents at end of the year
15
1,372,535
43,207
The accompanying notes on pages 49-81 form an integral part of these financial statements.
During the year the loan from group companies was partially settled in the amount of £48,600 through the provision
of services by the Company to its subsidiary Pyebridge. This transaction was treated as a non-cash movement in
debtors and loans from group companies.
Shares were issued in the amount of £2,000,000 for consulting services received. This transaction was also treated
as a non-cash movement.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SUMMARY OF MATERIAL ACCOUNTING POLICIES
49
General Information
referred to as the “Group”).
The principal activities of the Company and its subsidiaries are related to the development and production of power
generation projects in the United Kingdom.
The individual financial statements of the Company (“Company financial statements”) have been prepared in
accordance with the Companies Act 2006 which permits a Company that publishes its Company and Group financial
statements together, to take advantage of the exemption in Section 408 of the Companies Act 2006, from presenting
to its members its Company Income Statement and related notes that form part of the approved Company financial
statements.
Going Concern
Please refer to the Directors’ Report and Note 27 for the directors’ assessment and disclosure of the going concern
basis of preparation.
Statement of Preparation
The Group and Company’s financial statements have been prepared in accordance with the requirements of the
CA2006 and UK-adopted international accounting standards. These standards include International Accounting
Standards (IAS), International Financial Reporting Standards (IFRS) and related Interpretations (SIC-IFRIC
interpretations); subsequent amendments to those standards and related interpretations, future standards and
related interpretations issued or adopted by the International Accounting Standards Board (IASB).
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SUMMARY OF MATERIAL ACCOUNTING POLICIES
50
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SUMMARY OF MATERIAL ACCOUNTING POLICIES
51
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SUMMARY OF MATERIAL ACCOUNTING POLICIES
52
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SUMMARY OF MATERIAL ACCOUNTING POLICIES
53
• | the contract contains an identified asset, which is either explicitly identified in the contract or implicitly |
| specified by being identified at the time the asset is made available to the Group. | |
• | the Group has the right to obtain substantially all of the economic benefits from use of the identified asset |
| throughout the period of use, considering its rights within the defined scope of the contract | |
• | the Group has the right to direct the use of the identified asset throughout the period of use. The Group assess |
| whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SUMMARY OF MATERIAL ACCOUNTING POLICIES
54
Financial assets | Classification |
Trade and other receivables | Financial assets at amortised cost |
Cash and cash equivalents | Financial assets at amortised cost |
Financial liabilities | Classification |
Loans from related parties | Financial liabilities at amortised cost |
Trade and other payables | Financial liabilities at amortised cost |
Other financial liability | Financial liabilities at amortised cost |
CLN Derivative liability | Financial liabilities at fair value through profit or loss |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SUMMARY OF MATERIAL ACCOUNTING POLICIES
55
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SUMMARY OF MATERIAL ACCOUNTING POLICIES
56
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
57
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
58
1. Segment analysis
The Group discloses segmental analysis based on its different operations, being ADV 001 (Hindlip Lane), ARL 018 (Stather Road), Bordersley, Rochdale and Pyebridge.
ADV001 | ARL018 | Bordersley | Rochdale | Pyebridge | Treasury and | Group | |||
Hindlip Lane | Stather Road | Investment | |||||||
31 December 2025 | (£) | (£) | (£) | (£) | (£) | (£) | (£) | ||
Revenue | - | - | - | - | 1,629,410 | - | 1,629,410 | ||
Cost of sales | - | - | - | - | (1,133,065) | - | (1,133,065) | ||
Administrative and other expenses | (200) | (10,276) | (9,273) | - | (55,194) | (1,190,732) | (1,265,675) | ||
Depreciation | - | - | (1,192) | - | (125,221) | (838) | (127,251) | ||
Project costs | 4,690 | (2,525) | (7,081) | - | (184,002) | 58,982 | (129,936) | ||
Other income | - | 33,439 | - | - | - | 118,288 | 151,727 | ||
Derecognition of subsidiary | - | - | - | - | - | (110,968) | (110,968) | ||
Listing and other expenses | - | - | - | - | - | (134,912) | (134,912) | ||
Share in loss from associate | - | - | - | - | - | (28,066) | (28,066) | ||
Finance costs | - | - | (30,320) | - | (288,063) | (51,563) | (369,946) | ||
Profit/(loss) before tax | 4,490 | 20,638 | (47,866) | - | (156,135) | (1,339,809) | (1,518,682) | ||
Total assets | - | 5,976 | 82,379 | - | 3,578,046 | 1,220,804 | 4,887,205 | ||
Total liabilities | - | (40,767) | (346,230) | - | (2,232,142) | (1,118,912) | (3,738,051) | ||
31 December 2024 | (£) | (£) | (£) | (£) | (£) | (£) | (£) | ||
Revenue | - | - | - | - | 737,158 | - | 737,158 | ||
Cost of sales | - | - | - | - | (441,541) | - | (441,541) | ||
Administrative | and | other | (36,470) | (9,820) | (9,248) | (2,616) | (73,218) | (763,490) | (894,862) |
expenses | |||||||||
Depreciation | - | - | - | - | (77,305) | (1,589) | (78,894) | ||
Project costs | (2,278) | (512) | (6,717) | (1,171) | (299,424) | 48,414 | (261,688) | ||
Other income | - | 70,673 | 16,350 | 87,023 | |||||
Finance costs | (230) | (3,690) | (29,309) | - | (136,329) | (75,071) | (244,629) | ||
Profit/(loss) before tax | (38,978) | 56,651 | (45,274) | (3,787) | (290,659) | (775,386) | (1,097,433) | ||
Total assets | 110,597 | 5,248 | 50,749 | - | 3,591,046 | 279,210 | 4,036,850 | ||
Capital expenditure | - | - | - | - | 1,636,555 | - | 1,636,555 | ||
Total liabilities | (128,077) | (59,657) | (398,656) | - | (2,595,350) | (2,093,381) | (5,275,121) |
As the Group currently operates solely from the United Kingdom, consequently there is no segmented disclosure with regard to different geographic areas of operation.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
59
4. Loss on ordinary activities before taxation
Loss on ordinary activities before taxation is stated after the following | 31 December | 31 December |
key transactions: | 2025 (£) | 2024 (£) |
Group | Group | |
Depreciation of property, plant and equipment | 127,251 | 78,894 |
Derecognition of subsidiary on loss of control | 110,968 | - |
Administrative expenses consist of: | ||
Accounting fees | 39,681 | 53,061 |
Auditing fees (also refer to note 5) | 53,500 | 53,275 |
Consulting, legal and professional fees | 278,607 | 238,971 |
Employee costs | 323,290 | 319,506 |
Non-cash employee share options scheme | 157,181 | - |
Insurance | 43,095 | 43,489 |
Public relations costs | 337,839 | 25,766 |
Other administrative expenses | 32,482 | 30,373 |
1,265,675 | 764,441 |
31 December | 31 December | ||
2025 (£) | 2024 (£) | ||
Group | Group | ||
Wholesale electricity sales | 1,456,816 | 463,073 | |
Capacity market | 172,594 | 274,085 | |
Disaggregation of Income: | 1,629,410 | 737,158 | |
- | At a point in time | 1,456,816 | 463,072 |
- | Over time | 172,594 | 274,085 |
1,629,410 | 737,158 | ||
31 December | 31 December | ||
2025 (£) | 2024 (£) | ||
Company | Company | ||
Management fee | 59,610 | 48,600 | |
Disaggregation of Income: | |||
- | Over time | 59,610 | 48,600 |
31 December | 31 December | |
2025(£) | 2024 (£) | |
Group | Group | |
Gain on settlement of liability | 151,727 | - |
Gain on disposal of subsidiary assets | - | 16,332 |
Gain on derecognition of lease | - | 70,673 |
151,727 | 87,005 |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
60
Listing and other corporate fees consist of: | ||
Listing fees | 86,622 | 115,718 |
Registrar fees | 48,290 | 14,703 |
134,912 | 130,421 |
5. Auditors’ remuneration
31 December | 31 December | |
2025 (£) | 2024 (£) | |
Audit fees for the audit of the Company’s annual accounts | 31,500 | 21,000 |
Fees payable to the Company’s auditor and its associates for: | ||
Audit fees for audit of Company’s subsidiaries required by legislation | 22,000 | 32,275 |
Audit fees to the Company’s auditors | 53,500 | 53,275 |
Non-audit services (Reporting Accountant Engagement) | 30,000 | - |
The fees disclosed above were accrued for in the accounts for the previous auditors. Subsequent to year-end the
previous auditors resigned. The Company engaged new auditors on 2 June 2026. The agreed fees for the group
audit is £ 59,650. No non audit services were delivered by the new auditors. The new audit fee was not accrued as
it is considered a non-adjusting event.
6. Directors’ emoluments
Group | Group | Company | Company | |
31 December | 31 December | 31 December | 31 December | |
2025 (£) | 2024 (£) | 2025(£) | 2024 (£) | |
Basic salary and fees | 245,216 | 221,444 | 245,216 | 221,444 |
Share based payments | 128,073 | - | 128,073 | - |
373,289 | 221,444 | 373,289 | 221,444 |
The emoluments of the Chairman were £27,000 (2024: £20,550).
The emoluments of the highest paid Director were £196,613 (2024: £157,844).
The following table summarises the remuneration applicable to each of the individuals who held office as a Director
during the reporting period:
31 December 2025 | Salary and | Other benefits | Options | Total |
fees | issued* | |||
£ | £ | £ | £ | |
Celia Li | 21,603 | - | - | 21,603 |
Paul Venter | 27,000 | - | 11,643 | 38,643 |
Pieter Krügel | 180,000 | 16,613 | 116,430 | 313,043 |
Total | 228,603 | 16,613 | 128,073 | 373,289 |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
61
31 December 2024 | Salary and | Other benefits | Options | Total |
fees | issued | |||
£ | £ | £ | £ | |
Louis Coetzee | 20,550 | - | - | 20,550 |
Pieter Krügel | 144,000 | 13,844 | - | 157,844 |
Paul Venter | 22,500 | - | - | 22,500 |
Dominic Traynor | 20,550 | - | - | 20,550 |
Total | 207,600 | 13,844 | - | 221,444 |
Director salaries and fees accrued as at 31 December 2025 amount to £0 (2024: £182,912). During the year amounts
due to former directors in the amount of £28,998 were waived. There were no other elements of Director’s
remuneration incurred in the current or prior period, other than those stated above.
*Options issued is a non-cash item. The value of options was calculated using the Black Scholes method as explained
in the accounting policy for the Share based payment reserve.
7. Taxation
| Current tax | 31 December | 31 December |
2025 (£) | 2024 (£) | |
Charge for the period in the United Kingdom | - | - |
Total tax charge | - | - |
The difference between the total current tax shown above and the amount calculated by applying the standard
rate of corporation tax for various jurisdictions to the loss before tax is as follows:
2025 (£) | 2024 (£) | |
Loss on ordinary activities before tax | (1,518,682) | (1,097,433) |
Income tax expense calculated at 25% | (379,671) | (274,358) |
Expenses which are not deductible – Impairment of intangible assets and property, plant and equipment | 27,742 | - |
Derecognition of calculated losses relating to derecognised subsidiaries | 27,957 | |
Losses available for carry forward and temporary differences for which no deferred tax assets are recognised | 323,971 | 274,358 |
Income tax expense recognised in the Statement of Profit or Loss | - | - |
The effective tax rate used for the December 2025 and December 2024 reconciliations above is the corporate rate
of 25% payable by corporate entities on taxable profits under tax law in the United Kingdom.
No provision has been made for the 2025 deferred taxation as no taxable income has been received to date, and the
probability of future taxable income is indicative of current market conditions which remain uncertain.
At the Statement of Financial Position date, the Directors estimate that the Group has unused tax losses of
£8,031,397 (2024: £6,735,512) available for potential offset against future profits which equates to an estimated
potential deferred tax asset of £2,008,599 (2024: £1,684,628).
Losses may be carried forward indefinitely in accordance with the applicable taxation regulations ruling within each
of the above jurisdictions.
8. Loss of parent Company
As permitted by Section 408 of the Companies Act 2006, the Statement of Profit or Loss of the parent Company has
not been separately disclosed in these financial statements. The parent Company’s loss for the financial period was
£1,191,390 (2024: loss of £783,394).
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
62
Furthermore, in terms of the Section 414(1) of the Companies Act 2006, the Statement of Profit or Loss of the parent
Company has been approved by the Directors.
Basic loss per share | 31 December | 31 December |
2025 (£) | 2024 (£) | |
Loss for the period attributable to equity holders of the parent | (1,518,682) | (1,097,433) |
Weighted average number of ordinary shares for the purposes of basic loss per share | 2,302,118,792 | 340,131,101 |
Basic loss per ordinary share (pence) | (0.07) | (0.32) |
10. Property, plant and equipment
Group
Land
Plant &
Machinery
Right of
use assets
Computer
Equipment
Asset under
construction
Total
(£)
(£)
(£)
(£)
(£)
(£)
Cost
Cost as at 1
January 2025
512,500
2,872,969
355,440
4,766
159,015
3,904,690
Disposals
-
-
-
-
(32,215)
(32,215)
Change in lease
-
-
30,996
-
-
30,996
Closing Cost as at
31 December 2025
512,500
2,872,969
386,436
4,766
126,800
3,903,471
Accumulated
Depreciation
(“Acc Depr”)
Acc Depr as at 1
January 2025
-
(188,442)
(355,440)
(3,928)
(78,350)
(626,160)
Depreciation
-
(125,221)
(1,192)
(838)
-
(127,251)
Acc Depr as at 31
December 2025
-
(313,663)
(356,632)
(4,766)
(78,350)
(753,411)
Carrying value
Carrying value as
at 31 December
2024
512,500
2,684,527
-
838
80,665
3,278,530
Carrying value as
at 31 December
2025
512,500
2,559,306
29,804
-
48,450
3,150,060
During the year, the Group reassessed its property, plant and equipment’s value in use and found that the conditions
that previously lead to its impairment have improved, however no reversal of previously recognised impairments
were recognised. No assets have been impaired in the current year.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
63
The Group has two lease contracts recognised as right of use assets for:
• Land located at Bordesley, Liverpool St. Birmingham and;
• Land lying on the South Side of Stather Road, Flixborough. This lease has been derecognised following deed
of variations entered into with the lessors delaying the inception date of the lease until such time that the
conditions linked to the inception date are met. There is no clear indication of the date in which the
conditions will be met.
The land has a lease term of 20 years, with an option to extend for 10 years which the Group has opted to include
due to the highly likely nature of extension as at the time of the original assessment.
The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. The Group’s incremental
borrowing rate is 10.38% (2024: 10.38%).
The Group has tested its property, plant and equipment for impairment in line with its directors’ estimation of the
recoverable amount for those assets. Refer to note 11 for the key variables used in the estimation of the value
thereof.
31 December | 31 December | ||||||||||
2025(£) | 2024(£) | ||||||||||
Right of use assets | Group | Group | |||||||||
Set | out | below | are | the | carrying | amounts | of | right-of-use | assets | ||
recognised and the movements during the period: | |||||||||||
Opening balance | - | - | |||||||||
Change in lease | 30,996 | - | |||||||||
Depreciation | (1,192) | - | |||||||||
Closing balance | 29,804 | - |
Lease liability | ||
Set out below are the carrying amounts of lease liabilities and the | ||
movements during the period: | ||
Opening balance | 345,016 | 409,595 |
Interest | 30,320 | 35,621 |
Change in lease | 30,996 | (60,373) |
Repayment | (35,461) | (39,826) |
Closing balance | 370,871 | 345,016 |
Split of lease liability between current and non-current portions: | ||
Non-current | 366,301 | 341,149 |
Current | 4,570 | 3,867 |
Total | 370,871 | 345,016 |
Future minimum lease payments fall due as follows | ||
- within 1 year | 35,729 | 32,866 |
- later than 1 year but within 5 years | 142,918 | 159,304 |
- later than 5 years | 714,588 | 690,186 |
Subtotal | 893,235 | 882,356 |
- Unearned future finance charges | (522,364) | (537,340) |
Closing balance | 370,871 | 345,016 |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
64
A 100bp change in the Incremental Borrowing Rate (“IBR”), would result in a £25,840 (2024: £27,636) change in
the Right of Use Asset, and corresponding Lease Liability on transaction date.
11. Intangible assets
Intangible assets consist of separately identifiable assets or intellectual property acquired either through business
combinations or through separate asset acquisitions. These intangible assets are recognised at the respective fair
values of the underlying asset acquired, or where the fair value of the underlying asset acquired is not readily
available, the fair value of the consideration.
The following reconciliation serves to summarise the composition of intangible assets as at period end:
Group | Rochdale | Bordersley | ARL 018 | ADV 001 | Total |
Power | Power | Stather | Hindlip | ||
(£) | (£) | (£) | (£) | (£) | |
Carrying value as at 1 January | 150,273 | - | - | 247,506 | 397,779 |
2024 | |||||
Disposal of Rochdale Power | (150,273) | - | - | - | (150,273) |
Modification | (101) | (101) | |||
Carrying value as at 31 December | - | - | - | 247,405 | 247,405 |
2024 | |||||
Loss of control of subsidiary | - | - | - | (247,405) | (247,405) |
Carrying value as at 31 December | - | - | - | - | - |
2025 |
Intangible assets are amortised once commercial production commenced, over the remaining useful life of the
project, which is estimated to be 20 years, depending on the unique characteristics of each project.
Until such time as the underlying operations commence production, the Group performs regular impairment
reviews to determine whether any impairment indicators exist.
When the following circumstance arises, it indicates that an entity should test an intangible asset for impairment:
• the carrying value of the project assets (deemed to be property, plant and equipment as well as intangible
asset) exceed the recoverable amount of the assets.
In assessing whether a write-down is required in the carrying value of a potentially impaired intangible asset, the
asset’s carrying value is compared with its recoverable amount. The recoverable amount is the higher of the asset’s
fair value less cost of disposal (FVLCD) and value in use (VIU). The valuation techniques applicable to the valuation
of the abovementioned intangible assets comprise a combination of fair market values, discounted cash flow
projections and historic transaction prices.
The following key assumptions influence the measurement of the intangible assets’ recoverable amounts, through
utilising the forecast-based estimates performed:
• energy prices pegged from base year;
• commercial viability period;
• cost of capital related to funding requirements;
• applicable inflationary increases in energy prices and related costs;
• future operating expenditure for developments of the project; and
• co-operation of key project partners going forward.
Through review of the project specific financial, operational, market and economic indicators applicable to the above
intangible assets, as well as consideration of the various elements which contribute toward the indication of
impairment or reversals thereof, it was concluded no impairment or reversal of impairment was necessary in the
2025 financial period.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
65
The directors have performed further sensitivity analysis on the forecasts with the following variables being
assessed:
Key estimation variables
Reason for assessment
Projects delayed by 6 months
The projects may be delayed due to project funding restrictions.
250bps Increase/Decrease in
WACC
The market interest rates have been volatile during the financial year and due
to the above average interest rate increases an assessment of 250bps increase
or decrease was performed.
250bps Increase/Decrease in
£/MW output
The energy market has experienced above average movements during the
financial year and an assessment of 250bps increase or decrease was
performed.
Projects life reduced by 5 years
The projects may be abandoned in 15 years due to excessive wear on the plant
or significant change in market sentiment regarding natural gas.
A summary of the assessment performed for each of the intangible assets are detailed below.
Key estimation variables | ADV 001 | ARL 018 | ||
Recoverable value of project | £1,665,358 | £331,927 | ||
Recoverable value method of calculation | Value in use | Value in use | ||
Life of project | 20 years | 20 years | ||
Weighted average cost of capital (“WACC”) | 9.50% | 8.70% | ||
Output | 7.0 MW | 2.4 MW | ||
Average £/MW output | £179,754 | £182,300 | ||
Debt/Equity ratio | 74/26 | 74/26 | ||
Sensitivity analysis (impact on value) | ||||
Project delayed by 6 months | (£80,278) | £52,260 | ||
250bps Increase/Decrease in WACC | (£367,732) / £483,520 | (£548,649) / £771,840 | ||
250bps Increase/Decrease in £/MW output | £155,967 / | (£155,967) | £204,379 / | (£204,379) |
Project life decreased by 5 years | (£191,490) | (£373,691) |
Key estimation variables | Bordersley | Pyebridge | ||
Recoverable value of project | £2,162,159 | £7,210,746 | ||
Recoverable value method of calculation | Value in use | Value in use | ||
Life of project | 20 years | 20 years | ||
Weighted average cost of capital (“WACC”) | 9.45% | 9.84% | ||
Output | 5.0 MW | 8.1 MW | ||
Average annual £/MW output | £167,245 | £262,058 | ||
Debt/Equity ratio | 74/26 | 74/26 | ||
Sensitivity analysis (impact on value) | ||||
Project delayed by 6 months | (£202,265) | No impact | ||
250bps Increase/Decrease in WACC | (£878,666) / £1,161,628 | (£1,351,414) / £1,790,091 | ||
250bps Increase/Decrease in £/MW output | £344,052 / | (£344,053) | £625,359 / | (£625,358) |
Project life decreased by 5 years | (£417,206) | (£1,602,978) |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
66
The Group is exposed to significant market volatility in its estimate of the weighted average cost of capital. The risk
free rate for the market in which the Group operates has slightly improved from the previous year, however ongoing
conflict still contributes to an elevated risk free rate. The prevailing UK CPI rate of 3.4% at year-end, considered in
the assessments of the value in use, did not exceed the long-term average inflation for the energy sector.
The market interest rates have slightly decreased year on year and the weighted average cost of capital decreased
from 8.29% in the previous year to 7.32% for the current financial year. This has resulted in potential impairment
reversals for the investments and intangible assets.
The assessment of the value in use of the property, plant and equipment and intangible assets resulted in a
potential reversal of impairment of £1,696,503 (2024: potential reversal of impairment of £388,200). The most
significant contributor to the improved value in use of the projects were the reductions in inflation, improvements
in the spark spread and a general reduction in the banking interest rate environment.
The directors have elected to continue monitoring the markets to confirm that the value in use improvements will
be of a more permanent nature before recognising reversals of impairment.
12. Investment in associate
Group | |
(£) | |
Opening balance as at 1 January 2025 | - |
Additions | 166,667 |
Share in loss of associate | (28,066) |
Advances to associate | 13,466 |
Closing balance as at 31 December 2025 | 152,067 |
QDE signed a binding investment agreement (the "Investment Agreement") with Powertree (Holdings) Ltd
("Powertree"). The Investment Agreement formalizes the long-term partnership between QDE and Powertree to
deploy capital into the portfolio of development flexible power generation projects that QDE owns, starting with its
7.5MW construction-ready Hindlip project (the "Growth Capital Partnership").
Under the Investment Agreement, Powertree will invest up to £5,000,000 into QDE's Hindlip project (the
"Investment Consideration"), resulting in the Hindlip project being fully funded.
The Investment Consideration will consist of £500,000 for 75% of the fully diluted ordinary equity of the Hindlip
SPV, ADV 001 Ltd and, up to £4,500,000 will be by way of secured loan (the "Investor Loan") entered into between
Powertree (as the lender) and the Hindlip SPV (as the borrower).
QDE shall retain 25% of the fully diluted ordinary equity of the Hindlip SPV with no further funding obligations. The
retained 25% ownership was valued at £166,667 on disposal date.
13. Acquisitions and disposal of interests in other entities
ADV 001 Limited – 2025
During 2025, Sloane disposed of 75% of its interest in ADV 001 Limited for an amount of £500,000. The fair value
of the 25% retained ownership is calculated as £166 667 using the disposal price as basis. The net asset value of the
project assets and liabilities at disposal date was £30,230 and the intangible asset (refer note 11) was £247,405 .
The group recognised a loss on derecognition of £110,968.
The investment was held as an investment in associate upon disposal of the 75% interest (refer note 12).
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
67
14. Trade and other receivables
Group | Group | Company | Company | |
2025 | 2024 | 2025 | 2024 | |
Consists of: | (£) | (£) | (£) | (£) |
Trade receivables | 41,690 | 16,941 | - | - |
Other receivables | 68,957 | 347,528 | 32,253 | 27,622 |
110,647 | 364,469 | 32,253 | 27,622 |
The carrying value of current trade and other receivables approximates their fair value due to the short nature
thereof.
Trade and other receivables pledged as security
None of the above stated trade and other receivables were pledged as security at period end. Credit quality of trade
and other receivables that are neither past due nor impaired can be assessed by reference to historical repayment
trends of the individual debtors.
Group | Group | Company | Company | |
2025 | 2024 | 2025 | 2024 | |
(£) | (£) | (£) | (£) | |
Cash consists of: | ||||
Cash at bank and in hand | 1,436,943 | 146,446 | 1,372,535 | 43,207 |
1,436,943 | 146,446 | 1,372,535 | 43,207 |
16. Inventory
Group | Group | Company | Company | |
2025 | 2024 | 2025 | 2024 | |
(£) | (£) | (£) | (£) | |
Inventory consists of: | ||||
Plant/Machinery Spares | 37,488 | - | - | - |
37,488 | - | - | - |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
68
2025 | 2024 | |||
Allotted, issued and fully paid shares | ||||
(2024: | 426,354,067 | Ordinary shares of £0.001 each) | - | £426,354 |
(2025: | 166,385,735 | Ordinary shares of £0.001 each) | £166,385 | - |
£166,385 | £426,354 |
Number of | Ordinary | Share Premium | Deferred Shares (£) | |
Shares | Share Capital | (£) | ||
(£) | ||||
Balance at 31 December | 263,854,067 | 263,854 | 13,183,277 | - |
2023 | ||||
Issue of shares | 162,500,000 | 162,500 | 143,000 | - |
Balance at 31 December | 426,354,067 | 426,354 | 13,326,277 | - |
2024 | ||||
Issue of shares | 1,958,469 | 1,958 | 100,082 | - |
Share consolidation | (415,695,215) | (415,695) | - | 415,695 |
Broker warrants issued | - | - | (103,297) | - |
Share issue costs | - | - | (2,559,630) | - |
Warrants exercised | 153,768,414 | 153,768 | 6,007,223 | - |
Balance at 31 December | 166,385,735 | 166,385 | 16,770,655 | 415,695 |
2025 |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
69
• During the year the Company received consulting services in the amount of £2,000,000 which were settled
through the exercise of warrants. The transaction was recognised as a deduction of share premium.
• Further share issue costs for the year amounted to £559,630 which was treated as a deduction of share
premium.
• During the year 7,500,000 warrants amounting to £103,297 were issued to brokers as payment for share
issuances.
18. Reserves
Common control reserve
The common control reserve is the result of the capital reorganisation between the company, its holding and
ultimate holding company during the 2020 financial year. As the reorganisation was outside the scope of IFRS 3,
predecessor valuation accounting was applied as a result of the common control transaction. The common control
reserve amounts to £383,048 (2024: £383,048).
Other reserves - Non-controlling interest acquired
On 31 July 2020, Sloane Developments Limited, MAST Energy Projects Limited and St. Anderton on Vaal Limited
entered into the Share Exchange Agreement relating to the acquisition by Sloane Developments Limited of the
remaining 40% of the issued share capital of MAST Energy Projects Limited. Under the Share Exchange Agreement,
the Company will pay St Anderton on Vaal Limited the sum of £4,065,586 payable by the issue of 36,917,076
ordinary shares of £0.001 each in the Company. Completion of the Share Exchange Agreement was subject to and
conditional upon the Admission of MAST Energy Developments Limited to the London Stock Exchange.
Following the completion of the IPO on 14 April 2021, the Group acquired the remaining equity interest in MAST
Energy Projects Ltd for the consideration equal to 36,917,076 shares at a total value of £4,065,586. As the controlling
stake in the entity had already been acquired and was under control of QDE (MED at the time), the transaction was
seen as a transaction with owners, and the financial impact recognised directly in equity of £4,065,586.
The rationale for the transaction was to acquire the remaining equity within MAST Energy Projects Limited in order
to have the exclusive see-through equity interest in the Bordersley project, held in the form of royalty and revenue
agreements between MAST Energy Projects Limited and Bordersley Power Limited, from which QDE (MED at the
time) could restructure the Group through its SPV’s.
Group and Company (£) | ||
2025 | 2024 | |
Opening balance | 400,241 | 380,741 |
Issue of warrants | 103,297 | 19,500 |
Warrants exercised | (488) | - |
Share consolidation | (19,012) | - |
Employee share option scheme | 157,181 | - |
Warrants expired | (380,741) | - |
Closing balance | 260,478 | 400,241 |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
70
Group and Company | ||
(number of warrants) | ||
2025 | 2024 | |
Opening balance | 96,564,562 | 86,814,562 |
New warrants issued | 7,500,000 | 9,750,000 |
Warrants exercised | (243,750) | - |
Share consolidation | (9,506,250) | - |
Warrants expired | (86,814,562) | - |
Closing balance | 7,500,000 | 96,564,562 |
Date of Grant | Issue date | Expiry date | Exercise price | Number | Exercisable |
granted | as at 31 | ||||
December | |||||
2025 | |||||
09 July 2025 | 09 July 2025 | 08 July 2029 | 4p | 7,500,000 | 7,500,000 |
7,500,000 | 7,500,000 | ||||
Total contingently issuable shares | 7,500,000 | 7,500,000 |
2025 | 2024 | |
Opening balance | - | - |
Issue of options | 157,181 | - |
Closing balance | 157,181 | - |
Group and Company | ||
(number of options) | ||
2025 | 2024 | |
Opening balance | - | - |
New options issued | 8,750,018 | - |
Closing balance | 8,750,018 | - |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
71
Date of | Issue date | Expiry date | Exercise price | Number granted | Exercisable |
Grant | as at 31 | ||||
December | |||||
2025 | |||||
09 July 2025 | 09 July 2025 | 10 Jan 2033 | 10p | 8,750,018 | - |
8,750,018 | - | ||||
Total contingently issuable shares | 8,750,018 | - |
Group 2025 | Company | |
(£) | 2025 (£) | |
1,150,336 prepaid warrants | 46,013 | 46,013 |
46,013 | 46,013 |
Reconciliation of prepaid and cash warrants | Group and Company | |
(number of warrants) | ||
2025 | 2024 | |
Opening balance | - | - |
New warrants issued | 375,000,000 | - |
Warrants exercised | (153,524,664) | - |
Closing balance | 221,475,336 | - |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
72
Date of Grant | Issue date | Expiry date | Exercise price | Number | Exercisable |
granted | as at 31 | ||||
December | |||||
2025 | |||||
09 July 2025 | 09 July 2025 | 09 July 2026 | 4p | 1,150,336 | 1,150,336 |
09 July 2025 | 09 July 2025 | 07 January 2026 | 4p | 95,325,000 | 95,325,000 |
09 July 2025 | 09 July 2025 | 09 July 2026 | 4p | 125,000,000 | 125,000,000 |
221,475,336 | 221,475,336 | ||||
Total contingently issuable shares | 221,475,336 | 221,475,336 |
19. Loans to/(from) related parties
Group
2025 (£)
Group
2024 (£)
Company
2025(£)
Company
2024 (£)
Amounts falling due within one year:
Sloane Developments Limited
157,634
-
Pyebridge Power Limited
-
-
(252,175)
(375,047)
-
-
(94,541)
(375,047)
The loan is unsecured, carries interest at 0%, and is repayable on demand. The carrying value of loans from related
parties equals their fair value mainly due to the short-term nature of the liability.
20. Trade and other payables
Group | Group | Company | Company | |
Amounts falling due within one year: | 2025 (£) | 2024 (£) | 2025 (£) | 2024 (£) |
Trade payables | 314,212 | 696,049 | 243,714 | 405,883 |
314,212 | 696,049 | 243,714 | 405,883 |
The carrying value of current trade and other payables equals their fair value due mainly to the short term nature
of these payables.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
73
21. Other financial liabilities
Liable Group | Group | Group | Company | Company | |||||
Amounts | falling | due | Company | 2025(£) | 2024 (£) | 2025(£) | 2024 (£) | ||
within one year: | |||||||||
Convertible loan notes | QDE | - | 854,594 | - | 854,594 | ||||
Loan – RiverFort | Sloane Developments | 849,253 | 849,253 | - | - | ||||
Term loan - Powertree | Hindlip | - | 70,230 | - | - | ||||
Term loan – RiverFort | Pyebridge | 2,203,715 | 107,563 | - | - | ||||
Accrued interest on director’s loan | QDE | - | 5,998 | - | 5,998 | ||||
Director’s loan | QDE | - | 78,329 | - | 78,329 | ||||
Amounts | falling | due | 3,052,968 | 1,965,967 | - | 938,921 | |||
between five years: | one | year | and | ||||||
Term loan - RiverFort | Pyebridge | - | 2,268,089 | - | - | ||||
- | 2,268,089 | - | - | ||||||
3,052,968 | 4,234,056 | - | 938,921 |
Convertible loan notes
Convertible loan notes consist of a facility from institutional lenders which reprofiled the outstanding convertible
loan notes held during the previous financial year. The interest accrues at 9.5% to 10% per annum based on the
terms applied for each advance of the facility. The convertible loan notes have embedded derivative liabilities which
were recognised at fair value.
Term loans
• The “Term loan – Powertree” is payable by the Hindlip project SPV. The loan was used to pay the Capacity
Market deposit. This loan was payable in full during the 2025 financial year and bears interest at 10% per
annum. This term loan has been rolled up into the investment agreement after year-end. Refer to note 26.
• The “Term loan – RiverFort” is payable by the Pyebridge SPV. The funding was used to overhaul the 2 engines
at the Pyebridge site. The loan consists of three separate drawdowns all repayable during the 2026 financial
year and bear interest at 12% per annum.
• The “Loan – Riverfort” is the historic shareholder loan owing by the Company to its former parent company,
Kibo Energy PLC (“Kibo”), which Kibo sold to RiverFort during 2024. This loan has no fixed repayment terms
and is repayable on demand and bears no interest.
Director’s loan and accrued interest on director’s loan
The director’s loan consists of interest payable on a director’s loan which was settled in shares in 2025, refer to note
17. The interest is accrued at 7% per annum.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
74
Reconciliation of movements in other financial, CLN derivative liabilities and loans (to)/from related parties
Group
Other | Total | |
financial | ||
liabilities | ||
(£) | (£) | |
At 1 January 2025 | 4,234,056 | 4,234,056 |
Disposal of subsidiary (Powertree loan) | (70,230) | (70,230) |
Interest accrued on term loans | 326,721 | 326,721 |
Loan reduction | (118,288) | (118,288) |
Payments on director’s loans | (87,041) | (87,041) |
Payments on term loans | (1,232,250) | (1,232,250) |
At 31 December 2025 | 3,052,968 | 3,052,968 |
Notes | 21 | |
Consisting of: | ||
Other financial liabilities | 3,052,968 | |
At 31 December 2025 | 3,052,968 |
| Company | Loans to / | Other | Total |
(from) | financial | ||
related | liabilities | ||
parties | |||
(£) | (£) | (£) | |
At 1 January 2025 | (375,047) | (938,921) | (1,313,968) |
Interest accrued on director’s loan | - | (2,713) | (2,713) |
Payments on director’s loan | - | 87,041 | 87,041 |
Payments on convertible loan notes | - | 854,593 | 854,593 |
Loans from related parties settled | 310,454 | - | 310,454 |
Loans advanced from related parties | (187,582) | - | (187,582) |
Loans advanced to related parties | 157,634 | 157,634 | |
At 31 December 2025 | (94,541) | - | (94,541) |
Notes | 19 | 21 | |
Consisting of: | |||
Loans to related parties | 157,634 | ||
Loans (from) related parties | (252,175) | ||
At 31 December 2025 | (94,541) |
Charges registered with Companies House
Charges in terms of Chapter A1 Part 25 of the Companies Act 2006 have been registered with Companies House over
the following investments on 18 May 2023, and 18 December 2024 and remain in effect as at reporting date:
• ARL 018 Limited
• Bordersley Power Ltd
• Pyebridge Power Ltd
• Sloane Developments Limited
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
75
22. Investment in Group undertakings
| Subsidiary undertakings | 31 December | 31 December |
2025 | 2024 | |
(£) | (£) | |
Sloane Developments Limited | 4,303,801 | 4,303,801 |
Total cost of investments | 4,303,801 | 4,303,801 |
Subsidiary undertakings | (£) | |
Investments at Cost | ||
At 1 January 2025 | 4,303,801 | |
At 31 December 2025 (£) | 4,303,801 |
The above investment in subsidiaries comprises the carrying value of the investments in Sloane Developments
Limited held by Quantum Data Energy Plc. Sloane Developments Limited holds the investments in Bordersley Power
Ltd, Pyebridge Power Ltd, as well as ARL 018 Limited, the capital contributions, net of impairment.
As at reporting period end, the investment in Sloane Developments Limited was subject to impairment review,
incorporating the underlying recoverable amount estimate of each individual project owned by Sloane
Developments Limited, being Pyebridge Power Ltd, Bordersley Power Ltd, as well as ARL 018 Limited. Refer to Note
11 which includes further details surrounding the parameters utilised in determining the recoverable amounts for
each of the underlying projects which support the recoverable amount of the investment in Sloane Developments
Limited.
At 31 December 2025 the Company had the following undertakings:
Interest | Interest | |||||
Description | Subsidiary | Activity | Incorporat | held | held | |
ed in | (2025) | (2024) | ||||
Directly held Investments | ||||||
Sloane Developments Limited | Subsidiary | Project | United | 100% | 100% | |
holding | Kingdom | |||||
Company | ||||||
Indirectly held Investments | ||||||
Bordersley Power Ltd | Subsidiary | Energy | United | 100% | 100% | |
production | Kingdom | |||||
Pyebridge Power Ltd | Subsidiary | Energy | United | 100% | 100% | |
production | Kingdom | |||||
ARL 018 | Limited (Stather | Subsidiary | Energy | United | 100% | 100% |
Road) | production | Kingdom | ||||
ADV001 Limited (Hindlip | Associate | Energy | United | 25% | 100% | |
Lane) | production | Kingdom | ||||
Sloane Energy Limited | Subsidiary | Dormant | United | 100% | 100% | |
Kingdom |
The registered address for all of the above is: 6th Floor, 99 Gresham Street, London, EC2V 7NG.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
76
Relationships
Board of Directors/ Key Management
Name | Relationship (Directors of:) |
Paul Venter | Non-Executive Chairman of QDE and Director of PSCD Power 1 Ltd |
Celia Li | Non-Executive Director of QDE |
Pieter Krügel | Chief Executive Officer of QDE |
Noel O’Keeffe | Director of subsidiaries Sloane Developments Limited, ADV001 Ltd, ARL018 |
Ltd and Sloane Energy Limited. | |
Louis Coetzee | Kibo Energy PLC and Katoro Gold PLC (up to July 2024) |
Dominic Traynor | Druces LLP (up to Nov 2024) |
Quantum Data Energy PLC is a shareholder of the following companies and as such are considered related
parties:
Directly held subsidiaries: | Sloane Developments Limited | |
Indirectly held subsidiaries: | ARL 018 | Limited |
| Bordersley Power Ltd | ||
| Pyebridge Power Ltd | ||
| Sloane Energy Ltd |
Balances
Name | Amount (£) | Amount (£) |
2025 | 2024 | |
Paul Venter – Director’s loan owing (liability) | - | 78,329 |
Paul Venter – Director’s loan owing accrued interest | - | 5,733 |
Kibo Energy PLC - Management and administration services accrued | - | 31,170 |
Katoro Gold PLC – Receivable for management services paid on Katoro’s | - | 4,246 |
behalf | ||
Paul Venter – Director’s remuneration due | - | 43,500 |
Louis Coetzee – Director’s remuneration due | - | 47,550 |
Dominic Traynor– Director’s remuneration due | - | 48,018 |
Pieter Krügel – Director’s remuneration due | - | 43,844 |
Noel O’Keeffe –Professional services remuneration due | - | 4,500 |
Druces LLP – Supplier balance for professional services | - | 52,675 |
Transactions
Name | Amount (£) | Amount (£) |
2025 | 2024 | |
Paul Venter – Interest on Director’s loan | 2,714 | 5,733 |
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation. The transactions during the period between the Company and its subsidiaries included the settlement
of expenditure to/from subsidiaries, working capital funding, and settlement of the Company’s liabilities through
the issue of equity in subsidiaries. The loans from related parties do not have fixed repayment terms and are
unsecured.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
77
24. Financial Instruments and Financial Risk Management
The Group and Company’s principal financial instruments comprise cash. The main purpose of these financial
instruments is to provide finance for the Group and Company’s operations. The Group has various other financial
assets and liabilities such as other receivables and trade payables, which arise directly from its operations.
It is and has been throughout the 2025 and 2024 financial period, the Group and Company’s policy not to undertake
trading in derivatives. The Group and Company may however recognise derivative liabilities arising from
convertible instruments.
The main risks arising from the Group and Company’s financial instruments are credit risk, liquidity risk, interest
rate risk and capital risk. Management reviews and agrees policies for managing each of these risks which are
summarised below.
2025 (£) | 2024 (£) | |||
Financial instruments of the Group are: | Financial | Financial | Financial | Financial |
assets | liabilities | assets | liabilities | |
Financial assets at amortised cost | ||||
Trade and other receivables - current | 110,647 | - | 364,469 | - |
Cash | 1,436,943 | - | 146,446 | - |
Financial liabilities at amortised cost | ||||
Trade payables | - | 314,212 | - | 696,049 |
Other financial liabilities | - | 3,052,968 | - | 4,234,056 |
Lease liability | - | 370,871 | - | 345,016 |
Financial liabilities at fair value | ||||
Other financial liabilities | - | - | - | - |
1,547,590 | 3,738,051 | 510,915 | 5,275,121 |
2025 (£) | 2024 (£) | |||
Financial instruments of the Company | Financial | Financial | Financial | Financial |
are: | assets | liabilities | assets | liabilities |
Financial assets at amortised cost | ||||
Trade and other receivables - current | 32,253 | - | 27,622 | - |
Cash | 1,372,535 | - | 43,207 | - |
Financial liabilities at amortised cost | ||||
Trade payables | - | 243,714 | - | 405,883 |
Loans from related parties | - | 252,175 | 375,047 | |
Financial liabilities at fair value | ||||
Other financial liabilities | - | - | - | 938,921 |
1,404,788 | 495,889 | 70,829 | 1,719,851 |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
78
Financial instruments | Group (£) | Company (£) | ||
2025 | 2024 | 2025 | 2024 | |
Trade & other receivables | 110,647 | 364,469 | 32,253 | 27,622 |
Cash | 1,436,943 | 146,446 | 1,372,535 | 43,207 |
1,547,590 | 510,915 | 1,404,788 | 70,829 |
Group (£) | Within 1 year | Later than 1 | Later than 2 | Later than 3 |
year but within | years but | years | ||
2 years | within 3 years | |||
At 31 December 2025 | ||||
Trade and other payables | 314,212 | - | - | - |
Other financial liabilities | 3,052,968 | - | - | - |
Lease Liabilities | 35,729 | 35,729 | 35,729 | 786,048 |
3,402,909 | 35,729 | 35,729 | 786,048 | |
At 31 December 2024 | ||||
Trade and other payables | 696,049 | - | - | - |
Other financial liabilities | 2,000,391 | - | 2,652,739 | - |
Lease Liabilities | 32,866 | 32,866 | 32,866 | 755,918 |
2,729,306 | 32,866 | 2,685,605 | 755,918 |
Company (£) | Within 1 year |
At 31 December 2025 | |
Trade and other payables | 243,714 |
Loans from related parties | 252,175 |
495,889 |
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
79
Company (£) | Within 1 year |
At 31 December 2024 | |
Trade and other payables | 405,883 |
Loans from related parties | 375,047 |
Other financial liabilities | 938,921 |
1,719,851 |
Interest rate risk
The Group and Company does not have significant exposure to the risk of changes in market interest rates relating
to holdings of cash and short term deposits.
It is the Group and Company’s policy as part of its management of the budgetary process to place surplus funds on
short term deposit in order to maximise interest earned.
The repayments terms for the financial liabilities are payable on demand except for Other Financial Liabilities and
Lease Liabilities which include agreements with deferred payment terms. Refer to notes 21 and 10 respectively for
their repayment terms.
Group Sensitivity Analysis:
Currently no significant impact exists due to possible interest rate changes on the Company’s interest bearing
instruments.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity balance.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To
maintain or adjust its capital structure, the Group may adjust or issue new shares or raise debt. No changes were
made in the objectives, policies or processes during the year ended 31 December 2025. The capital structure of the
Group consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and
retained losses as disclosed in the consolidated statement of changes in equity.
Fair values
The carrying amount of the Group and Company’s financial assets and financial liabilities recognised at amortised
cost in the financial statements approximate their fair value. For those assets held at fair value (such as CLN
derivative liabilities), they are remeasured at the reporting date.
Hedging
At 31 December 2025, the Group had no outstanding contracts designated as hedges (2024: none).
25. Commitments and Contingencies
The Group does not have any identifiable material commitments and contingencies as at the reporting date.
26. Events after reporting period
• Pyebridge’s 8.1 MW operational flexible generation power asset was successful in securing an additional
Capacity Market ("CM") T-4 contract for the 2029/2030 delivery year in the recent CM auction. The recent
CM T-4 auction resulted in a clearing price of £27.10/kW/pa for the 2029/2030 delivery year. This clearing
price is in line with the average CM T-4 auction prices over the past number of years, with the exception of
2024 and 2025 which were higher. After adjusting for inflation, the contract is estimated to yield c.
£30/kW/year (c. £217,400 per annum) in the year of delivery. Pyebridge now holds seven uninterrupted
1-year CM contracts up to 2030. Total contracted CM income across all CM agreements equals £1,924,108.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
80
• During January 2026, 5,000,000 Cash Warrants were exercised, and the Company accordingly issued fully
paid Ordinary shares.
• As announced on 9 March 2026 QDE has signed a binding definitive investment agreement (the "Investment
Agreement") with Power Balancing Services Ltd ("PBS") which fully funds the construction capex of its
Bordesley 5 MW flexible generation power project, at project SPV level.
• As announced on 9 February 2026, to fund QDE's capital requirements for the construction of Bordersley,
an acceleration capital funding (the "Acceleration Capital") has been undertaken to support the expeditious
completion. QDE has existing sufficient cash reserves to support the Company's working capital
requirements, and therefore the Acceleration Capital use of proceeds is solely intended to provide capital
to increase QDE's MWs in production. The Acceleration Capital raised £1,165,000 gross via the issue of
46,600,000 new ordinary shares at an issue price of 2.5p per new ordinary share.
• Post reporting period, on 29 April 2026, the Company raised gross proceeds of £500,000 via the issue of
19,230,770 new ordinary shares at an issue price of 2.6p per new ordinary share.
• As announced on 29 April 2026, the Company received a section 519 of the Companies Act 2006 notification
of the resignation of Crowe UK LLP as auditors of the Company. Following the resignation, the Company is
temporarily suspended of its listing from the Official List and from trading on the London Stock Exchange
as required under UKLR 21.3. On 2 June 2026 the Company finalised the formal appointment of Parker
Russell UK LLP as the statutory auditor to the Company under section 489(3) of the Companies Act 2006.
The above are non-adjusting events per IAS 10 as they arose after the reporting date and do not require
adjustment to the financial statements.
27. Going concern
Going Concern
The financial results have been prepared on the going concern basis that contemplates the continuity of normal
business activities, the realisation of assets and the settlement of liabilities in the normal course of business.
In performing the going concern assessment, the Board considered various factors, including the availability of cash
and cash equivalents, data relating to working capital requirements for the foreseeable future, cashflows from
operational activities, available information about the future, the possible outcomes of planned events, changes in
future conditions, geopolitical events (e.g. escalation of the Israel-Iran conflict), and the responses to such events
and conditions that would be available to the Board.
The Board has, inter alia, considered the following specific factors in determining whether the Group is a going
concern:
• The total comprehensive loss for the year of £1,518, 682 compared to £1,097,433 for the preceding 12
month-financial period. The majority of the increase in loss for the year comprises non-recurring, non-cash
items, principally the employee share option scheme £157,181, and the derecognition of subsidiary
(£110,968) during the year (note 4).
• Cash and cash equivalents available to the Group in the amount of £1,436,943 (2024: £146,446) in order to
pay its creditors and maturing liabilities in the amount of £255,130 (excluding the loan facilities owing to
RiverFort).
• QDE and Pyebridge has a secured funding facility of up to GBP 4 million from RiverFort, of which the
Company has drawn £2,769,297. The main focus of the facility is to overhaul the Pyebridge gensets to enable
the site to generate at its full efficiency and income potential. The current outstanding balance is £2,203,715
following repayments totalling £989,969. The loan is being reprofiled, subsequent to year-end both parties
signed a Heads of Terms according to which the repayment date is 12 months after the date of this report.
• Pyebridge, the Group’s operational 8.1 MW flexible-generation facility, is profitable and cash-flow positive,
generating net cash contributions that support the Group’s working capital requirements and the servicing
of the RiverFort facility.
QUANTUM DATA ENERGY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
81
• Whether the Group has available cash resources, or equivalent short term funding opportunities in the
foreseeable future, to deploy in developing and growing existing operations or invest in new opportunities.
• On 20 March 2025, the Company announced it has signed a binding definitive investment agreement (the
"Investment Agreement") with Powertree (Holdings) Ltd ("Powertree"). Under the Investment
Agreement, Powertree will invest up to £5,000,000 into QDE's Hindlip project (the "Investment
Consideration"), resulting in the Hindlip project being fully funded.
• Post reporting period, on 9 March 2026, the Company announced that it has signed an Investment
Agreement with Power Balancing Services Ltd (“PBS”) to develop and construct the Bordersley 5 MW site.
PBS will invest up to £1.75m and QDE will invest up to £1m.
• Post reporting period, on 29 April 2026, the Company raised gross proceeds of £500,000 via the issue of
19,230,770 new ordinary shares at an issue price of 2.6p per new ordinary share.
The Directors have evaluated the Group’s liquidity requirements to confirm the Group has adequate cash resources
to continue as a going concern for the foreseeable future. Considering the net current liability position, the Directors
have reviewed financial projections to 30 November 2027 which include estimates and assumptions regarding the
future revenues and costs and timing of these. The financial projection includes profit generated by the Pyebridge
engines based on actual previous performance and the signed capacity market contracts income.
Based on the cash flow forecast the group experiences cash surplus for 14 months throughout the forecast period,
up to July 2027. In July 2027 a positive cash balance of £513k is forecast. The 18 month forecast ends with a shortfall
of c. £1.8 million at the end of November 2027. The reason for the shortfall is the repayment requirement of the
Pyebridge loan facility, assuming an unlikely scenario where a repayment extension cannot be negotiated with the
lender. The cashflow forecast is reliant on the current cash balance of the Group, successful electricity generation
by Pyebridge, as well as loan repayments through either conversions or cash. Unforeseen challenges with the
aforementioned may cause a risk that the Company may not be able to meet its current liabilities without another
cash injection. In the event that further funding cannot be secured, the Group may experience cash shortfalls from
Aug 2027. The directors are in negotiations with funders and lenders to upgrade and/or develop the sites as per the
business model of the Company.
In response to the net current liability position and to address future cashflow requirements, detailed liquidity
improvement initiatives have been identified and are being pursued, with their implementation regularly monitored
in order to ensure the Group is able to ensure any liquidity constraints do not occur in the foreseeable future. Cost
saving measures on operational expenditure remains a focus for the Board.
The Group has identified the below options to manage the liquidity risk of the Group ongoing basis:
• Successful conclusion of current funding opportunities of the Group with strategic funders regarding the
funding of specific projects and/or the business.
• Raising of further medium term working capital and project capex funding, by way of capital placings. The
company’s corporate broker confirmed commitment and an expectation to be able to raise the needed
capital for the project investments. This additional funding is only needed when expanding the capital
portfolio, the current cash and cash equivalents are sufficient to cover current working capital requirements
as explained above.
• Obtaining debt funding or other funding instruments such as credit loan notes to fund QDE projects.
• Successful cash generation from the Pyebridge power-generation facilities in order to achieve net-cash
positive contributions toward the debt repayment.
• Successful extension of the Pyebridge loan facility repayment when it falls due later in 2027.
Although there is no guarantee, the Directors have a reasonable expectation that the Group will be able to raise
further financing to support its ongoing development and commercialisation activities and continue in operational
existence for the next 12 months, from date of sign off of these financial statements. The directors have concluded
that the combination of these circumstances represents a material uncertainty that casts a significant doubt upon
the Group’s ability to continue as a going concern and that, therefore, the Group may be unable to realise its assets
and discharge its liabilities in the normal course of business. As the Board is confident it would be able to successfully
implement the above responses, it has adopted the going concern basis of accounting in preparing the consolidated
financial statements.