QED Quadrise Plc

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

24 March 2025

Quadrise Plc
("Quadrise" or the "Company")

Interim Results and Investor Presentation

Quadrise Plc (AIM: QED), the transition technology provider for a cleaner planet, announces its unaudited interim results for the six months ended 31 December 2024 ("H2 2024") and provides an update on developments during the first quarter of 2025.

Chairman Andy Morrison, CEO Jason Miles and CFO David Scott will provide a live presentation relating to the interim results via the Investor Meet Company platform on 25 March 2025 at 12:00 noon GMT - registration details are outlined below. 

FINANCIAL SUMMARY

·    £6.5 million (before costs) raised in January 2025 through a successful placing and retail offer, increasing cash reserves to £7.1 million at 28 February 2025 (31 December 2024: £1.4 million, 31 December 2023: £1.7 million).

·    H2 2024 loss after tax of £1.7 million (H2 2023: £1.7 million). This includes production and development costs of £0.8 million (H2 2023: £0.9 million) and administration expenses of £0.9 million (H2 2023: £0.7 million).

·    Total assets of £5.2 million at 31 December 2024 (31 December 2023: £5.4 million).

BUSINESS SUMMARY

The Company's strategy is to generate demand within the shipping industry and other sectors, while stimulating the supply of its fuels around global marine bunkering hubs. The Company's projects are designed to fulfil this strategy, with progress in each of these during the period outlined as follows:

Decarbonisation of shipping: MSC

·    In November 2024, a Collaboration and Operational Trial Agreement was signed with MSC and Cargill, committing the parties to complete trials on board an MSC vessel to obtain a Letter of No Objection ('LONO') from engine manufacturer Wärtsilä upon success.

·    Work is now well underway to prepare the Quadrise trial equipment ahead of installation and commissioning at the MAC² terminal in Antwerp, Belgium in Q2 2025. In parallel, bilateral agreements between Quadrise, and Cargill and MAC² respectively, are expected to be concluded soon.

·    The operational trial is planned to commence in Q2 2025. It will comprise an initial Proof of Concept period using MSAR^® and then bioMSAR™ for performance baseline tests, followed by 4,000 hours of operation (approximately 6-8 months) on bioMSAR™ in order to obtain the LONO.

Supporting projects: Establishing a global supply network

·    Morocco:  Preparations are underway for a commercial MSAR^® trial at a new site location at OCP's Jorf Lasfar facility, planned to commence in Q2 2025. OCP and Quadrise are also exploring new fuel applications at other OCP sites. The OCP Letter of Intent is facilitating Quadrise discussions with potential MSAR^® suppliers upon successful trial completion at Jorf Lasfar.

·    Central America: A Material Transfer and Trial Agreement was signed in December 2024 with Sparkle Power SA in Panama, to trial MSAR^® and bioMSAR™ at their 50MW El Giral power plant. Preparations are now underway for the Q2 2025 trial, with a successful trial expected to lead to a Fuel Supply Agreement and to facilitate discussions with other regional power producers who currently use fuel oil.

·    Utah: In January 2025, Quadrise and Valkor amended their 2023 Site License and Supply Agreement, with Valkor committing to a $1 million license fee along with staged payments in exchange for the provision of Quadrise equipment and services. During recent months Valkor have optimised pilot processing of produced oil and a sample has been shipped to QRF for testing to progress US marketing.

Product development: bioMSAR™ and bioMSAR™ Zero

·    bioMSAR testing on blends including B30 biofuel and 67% B50 biofuel showed improved engine efficiency and reduced NOx and CO2 reductions when compared to diesel.

·     Quadrise is advancing joint development with BTG Bioliquids BV and Vertoro BV to develop bioMSAR™ blends using pyrolysis sugars and crude sugar oil respectively. A pilot and engine test programme on bioMSAR™ Zero is planned, with sea-testing expected in 2025 with Focus Motor Yachts.

OUTLOOK

Energy economics, environmental concerns, and tightening emissions regulations continue to drive the case for the adoption of MSAR^® and bioMSAR™ fuels. With the International Maritime Organization ('IMO') expected to mandate lower greenhouse gas ('GHG') intensity fuels and to introduce a global maritime emissions pricing mechanism to achieve net-zero by 2050, Quadrise is well placed to capitalise. The Company's drop-in fuel solutions enable existing fleets and thermal energy systems to decarbonise with minimal investment, extending asset life while cutting costs and emissions.

The remainder of calendar year 2025 is set to be an important period for Quadrise, with the installation and commissioning of trial equipment at MAC² paving the way for operational vessel trials with MSC and Cargill aboard the MSC Leandra V as a precursor to the conclusion of commercial agreements.

Meanwhile, the commercial trial at OCP's Jorf Lasfar site and the MAN diesel engine trial at Sparkle Power in Panama are both planned to commence before the financial year-end with each expected to lead to a commercial supply contract upon success. Marketing efforts with low-sulphur, lower-carbon MSAR^® are also expected to commence following the lab testing programme on Valkor's heavy sweet oil samples, with equipment delivery to Utah after the Sparkle trial to enable supply to potential clients.

With strong market fundamentals, tightening regulations, and growing end-user demand for cost-effective decarbonization solutions, the business case for MSAR^® and bioMSAR™ has never been stronger.

Jason Miles, Chief Executive Officer of Quadrise, commented:

"H2 2024 and the beginning of 2025 marked a step change for Quadrise as we achieved key milestones, enabling the Company to raise gross proceeds of £6.5 million in January via a successful and oversubscribed placing and retail offer. These funds provide the Company with the flexibility to enhance delivery and prepare for accelerated scale-up of Quadrise technology in marine and other sectors.

"Quadrise's technology offering is strategically positioned at a crucial moment for the marine industry. New EU regulations and IMO measures will accelerate decarbonisation in the shipping sector, creating new opportunities for efficiency improvements and sustainable biofuels, and the commercial use of MSAR^® and bioMSAR™.

"Today the industry needs practical, scalable, and cost-effective solutions for immediate emissions reductions. Quadrise is well positioned to meet this need, offering drop-in fuel solutions for existing fleets with minimal investment and offering extended asset life with reduced costs and emissions.

"Our progress over the period underscores the scale of the opportunity ahead. Our focus now is on project execution in the short term, whilst also preparing for rapid expansion. The board and management are fully committed to this mission, and we appreciate the ongoing support of our shareholders in seeking to shape a cleaner and prosperous future."  

Investor Presentation via Investor Meet Company.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via the Investor Meet Company dashboard up until 25 March 2025 at 09:00 GMT, or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet Quadrise via: https://www.investormeetcompany.com/quadrise-plc/register-investor

Investors who already follow Quadrise on the Investor Meet Company platform will automatically be invited.

For additional information, please contact:

About Quadrise

Quadrise is the supplier of MSAR^® and bioMSAR™ emulsion technology, fuels and biofuels, providing innovative solutions to reduce energy costs and greenhouse gas emissions today for clients in the global shipping, power generation, industrial and refining industries. Learn more at: www.quadrise.com

Chair's Statement

The six-month period ending 31 December 2024 marked a turning point for Quadrise, with key operational milestones achieved. This momentum carried into 2025, with gross proceeds of £6.5 million raised in January via a successful placing and retail offer to provide the Company with the resources required to continue to advance this progress, de-risk operational delivery and prepare for accelerated scale-up of Quadrise technology in marine and other sectors.

Following the fundraise, we welcomed Tony Foster to the board as a non-executive director. Tony brings a wealth of shipping sector experience, networks and growth-company expertise to the table. Vitally, he brings marine regulatory insights and the voice of the customer direct to the Quadrise boardroom. We also welcomed Dr Linda Sørensen to the management team as Head of Marine. Based in Oslo, Norway, Linda brings considerable knowledge of shipping operations and adds management bandwidth to our business development and marine sector marketing activities.

Our technology offering is well-positioned at a crucial moment for the marine industry. In April, the IMO's Marine Environment Protection Committee (MEPC) is expected to adopt measures which will phase in the mandatory use of fuels with less greenhouse gas ('GHG') intensity and introduce a global maritime GHG emissions pricing mechanism. We anticipate that these measures will accelerate decarbonisation in the shipping sector, creating new opportunities for low-carbon fuel and sustainable biofuels such as MSAR^® and bioMSAR™. We will monitor developments closely, particularly regarding biomass regulations, to ensure our strategy aligns with emerging compliance frameworks.

With vessel lifetimes often exceeding 20 years, shipowners need cost-effective, scalable solutions to ensure decarbonisation compliance across their existing fleets. We have had markedly increased levels of enquiries from shipowners on the back of the confirmation of our forthcoming trials with MSC and Cargill. We look forward to being able to share further developments once negotiations progress to the agreements stage.

As we set out in our December 2024 Sustainability Report, our bioMSAR™ development programme continues to refine Quadrise solutions to offer low and net-zero carbon solutions that can be scaled without costly port infrastructure upgrades or introducing chemical hazards to onboard operations. Progress with bioMSAR™ Zero (containing 100% biofuel) has been hugely encouraging to date and has further raised awareness of our technology as we expand our business network of potential customers, feedstock suppliers and technology partners.

A further significant milestone was reached in January 2025 with the announcement of an addendum to our Site Licence Agreement with Valkor in Utah, which included the Company's first commercial licence revenues. This milestone marks the transition of Quadrise to a revenue-generating business, enabling the Company to offer trading updates and results guidance in future and facilitating the publication of more comprehensive broker analysis.

While challenges remain, our progress over the period underscores the scale of the opportunity ahead. Our focus now is on execution-delivering in the short term while preparing for rapid expansion. The board and management are fully committed to this mission, and we are pleased to have you with us on this journey.

Financial Position

At 31 December 2023 the Group had a cash balance of £1.4m. In January 2025, the Group raised additional gross proceeds of £6.53 million, £4.53 million via a Placing and Subscription, and £2.0m via a Retail Offer to existing shareholders.  Cash reserves at 28 February 2025 stood at £7.1m.

The Group recorded a loss of £1.7 million for the six months to 31 December 2024 (H2 2023: £1.7 million). This included production and development costs of £0.8 million (H2 2023: £0.9 million) and administration expenses of £0.9 million (H2 2023: £0.7 million).

The basic and diluted loss per share was 0.10p (H2 2023: 0.11p).

The Group's total assets amounted to £5.2 million as at 31 December 2024 (£5.4 million as at 31 December 2023). In addition to the cash and cash equivalents, this included fixed tangible assets (mainly plant and equipment) of £0.4 million and MSAR^® trade name of £2.9 million.

The Group has tax losses arising in the UK of approximately £64.7 million (2023: £62.0 million) that are potentially available to be carried forward against future profits.

Andy Morrison

Non-executive Chair

21 March 2025

Chief Executive's Statement

The Energy Transition Opportunity

The shipping industry, responsible for 3% of global GHG emissions, faces pressure to decarbonise. The maritime sector energy transition is accelerating, driven by ambitious targets set by the European Union and the International Maritime Organization (IMO). The IMO's Marine Environment Protection Committee (MEPC) is expected to introduce measures mandating lower GHG intensity fuels and a global maritime GHG emissions pricing mechanism, aiming for net-zero GHG emissions by 2050.

Meanwhile, global trade flows and dynamics are evolving, with proposed U.S. tariffs potentially reshaping shipping patterns and increasing operating costs for Chinese-built ships calling at U.S. ports. If sanctioned, this could impact over 30% of the global shipping fleet and more than 70% of new builds.

Long-term marine fuel solutions such as green ammonia, methanol and hydrogen face safety and infrastructure challenges, as well as high costs. The industry needs practical, scalable, and cost-effective solutions for immediate emissions reductions. Quadrise is well positioned, offering drop-in fuel solutions for existing fleets with minimal investment and offering extended asset life with reduced costs and emissions.

Our patented blending technology produces MSAR^® and ISCC certified bioMSAR™ fuels, reducing CO2 and NOx emissions, and energy costs. MSAR^® lowers CO2 by up to 10%, while bioMSAR™ achieves over 25% less CO2 than standard marine fuels. Both fuels reduce NOx emissions by at least 20%, and consumer energy costs by 10% compared with comparable marine fuels and biofuels.

Our modular container-size fuel systems are ready for rapid deployment, providing immediate economic and environmental benefits. Each blending module can manufacture both MSAR^® and bioMSAR™, offering a lower-cost solution and the opportunity to transition to sustainable biofuels.

Key Project Delivery

The execution of our projects is accelerating. Our focus during 2025 is on the completion of the trials and commercial agreements that will showcase MSAR^® and bioMSAR™ technology deployment and entry into the commercial phase with major clients.

Decarbonisation of Global Shipping: MSC & Cargill

The Company's flagship project with MSC Shipmanagement Ltd (MSC), the world's largest shipping container fleet operator, aims to demonstrate the viability of Quadrise fuels in decarbonising shipping. The project involves trials of MSAR^® and bioMSAR™ fuels on the MSC Leandra V vessel, leading to commercial supply to MSC. During the trial, Cargill NV will supply the fuel oil and sustainable glycerine feedstocks, handle bunkering operations and supply the fuel from the MAC² terminal in Antwerp, Belgium.

Bilateral agreements with each partner are in final form and expected to be concluded soon. Our terminal blending equipment is in the final stages of preparation and testing for delivery and installation in Antwerp next month. The commercial-scale trial is expected to consume around 10,000 tonnes of Quadrise fuels. Once satisfactory progress is demonstrated during the vessel trial, MSC, Cargill, and Quadrise intend to conclude long-term commercial agreements for bioMSAR™ supply.

Quadrise is developing partnerships with other shipping and marine technology companies to accelerate the commercialisation of bioMSAR™ and MSAR^®, using its facilities in the Antwerp terminal, and by establishing similar supply points in major marine bunker hubs.

In preparation for scaling the business, Quadrise signed a Collaboration Agreement with Auramarine of Finland in November 2024. Auramarine are known for their international presence and expertise in marine fuel systems. As well as engineering expertise, the collaboration is expected to deliver new sales opportunities, including deployment of the Quadrise patented "blend-on-board" solution for tankers and other vessels that do not operate on regular routes.

Supporting projects: Establishing a global supply network

The availability of MSAR^® and bioMSAR™ in major marine hubs will be important for the scaling up of the Company's commercial decarbonisation strategy.  

In Morocco, our project with OCP SA aims to establish MSAR^® supply in the Mediterranean. A Commercial Framework Agreement was signed in May 2024 for a 30-day paid trial at OCP's Jorf Lasfar site, as a precursor to commercial supply. Following changes in scheduling, OCP switched to an alternative production line and kiln for the trial, requiring the relocation of Quadrise equipment in the site. The trial is now expected to commence in Q2 2025 and joint planning is underway.

As part of the May 2024 agreement, OCP provided a Letter of Intent for long-term commercial supply of MSAR^® upon successful trial completion. Quadrise has been able to use this to facilitate discussions with potential supply clients and licensees, and shipping companies such as MSC.

In Panama, Quadrise aims to establish a regional supply base for MSAR^® and bioMSAR™. An agreement was signed in December 2024 with Sparkle Power SA, a Panamanian power generator, for a trial at its 50MW El Giral power plant. Under this agreement, Quadrise will instal a 5-tonne-per-hour multi-fuel manufacturing unit ("MMU") to produce MSAR^® and bioMSAR™ for a short trial on-site, supplying power to the Panama electricity grid. This marks the first test on a MAN 4-stroke diesel engine, expanding our application experience with this significant engine manufacturer. Preparations are well underway for trial delivery during Q2 2025.

A successful trial expected to lead to an MSAR^® supply agreement with Sparkle and further opportunities within the region. The MMU to be used for the Panama trial is then scheduled to be shipped to Valkor in Utah.

Quadrise continues to work towards creating a Southeast Asia supply point.

Upstream: Lower Carbon-Intensive Fuels

Our project with Valkor in Utah, USA, aims to supply low sulphur MSAR^® and bioMSAR™ fuels to the marine and power sectors. Valkor have interests in several projects at the Asphalt Ridge site in Utah and expect to be able to provide commercial volumes of heavy oil for conversion to bioMSAR™ and MSAR^® later in 2025, to facilitate site trials by potential customers. Upon success, these would then lead to commercial fuel supply.

The oil extracted by Valkor has lower carbon intensity and very low sulphur content, so is expected to comply with International Maritime Organisation regulations for low sulphur marine fuels once converted to MSAR^® or bioMSAR™, without the need for carbon-intensive refining.

In January 2025 Quadrise and Valkor agreed to an addendum to the 2023 Site License and Supply Agreement, under which Valkor have agreed to pay Quadrise:

-       A license fee of $1.0 million, with an initial payment of $0.35 million and the balance of $0.65 million by December 2025.

-       $0.2 million for the supply of a 5-tonne-per-hour MMU, with an additional $0.3 million due upon supply of a full-size 6,000 bpd MMU.

-       A quarterly payment of $75,000 from Q2 2025 for engineering, process design, commissioning services, site operations, compliance support and project development support services for a minimum of two years.

During the last six months, Valkor have been optimising their pilot plant operation to maximise the quality of the produced oil, and have recently shipped a representative sample to Quadrise for analysis, and bioMSAR™ and MSAR^® formulation. Fuel marketing to marine and power consumers will commence once test results confirm product quality and supply costs. Quadrise expects to share in the profits of future commercial agreements.

bioMSAR™ and bioMSAR™ Zero development

The Company's pioneering biofuel development programme aims to provide sustainable, efficient, and user-friendly biofuels for the marine and energy sectors, addressing key decarbonisation challenges. The goals include:

-       Ensuring adaptability to blend various sustainable biofuel feedstocks.

-       Delivering a commercially viable bioMSAR™ Zero (B100) solution before 2030 to comply with future greenhouse gas emission regulations.

In the period under review, significant progress was made:

-       Testing bioMSAR™ blends with B30 biofuel showed over 38% CO2 reductions, 3-7% enhanced diesel engine efficiency, and 43-59% NOx emission reductions compared to diesel.

-       Developing bioMSAR™ Zero, combining 100% waste-based methyl esters and glycerine, resulted in 85% lower CO2 emissions, 9-10% engine efficiency improvements, and 18% NOx reduction compared to diesel.

-       Testing bioMSAR™ formulations with 67% B50 biofuel and 33% water showed 39% lower CO2 emissions, 7-8% engine efficiency improvements, and 29% NOx reduction compared to diesel.

Quadrise is advancing joint development with BTG Bioliquids BV and Vertoro BV to develop bioMSAR™ formulations using pyrolysis sugars and crude sugar oil (CSO™) respectively. A pilot and engine test programme on bioMSAR™ Zero is scheduled, with sea-testing expected later in 2025 with Vertoro and Focus Motor Yachts.

Outlook for 2025 and Beyond

Market and regulatory trends are creating a favourable environment for Quadrise. New environmental regulations, especially in Europe, such as the EU ETS and 'Fit-for-55', are expected to boost biofuel use and technology investment in the shipping sector. As conventional biofuels like biodiesel and renewable diesel face growing demand from other sectors, the need for lower-cost, widely available non-conventional biofuels is likely to rise. These trends, combined with the use of cheaper non-conventional waste-based biofuel feedstocks such as glycerine, should enhance the attractiveness of bioMSAR™ for end-users.

The continued development of bioMSAR™ and net-zero fuel solutions opens exciting opportunities to deploy the unique Quadrise emulsion technology, helping partners and clients achieve a cleaner future at a lower cost, and with a shorter time to market.

With an expanding project pipeline and a growing partner network, momentum is building and Quadrise is ready to play a key role in accelerating the global energy transition. We have taken some important steps during the last six months and much more remains to be done. The Quadrise team are thankful for the support of our loyal and enthusiastic shareholders during this exciting time for the Company.

Jason Miles

Chief Executive Officer

21 March 2025

Consolidated Statement of Comprehensive Income

For the 6 months ended 31 December 2024

Consolidated Statement of Financial Position                               

As at 31 December 2024                                                                                                                  

Consolidated Statement of Changes in Equity

For the 6 months ended 31 December 2024

Consolidated Statement of Cash Flows

For the 6 months ended 31 December 2024

Notes to the Group Financial Statements

1.     General Information

Quadrise ("QED", "Quadrise", or the "Company") and its subsidiaries (together with the Company, the "Group") are engaged principally to develop markets for its proprietary emulsion fuels, MSAR^® and bioMSAR™ as low-cost, more environmentally friendly substitutes for conventional heavy fuel oil for use in power generation plants, industrial and upstream oil applications, and marine diesel engines. The Company's ordinary shares are quoted on the AIM market of the London Stock Exchange.

QED was incorporated on 22 October 2004 as a limited company under UK Company Law with registered number 05267512. It is domiciled and registered at Eastcastle House, 27-28 Eastcastle Street, London, W1W 8DH.

Risks and uncertainties

The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Company's medium term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's 30 June 2024 Annual Report and Financial Statements, a copy of which is available on the Company's website: www.quadrise.com.

Critical accounting estimates

The preparation of interim accounts requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in Note 2.4 of the Group's 30 June 2024 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period.

2.     Summary of Significant Accounting Policies

2.1    Basis of Preparation

The financial information contained in this results announcement has been prepared on the basis of the accounting policies set out in the statutory financial statements for the year ended 30 June 2024. Whilst the financial information included in this announcement has been prepared in accordance with the recognition and measurement requirements of UK-adopted international accounting standards and the requirements of the Companies Act 2006, this announcement does not itself contain sufficient disclosures to comply with IFRS. The financial information does not constitute the Group's statutory financial statements for the years ended 30 June 2024 or 30 June 2023, but is derived from those financial statements. Financial statements for the year ended 30 June 2024 have been delivered to the Registrar of Companies and those for the year ended 30 June 2025 will be delivered following the Company's Annual General Meeting. The auditors' report on both the 30 June 2024 and 30 June 2023 financial statements were unqualified and did not contain statements under section 498 (2) or (3) of the Companies Act 2006. The auditors' reports on the 30 June 2024 and 30 June 2023 financial statements did draw attention to a material uncertainty related to going concern.

These unaudited interim accounts have been prepared in accordance with AIM Rules. In preparing this report, the group has adopted the guidance in the AIM Rules for interim accounts which do not require that the interim condensed group financial statements are prepared in accordance with IAS 34 "Interim financial reporting".

The interim accounts for the six months ended 31 December 2024 were approved by the Board on 21 March 2025.

The directors do not propose an interim dividend.

2.2   Going Concern

As at 31 December 2024 the Group had a cash balance of £1.4m. In January 2025, the Group raised additional gross proceeds of £6.53 million, £4.53m via a Placing and Subscription, and £2.0m via a Retail Offer to existing shareholders.  

The funds raised, together with the existing cash balance, are anticipated to be sufficient for the Group to achieve commercial revenues and sustainable positive cashflows, which are expected to begin in Q3 2026. This expectation is based on the Group's business model, budget, business plan, and sensitivity analysis, all of which have been reviewed and approved by the Board. The business model outlines projected Group cashflows through to 30 June 2033, while the budget and business plan provide a detailed outlook for the next two financial years.

The model incorporates financial projections for each project opportunity considered to have a realistic likelihood of progressing, taking into account assumptions regarding (i) the chosen operating model (licensing, tolling, or merchant), (ii) the equity stake held in each venture, (iii) costs related to chemicals and equipment, (iv) margins, and (v) growth rates. These assumptions are informed by the latest market intelligence, agreements with counterparties, and the current status of discussions. Consequently, the Directors have a reasonable basis to believe that the Group's portfolio of projects and business opportunities will generate commercially sustainable revenues in the near future.

The Directors highlight the ongoing strong levels of engagement with partners, potential clients, and project stakeholders worldwide during the period, following the signature of key agreements including those with MSC, Cargill, Valkor and Sparkle as outlined in the Chief Executive's statement. The Directors believe that the economic and environmental benefits of MSAR® and bioMSAR^TM are becoming increasingly compelling, particularly in times of global uncertainty, as counterparties seek both cost savings and enhanced environmental performance.

Based on the rationale for the key assumptions outlined above, the Directors have therefore made the judgement that the financial statements should be prepared on a going concern basis.

3.     Share Option charge

On 1 August 2024, the Company granted a total of 13,880,000 options (the 'Performance Options') over new ordinary shares of 1p each in the Company executives and employees of the Company in accordance with the provisions of the Company's Enterprise Management Incentive Plan ("EMI Plan") and the Company's Unapproved Share Option Plan 2016 ("2016 Plan"). The issue of these options follows the lapsing in full of the 13,500,000 options issued by the Company on 3 August 2023 due to the specific performance conditions of those options not having been met. 7,500,000 of the Performance Options were granted to Jason Miles, Chief Executive Officer of the Company.

The Performance Options have an exercise price of 2.5p, and will vest as to 50% on the first anniversary of grant and the remaining 50% shall vest on the second anniversary of the date of grant. All vestings are subject to the satisfaction of specific performance conditions prior to the first anniversary of grant. The Performance Options will be exercisable from vesting until the eighth anniversary of the date of grant.

Additional Options

On 1 August 2024 Quadrise also granted 6,000,000 options over new ordinary shares of 1p each in the Company to Non-Executive Directors of the Company in accordance with the provisions of the 2016 Plan in the amounts set out below (the "Additional Options"). 

The Additional Options have an exercise price of 2.5p. There are no performance conditions to the vesting of the Additional Options, which will vest as to 50% on the first anniversary of grant and the remaining 50% shall vest on the second anniversary of the date of grant. The Additional Options will be exercisable from vesting until the eighth anniversary of the date of grant.

Nominal Value Options

On 1 August 2024, the Company granted a total of 4,195,804 nominal value options ('NVOs') over new ordinary shares of 1p each in the Company to executives and employees in accordance with the provisions of the EMI Plan. 

These Options have an exercise price of 1p, and will vest after 12 months from the date of grant, with vesting not subject to performance conditions. The NVOs will be exercisable from vesting until the tenth anniversary of the date of grant.

The Share Option Schemes are equity settled plans, and fair value is measured at the grant date of the option. Options issued under the Schemes vest over a one-to-three-year period provided the recipient remains an employee of the Group. Options also may be exercised within one year of an employee leaving the Group at the discretion of the Board.

The share option charge for the period was £118k (2023: £157k).

4.     Loss Per Share

The calculation of loss per share is based on the following loss and number of shares:

Basic loss per share is calculated by dividing the loss for the period from continuing operations of the Group by the weighted average number of ordinary shares in issue during the period.

For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potential dilutive options and warrants over ordinary shares. Potential ordinary shares resulting from the exercise of share options and warrants have an anti-dilutive effect due to the Group being in a loss position. As a result, diluted loss per share is disclosed as the same value as basic loss per share.

The 64.0 million exercisable share options issued by the Company and which are outstanding at the period-end could potentially dilute earnings per share in the future if exercised when the Group is in a profit-making position.

5.     Property, Plant and Equipment

6.     Lease Obligations

The Group follows IFRS 16 with respect to its leases, whereby the Group recognises right-of-use assets and lease liabilities for all leases on its balance sheet. Quadrise Plc and Quadrise International Limited have agreements for the lease of the Group head office and the Quadrise Research Facility respectively, to which IFS 16 has been applied.

Additions to right of use assets during the financial year were £nil (2023: £276k)

Provision for lease dilapidations

The Group and Company are required to restore the leased premises of its head office and research facility to their original condition at the end of the respective lease terms. A provision has been recognised for the present value of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the cost of leasehold improvements and are amortised over the shorter of the term of the lease and the useful life of the assets.

Amounts recognised in the statement of comprehensive income relating to leases:

7.     Intangible Assets

Intangibles comprise intellectual property with a cost of £36.69m, including assets of finite and indefinite life. QCC royalty payments of £7.69m and the MSAR^® trade name of £3.10m are termed as assets having indefinite life as it is assessed that there is no foreseeable limit to the period over which the assets are expected to generate net cash inflows for the Group. The assets with indefinite life are not amortised. The remaining intangibles amounting to £25.90m, primarily made up of technology and know-how, are considered as finite assets and are now fully amortised. The Group does not have any internally generated intangibles.

The Group tests intangible assets annually for impairment, or more frequently if there are indications that they might be impaired. As at 30 June 2024, the QCC royalty payments asset and the technology and know-how asset were fully impaired and the MSAR^® trade name asset had a net book value of £2.924m. For the six-month period to 31 December 2024, there was no indication that the MSAR^® trade name asset may be impaired.

As a result, the Directors concluded that no impairment is necessary for the six-month period to 31 December 2024.

8.     Related Party Transactions

QED defines key management personnel as the Directors of the Company. Other than the issuance of share options to Directors (note 3) there are no transactions with Directors other than their remuneration.

9.     Prior year restatement

Under IFRS 16, the disclosures and accounting treatment of leases required under this standard should have been adopted for the period ended 31 December 2023. The comparative figures for the year ended 31 December 2023 have been therefore been restated to reflect the correct accounting treatment.. Each of the affected financial statement line items for the prior periods has been restated as follows:

10.   Events After the End of the Reporting Period

On 24 January 2025 the Company raised total gross proceeds of £4.53 million pursuant to a Placing and Subscription of 151,000,000 New Ordinary Shares at a price of 3.0 pence per share. On 31 January 2025, additional gross proceeds of £2.0 million were raised from a Retail Offer to qualifying shareholders for a total of 66,666,666 New Ordinary Shares at a price of 3.0 pence per share. The Placing, Subscription and subsequent Retail Offer raised a total of £6.53 million (before expenses) for the Company.

11.   Copies of the Interim Accounts

Copies of the interim accounts are available on the Company's website at www.quadrise.com.