Document and Entity Information
Document and Entity Information | 12 Months Ended |
Sep. 30, 2023 shares | |
Statements [Line Items] | |
Entity Registrant Name | Arqit Quantum Inc. |
Entity Central Index Key | 0001859690 |
Document Type | 20-F |
Document Period End Date | Sep. 30, 2023 |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-40777 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Nova North |
Entity Address, Address Line Two | 7 Floor |
Entity Address, Address Line Three | 11 Bressenden Place |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | SW1E 5BY |
Entity Address, Country | GB |
Current Fiscal Year End Date | --09-30 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Common Stock, Shares Outstanding | 163,554,269 |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Auditor Name | PKF Littlejohn LLP |
Auditor Firm ID | 2814 |
Auditor Location | London, England |
Business Contact [Member] | |
Statements [Line Items] | |
Contact Personnel Name | David Williams |
Entity Address, Address Line One | Nova North |
Entity Address, Address Line Two | 7 Floor |
Entity Address, Address Line Three | 11 Bressenden Place |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | SW1E 5BY |
Entity Address, Country | GB |
City Area Code | +44 |
Local Phone Number | 203 91 70155 |
Ordinary shares | |
Statements [Line Items] | |
Title of 12(b) Security | Ordinary shares |
Trading Symbol | ARQQ |
Security Exchange Name | NASDAQ |
Warrants | |
Statements [Line Items] | |
Title of 12(b) Security | Business Combination Warrants |
Trading Symbol | ARQQW |
Security Exchange Name | NASDAQ |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Consolidated Statement of Comprehensive Income | |||
Revenue | $ 640,000 | $ 7,212,000 | $ 48,000 |
Other income | 53,000 | ||
Administrative expenses | (55,201,000) | (70,977,000) | (14,559,000) |
Impairment loss on trade receivables and contract assets | (12,335,000) | ||
Impairment losses on intangible assets | (17,601,000) | ||
Reverse acquisition expense | (155,459,939) | ||
Nasdaq listing expenses | (2,589,611) | ||
Operating (loss)/profit | (84,444,000) | (63,765,000) | (172,561,000) |
Change in fair value of warrants | 10,638,000 | 117,394,000 | (98,090,000) |
Finance costs | (284,000) | (221,000) | (1,078,000) |
Finance income | 41,000 | ||
(Loss)/profit before tax | (74,049,000) | 53,408,000 | (271,729,000) |
Income tax | 141,000 | ||
(Loss)/profit from continuing operations | (73,908,000) | 53,408,000 | (271,729,000) |
Profit for the year attributable to discontinued operations | |||
Other operating income | 4,986,000 | 12,843,000 | |
Administrative expenses | (1,471,000) | (1,176,000) | |
Profit from discontinued operations | 3,515,000 | 11,667,000 | |
(Loss)/profit for the financial year attributable to equity holders | (70,393,000) | 65,075,000 | (271,729,000) |
Items that may be reclassified to profit or loss | |||
Currency translation differences | (1,567,000) | 3,101,000 | 385,000 |
Total comprehensive (loss)/profit for the year attributable to equity holders | (71,960,000) | 68,176,000 | (271,344,000) |
Total comprehensive (loss)/profit for the year attributable to equity holders arises from: | |||
Continuing operations | (75,475,000) | 56,509,000 | (271,344,000) |
Discontinued operations | 3,515,000 | 11,667,000 | |
Total comprehensive (loss)/profit for the year attributable to equity holders | $ (71,960,000) | $ 68,176,000 | $ (271,344,000) |
Earnings per ordinary share from continuing operations attributable to equity holders | |||
Basic earnings per share, continuing operations | $ (0.5622) | $ 0.4408 | $ (3.9769) |
Diluted earnings per share, continuing operations | (0.5622) | 0.4380 | (3.9769) |
Earnings per ordinary share for the loss attributable to equity holders | |||
Basic earnings per share | (0.5354) | 0.5371 | (3.9769) |
Diluted earnings per share | $ (0.5354) | $ 0.5337 | $ (3.9769) |
Consolidated Statement of Finan
Consolidated Statement of Financial Position - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Non-current assets | |||
Property, plant and equipment | $ 1,963,000 | $ 2,206,000 | $ 199,000 |
Right of use asset | 6,141,000 | 6,139,000 | |
Intangible assets | 3,414,000 | 40,291,000 | 18,235,000 |
Fixed asset investments | 30,000 | 28,000 | 34,000 |
Trade and other receivables | 1,888,000 | 18,565,000 | 5,000,000 |
Total non-current assets | 13,436,000 | 67,229,000 | 23,468,000 |
Current assets | |||
Trade and other receivables | 3,217,000 | 7,677,000 | 3,292,000 |
Cash and cash equivalents | 44,455,000 | 48,966,000 | 86,966,000 |
Assets classified as held for sale | 38,677,000 | ||
Total current assets | 86,349,000 | 56,643,000 | 90,258,000 |
Total assets | 99,785,000 | 123,872,000 | 113,726,000 |
Current liabilities | |||
Trade and other payables | 18,831,000 | 22,655,000 | 17,069,000 |
Lease liabilities | 2,118,000 | 1,154,000 | |
Liabilities classified as held for sale | 5,869,000 | ||
Total current liabilities | 26,818,000 | 23,809,000 | 17,069,000 |
Non-current liabilities | |||
Trade and other payables | 24,000 | 4,183,000 | 2,460,000 |
Lease liabilities | 6,284,000 | 6,681,000 | |
Warrants liability | 6,000 | 10,644,000 | 128,038,000 |
Total non-current liabilities | 6,314,000 | 21,508,000 | 130,498,000 |
Total liabilities | 33,132,000 | 45,317,000 | 147,567,000 |
Net assets/(liabilities) | 66,653,000 | 78,555,000 | (33,841,000) |
EQUITY | |||
Share capital | 16,000 | 12,000 | 11,000 |
Share premium | 137,021,000 | 92,306,000 | 70,999,000 |
Other reserves | 166,804,000 | 166,804,000 | 166,804,775 |
Foreign currency translation reserve | 1,790,000 | 3,357,000 | 256,000 |
Share-based payment reserve | 38,555,000 | 23,216,000 | 303,000 |
Retained earnings | (277,533,000) | (207,140,000) | (272,215,000) |
Total Equity | $ 66,653,000 | $ 78,555,000 | $ (33,841,000) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) | Share Capital | Share premium | CLNs treated as equity | Other Reserves | Foreign currency translation reserve | Share option reserve | Retained Earnings | Total |
Balance at the beginning at Sep. 30, 2020 | $ 1,411,000 | $ (129,000) | $ 135,000 | $ (486,000) | $ 931,000 | |||
Profit / (loss) for the year | (271,729,000) | (271,729,000) | ||||||
Other comprehensive income | 385,000 | 385,000 | ||||||
Total comprehensive (loss)/profit for the year attributable to equity holders | 385,000 | (271,729,000) | (271,344,000) | |||||
Transactions with owners in their capacity as owners: | ||||||||
Share option charge | 168,000 | 168,000 | ||||||
Conversion of convertible loan notes | $ 20,785,000 | $ (1,411,000) | 19,374,000 | |||||
Effect of the capital reorganisation | $ 11,000 | 50,214,000 | $ 166,805,000 | 217,030,000 | ||||
Balance at the end attributable to owners of the company at Sep. 30, 2021 | 11,000 | 70,999,000 | 166,805,000 | 256,000 | 303,000 | (272,215,000) | (33,841,000) | |
Profit / (loss) for the year | 65,075,000 | 65,075,000 | ||||||
Other comprehensive income | 3,101,000 | 3,101,000 | ||||||
Total comprehensive (loss)/profit for the year attributable to equity holders | 3,101,000 | 65,075,000 | 68,176,000 | |||||
Transactions with owners in their capacity as owners: | ||||||||
Share option charge | 22,913,000 | 22,913,000 | ||||||
Earnout shares | 1,000 | (1,000) | ||||||
Exercise of warrants | 21,307,000 | 21,307,000 | ||||||
Balance at the end attributable to owners of the company at Sep. 30, 2022 | 12,000 | 92,306,000 | 166,804,000 | 3,357,000 | 23,216,000 | (207,140,000) | 78,555,000 | |
Profit / (loss) for the year | (70,393,000) | (70,393,000) | ||||||
Other comprehensive income | (1,567,000) | (1,567,000) | ||||||
Total comprehensive (loss)/profit for the year attributable to equity holders | (1,567,000) | (70,393,000) | (71,960,000) | |||||
Transactions with owners in their capacity as owners: | ||||||||
Share option charge | 15,339,000 | 15,339,000 | ||||||
Issue of ordinary shares | 4,163 | 44,715,000 | 44,719,000 | |||||
Balance at the end attributable to owners of the company at Sep. 30, 2023 | $ 16,000 | $ 137,021,000 | $ 166,804,000 | $ 1,790,000 | $ 38,555,000 | $ (277,533,000) | $ 66,653,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | |||
Cash (used in)/generated from operations | $ (21,140) | $ (41,427) | $ (24,304) |
Movement on foreign exchange | (11,685) | 14,708 | 269 |
Net cash (used in)/generated from operating activities | (32,825) | (26,719) | (24,035) |
Cash flows from investing activities | |||
Interest received | 41 | ||
Capital expenditure on property, plant and equipment | (712) | (2,376) | (223) |
Capital expenditure on intangibles | (15,411) | (22,056) | (9,082) |
Net cash (used in) investing activities | (16,082) | (24,432) | (9,305) |
Cash flows from financing activities | |||
Proceeds from issue of shares | 45,080 | ||
Shares issued on exercise of warrants | 21,306 | ||
Proceeds from issue of convertible loans | 14,148 | ||
Proceeds from government grants | 1,372 | 1,724 | |
Payment of principal on lease liabilities | (1,315) | (657) | |
Payments of interest portion of lease liabilities | (284) | (197) | |
Proceeds from borrowing | 5,042 | ||
Repayments of borrowing | (6,120) | ||
Funds acquired on reverse acquisition | 107,035 | ||
Net cash generated from financing activities | 44,853 | 22,176 | 120,105 |
Net (decrease)/increase in cash and cash equivalents | (4,054) | (28,975) | 86,765 |
Cash and cash equivalents at beginning of period | 48,966 | 86,966 | 195 |
Foreign exchange on cash and cash equivalents | (457) | (9,025) | 6 |
Cash and cash equivalents at end of period | $ 44,455 | $ 48,966 | $ 86,966 |
General information and signifi
General information and significant accounting policies | 12 Months Ended |
Sep. 30, 2023 | |
General information and significant accounting policies | |
General information and significant accounting policies | 1. General information and significant accounting policies General information Arqit Quantum Inc. (the “Company”) is a Cayman Islands exempted limited liability company with registered number 374857. The address of its registered office and its principal place of trading is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”). The principal activity of the Group is provision of cybersecurity services via terrestrial platforms. The Company is an “emerging growth company,” as defined in the Securities Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and reduced disclosure obligations regarding executive compensation. Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB. The financial statements are prepared on the historical cost basis, other than investor warrants held at fair value through profit or loss, and the accounting policies set out below have been consistently applied. The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The consolidated financial statements have been presented in United States Dollars “USD” which is also the Group’s functional currency. All values are rounded to the nearest units (USD '000), except when otherwise indicated. On September 3, 2021, the Company acquired Arqit Limited through a share for share exchange. The acquisition is not a business combination and Arqit Limited is identified as the acquirer for accounting purposes and as such the transaction is a reverse acquisition. As the acquisition is not a business combination (refer to note 9), the transaction falls within IFRS 2 ‘Share-based Payments’. In line with the IFRIC guidance, the transaction is accounted for as follows: a. The assets and liabilities of the accounting acquirer are recognised and measured in the consolidated financial statements at their pre-combination carrying amounts. b. The identifiable net assets of the Company, as legal acquirer, is recognised in accordance with paragraph 10 of IFRS 2 at their fair value at grant date c. Any difference in the fair value of the shares deemed to have been issued and the fair value of the Company’s assets and liabilities is charged to the Consolidated Statement of Comprehensive Income as a share-based payment expense and represents in substance the cost of acquiring a Nasdaq listing. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at September 30, 2023. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The subsidiaries are fully consolidated from the date on which control is transferred to the Group and deconsolidated from the date that control ceases. The financial statements of the subsidiaries are prepared for the same financial year as the parent company, applying consistent accounting policies throughout the Group. Inter-company balances and transactions, including unrealised profits or losses are eliminated on consolidation. Comparative information The Arqit Limited financial statements have been translated into USD in accordance with IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’. This standard requires that assets and liabilities be translated using the exchange rate at year end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for the year). The foreign exchange differences on translation of Arqit Limited are recognised in other comprehensive income. Going Concern The directors believe that it is appropriate to prepare the financial statements on the going concern basis. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the current and future position of the Group and Company. As part of their assessment, the Directors have also taken into account the ability to raise additional funding whilst maintaining sufficient cash resources to meet all commitments. Following the close of the business combination transaction in September 2021 the Company had $87m as at 30 September 2021, $49m as at 30 September 2022, and $44m as at 30 September 2023. Based on business forecasts, this is sufficient to enable the Group to grow according to its plans. The Company has prepared detailed forecasts with strong cost control measures in place to enable the Group to grow according to its plans. Given the current economic and political climate and uncertainties, the Company has controls in place to monitor spend and ensure that it can continue to operate for the foreseeable period. Based on the above, the Directors have a reasonable expectation that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future, such that they will be able to realise their assets and discharge their liabilities in the normal course of business for a period of at least 12 months from the date of signing these financial statements, and beyond. Therefore, the financial statements are prepared on the going concern basis. Standards, interpretations and amendments to published standards The Group has adopted the following standards and amendments to standards for the first time for their annual reporting period commencing 1 October 2022, none of which had a material impact: ● Amendments to IAS 1: Presentation of Financial Statements – Classification of Liabilities as Current or Non-current (effective for periods commencing on or after 1 January 2023); ● Amendments to IAS 1: Presentation of Financial Statements – Disclosure of Accounting Policies (effective for periods commencing on or after 1 January 2023); ● Amendments to IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates (effective for periods commencing on or after 1 January 2023); ● Amendments to IAS 12: Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (effective for periods commencing on or after 1 January 2023); The Group has not early adopted the following new and amended standards that have been issued but are not yet effective: ● Amendments to IFRS 16: Leases – Liability in a Sale and Leaseback (effective for periods commencing on or after 1 January 2024); ● Amendments to IAS 1: Presentation of Financial Statements – Non-current Liabilities with Covenants (effective for periods commencing on or after 1 January 2024); and ● Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date is deferred indefinitely) The directors of the Company anticipate that the application of all new and amended standards will have no material impact on the future results of the Group in the foreseeable future. The Directors consider the Group to operate within one operating segment, being the provision of cybersecurity services via terrestrial platforms. Government grants Government grants are recognised only when there is reasonable assurance that (a) the entity will comply with any conditions attached to the grant and (b) the grant will be received. Grants related to research and development are included in non-current or current liabilities as deferred income and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. The grants will be systematically amortised to profit or loss over a period matching the useful life of the acquired asset. Intangible assets - Research and development expenditure Research costs are expensed through the income statement as they are incurred. Under IAS 38, development costs are only capitalised after technical and commercial feasibility of the asset for sale or use have been established. The Company must intend and be able to complete the asset and either use it or sell it and be able to demonstrate how the asset will generate future economic benefit. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Amortisation on intangible assets in use is calculated under the straight-line method to write off the amortisable amount of the intangible assets over their estimated useful lives. The principal annual rates used for this purpose are between five TM The amortisation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and years of amortisation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the intangible assets. Intangible assets not yet subject to amortisation are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. An impairment loss is recognised for the amount by which the asset’s carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. Current and deferred income tax The current income tax expense or credit is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the countries where the Company operates and generates taxable income, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Management periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. The research and development (“R&D”) tax credit is calculated using the current rules as prescribed by HMRC. The estimation is based on the actual UK R&D projects that qualify for the scheme that have been carried out in the period. This is treated on a accruals basis when the R&D tax credit has been calculated for the relevant period. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax assets is realised or the deferred income tax liability is settled. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Revenue The Company adopts IFRS 15 ‘Revenue from contracts with customers’ for revenue including other income which is recognised in accordance with this standard. Revenue from services related to the Quantum Cloud product has been recognised in the year once the service has been performed and accepted by the customer. Other income represents income derived from contracts for the provision of goods and services by the Company to customers in exchange for consideration in the ordinary course of the Company’s activities. Performance obligations Upon approval by the parties to a contract, the contract is assessed to identify each promise to transfer either a distinct good or service or a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Goods and services are distinct and accounted for as separate performance obligations in the contract if the customer can benefit from them either on their own or together with other resources that are readily available to the customer and they are separately identifiable in the contract. Transaction price At the start of the contract, the total transaction price is estimated as the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods and services to the customer, excluding sales taxes. The transaction price does not include estimates of consideration resulting from contract modifications, such as change orders, until they have been approved by the parties to the contract. The total transaction price is allocated to the performance obligations identified in the contract in proportion to their relative standalone selling prices. Given the bespoke nature of many of the Company’s products and services, which are designed and/or manufactured under contract to the customer’s individual specifications, there are sometimes no observable standalone selling prices. Instead, standalone selling prices are typically estimated based on expected costs. The Company utilizes a practical expedient in the standard to not adjust the promised amount of consideration for the effects of a significant financing component, when it is expected at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Contract liabilities Contract liabilities represent the obligation to transfer goods or services to a customer for which consideration has been received, or consideration is due, from the customer. The Company utilizes a practical expedient in the standard to recognise the incremental costs of obtaining a contract as an expense when incurred, if the amortisation period of the asset that would otherwise be recognised is one year or less. Accounting for Joint Ventures A joint venture is an arrangement in which the Group has joint control, whereby the Group has the rights to the net assets of the arrangement as opposed to the rights to its assets and obligations for its liabilities. This is initially recognised as an investment at cost and subsequently accounted for using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures. Financial instruments A financial instrument is any contract that gives rise to a financial asset of on entity and a financial liability or equity instrument of another. (a) Financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income, or fair value through profit or loss. The classification of financial assets at initial recognition that are debt instruments depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. The Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. Principal for the purpose of this test is defined as the fair value of the financial asset at initial recognition and may change over the life of the financial asset, for example, if there are repayments of principal or amortization of the premium/discount. The most significant elements of interest within a debt instrument are typically the consideration for the time value of money and credit risk. To make the SPPI assessment, the Company applies judgement and considers relevant factors such as the currency in which the financial asset is denominated, and the period for which the interest rate is set. This assessment is referred to as the SPPI test and is performed at an instrument level. The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: ● Financial assets at amortised cost (debt instruments) ● Financial assets at fair value through other comprehensive income with recycling of cumulative gains and losses (debt instruments) ● Financial assets designated at fair value through other comprehensive income with no recycling of cumulative gains and losses upon derecognition (equity instruments) ● Financial assets at fair value through profit or loss Financial assets at amortised cost (debt instruments) This category is the most relevant to the Company. The Company measures financial assets at amortised cost if both of the following conditions are met: ● The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”) method and are subject to impairment. Interest received is recognised as part of finance income in the statement of profit or loss and other comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Company’s financial assets at amortised cost include trade receivables (not subject to provisional pricing) and other receivables. Offsetting financial instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the recognized amounts; and intends either to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e., removed from the Company’s consolidated statement of financial position) when: ● The rights to receive cash flows from the asset have expired; or ● The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Impairment of financial assets The Company recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value. For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Company applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Company does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date. The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity. At each reporting date, the Company assesses whether financial assets carried at amortised cost are impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. (b) Financial liabilities Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables and loans. Subsequent measurement The measurement of financial liabilities depends on their classification, as described below: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other comprehensive income. Loans and borrowings and trade and other payables After initial recognition, interest-bearing loans and borrowings and trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of comprehensive income. This category generally applies to trade and other payables. Derecognition A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income. Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised costs. Any difference between the proceeds (net of transaction costs) and the redemption value are recognised in the income statement over the period of the borrowings using the effective interest rate method. Borrowing costs are expensed in the period in which they are incurred. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Convertible loan notes Convertible loan notes are assessed on inception and classified as either a liability, equity or a compound financial instrument in accordance with IAS 32. When a convertible loan note is assessed to be wholly equity it is recognised immediately in other reserves. When a convertible loan note is assessed a liability, it is treated as a hybrid instrument containing a host debt contract and an embedded derivative liability (written call option over own shares). The embedded derivative is measured at fair value with changes in fair value recognised in profit or loss. Should it be concluded that the equity component of the combined instrument may be sufficiently significant to preclude it from obtaining a reliable estimate of the fair value of the entire instrument, the combined instrument is measured at cost less impairment. When a convertible loan note is assessed as a compound financial instrument, the net proceeds received from the issue of convertible bonds are split between a liability element and an equity component at the date of issue. The fair value of the liability component is estimated using the prevailing market interest rate for similar nonconvertible debt. The difference between the proceeds of issue of the convertible bonds and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Company, is included in equity and is not remeasured. The liability component is carried at amortised cost. Any difference between the carrying amount of the financial liability that has been extinguished and the consideration paid is recognised in profit or loss as other income or finance costs. As per note 16, the convertible loan note B and Future Fund liability were converted to equity in September 2021. The interest expense on the liability component is calculated by applying the prevailing market interest rate, at the time of issue, for similar non-convertible debt to the liability component of the instrument. The difference between this amount and the interest paid is added to the carrying amount of the convertible bonds. Defined contribution pension For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available. Employee leave entitlements Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the reporting period. Employee entitlements to sick leave and maternity leave are not recognized until the time of leave. Non-financial assets At each reporting date, the Company reviews the carrying amount of its non-financial assets to determine whether there is any indication for impairment. If such indication exists, then the assets recoverable amount is estimated. For impairment testing, assets are grouped together into the smallest group of assets that generates cash flows from continuing to use the asset (CGU). The recoverable amount of an asset or CGU is the greater of its fair value less cost to sell or its value in use. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds the recoverable amount. Impairment losses are recognised in profit or loss. Share-based compensation Share options Where share options are awarded to employees, the fair value of the options at grant date is charged to the Statement of Comprehensive Income over the vesting period. Nonmarket vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options or warrants that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also considers non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of Comprehensive Income over the remaining vesting period. Where equity instruments are granted to persons other than employees, the Statement of Comprehensive Income is charged with fair value of goods and services received. The share option charge was calculated using the Black Scholes Option pricing model which requires the use of various estimates and assumptions (note 19). When share options lapse, any amounts credited to the share-based payments reserve are released to the retained earnings reserve. RSUs (Restricted Stock Units) Where RSUs are granted to employees, the fair value of the RSUs at grant date is based upon the market price of the shares underlying the awards and this is charged to the Statement of Comprehensive Income over the vesting period. There are no internal performance conditions. The expense charged is adjusted based on actual forfeitures. Warrants Warrants are classified as derivatives and are initially recognised at their fair value on the date of inception of the contract. The Company’s warrants are subsequently re-measured at each reporting date with changes in fair value recognised in profit or loss. The warrants are valued using the Binomial Option Pricing Model. As the fair value of the warrants fluctuate with movement in the underlying Arqit Quantum Inc share price, these warrants are considered a derivative as a variable amount of cash will be settled on exercise. Foreign currencies Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of Arqit Quantum Inc. is U.S. dollars. The Group financial statements are presented in U.S Dollars which is considered to be the Group’s presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Group companies The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated as follows: a) assets and liabilities at the balance sheet date are translated at the closing rate as at that balance sheet date; |
Revenue
Revenue | 12 Months Ended |
Sep. 30, 2023 | |
Revenue | |
Revenue | 2. Revenue Year ended 30 Year ended 30 Year ended 30 September September September 2023 2022 2021 $'000 $'000 $'000 Quantum Cloud – provision of services 640 7,212 48 Geographical markets UK 640 359 48 Other — 6,853 — 640 7,212 — Revenue with a total of 6 (2022: 5) customers is recognised over time. Revenue from 2 (2022; 2) customers represents more than 10% of total revenues. Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over a good or service to a customer. The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies. Type of product/service Nature and timing of satisfaction of performance obligations Revenue recognition policies QuantumCloud TM perpetual license Customer can benefit from the license when it is delivered. The license is separately identifiable from other goods or services. License provides a right for customer to use the Company’s Intellectual Property. Revenue is recognised when the license is delivered to and accepted by the customer. Invoices are usually payable within 30 days . QuantumCloud TM platform as a service Customer can benefit from the license when it is delivered. The license is separately identifiable from other goods or services. License provides a right for customer to use the Company’s Intellectual Property. Revenue is recognised over the course of the subscription period. Invoices are usually payable within 30 days . Maintenance and support Services are provided to the customer over the contract term. Revenue is recognised over time as the services are provided. Invoices are usually payable within 30 days . Professional services Statements of work including details and timings are agreed with the customer at contract inception. They can typically be amended during the performance of the services if agreed by both parties. Revenue is recognised over time as the services are provided. The stage of completion for determining the amount of revenue to recognise is assessed based on statements of work performed which are approved by both parties. Invoices are usually payable within 30 days . |
Other income
Other income | 12 Months Ended |
Sep. 30, 2023 | |
Other income. | |
Other income | 3. Other income Year ended Year ended Year ended 30 September 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Gain on sale of property, plant and equipment 53 — — |
Expenses by Nature
Expenses by Nature | 12 Months Ended |
Sep. 30, 2023 | |
Expenses by Nature | |
Expenses by Nature | 4. Expenses by Nature Year ended Year ended Year ended 30 September 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Employee benefit expense and other staff costs 24,187 21,148 10,936 Capitalised within intangible assets (1,956) (4,920) (3,478) Legal and professional 12,415 6,355 4,733 Foreign exchange (8,764) 13,535 623 Property costs 2,289 754 187 Share based compensation 14,118 21,742 165 Depreciation 901 369 53 Depreciation of right of use asset 1,642 923 — Amortisation of intangible assets 91 — — Other expenses 10,278 11,071 1,340 Total administrative expenses 55,201 70,977 14,559 |
Finance costs
Finance costs | 12 Months Ended |
Sep. 30, 2023 | |
Finance costs | |
Finance costs | 5. Finance costs Year ended Year ended Year ended 30 September 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Interest payable on convertible loan notes — — 1,078 Interest payable on lease liabilities 284 221 — |
Finance income
Finance income | 12 Months Ended |
Sep. 30, 2023 | |
Finance income | |
Finance income | 6. Finance income Year ended Year ended Year ended 30 September 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Bank interest 41 — — |
Income tax
Income tax | 12 Months Ended |
Sep. 30, 2023 | |
Income tax | |
Income tax | 7. Income tax 2023 2022 2021 $'000 $'000 $'000 The tax (charge)/credit on the profit/(loss) on ordinary activities for the year was as follows: Current tax Current tax credit/(charge) — — — R&D Tax refund 141 — — Deferred Tax — — — Income tax 141 — — Factors affecting tax charge/credit for the year The tax assessed for the period is higher than (2022 – lower than; 2021 – higher than) the standard rate of corporation tax in the United Kingdom of 22% (2022 - 19%; 2021 - 19%). The differences are explained below: 2023 2022 2021 $'000 $'000 $'000 Profit / (Loss) from continuing operations (74,049) 53,408 (271,729) Tax at the applicable rate of 22% (2022 – 19%, 2021 – 19%) (16,291) 10,148 (51,629) Tax effect of income and expenses that are not taxable / deductible in determining profit — — Disallowable expenditure 238 318 755 Difference in tax rate between UK and other jurisdictions (344) 668 — Fixed asset timing differences 23 — — Other differences 38 6 — Unutilised losses — — 3,103 Difference in rates between current and deferred tax (1,490) (1,527) — Unutilised tax losses on which deferred tax is not recognised 13,267 8,517 1,991 Deferred tax not recognised in respect of share options 4,559 4,176 — R&D tax credit 141 — 33 Additional deduction for R&D — — (1,105) Remeasurement of R&D — — (1,322) Fair valuation of warrants — (22,305) 18,637 Reverse acquisition expense — — 29,537 Total tax 141 — — In October 2022, the British government announced changes to the Corporation Tax rate from 1 April 2023, increasing the main rate of Corporation Tax to 25%. As a result of this change, the tax rate for the year ended 30 September 2023 has been set at 22% reflecting a 6 month period under the 19% Corporation Tax rate and a 6 month period under the 25% Corporation Tax rate. |
Earnings per share
Earnings per share | 12 Months Ended |
Sep. 30, 2023 | |
Earnings per share | |
Earnings per share | 8. Earnings per share Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to shareholders by the weighted average number of ordinary shares in issue during the period. Basic EPS in relation to profit/(loss) from continuing operations Earnings Weighted average number of shares Per share amount $ $ 2023 (73,906,929) 131,468,888 (0.5622) 2022 53,408,454 121,161,250 0.4408 2021 (271,729,101) 68,326,365 (3.9769) Diluted EPS in relation to profit/(loss) from continuing operations 2023 (73,906,929) 131,468,888 (0.5622) 2022 53,408,454 121,929,892 0.4380 2021 (271,729,101) 68,326,365 (3.9769) Basic EPS in relation to profit/(loss) from discontinued operations Earnings Weighted average number of shares Per share amount $ $ 2023 3,514,523 131,468,888 0.0267 2022 11,667,246 121,161,250 0.0963 2021 — 68,326,365 — Diluted EPS in relation to profit/(loss) from discontinued operations 2023 3,514,523 131,468,888 0.0267 2022 11,667,246 121,929,892 0.0957 2021 — 68,326,365 — Basic EPS in relation to profit/(loss) attributable to equity holders Earnings Weighted average number of shares Per share amount $ $ 2023 (70,392,929) 131,468,888 (0.5354) 2022 65,075,454 121,161,250 0.5371 2021 (271,729,101) 68,326,365 (3.9769) Diluted EPS in relation to profit/(loss) attributable to equity holders 2023 (70,392,929) 131,468,888 (0.5354) 2022 65,075,454 121,929,892 0.5337 2021 (271,729,101) 68,326,365 (3.9769) Diluted earnings per share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if potential ordinary shares had been issued if such additional ordinary shares were dilutive. The share options and RSUs are dilutive and therefore have been included in the calculation for diluted earnings per share. The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options and RSUs was based on quoted market prices for the year during which the options were outstanding. Prior to the reverse recapitalisation, the EPS of the combined company is presented on the basis of Arqit Limited shares outstanding, adjusted using the share exchange ratio of 46.06. |
Business combination agreement
Business combination agreement | 12 Months Ended |
Sep. 30, 2023 | |
Business combination agreement | |
Business combination agreement | 9. Business combination agreement On May 12, 2021, Centricus Acquisition Corp. (“Centricus”/ “CAC”), Arqit Limited (“AL”), and the shareholders of AL entered into a Business Combination Agreement whereby: (i) on September 2, 2021, Centricus merged with and into Arqit Quantum Inc (“the Company” / “AQI”), with the Company surviving the merger, and the security holders of Centricus became security holders of the Company, and (ii) on September 3, 2021, the Company acquired all of the issued and outstanding share capital of AL from the shareholders of AL in exchange for ordinary shares of the Company, such that AL is a direct wholly owned subsidiary of the Company. In consideration for the merger between the Company and Centricus, each Centricus shareholder received one ordinary share and one warrant of the Company for each ordinary share and warrant they held in Centricus, respectively. Each ordinary share of AL was acquired by the Company in exchange for 46.06 ordinary shares of AQI. The merger of the Company and Centricus does not meet the definition of an IFRS 3 business combination. At the date of the merger, Centricus did not meet the definition of a business under IFRS 3 and as such the merger constitutes a reverse acquisition as opposed to a business combination. Concurrently with the execution of the Business Combination Agreement, the Company and Centricus entered into subscription agreements with PIPE Investors who agreed to subscribe for and purchase an aggregate of 7,100,000 ordinary shares in the Company at $10.00 per share for gross proceeds of $71,000,000 . After market close on September 3, 2021, Centricus’ ordinary shares, units and warrants ceased trading on The Nasdaq Stock Market LLC, and beginning on September 7, 2021, the Company’s ordinary shares and warrants began trading on Nasdaq under the symbols "ARQQ" and “ARQQW”, respectively. Please see note 18 for further detail on the valuation of the warrants. The acquisition of the share capital of AL by the Company whereby AL becomes a wholly owned subsidiary of the Company, constitutes a reverse acquisition as the previous shareholders of AL own a substantial majority of the Ordinary Shares of the Company. As the Company previously had no investment activities and was engaged in acquiring AL and raising equity financing to provide the required funding for the operations of the acquisition and re-listing on the NASDAQ exchange, it did not meet the definition of a business as prescribed in IFRS 3. Accordingly, this reverse acquisition does not constitute a business combination and is accounted for in accordance with IFRS 2 Share-based Payments and associated IFRIC guidance. Although, the reverse acquisition is not a business combination, the Company has become a legal parent and is required to apply IFRS 10 and prepare consolidated financial statements. The Directors accounted for the transaction by applying reverse acquisition methodology, but rather than recognising goodwill, the difference between the equity value given up by the AL shareholders and the share of the fair value of net assets gained by the AL shareholders is charged to the statement of profit or loss as a share based payment charge (the deemed acquisition cost), and represents in substance, the cost of acquiring a NASDAQ quoted listing. In accordance with reverse acquisition accounting principles, these consolidated financial statements represent a continuation of the financial statements of AL and include: a) The assets and liabilities of AL at their pre-acquisition carrying amounts and the results for both years; and b) The assets and liabilities of the Company as at September 3,2021, and its results from September 3, 2021 to September 30, 2021. Included in group profit/ (loss) for was a loss of $651,973 generated by the Company for the period September 3, 2021 to September 30, 2021. On September 3, 2021 the Company issued 90,000,000 ordinary shares to acquire 1,954,174 shares of AL. However, as AL is determined to be the accounting acquirer, the fair value of the shares deemed to have been issued by AL to acquire the Company is determined as $223,517,945. The fair value is based on an enterprise valuation of Arqit Limited using a market approach. The number of shares deemed issued by Arqit Limited to Arqit Quantum Inc. is 485,326 and represents the number of shares that would need to be issued to acquire the same percentage equity interest in the combined entity that results from the reverse acquisition. The fair value of Arqit Limited shares deemed issued at September 3, 2021 was determined using the following level 3 fair value inputs: Valuation Fair value technique Unobservable input Range 485,326 Ordinary Shares in Arqit Limited deemed issues in reverse acquisition $ 223,517,945 Market comparable companies Revenue multiple 12-17 x EBITDA multiple 20-30 x uFCF multiple 20-25 x Revenue growth rate (CAGR) 9.1 % Discount 20 % The fair value of net assets of Arqit Quantum Inc at September 3, 2021 was $68,049,006 as follows: $ Cash and cash equivalents 107,035,478 Trade and other receivables 1,961,889 Warrant liabilities (29,948,361) Trade and other payables (11,000,000) Net assets 68,049,006 Due to the short-term nature of cash and cash equivalents and trade and other payables, the carrying value approximated the fair value at September 3, 2021. The fair value of the Company warrants was based on a binomial tree valuation approach, reflecting the contractual exercise period, warrant price, redemption provisions, and prevailing market data as at the Valuation Dates. This technique was used based on the terms of the warrants. In the case of the Private Warrants, a discount for lack of marketability (“DLOM”) was applied since these may only be transferred to a specified group of permitted transferees, therefore limiting the depth of the market. The difference between the deemed cost and the fair value of the net assets acquired therefore amounted to $55,459,939 and was expensed in accordance with IFRS 2 as the deemed reverse acquisition cost to profit or loss. Any transaction costs associated with the issuing of shares were deducted directly from equity. Mixed costs that relate to both share issuance and listing on the stock exchange were apportioned based on the number of new shares issued to the total shares. $16,914,223 was directly attributable to the share issuance and deducted from equity. Other reserves arose as a result of the reverse acquisition: $ Pre-acquisition losses of AQI (18,237,443) Pre-acquisition reserves of AQI 26,285,329 AL share capital at acquisition 269 AL share premium at acquisition 20,210,904 Reverse acquisition expense 155,459,939 Transaction costs (16,914,223) 166,804,775 Included in Group profit/ (loss) for the year is a loss of $651,973 generated by the Company (accounting acquiree) for the period September 3, 2021 to September 30, 2021. As additional consideration for the shares in AL, earnout shares may be granted if an earnout condition is met. The earnout condition being if at any time during the three years following the share acquisition closing date, the closing price of the ordinary shares of the Company during such period is equal to or exceeds $12.50 per share for any twenty thirty The exceptional costs within the Consolidated Statement of Comprehensive Income for the year ended 30 September 2021 comprised: $ Reverse acquisition expense 155,459,939 Other listing expenses 2,589,611 158,049,550 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Sep. 30, 2023 | |
Property, plant and equipment | |
Property, plant and equipment | 10. Property, plant and equipment Computer Office Furniture & equipment equipment fittings Total $'000 $'000 $'000 $'000 Cost At 1 October 2020 32 — — 32 Additions 223 — — 223 Foreign exchange on translation 1 — — 1 At 30 September 2021 256 — — 256 At 1 October 2021 256 — — 256 Additions 1,810 25 581 2,416 Foreign exchange on translation (47) (2) (32) (81) At 30 September 2022 2,019 23 549 2,591 At 1 October 2022 2,019 23 549 2,591 Additions 407 74 231 713 Disposals (55) — — (55) Foreign exchange on translation 22 — (11) 11 At 30 September 2023 2,393 97 769 3,260 Depreciation At 1 October 2020 (5) — — (5) Charge (53) — — (53) Foreign exchange on translation 1 — — 1 At 30 September 2021 (57) — — (57) At 1 October 2021 (57) — — (57) Charge (327) (2) (39) (368) Foreign exchange on translation 37 — 3 40 At 30 September 2022 (347) (2) (36) (385) At 1 October 2022 (347) (2) (36) (385) Charge (732) (18) (133) (882) Disposals 18 — — 18 Foreign exchange on translation (42) — (4) (47) At 30 September 2023 (1,103) (20) (173) (1,296) Net Book Value At 30 September 2023 1,290 77 596 1,963 At 30 September 2022 1,672 21 513 2,206 At 30 September 2021 199 — — 199 |
Intangible fixed assets
Intangible fixed assets | 12 Months Ended |
Sep. 30, 2023 | |
Intangible fixed assets | |
Intangible fixed assets | 11. Intangible fixed assets Digital Project Bills of Development Exchange Costs QuantumCloud TM Website Total $'000 $'000 $'000 $'000 $'000 Cost At 1 October 2020 — 8,777 — — 8,777 Additions — 8,881 201 — 9,082 Foreign exchange on translation — 376 — — 376 At 30 September 2021 — 18,034 201 — 18,235 Additions — 25,021 273 — 25,294 Foreign exchange on translation — (3,238) — — (3,238) At 30 September 2022 — 39,817 474 — 40,291 Additions 1,414 12,438 1,409 150 15,411 Impairment — (17,601) — — (17,601) Assets reclassified as held for sale — (38,677) — — (38,677) Foreign exchange on translation — 4,079 — — 4,079 At 30 September 2023 1,414 56 1,883 150 3,503 Amortisation At 1 October 2020 — — — — — Charge — — — — — At 30 September 2021 — — — — — Charge — — — — — At 30 September 2022 — — — — — Charge — — (89) — (89) At 30 September 2023 — — (89) — (89) Net Book Value At 30 September 2023 1,414 56 1,794 150 3,414 At 30 September 2022 — 39,817 474 — 40,291 At 30 September 2021 — 18,034 201 — 18,235 The Group’s intangible assets under development are internally generated and the Group has not yet begun amortisation of these finite useful economic life assets with the exception of QuantumCloud TM TM An impairment test was performed for the year ended September 30, 2023, which considered the value of existing contracts and forecasted revenues. An impairment of TM |
Equity accounted investees
Equity accounted investees | 12 Months Ended |
Sep. 30, 2023 | |
Equity accounted investees | |
Equity accounted investees | 12. Equity accounted investees Investment in Joint Venture $'000 Cost At 1 October 2020 32 Additions — Foreign exchange on translation 2 At 30 September 2021 34 Additions — Foreign exchange on translation (6) At 30 September 2022 28 Additions — Foreign exchange on translation 2 At 30 September 2023 30 Joint venture Quantum Keep Limited is a joint venture of Arqit Limited, which is a 100% owned subsidiary of Arqit Quantum Inc. The registered office is One Fleet Place, London, England, EC4M 7WS. Arqit Ltd jointly holds 50% of shares for the entity. The nature of Quantum Keep Limited’s activities is that of business and domestic software development. Quantum Keep Ltd is a separate vehicle and the Group has a residual interest in Quantum Keep Ltd as a JV. Quantum Keep Limited was incorporated on 12 August 2020 with Arqit Ltd. taking a 50% investment in incorporation. Quantum Keep Limited has no activity relating to continuing or discontinued operations within the year. There was no total comprehensive income. |
Discontinued operations and ass
Discontinued operations and assets classified as held for sale | 12 Months Ended |
Sep. 30, 2023 | |
Discontinued operations and assets classified as held for sale | |
Discontinued operations and assets classified as held for sale | 13. Discontinued operations and assets classified as held for sale Assets and liabilities classified as held for sale (i) General Description Arqit announced that through innovation in the delivery of its products, quantum satellite hardware was no longer required and that it intends to monetise (in whole or in part as a capacity sharing arrangement) its quantum satellite currently under construction. Following that announcement, the group initiated a partner search process to consider wholesale capacity sales or joint ventures, and received indications that an outright sale of the business might be viable. As a result, Arqit retained an adviser in May 2023 to assist in the process pursuing the sale of its satellite division amongst other potential transactions. The satellite division consists of satellite assets under construction, patents, customer contracts and an engineering team. (ii) Assets and liabilities held for sale The following major classes of assets and liabilities relating to these operations have been classified as held for sale in the consolidated statement of financial position as at 30 September: 2023 2022 2021 $'000 $'000 $'000 Property, plant and equipment — — — Investment property — — — Intangible assets 38,677 — — Trade and other receivables — — — Other financial assets — — — Assets held for sale 38,677 — — Deferred government grants 5,869 — — Employee benefits — — — Other financial liabilities — — — Liabilities held for sale 5,869 — — The impact on the statement of comprehensive income is as below: 2023 2022 2021 $'000 $'000 $'000 Other operating income 4,986 12,843 — Administrative expenses (1,471) (1,176) — Profit from discontinued operations 3,515 11,667 — The net cash flows associated with the discontinued operations are as follow: 2023 2022 2021 $'000 $'000 $'000 Net cash used in operating activities 4,986 12,843 — Net cash used in investing activities (12,438) (25,021) (8,881) Net cash used in financing activities 1,316 2,161 2,459 Net cash flows for the year (6,136) (10,017) (6,422) Net cash flow of the assets held for sale is indicative of the cash investment Arqit made in developing the quantum satellite. |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Sep. 30, 2023 | |
Trade and other receivables. | |
Trade and other receivables | 14. Trade and other receivables 2023 2022 2021 $'000 $'000 $'000 Current assets Trade debtors 1,273 5,924 57 Other debtors 164 892 856 Prepayments and accrued income 1,780 861 2,379 Total 3,217 7,677 3,292 The directors consider that the carrying amount of financial assets recorded at amortised cost in the financial statements approximate their fair value. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. 2023 2022 2021 $'000 $'000 $'000 Non-current Assets Prepayments — 15,873 5,000 Trade debtors — 975 — Other debtors 1,888 1,717 — Total 1,888 18,565 5,000 In the prior year, Non-current prepayments comprised the payment of a non-refundable deposit towards the cost of the first satellite launch service. Within the current financial year, Virgin Orbit Inc. filed for bankruptcy in the U.S. and as a result this balance has been completely written off. Arqit is still pursuing recovery of funds in conjunction with the appointed authority. |
Trade and other payables
Trade and other payables | 12 Months Ended |
Sep. 30, 2023 | |
Trade and other payables [abstract] | |
Trade and other payables | 15. Trade and other payables 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Current liabilities Trade payables 11,788 17,478 9,748 Other tax and social security 1,471 633 410 Other creditors 733 516 1,019 Accruals 4,821 3,803 3,236 Deferred income 18 225 2,656 Total 18,831 22,655 17,069 Trade payables and accruals relate to amounts payable at the balance sheet date for services received during the year. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. The directors consider that the carrying amount of financial liabilities recorded at amortised cost in the financial statements approximate their fair value. Within other creditors, a total of $nil (2022: $nil; 2021: $961,268) relates to interest owed on convertible loan notes which converted in September 2021. 2023 2022 2021 $'000 $'000 $'000 Non-current Liabilities Deferred government grants 24 4,183 2,460 24 4,183 2,460 . |
Borrowings
Borrowings | 12 Months Ended |
Sep. 30, 2023 | |
Borrowings | |
Borrowings | 16. Borrowings Bridging Finance The Group received a £800,000 ($1,033,632) loan from Evolution Equity Capital Limited in the year ended 30 September 2020. The loan attracted interest at 0% and was fully repaid within 2021. Convertible loan notes A (“CLNA”) The Group issued £1,000,000 ($1,411,034) CLNAs on 22 March 2018. CLNAs converted to ordinary shares within Arqit Quantum Inc. on 3 September 2021. Convertible loan notes B (“CLNB”) The Group issued £3,000,000 ($3,876,120) CLNBs on 21 June 2019 and issued a further £500,000 ($646,020) in the year ended 30 September 2020. CLNBs converted to ordinary shares within Arqit Quantum Inc. on 3 September 2021. Future Fund Loan The Group received an unsecured convertible loan of £8,500,000 ($11,452,900) relating to the future fund on 31 October 2020. An additional £2,000,000 ($2,694,800) unsecured convertible loan was received on 5 January 2021. The future fund loan converted to ordinary shares within Arqit Quantum Inc. on 3 September 2021. A total of $nil (30 September 2021 $961,268) was owed relating to interest at year end, which is included within other creditors. |
Cash generated from operations
Cash generated from operations | 12 Months Ended |
Sep. 30, 2023 | |
Cash generated from operations | |
Cash generated from operations | 17. Cash generated from operations 2023 2022 2021 $'000 $'000 $'000 (Loss)/profit on continuing operations before tax (74,049) 53,408 (271,729) Profit from discontinued operations 3,515 11,667 — Adjustments for: Depreciation 2,543 1,292 53 Amortisation of intangible assets 91 — — Gain on sale of property, plant and equipment (53) — — Impairment loss on trade receivables and contract assets 12,335 — — Impairment loss on intangible assets 17,601 — — Change in trade and other receivables 21,136 (17,949) (6,132) Change in trade and other payables (7,982) 5,586 (1,290) Share option charge 14,118 21,742 166 Finance income (41) — — Interest payable 284 221 1,078 Change in fair value of warrants (10,638) (117,394) 98,090 IFRS 2 adjustment relating to reverse acquisition — — 155,460 Cash (used in)/generated from operations (21,140) (41,427) (24,304) Reconciliation of net cashflow to movements in net debt: Opening net cash/(debt) 48,966 86,966 (5,265) Convertible facilities received — — (14,148) Borrowings received — — (5,042) Net interest charge — — (100) Facilities converted — — 18,864 Repayment of borrowings — — 6,120 Movement in cash (4,054) (28,975) 86,765 Movement on foreign exchange (457) (9,025) (228) Movement in net cash/ (debt) (4,511) (38,000) 92,231 Closing net cash/(debt) 44,455 48,966 86,966 Composition of closing net cash/(debt) Cash 44,455 48,966 86,966 Bank loans — — — Convertible loans — — — Net cash/(debt) 44,455 48,966 86,966 |
Warrants
Warrants | 12 Months Ended |
Sep. 30, 2023 | |
Warrants. | |
Warrants | 18. Warrants Warrant liabilities Warrants in connection with the Business Combination are classified as financial liabilities at fair value through profit and loss. The warrants are valued at the acquisition date September 3, 2021, for the purpose of determining the deemed acquisition cost. At this date, Arqit Limited (accounting acquiree) acquired all the assets and liabilities of the Company at their fair value. A further valuation of the warrants is performed at September 30, 2022, and 2023 for the year end. The key terms of the warrants are: Warrant exercise Warrants are exercisable: − In the period from 8 February 2022 (“First Exercise Date”), being the later of one year from the closing of Centricus’ the Initial − − Public warrant redemption The following terms apply to Public Warrants only: − AQI may redeem the Public Warrants in whole and not in part during the Exercise Period for $0.10 per Warrant if the Shares trade at or above $10.00 but less than $18.00 per share for a 20 out of 30 trading day period ending three − AQI may redeem the Public Warrants in whole and not in part during the Exercise Period for $0.01 per Warrant if the Shares trade above $18.00 for a 20 out of 30 trading day period ending three Private warrant redemption The following terms apply to Private Warrants only: − AQI may redeem the Private Warrants in whole and not in part during the Exercise Period for $0.10 per Warrant if the Shares trade at or above $10.00 but less than $18.00 per share for a 20 out of 30 trading day period ending three − − Exercise after redemption notice The Company is required to provide investors with 30 days’ notice of intention to redeem the Warrants (the “Redemption Notice Period”). During the Redemption Notice Period, warrant holders may elect to exercise their Warrants on a cash basis (i.e. by paying the Exercise Price of $11.50 for a Share). If redemption is triggered by the Shares trading between $10.00 and $18.00 per share, warrant holders may elect for a “Make Whole Exercise” in exchange for a pre-determined number of Shares on a cashless basis. The number of Make Whole shares is determined on the basis of: (1) (2) IFRS 13 Fair Value prescribes a fair value hierarchy made up of 3 levels of inputs based on the reliability of the underlying data used in establishing the fair value. Public warrant liabilities at fair value through profit and loss are level 2 instruments. Level 2 of the hierarchy includes instruments that are not traded in an active market and is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Private warrant liabilities are classified as level 3 instruments. The fair value is determined using the fair value of the public warrants, adjusted for a lack of marketability discount because these warrants may only be transferred to a specified group of permitted transferees, therefore limiting the depth of the market (refer to note 25). The key inputs into the Binomial Option Pricing Model were as follows: dividend yield (nil %), volatility (45%) and risk-free rate (4.16%). Volatility was calculated using a set of comparable companies. Number of Number of Fair value of Private Public warrant warrants warrants liability $'000 At date of acquisition (3 September 2021) 6,266,667 8,624,973 29,948 Change in fair value — — 98,090 Balance at 30 September 2021 6,266,667 8,624,973 128,038 Warrants exercised — (1,852,736) — Change in fair value — — (117,394) Balance at 30 September 2022 6,266,667 6,772,237 10,644 Warrants exercised — — — Change in fair value — — (10,638) Balance at 30 September 2023 6,266,667 6,772,237 6 Equity settled registered direct warrants In February 2023, Arqit entered into a securities purchase agreement with investors pursuant to which it sold 10,000,000 ordinary shares, together with warrants to purchase 7,500,000 ordinary shares at a combined purchase price of $2.00 per share and accompanying warrant. The February 2023 Investor Warrants have an exercise price of $2.00 per share, are currently exercisable and will expire on February 22, 2028. In addition, in connection with the February 2023 registered direct offering Arqit issued warrants to purchase 550,000 ordinary shares to H.C. Wainwright & Co., LLC or its designees. The February 2023 Placement Agent Warrants have an exercise price of $2.50 per share, are currently exercisable and will expire on February 22, 2028. In September 2023, Arqit entered into securities purchase agreements with investors pursuant to which it sold 20,755,677 ordinary shares, together with warrants to purchase 20,755,677 ordinary shares at a combined purchase price of $0.78 per share and accompanying warrant. The September 2023 Investor Warrants have an exercise price of $0.78 per share, are currently exercisable and will expire on September 12, 2028. In addition, in connection with the September 2023 registered direct offering Arqit issued warrants to purchase 705,128 ordinary shares to H.C. Wainwright & Co., LLC or its designees. The September 2023 Placement Agent Warrants have an exercise price of $0.975 per share, are currently exercisable and will expire on September 8, 2028. The September 2023 registered direct offering included the sale of 7,935,164 ordinary shares, together with 7,935,164 September 2023 Investor Warrants at a combined offering price of $0.78 per ordinary share and accompanying warrant to existing shareholders Heritage Assets SCSP, Ropemaker Nominees Limited and Carlo Calabria. Arqit director Manfredi Lefebvre d’Ovidio has sole investment and voting power over the shares held by Heritage Assets SCSP, and Arqit director Stephen Chandler is on the investment committee of Notion Capital Managers LLP, which is the beneficial owner of the Company shares held by Ropemaker Nominees Limited, and Carlo Calabria is an Arqit director. See “Item 7.B. Related Party Transactions.” |
Share-based compensation
Share-based compensation | 12 Months Ended |
Sep. 30, 2023 | |
Share-based compensation | |
Share-based compensation | 19. Share-based compensation The Group has incentive awards for employees, share options which have ceased in 2021 and RSUs. The below table summaries share-based compensation expense for the years ended September 30, 2023, 2022 and 2021. 2023 2022 2021 $'000 $'000 $'000 Share option charge included in administrative expenses (14) 177 165 RSU compensation for the year included in administrative expenses 14,132 21,565 — 14,118 21,742 165 Share options Share options are exercisable at the price agreed at the time of the issue of the share option. The vesting periods are consistent between employees. Options are typically forfeited if the employee leaves the Group before the options vest. Details of the share options granted during the period are as follows: 2023 2022 2021 Weighted Weighted Weighted Average Average Average Number of Exercise Number of Exercise Number of exercise Share options Price ($) Share options Price (£) Share options Price (£) Outstanding at beginning of period 8,004,813 0.0001 8,451,872 0.0001 161,250 0.0001 Granted during the period — — — — 55,210 0.0001 Forfeited/lapsed during the period (14,141) 0.0001 (447,058) 0.0001 (32,963) 0.0001 Exercised during the period (1,687,270) — — — — — Outstanding at end of period 6,303,402 0.0001 8,004,813 0.0001 183,497 0.0001 Exercisable at end of period 1,699,277 1,253,062 17,167 The options outstanding at 30 September 2023 had a weighted average exercise price of $0.0001 (£0.0001) pence, and a weighted average remaining contractual life of 2 years. Prior to the completion of the business combination (2021), Arqit Limited granted options over Arqit Limited ordinary shares to its employees, consultants and advisors. The holders of each of these options agreed to exchange these options for equivalent options to acquire ordinary shares at a conversion rate of 46.06. Therefore, the share price and exercise price have been stated in pound sterling for 30 September 2021 due to this being the currency which the instrument originated from, this has been restated to dollars and the value is reflected as at 30 September 2023. The inputs into the Black-Scholes model are as follows: 2023 2022 2021 Weighted average share price (£) — — 3.30 Weighted average exercise price (£) — — 0.0001 Expected volatility — — 50 % Expected life — — 5 years Risk-free rate — — 0.1 % Expected dividend yield — — 0 % RSUs In October 2021, the compensation committee of the board of directors approved the grant of RSUs to employees. Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a one 2023 2022 Weighted Weighted Weighted Weighted Average Average Average Average grant date fair remaining term grant date fair remaining term Number of value per share to vest/distribute Number of value per share to vest/distribute awards Price ($) (yrs) awards Price ($) (yrs) Outstanding at beginning of period 2,686,071 — — — Granted during the period 3,093,686 3.97 2,758,039 17.52 Forfeited/lapsed during the period (309,076) 9.03 (71,968) 15.23 Vested during the period (1,534,063) 13.03 — — Outstanding at end of period 3,936,618 9.82 2.07 2,686,071 17.58 1.4 |
Staff costs
Staff costs | 12 Months Ended |
Sep. 30, 2023 | |
Staff costs | |
Staff costs | 20. Staff costs 2023 2022 2021 $'000 $'000 $'000 The aggregate remuneration comprised: Wages and salaries 20,166 12,920 9,532 Social security costs 3,117 1,405 1,238 Pension costs 2,312 707 166 Share based compensation 14,118 21,742 165 39,713 36,774 11,101 A total of $1.956 million (2022: $4.920 million; 2021: $3.478 million) relating to staff costs was capitalised in relation to development costs within intangibles within the year. Total remuneration for key management personnel for 2023 was $3.056 million (2022 - $3.795 million; 2021 - $3.331 million). Total pension contributions of key management personnel totaled $0.112 million (2022 - $0.089 million; 2021 - $0.086 million) and is included within the total remuneration for key management personnel. Nil (2022: nil; 2021: 15,000) share options were granted to key management personnel in the year. A total of 552,158 RSUs were granted to key management personnel for 2023 (2022 – 1,268,469 RSUs this number has been restated from the prior year). During the year remuneration payable to directors was as follows: 2023 2022 2021 $'000 $'000 $'000 Directors’ remuneration 1,395 1,856 1,972 The highest paid Directors remuneration totaled $595,683 (2022: $789,002; 2021: $699,325). |
Deferred Tax
Deferred Tax | 12 Months Ended |
Sep. 30, 2023 | |
Deferred Tax | |
Deferred Tax | 21. Deferred Tax 2023 2022 2021 $'000 $'000 $'000 At the beginning of the period — — — Movement in the year recognised in profit or loss — — — Foreign exchange on translation — — — At the end of the year — — — The deferred tax liability/(asset) is made up as follows: Intangible asset and other timing differences 3,335 10,389 4,685 Unrelieved tax losses (3,335) (10,389) (4,685) — — — In total there are $95.281 million (2022: $42.204 million) of unrecognised deferred tax assets. This comprises an unrecognised deferred tax asset of $90.234 million (2022: $38.132 million) in respect of unrelieved tax losses carried forward and $5.047 million (2022: $4.0723 million) in respect of share scheme differences. These deferred tax assets have not been recognised as the Group is uncertain on when there will be sufficient future taxable profits against which to utilise the assets. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | 22. Leases Leases as lessee The Group leases several assets including buildings and IT equipment. The average lease term for buildings is 5 years and for IT equipment is 3 years. Information about leases for which the Group is a lessee is presented below. The Group leases a laboratory and IT equipment which is a short term and/or leases of low-value items. The Group has elected not to recognise right-of-use assets and lease liabilities for these leases. At 30 September 2023, the Group is committed $0.003m for short-term leases. Right-of-use assets Land & IT buildings equipment Total $'000 $'000 $'000 Cost At 1 October 2020 — — — Additions — — — Foreign exchange on translation — — — At 30 September 2021 — — — At 1 October 2021 — — — Additions 7,597 704 8,301 Foreign exchange on translation (1,321) — (1,321) At 30 September 2022 6,276 704 6,980 At 1 October 2022 6,276 704 6,980 Additions 1,100 — 1,100 Foreign exchange on translation 635 — 635 At 30 September 2023 8,011 704 8,715 Depreciation At 1 October 2020 — — — Charge — — — Foreign exchange on translation — — — At 30 September 2021 — — — At 1 October 2021 — — — Charge (841) (82) (923) Foreign exchange on translation 80 2 82 At 30 September 2022 (761) (80) (841) At 1 October 2022 (761) (80) (841) Charge (1,395) (247) (1,642) Foreign exchange on translation (77) (14) (91) At 30 September 2023 (2,233) (341) (2,574) Net Book Value At 30 September 2023 5,778 363 6,141 At 30 September 2022 5,515 624 6,139 At 30 September 2021 — — — Lease liability 2023 2022 2021 $'000 $'000 $'000 Current liabilities Lease liabilities 2,118 1,154 — Non-current liabilities Lease liabilities 6,284 6,681 — 8,402 7,835 — Amounts recognised in profit or loss 2023 2022 2021 $'000 $'000 $'000 Depreciation expense on right of use assets 1,642 923 — Interest on lease liabilities 284 221 — Expense relating to short-term leases 3 12 9 Total 1,929 1,156 9 Amounts recognised in statement of cash flows 2023 2022 2021 $'000 $'000 $'000 Total cash outflow for leases (1,599) (657) — Total (1,599) (657) — |
Share capital
Share capital | 12 Months Ended |
Sep. 30, 2023 | |
Share capital | |
Share capital | 23. Share capital The annual financial statements are prepared as a continuation of the financial statements of the Group, prior periods are that of Arqit Limited for September 2021. On September 2, 2021, the Company had 12,973,270 ordinary shares in issue with a par value of $0.0001. Immediately following the merger, the Company closed a series of subscription agreements with accredited investors (“PIPE Investors”) for a private placement of 7,100,000 ordinary shares. PIPE financing led to an increase in share premium of $70.999 million. As of September 30, 2023, the total number of ordinary shares of the Company outstanding is 163,554,269 with a par value of $0.0001. Number of ordinary Share capital shares $ Inception, April 26, 2021 – par value $1 1 1 Treasury shares (1) (1) Shares issued in merger with Centricus 12,973,430 1,297 Shares issued in exchange for Arqit Limited shares 90,000,000 9,000 Shares issued to PIPE investors 7,100,000 710 September 30, 2021 – par value $0.0001 110,073,430 11,007 Warrants exercised 1,852,736 185 Shares issued in exchange for Arqit Limited shares 10,000,000 1,000 September 30, 2022 – par value $0.0001 121,926,166 12,192 Warrants exercised — — Shares issued 41,628,103 4,163 September 30, 2023 – par value $0.0001 163,554,269 16,355 |
Retained earnings
Retained earnings | 12 Months Ended |
Sep. 30, 2023 | |
Retained earnings | |
Retained earnings | 24. Retained earnings 2023 2022 2021 $'000 $'000 $'000 At 1 October (207,140) (272,215) (486) Profit/(Loss) for the year (70,393) 65,075 (271,729) At 30 September (277,533) (207,140) (272,215) |
Reserves
Reserves | 12 Months Ended |
Sep. 30, 2023 | |
Reserves | |
Reserves | 25. Reserves Share premium Includes the difference in price between the par value of shares, and the total price the Group received for those shares, net of expenses. Convertible loan notes treated as equity Included cumulative portion of 1,000,000 £1 convertible A loan notes treated as equity within 2020. The convertible loan notes converted on 3 rd Foreign currency translation reserve Includes other comprehensive income relating to the translation of subsidiaries into the functional currency of the group. Share based payment reserve Cumulative charges in respect of share options issued. Retained earnings Includes cumulative profit and loss and all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere. Other reserves Other reserve includes the IFRS 2 deemed acquisition cost and other reserves assumed as part of the reverse acquisition. |
Financial instruments and fair
Financial instruments and fair value disclosures | 12 Months Ended |
Sep. 30, 2023 | |
Financial instruments and fair value disclosures | |
Financial instruments and fair value disclosures | 26. Financial instruments and fair value disclosures Capital management The Group’s policy is to maintain a strong balance sheet for the business and to have an appropriate funding structure. Shareholders’ equity and long-term debt are used to finance assets under construction. The Group is not subject to any externally imposed capital requirements. Financial assets and financial liabilities Categories of financial assets and financial liabilities are as follows: Financial assets at amortised cost Carrying value Fair value $'000 30 September 2023 30 September 2023 Cash and cash equivalents 44,455 44,455 Trade and other receivables 1,273 1,273 45,728 45,728 Carrying value Fair value $'000 30 September 2022 30 September 2022 Cash and cash equivalents 48,966 48,966 Trade and other receivables 6,899 6,899 55,865 55,865 Carrying value Fair value $'000 30 September 2021 30 September 2021 Cash and cash equivalents 86,966 86,966 Trade and other receivables 57 57 87,023 87,023 The Directors consider the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the consolidated financial statements to approximate their fair value. Financial liabilities at amortised cost Carrying value Fair value $'000 30 September 2023 30 September 2023 Trade and other payables 18,831 18,831 Lease liabilities 8,402 8,402 27,233 27,233 Carrying value Fair value $'000 30 September 2022 30 September 2022 Trade and other payables 22,655 22,655 Lease liabilities 7,834 7,834 30,489 30,489 Carrying value Fair value $'000 30 September 2021 30 September 2021 Trade and other payables 16,659 16,659 16,659 16,659 The Directors consider the carrying amounts of financial assets and financial liabilities recorded at amortised costs in the financial statements to approximate their fair value. Financial liabilities at fair value through profit or loss IFRS 13 Fair Value prescribes a fair value hierarchy made up of 3 levels of inputs based on the reliability of the underlying data used in establishing the fair value. The fair value of public warrants is determined using level 2 inputs. Level 2 of the hierarchy includes instruments that are not traded in an active market and is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Private warrants are classified as a level 3 financial instrument. The fair value is determined using the fair value of the public warrants, adjusted for a lack of marketability discount of 7.5% because these warrants may only be transferred to a specified group of permitted transferees, therefore limiting the depth of the market. Fair value Fair value Carrying value Level 2 Level 3 30 September 30 September 30 September $'000 2023 2023 2023 Warrant liability 6 3 3 6 3 3 Fair value Fair value Carrying value Level 2 Level 3 30 September 30 September 30 September $'000 2022 2022 2022 Warrant liability 10,644 5,756 4,888 10,644 5,756 4,888 Market risk It is, and has been throughout the period under review, the Group’s policy not to use or trade in derivative financial instruments. The Group’s financial instruments comprise its cash and cash equivalents and various items such as trade debtors and creditors that arise directly from its operations. The main purpose of the financial assets and liabilities is to provide finance for the Group’s operations in the period. Interest rate risk management The Group would be exposed to interest rate risk if the Group borrows funds, when required, at variable interest rates. There is currently no exposure to interest rate risk. Credit risk Credit risk is the risk of financial loss where counterparties are not able to meet their obligations. Group policy is that surplus cash, when not used to repay borrowings, is placed on deposit with the Group’s main relationship banks and with other banks or money market funds based on a minimum credit rating of A3/A- and maximum exposure. There is no significant concentration of risk to any single counterparty. Management consider that the credit quality of the various receivables is good in respect of the amounts outstanding and therefore credit risk is considered to be low. There is no significant concentration of risk. The carrying amount of financial assets, as detailed above, represents the Group’s maximum exposure to credit risk at the reporting date assuming that any security held has no value. Having considered the Group’s exposure to bad debts and the probability of default by customers, no expected credit losses have been recognised in accordance with IFRS 9. Foreign Exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to Sterling (“£”) and Euro (“€”). The Group holds Sterling, US Dollar and Euro bank accounts in order to limit its exposure. The Group is also exposed to foreign exchange risk to the extent that its ultimate parent entity has a US dollar functional currency. This is limited to the parent consolidated accounts. The table below summarises the FX exposure on the net monetary position of each group entity against its respective functional currency, expressed in the group’s presentation currency. Year ended 30/09/2023 £'000 Parent — UK subsidiary 117,530 Total 117,530 The reasonable shifts in exchange rates below are based on historic volatility. If the $/£ rates moved by +/- 11.39% then the effect on profit would be as follows: Year ended 30/09/2023 $'000 Reasonable shift (11.39) % Total effect on Loss of +ve movements (13,388) Total effect on Loss of -ve movements 13,388 Liquidity risk Liquidity risk is the risk that the Group does not have sufficient financial resources available to meet its obligations as they fall due. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows, matching the expected cash flow timings of financial assets and liabilities with the use of cash and cash equivalents, borrowings, overdrafts and committed revolving credit facilities with a minimum of 12 months to maturity. Future borrowing requirements are forecast on a monthly basis and funding headroom is maintained above forecast peak requirements to meet unforeseen events. The maturity profile of the anticipated future cash flows including interest, using the latest applicable relevant rate, based on the earliest date on which the Group can be required to pay financial liabilities on an undiscounted basis, is as follows: Trade and Deferred Lease 2023 other government Liabilities $'000 payables grants Total On demand — — — — Within one year 18,831 — 2,118 20,949 More than one year but less than two years — — 2,307 2,307 More than two year but less than five years — 24 3,977 4,001 More than five years — — — — 18,831 24 8,402 27,257 Trade and Deferred Lease 2022 other government Liabilities $'000 payables grants Total On demand — — — — Within one year 22,655 — 1,154 23,809 More than one year but less than two years — — 1,760 1,760 More than two year but less than five years — 4,183 3,767 7,950 More than five years — — — — 22,655 4,183 6,681 33,519 Trade and Deferred 2021 other government Convertible $'000 payables grants Loans loan notes Total On demand — — — — — Within one year 17,069 — — — 17,069 More than one year but less than two years — — — — — More than two year but less than five years — 2,459 — — 2,459 More than five years — — — — — 17,069 2,459 — — 19,528 |
Contingent Liabilities
Contingent Liabilities | 12 Months Ended |
Sep. 30, 2023 | |
Contingent Liabilities | |
Contingent Liabilities | 27. Contingent Liabilities As detailed in ‘ Item 8 – Financial Information’ |
Subsidiaries
Subsidiaries | 12 Months Ended |
Sep. 30, 2023 | |
Subsidiaries | |
Subsidiaries | 28. Subsidiaries Details of the company’s subsidiaries at 30 September 2023 are as follows: Name of undertaking Registered office Domicile % held Arqit Limited 7th Floor, Nova North, 11 Bressenden Place, London, England, SW1E 5BY U.K. 100 Arqit Inc. 1209 Orange Street, Wilmington, County of Newcastle, Delaware 19801 U.S. 100 Arqit LLC 1209 Orange Street, Wilmington, County of Newcastle, Delaware 19801 U.S. 100 Arqit Italia S.R.L Via Delle Quattro Fontane, 20, 00184 Roma Italy 100 Arqit Quantum Pty Ltd Level 10, 171 Clarence Street, Sydney NSW 2000 Australia 100 Arqit Quantum (Singapore) Pte. Ltd 68 Circular Road, #02-01, Singapore, 049422, Singapore Singapore 100 |
Ultimate controlling party
Ultimate controlling party | 12 Months Ended |
Sep. 30, 2023 | |
Ultimate controlling party | |
Ultimate controlling party | 29. Ultimate controlling party The Directors consider there to be no ultimate controlling party. |
Post balance sheet events
Post balance sheet events | 12 Months Ended |
Sep. 30, 2023 | |
Post balance sheet events | |
Post balance sheet events | 30. Post balance sheet events There were no material events subsequent to 30 September 2023 and up until the authorisation of the financial statements for issue. |
Related party transactions
Related party transactions | 12 Months Ended |
Sep. 30, 2023 | |
Related party transactions | |
Related party transactions | 31. Related party transactions In the year ended September 30, 2023, Arqit Inc. paid $100,000 (2022: $113,923, 2021: $103,861) for the director services of Lt General VL Jamieson who was a director of AQI during the year ended September 30, 2023. All transactions were on an arm’s length basis. In the year ended September 30, 2023, Arqit Inc. paid $100,000 (2022: $100,575, 2021 $73,398) for the director services of General S Wilson who was a director of AQI during the year ended September 30, 2023. All transactions were on an arm’s length basis. In the year ended September 30, 2023, Arqit Limited paid $nil (2022: $5,091, 2021: $11,679) for the Company secretarial and accounting costs of Arqit PTE, a dormant Company owned 50% by D Williams and 50% by D Bestwick. All transactions were on an arm’s length basis. On September 12, 2023, the Company completed a registered direct offering of its ordinary shares and warrants to purchase ordinary shares, in which Heritage Assets SCSP, Ropemaker Nominees Limited and Carlo Calabria purchased 7,935,164 ordinary shares, together with warrants to purchase up to 7,935,164 ordinary shares at a combined offering price of $0.78 per ordinary share and accompanying warrant. Company director Manfredi Lefebvre d’Ovidio has sole investment and voting power over the shares held by Heritage Assets SCSP, and Arqit director Stephen Chandler is on the investment committee of Notion Capital Managers LLP, which is the beneficial owner of the Company shares held by Ropemaker Nominees Limited, and Carlo Calabria is a director of the Company. The September 2023 Investor Warrants are currently exercisable at an exercise price of $0.78 per share. On August 20, 2021, Arqit Limited entered into a loan agreement whereby D Williams, a director of the Group, loaned the company £2,000,000 at an interest rate of 8%. The loan was repaid on September 17, 2021. During the year ended September 30, 2021 interest of $14,401 and fees of $88,800 were charged on the loan ( September On August 20, 2021 Arqit Limited entered into a loan agreement whereby D Bestwick, a director of the Group, loaned the company £2,000,000 at an interest rate of 8%. The loan was repaid on September 17, 2021. During the year ended September 30, 2021 interest of $14,401 and fees of $88,800 were charged on the loan ( September In the year ended September 30, 2022, Arqit Limited paid $nil (2022: $1,750, 2021: $nil) to Notion Capital for professional services, a related party company of Board Director member and Audit Committee Chair Stephen Chandler. All related party transactions were on an arm’s length basis. As at September 30, 2022, there was an amount owing of $6,574 relating to reimbursement- of an expense to D Williams, a director of the Group. This was fully repaid in October 2022. There were no further related party transactions. |
General information and signi_2
General information and significant accounting policies (Policies) | 12 Months Ended |
Sep. 30, 2023 | |
General information and significant accounting policies | |
General information | General information Arqit Quantum Inc. (the “Company”) is a Cayman Islands exempted limited liability company with registered number 374857. The address of its registered office and its principal place of trading is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”). The principal activity of the Group is provision of cybersecurity services via terrestrial platforms. The Company is an “emerging growth company,” as defined in the Securities Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and reduced disclosure obligations regarding executive compensation. |
Basis of preparation | Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB. The financial statements are prepared on the historical cost basis, other than investor warrants held at fair value through profit or loss, and the accounting policies set out below have been consistently applied. The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The consolidated financial statements have been presented in United States Dollars “USD” which is also the Group’s functional currency. All values are rounded to the nearest units (USD '000), except when otherwise indicated. On September 3, 2021, the Company acquired Arqit Limited through a share for share exchange. The acquisition is not a business combination and Arqit Limited is identified as the acquirer for accounting purposes and as such the transaction is a reverse acquisition. As the acquisition is not a business combination (refer to note 9), the transaction falls within IFRS 2 ‘Share-based Payments’. In line with the IFRIC guidance, the transaction is accounted for as follows: a. The assets and liabilities of the accounting acquirer are recognised and measured in the consolidated financial statements at their pre-combination carrying amounts. b. The identifiable net assets of the Company, as legal acquirer, is recognised in accordance with paragraph 10 of IFRS 2 at their fair value at grant date c. Any difference in the fair value of the shares deemed to have been issued and the fair value of the Company’s assets and liabilities is charged to the Consolidated Statement of Comprehensive Income as a share-based payment expense and represents in substance the cost of acquiring a Nasdaq listing. |
Basis of consolidation | Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at September 30, 2023. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The subsidiaries are fully consolidated from the date on which control is transferred to the Group and deconsolidated from the date that control ceases. The financial statements of the subsidiaries are prepared for the same financial year as the parent company, applying consistent accounting policies throughout the Group. Inter-company balances and transactions, including unrealised profits or losses are eliminated on consolidation. |
Comparative information | Comparative information The Arqit Limited financial statements have been translated into USD in accordance with IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’. This standard requires that assets and liabilities be translated using the exchange rate at year end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for the year). The foreign exchange differences on translation of Arqit Limited are recognised in other comprehensive income. |
Going Concern | Going Concern The directors believe that it is appropriate to prepare the financial statements on the going concern basis. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the current and future position of the Group and Company. As part of their assessment, the Directors have also taken into account the ability to raise additional funding whilst maintaining sufficient cash resources to meet all commitments. Following the close of the business combination transaction in September 2021 the Company had $87m as at 30 September 2021, $49m as at 30 September 2022, and $44m as at 30 September 2023. Based on business forecasts, this is sufficient to enable the Group to grow according to its plans. The Company has prepared detailed forecasts with strong cost control measures in place to enable the Group to grow according to its plans. Given the current economic and political climate and uncertainties, the Company has controls in place to monitor spend and ensure that it can continue to operate for the foreseeable period. Based on the above, the Directors have a reasonable expectation that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future, such that they will be able to realise their assets and discharge their liabilities in the normal course of business for a period of at least 12 months from the date of signing these financial statements, and beyond. Therefore, the financial statements are prepared on the going concern basis. |
Standards, interpretations and amendments to published standards | Standards, interpretations and amendments to published standards The Group has adopted the following standards and amendments to standards for the first time for their annual reporting period commencing 1 October 2022, none of which had a material impact: ● Amendments to IAS 1: Presentation of Financial Statements – Classification of Liabilities as Current or Non-current (effective for periods commencing on or after 1 January 2023); ● Amendments to IAS 1: Presentation of Financial Statements – Disclosure of Accounting Policies (effective for periods commencing on or after 1 January 2023); ● Amendments to IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates (effective for periods commencing on or after 1 January 2023); ● Amendments to IAS 12: Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (effective for periods commencing on or after 1 January 2023); The Group has not early adopted the following new and amended standards that have been issued but are not yet effective: ● Amendments to IFRS 16: Leases – Liability in a Sale and Leaseback (effective for periods commencing on or after 1 January 2024); ● Amendments to IAS 1: Presentation of Financial Statements – Non-current Liabilities with Covenants (effective for periods commencing on or after 1 January 2024); and ● Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date is deferred indefinitely) The directors of the Company anticipate that the application of all new and amended standards will have no material impact on the future results of the Group in the foreseeable future. |
Operating Segments | The Directors consider the Group to operate within one operating segment, being the provision of cybersecurity services via terrestrial platforms. |
Government grants | Government grants Government grants are recognised only when there is reasonable assurance that (a) the entity will comply with any conditions attached to the grant and (b) the grant will be received. Grants related to research and development are included in non-current or current liabilities as deferred income and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. The grants will be systematically amortised to profit or loss over a period matching the useful life of the acquired asset. |
Intangible assets - Research and development expenditure | Intangible assets - Research and development expenditure Research costs are expensed through the income statement as they are incurred. Under IAS 38, development costs are only capitalised after technical and commercial feasibility of the asset for sale or use have been established. The Company must intend and be able to complete the asset and either use it or sell it and be able to demonstrate how the asset will generate future economic benefit. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Amortisation on intangible assets in use is calculated under the straight-line method to write off the amortisable amount of the intangible assets over their estimated useful lives. The principal annual rates used for this purpose are between five TM The amortisation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and years of amortisation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the intangible assets. Intangible assets not yet subject to amortisation are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. An impairment loss is recognised for the amount by which the asset’s carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. |
Current and deferred income tax | Current and deferred income tax The current income tax expense or credit is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the countries where the Company operates and generates taxable income, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Management periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. The research and development (“R&D”) tax credit is calculated using the current rules as prescribed by HMRC. The estimation is based on the actual UK R&D projects that qualify for the scheme that have been carried out in the period. This is treated on a accruals basis when the R&D tax credit has been calculated for the relevant period. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax assets is realised or the deferred income tax liability is settled. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. |
Revenue | Revenue The Company adopts IFRS 15 ‘Revenue from contracts with customers’ for revenue including other income which is recognised in accordance with this standard. Revenue from services related to the Quantum Cloud product has been recognised in the year once the service has been performed and accepted by the customer. Other income represents income derived from contracts for the provision of goods and services by the Company to customers in exchange for consideration in the ordinary course of the Company’s activities. Performance obligations Upon approval by the parties to a contract, the contract is assessed to identify each promise to transfer either a distinct good or service or a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Goods and services are distinct and accounted for as separate performance obligations in the contract if the customer can benefit from them either on their own or together with other resources that are readily available to the customer and they are separately identifiable in the contract. Transaction price At the start of the contract, the total transaction price is estimated as the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods and services to the customer, excluding sales taxes. The transaction price does not include estimates of consideration resulting from contract modifications, such as change orders, until they have been approved by the parties to the contract. The total transaction price is allocated to the performance obligations identified in the contract in proportion to their relative standalone selling prices. Given the bespoke nature of many of the Company’s products and services, which are designed and/or manufactured under contract to the customer’s individual specifications, there are sometimes no observable standalone selling prices. Instead, standalone selling prices are typically estimated based on expected costs. The Company utilizes a practical expedient in the standard to not adjust the promised amount of consideration for the effects of a significant financing component, when it is expected at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Contract liabilities Contract liabilities represent the obligation to transfer goods or services to a customer for which consideration has been received, or consideration is due, from the customer. The Company utilizes a practical expedient in the standard to recognise the incremental costs of obtaining a contract as an expense when incurred, if the amortisation period of the asset that would otherwise be recognised is one year or less. |
Accounting for Joint Ventures | Accounting for Joint Ventures A joint venture is an arrangement in which the Group has joint control, whereby the Group has the rights to the net assets of the arrangement as opposed to the rights to its assets and obligations for its liabilities. This is initially recognised as an investment at cost and subsequently accounted for using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures. |
Financial instruments | Financial instruments A financial instrument is any contract that gives rise to a financial asset of on entity and a financial liability or equity instrument of another. (a) Financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income, or fair value through profit or loss. The classification of financial assets at initial recognition that are debt instruments depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. The Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. Principal for the purpose of this test is defined as the fair value of the financial asset at initial recognition and may change over the life of the financial asset, for example, if there are repayments of principal or amortization of the premium/discount. The most significant elements of interest within a debt instrument are typically the consideration for the time value of money and credit risk. To make the SPPI assessment, the Company applies judgement and considers relevant factors such as the currency in which the financial asset is denominated, and the period for which the interest rate is set. This assessment is referred to as the SPPI test and is performed at an instrument level. The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: ● Financial assets at amortised cost (debt instruments) ● Financial assets at fair value through other comprehensive income with recycling of cumulative gains and losses (debt instruments) ● Financial assets designated at fair value through other comprehensive income with no recycling of cumulative gains and losses upon derecognition (equity instruments) ● Financial assets at fair value through profit or loss Financial assets at amortised cost (debt instruments) This category is the most relevant to the Company. The Company measures financial assets at amortised cost if both of the following conditions are met: ● The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”) method and are subject to impairment. Interest received is recognised as part of finance income in the statement of profit or loss and other comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Company’s financial assets at amortised cost include trade receivables (not subject to provisional pricing) and other receivables. Offsetting financial instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the recognized amounts; and intends either to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e., removed from the Company’s consolidated statement of financial position) when: ● The rights to receive cash flows from the asset have expired; or ● The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Impairment of financial assets The Company recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value. For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Company applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Company does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date. The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity. At each reporting date, the Company assesses whether financial assets carried at amortised cost are impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. (b) Financial liabilities Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables and loans. Subsequent measurement The measurement of financial liabilities depends on their classification, as described below: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other comprehensive income. Loans and borrowings and trade and other payables After initial recognition, interest-bearing loans and borrowings and trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of comprehensive income. This category generally applies to trade and other payables. Derecognition A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income. Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised costs. Any difference between the proceeds (net of transaction costs) and the redemption value are recognised in the income statement over the period of the borrowings using the effective interest rate method. Borrowing costs are expensed in the period in which they are incurred. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Convertible loan notes Convertible loan notes are assessed on inception and classified as either a liability, equity or a compound financial instrument in accordance with IAS 32. When a convertible loan note is assessed to be wholly equity it is recognised immediately in other reserves. When a convertible loan note is assessed a liability, it is treated as a hybrid instrument containing a host debt contract and an embedded derivative liability (written call option over own shares). The embedded derivative is measured at fair value with changes in fair value recognised in profit or loss. Should it be concluded that the equity component of the combined instrument may be sufficiently significant to preclude it from obtaining a reliable estimate of the fair value of the entire instrument, the combined instrument is measured at cost less impairment. When a convertible loan note is assessed as a compound financial instrument, the net proceeds received from the issue of convertible bonds are split between a liability element and an equity component at the date of issue. The fair value of the liability component is estimated using the prevailing market interest rate for similar nonconvertible debt. The difference between the proceeds of issue of the convertible bonds and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Company, is included in equity and is not remeasured. The liability component is carried at amortised cost. Any difference between the carrying amount of the financial liability that has been extinguished and the consideration paid is recognised in profit or loss as other income or finance costs. As per note 16, the convertible loan note B and Future Fund liability were converted to equity in September 2021. The interest expense on the liability component is calculated by applying the prevailing market interest rate, at the time of issue, for similar non-convertible debt to the liability component of the instrument. The difference between this amount and the interest paid is added to the carrying amount of the convertible bonds. |
Defined contribution pension | Defined contribution pension For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available. Employee leave entitlements Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the reporting period. Employee entitlements to sick leave and maternity leave are not recognized until the time of leave. |
Non-financial assets | Non-financial assets At each reporting date, the Company reviews the carrying amount of its non-financial assets to determine whether there is any indication for impairment. If such indication exists, then the assets recoverable amount is estimated. For impairment testing, assets are grouped together into the smallest group of assets that generates cash flows from continuing to use the asset (CGU). The recoverable amount of an asset or CGU is the greater of its fair value less cost to sell or its value in use. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds the recoverable amount. Impairment losses are recognised in profit or loss. |
Share-based compensation | Share-based compensation Share options Where share options are awarded to employees, the fair value of the options at grant date is charged to the Statement of Comprehensive Income over the vesting period. Nonmarket vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options or warrants that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also considers non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of Comprehensive Income over the remaining vesting period. Where equity instruments are granted to persons other than employees, the Statement of Comprehensive Income is charged with fair value of goods and services received. The share option charge was calculated using the Black Scholes Option pricing model which requires the use of various estimates and assumptions (note 19). When share options lapse, any amounts credited to the share-based payments reserve are released to the retained earnings reserve. RSUs (Restricted Stock Units) Where RSUs are granted to employees, the fair value of the RSUs at grant date is based upon the market price of the shares underlying the awards and this is charged to the Statement of Comprehensive Income over the vesting period. There are no internal performance conditions. The expense charged is adjusted based on actual forfeitures. |
Warrants | Warrants Warrants are classified as derivatives and are initially recognised at their fair value on the date of inception of the contract. The Company’s warrants are subsequently re-measured at each reporting date with changes in fair value recognised in profit or loss. The warrants are valued using the Binomial Option Pricing Model. As the fair value of the warrants fluctuate with movement in the underlying Arqit Quantum Inc share price, these warrants are considered a derivative as a variable amount of cash will be settled on exercise. |
Foreign currencies | Foreign currencies Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of Arqit Quantum Inc. is U.S. dollars. The Group financial statements are presented in U.S Dollars which is considered to be the Group’s presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Group companies The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated as follows: a) assets and liabilities at the balance sheet date are translated at the closing rate as at that balance sheet date; b) income and expenses for each income statement are translated at average exchange rates; and c) all resulting exchange differences are recognised in other comprehensive income |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks and all other cash amounts with maturities of three months or less. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at historic cost less accumulated depreciation and impairment losses, if any. Depreciation is calculated under the straight-line method to write off the depreciable amount of the assets over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are between three The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and years of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Costs also comprise the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group are obligated to incur when the asset is acquired, if applicable. |
Assets and liabilities held for sale and discontinued operations | Assets and liabilities held for sale and discontinued operations Any non-current assets meeting the criteria for classification as held for sale are disclosed separately on the face of the statement of financial position. These assets are measured at the lower of the carrying amount or fair value less costs to sell and are not depreciated. If the asset is an investment in an equity-accounted entity, then equity-accounting ceases when the investment is classified as an asset held for sale. The results of any operations meeting the criteria for classification as a discontinued operation are presented separately in the income statement. For the sale to be highly probable, management must be committed to a plan for sale and must have started an active programme to find a buyer and complete the plan. The disposal group must be actively marketed at a price which is reasonable in relation to its fair value. These requirements will generally be met when an Authority to Negotiate for the sale has been approved and signed. Each transaction must be reviewed to confirm: ● That there is an active programme to find a buyer and complete the plan. Indicators that this point has been reached may include, among other things, that there is a data room up and running or in preparation, an auction has commenced, or discussions are under way with a third party. ● That the sale is expected to qualify for recognition as a completed sale within one year from the date of classification. Events or circumstances may extend the period to complete the sale beyond one year. An extension of the period required to complete a sale does not preclude an asset (or disposal group) from being classified as held for sale if the delay is caused by events or circumstances beyond the entity's control and there is sufficient evidence that the entity remains committed to its plan to sell the asset (or disposal group). The net results of discontinued operations are presented separately in the consolidated statement of comprehensive income (and the comparatives restated). |
Leases | Leases At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As a lessee At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following: ● fixed payments, including in-substance fixed payments; ● variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; ● amounts expected to be payable under a residual value guarantee; and the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group presents right-of-use assets that do not meet the definition of investment property and lease liabilities in the statement of financial position. Short-term leases and leases of low-value assets The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. |
Share capital | Share capital Ordinary shares are classified as equity. Any incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. |
Financial risk management | Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. Risk management is overseen by the Board of Directors. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. Please see note 26 for financial instruments and fair value disclosures. |
Critical accounting judgements and key sources of estimation uncertainty | Critical accounting judgements and key sources of estimation uncertainty In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on experience and other factors that are considered to be relevant. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods. The directors consider the below to be the critical judgements in respect of the period. Warrants valuation Estimating the fair value of warrants requires a determination of the most appropriate valuation model, which depends on the terms and conditions of the warrant. This estimate also requires determination of the most appropriate inputs to the valuation model including equity value, exercise price, volatility, dividend yield, risk free rate and exercise period and making assumptions about them. For the measurement of the fair value of warrants at both the acquisition and the reporting date, the Group uses a Binomial Option Pricing Model. The assumptions and models used for this estimation are disclosed in note 18. Deemed acquisition cost A ‘reverse acquisition’ is a transaction in which the legal acquirer - i.e. the entity that issues the securities (listed entity) becomes the acquiree for accounting purposes and the legal acquiree becomes the acquirer for accounting purposes. The reverse acquisition is accounted for under IFRS 2 “Share-based Payments” whereby the legal acquiree Arqit Limited is deemed to have issued shares in exchange for the net assets and listing status of Arqit Quantum Inc. The deemed consideration is the fair value of the shares that Arqit Limited would have had to issue to Arqit Quantum Inc to acquire the same percentage equity interest in the combined entity that results from the reverse acquisition. The deemed acquisition cost is recognised in profit or loss and is the difference between the fair value of the deemed consideration and the fair value of the net assets acquired. It represents the premium paid for obtaining the public listing. Detail on the reverse acquisition of Arqit Quantum Inc. is included in note 9. Capitalisation of development costs The Group capitalises costs for product development projects. Initial capitalisation of costs is based on management’s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model, and all other recognition criteria within IAS 38 can be demonstrated. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. At September 30, 2023, the carrying amount of capitalised development costs were $3.414 million (2022: $40.291 million, 2021: $18.235 million). Share-based compensation Estimating fair value for share option payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity settled transactions with employees at the grant date, the Group uses a Black Scholes valuation. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 19. Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of the grant and expensed over the vesting period, which is generally a one Deferred tax asset Judgement is required to determine whether deferred tax assets are recognised in the statement of financial position. Deferred tax assets, arising from unutilised tax losses, require the Group to assess the likelihood it will generate sufficient taxable earnings in future periods, in order to utilise recognised deferred tax assets. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the reporting date could be impacted. Assets held for sale The Group's management uses its professional judgement based on offers and commercial appraisal. As at 30 September 2023, assets held for sale are recognised at fair value less costs to sell. Judgement is required when estimating expected fair value until any sale is contractually concluded. Changes in the economic environment or other facts and circumstances may cause revisions to these assumptions and could result in a material change to the realizable value of the Group's assets held for sale within the next financial year. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Revenue | |
Schedule of the revenue | Year ended 30 Year ended 30 Year ended 30 September September September 2023 2022 2021 $'000 $'000 $'000 Quantum Cloud – provision of services 640 7,212 48 Geographical markets UK 640 359 48 Other — 6,853 — 640 7,212 — |
Schedule of nature and timing of the satisfaction of performance obligations in contracts with customers | Type of product/service Nature and timing of satisfaction of performance obligations Revenue recognition policies QuantumCloud TM perpetual license Customer can benefit from the license when it is delivered. The license is separately identifiable from other goods or services. License provides a right for customer to use the Company’s Intellectual Property. Revenue is recognised when the license is delivered to and accepted by the customer. Invoices are usually payable within 30 days . QuantumCloud TM platform as a service Customer can benefit from the license when it is delivered. The license is separately identifiable from other goods or services. License provides a right for customer to use the Company’s Intellectual Property. Revenue is recognised over the course of the subscription period. Invoices are usually payable within 30 days . Maintenance and support Services are provided to the customer over the contract term. Revenue is recognised over time as the services are provided. Invoices are usually payable within 30 days . Professional services Statements of work including details and timings are agreed with the customer at contract inception. They can typically be amended during the performance of the services if agreed by both parties. Revenue is recognised over time as the services are provided. The stage of completion for determining the amount of revenue to recognise is assessed based on statements of work performed which are approved by both parties. Invoices are usually payable within 30 days . |
Other income (Tables)
Other income (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Other income. | |
Summary of other income | Year ended Year ended Year ended 30 September 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Gain on sale of property, plant and equipment 53 — — |
Expenses by Nature (Tables)
Expenses by Nature (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Expenses by Nature | |
Summary of expenses by Nature | Year ended Year ended Year ended 30 September 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Employee benefit expense and other staff costs 24,187 21,148 10,936 Capitalised within intangible assets (1,956) (4,920) (3,478) Legal and professional 12,415 6,355 4,733 Foreign exchange (8,764) 13,535 623 Property costs 2,289 754 187 Share based compensation 14,118 21,742 165 Depreciation 901 369 53 Depreciation of right of use asset 1,642 923 — Amortisation of intangible assets 91 — — Other expenses 10,278 11,071 1,340 Total administrative expenses 55,201 70,977 14,559 |
Finance costs (Tables)
Finance costs (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Finance costs | |
Summary of finance costs | Year ended Year ended Year ended 30 September 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Interest payable on convertible loan notes — — 1,078 Interest payable on lease liabilities 284 221 — |
Finance income (Tables)
Finance income (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Finance income | |
Summary of finance income | Year ended Year ended Year ended 30 September 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Bank interest 41 — — |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Income tax | |
Summary of income tax | 2023 2022 2021 $'000 $'000 $'000 The tax (charge)/credit on the profit/(loss) on ordinary activities for the year was as follows: Current tax Current tax credit/(charge) — — — R&D Tax refund 141 — — Deferred Tax — — — Income tax 141 — — |
Summary of factors affecting tax charge/credit for the year | 2023 2022 2021 $'000 $'000 $'000 Profit / (Loss) from continuing operations (74,049) 53,408 (271,729) Tax at the applicable rate of 22% (2022 – 19%, 2021 – 19%) (16,291) 10,148 (51,629) Tax effect of income and expenses that are not taxable / deductible in determining profit — — Disallowable expenditure 238 318 755 Difference in tax rate between UK and other jurisdictions (344) 668 — Fixed asset timing differences 23 — — Other differences 38 6 — Unutilised losses — — 3,103 Difference in rates between current and deferred tax (1,490) (1,527) — Unutilised tax losses on which deferred tax is not recognised 13,267 8,517 1,991 Deferred tax not recognised in respect of share options 4,559 4,176 — R&D tax credit 141 — 33 Additional deduction for R&D — — (1,105) Remeasurement of R&D — — (1,322) Fair valuation of warrants — (22,305) 18,637 Reverse acquisition expense — — 29,537 Total tax 141 — — |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Earnings per share | |
Summary of earnings per share | Basic EPS in relation to profit/(loss) from continuing operations Earnings Weighted average number of shares Per share amount $ $ 2023 (73,906,929) 131,468,888 (0.5622) 2022 53,408,454 121,161,250 0.4408 2021 (271,729,101) 68,326,365 (3.9769) Diluted EPS in relation to profit/(loss) from continuing operations 2023 (73,906,929) 131,468,888 (0.5622) 2022 53,408,454 121,929,892 0.4380 2021 (271,729,101) 68,326,365 (3.9769) Basic EPS in relation to profit/(loss) from discontinued operations Earnings Weighted average number of shares Per share amount $ $ 2023 3,514,523 131,468,888 0.0267 2022 11,667,246 121,161,250 0.0963 2021 — 68,326,365 — Diluted EPS in relation to profit/(loss) from discontinued operations 2023 3,514,523 131,468,888 0.0267 2022 11,667,246 121,929,892 0.0957 2021 — 68,326,365 — Basic EPS in relation to profit/(loss) attributable to equity holders Earnings Weighted average number of shares Per share amount $ $ 2023 (70,392,929) 131,468,888 (0.5354) 2022 65,075,454 121,161,250 0.5371 2021 (271,729,101) 68,326,365 (3.9769) Diluted EPS in relation to profit/(loss) attributable to equity holders 2023 (70,392,929) 131,468,888 (0.5354) 2022 65,075,454 121,929,892 0.5337 2021 (271,729,101) 68,326,365 (3.9769) |
Business combination agreement
Business combination agreement (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Business combination agreement | |
Schedule of fair value of deemed shares issued | Valuation Fair value technique Unobservable input Range 485,326 Ordinary Shares in Arqit Limited deemed issues in reverse acquisition $ 223,517,945 Market comparable companies Revenue multiple 12-17 x EBITDA multiple 20-30 x uFCF multiple 20-25 x Revenue growth rate (CAGR) 9.1 % Discount 20 % |
Schedule of fair value of net assets acquired | $ Cash and cash equivalents 107,035,478 Trade and other receivables 1,961,889 Warrant liabilities (29,948,361) Trade and other payables (11,000,000) Net assets 68,049,006 |
Schedule of other reserves arise as a result of the reverse acquisition | $ Pre-acquisition losses of AQI (18,237,443) Pre-acquisition reserves of AQI 26,285,329 AL share capital at acquisition 269 AL share premium at acquisition 20,210,904 Reverse acquisition expense 155,459,939 Transaction costs (16,914,223) 166,804,775 |
Summary of exceptional costs disclosed within the consolidated statement of comprehensive income | The exceptional costs within the Consolidated Statement of Comprehensive Income for the year ended 30 September 2021 comprised: $ Reverse acquisition expense 155,459,939 Other listing expenses 2,589,611 158,049,550 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Property, plant and equipment | |
Summary of property, plant and equipment | Computer Office Furniture & equipment equipment fittings Total $'000 $'000 $'000 $'000 Cost At 1 October 2020 32 — — 32 Additions 223 — — 223 Foreign exchange on translation 1 — — 1 At 30 September 2021 256 — — 256 At 1 October 2021 256 — — 256 Additions 1,810 25 581 2,416 Foreign exchange on translation (47) (2) (32) (81) At 30 September 2022 2,019 23 549 2,591 At 1 October 2022 2,019 23 549 2,591 Additions 407 74 231 713 Disposals (55) — — (55) Foreign exchange on translation 22 — (11) 11 At 30 September 2023 2,393 97 769 3,260 Depreciation At 1 October 2020 (5) — — (5) Charge (53) — — (53) Foreign exchange on translation 1 — — 1 At 30 September 2021 (57) — — (57) At 1 October 2021 (57) — — (57) Charge (327) (2) (39) (368) Foreign exchange on translation 37 — 3 40 At 30 September 2022 (347) (2) (36) (385) At 1 October 2022 (347) (2) (36) (385) Charge (732) (18) (133) (882) Disposals 18 — — 18 Foreign exchange on translation (42) — (4) (47) At 30 September 2023 (1,103) (20) (173) (1,296) Net Book Value At 30 September 2023 1,290 77 596 1,963 At 30 September 2022 1,672 21 513 2,206 At 30 September 2021 199 — — 199 |
Intangible fixed assets (Tables
Intangible fixed assets (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Intangible fixed assets | |
Summary of intangible fixed assets | Digital Project Bills of Development Exchange Costs QuantumCloud TM Website Total $'000 $'000 $'000 $'000 $'000 Cost At 1 October 2020 — 8,777 — — 8,777 Additions — 8,881 201 — 9,082 Foreign exchange on translation — 376 — — 376 At 30 September 2021 — 18,034 201 — 18,235 Additions — 25,021 273 — 25,294 Foreign exchange on translation — (3,238) — — (3,238) At 30 September 2022 — 39,817 474 — 40,291 Additions 1,414 12,438 1,409 150 15,411 Impairment — (17,601) — — (17,601) Assets reclassified as held for sale — (38,677) — — (38,677) Foreign exchange on translation — 4,079 — — 4,079 At 30 September 2023 1,414 56 1,883 150 3,503 Amortisation At 1 October 2020 — — — — — Charge — — — — — At 30 September 2021 — — — — — Charge — — — — — At 30 September 2022 — — — — — Charge — — (89) — (89) At 30 September 2023 — — (89) — (89) Net Book Value At 30 September 2023 1,414 56 1,794 150 3,414 At 30 September 2022 — 39,817 474 — 40,291 At 30 September 2021 — 18,034 201 — 18,235 |
Equity accounted investees (Tab
Equity accounted investees (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Equity accounted investees | |
Summary of equity accounted investees | Investment in Joint Venture $'000 Cost At 1 October 2020 32 Additions — Foreign exchange on translation 2 At 30 September 2021 34 Additions — Foreign exchange on translation (6) At 30 September 2022 28 Additions — Foreign exchange on translation 2 At 30 September 2023 30 |
Discontinued operations and a_2
Discontinued operations and assets classified as held for sale (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Discontinued operations and assets classified as held for sale | |
Schedule of assets and liabilities held for sale | 2023 2022 2021 $'000 $'000 $'000 Property, plant and equipment — — — Investment property — — — Intangible assets 38,677 — — Trade and other receivables — — — Other financial assets — — — Assets held for sale 38,677 — — Deferred government grants 5,869 — — Employee benefits — — — Other financial liabilities — — — Liabilities held for sale 5,869 — — |
Schedule of impact of discontinued operations on the statement of comprehensive income | 2023 2022 2021 $'000 $'000 $'000 Other operating income 4,986 12,843 — Administrative expenses (1,471) (1,176) — Profit from discontinued operations 3,515 11,667 — |
Schedule of net cash flows associated with discontinuing operations | 2023 2022 2021 $'000 $'000 $'000 Net cash used in operating activities 4,986 12,843 — Net cash used in investing activities (12,438) (25,021) (8,881) Net cash used in financing activities 1,316 2,161 2,459 Net cash flows for the year (6,136) (10,017) (6,422) |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Trade and other receivables. | |
Schedule of trade and other receivables | 2023 2022 2021 $'000 $'000 $'000 Current assets Trade debtors 1,273 5,924 57 Other debtors 164 892 856 Prepayments and accrued income 1,780 861 2,379 Total 3,217 7,677 3,292 2023 2022 2021 $'000 $'000 $'000 Non-current Assets Prepayments — 15,873 5,000 Trade debtors — 975 — Other debtors 1,888 1,717 — Total 1,888 18,565 5,000 |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Trade and other payables [abstract] | |
Schedule of trade and other payables | 30 September 30 September 2023 2022 2021 $'000 $'000 $'000 Current liabilities Trade payables 11,788 17,478 9,748 Other tax and social security 1,471 633 410 Other creditors 733 516 1,019 Accruals 4,821 3,803 3,236 Deferred income 18 225 2,656 Total 18,831 22,655 17,069 2023 2022 2021 $'000 $'000 $'000 Non-current Liabilities Deferred government grants 24 4,183 2,460 24 4,183 2,460 |
Cash generated from operations
Cash generated from operations (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Cash generated from operations | |
Summary of cash generated from operations | 2023 2022 2021 $'000 $'000 $'000 (Loss)/profit on continuing operations before tax (74,049) 53,408 (271,729) Profit from discontinued operations 3,515 11,667 — Adjustments for: Depreciation 2,543 1,292 53 Amortisation of intangible assets 91 — — Gain on sale of property, plant and equipment (53) — — Impairment loss on trade receivables and contract assets 12,335 — — Impairment loss on intangible assets 17,601 — — Change in trade and other receivables 21,136 (17,949) (6,132) Change in trade and other payables (7,982) 5,586 (1,290) Share option charge 14,118 21,742 166 Finance income (41) — — Interest payable 284 221 1,078 Change in fair value of warrants (10,638) (117,394) 98,090 IFRS 2 adjustment relating to reverse acquisition — — 155,460 Cash (used in)/generated from operations (21,140) (41,427) (24,304) Reconciliation of net cashflow to movements in net debt: Opening net cash/(debt) 48,966 86,966 (5,265) Convertible facilities received — — (14,148) Borrowings received — — (5,042) Net interest charge — — (100) Facilities converted — — 18,864 Repayment of borrowings — — 6,120 Movement in cash (4,054) (28,975) 86,765 Movement on foreign exchange (457) (9,025) (228) Movement in net cash/ (debt) (4,511) (38,000) 92,231 Closing net cash/(debt) 44,455 48,966 86,966 Composition of closing net cash/(debt) Cash 44,455 48,966 86,966 Bank loans — — — Convertible loans — — — Net cash/(debt) 44,455 48,966 86,966 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Warrants. | |
Schedule of fair value of warrant liability | Number of Number of Fair value of Private Public warrant warrants warrants liability $'000 At date of acquisition (3 September 2021) 6,266,667 8,624,973 29,948 Change in fair value — — 98,090 Balance at 30 September 2021 6,266,667 8,624,973 128,038 Warrants exercised — (1,852,736) — Change in fair value — — (117,394) Balance at 30 September 2022 6,266,667 6,772,237 10,644 Warrants exercised — — — Change in fair value — — (10,638) Balance at 30 September 2023 6,266,667 6,772,237 6 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Share-based compensation | |
Summary of share-based compensation expense | 2023 2022 2021 $'000 $'000 $'000 Share option charge included in administrative expenses (14) 177 165 RSU compensation for the year included in administrative expenses 14,132 21,565 — 14,118 21,742 165 |
Summary of share options granted during the period | 2023 2022 2021 Weighted Weighted Weighted Average Average Average Number of Exercise Number of Exercise Number of exercise Share options Price ($) Share options Price (£) Share options Price (£) Outstanding at beginning of period 8,004,813 0.0001 8,451,872 0.0001 161,250 0.0001 Granted during the period — — — — 55,210 0.0001 Forfeited/lapsed during the period (14,141) 0.0001 (447,058) 0.0001 (32,963) 0.0001 Exercised during the period (1,687,270) — — — — — Outstanding at end of period 6,303,402 0.0001 8,004,813 0.0001 183,497 0.0001 Exercisable at end of period 1,699,277 1,253,062 17,167 |
Summary of inputs into the Black-Scholes model | 2023 2022 2021 Weighted average share price (£) — — 3.30 Weighted average exercise price (£) — — 0.0001 Expected volatility — — 50 % Expected life — — 5 years Risk-free rate — — 0.1 % Expected dividend yield — — 0 % |
Summary of RSU | 2023 2022 Weighted Weighted Weighted Weighted Average Average Average Average grant date fair remaining term grant date fair remaining term Number of value per share to vest/distribute Number of value per share to vest/distribute awards Price ($) (yrs) awards Price ($) (yrs) Outstanding at beginning of period 2,686,071 — — — Granted during the period 3,093,686 3.97 2,758,039 17.52 Forfeited/lapsed during the period (309,076) 9.03 (71,968) 15.23 Vested during the period (1,534,063) 13.03 — — Outstanding at end of period 3,936,618 9.82 2.07 2,686,071 17.58 1.4 |
Staff costs (Tables)
Staff costs (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Staff costs | |
Summary of staff costs | 2023 2022 2021 $'000 $'000 $'000 The aggregate remuneration comprised: Wages and salaries 20,166 12,920 9,532 Social security costs 3,117 1,405 1,238 Pension costs 2,312 707 166 Share based compensation 14,118 21,742 165 39,713 36,774 11,101 |
Summary of remuneration payable to directors | 2023 2022 2021 $'000 $'000 $'000 Directors’ remuneration 1,395 1,856 1,972 |
Deferred Tax (Tables)
Deferred Tax (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Deferred Tax | |
Summary of deferred Tax | 2023 2022 2021 $'000 $'000 $'000 At the beginning of the period — — — Movement in the year recognised in profit or loss — — — Foreign exchange on translation — — — At the end of the year — — — The deferred tax liability/(asset) is made up as follows: Intangible asset and other timing differences 3,335 10,389 4,685 Unrelieved tax losses (3,335) (10,389) (4,685) — — — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of right-of-use assets | Right-of-use assets Land & IT buildings equipment Total $'000 $'000 $'000 Cost At 1 October 2020 — — — Additions — — — Foreign exchange on translation — — — At 30 September 2021 — — — At 1 October 2021 — — — Additions 7,597 704 8,301 Foreign exchange on translation (1,321) — (1,321) At 30 September 2022 6,276 704 6,980 At 1 October 2022 6,276 704 6,980 Additions 1,100 — 1,100 Foreign exchange on translation 635 — 635 At 30 September 2023 8,011 704 8,715 Depreciation At 1 October 2020 — — — Charge — — — Foreign exchange on translation — — — At 30 September 2021 — — — At 1 October 2021 — — — Charge (841) (82) (923) Foreign exchange on translation 80 2 82 At 30 September 2022 (761) (80) (841) At 1 October 2022 (761) (80) (841) Charge (1,395) (247) (1,642) Foreign exchange on translation (77) (14) (91) At 30 September 2023 (2,233) (341) (2,574) Net Book Value At 30 September 2023 5,778 363 6,141 At 30 September 2022 5,515 624 6,139 At 30 September 2021 — — — |
Schedule of lease liability | 2023 2022 2021 $'000 $'000 $'000 Current liabilities Lease liabilities 2,118 1,154 — Non-current liabilities Lease liabilities 6,284 6,681 — 8,402 7,835 — |
Schedule of amounts recognised in profit or loss for leases | 2023 2022 2021 $'000 $'000 $'000 Depreciation expense on right of use assets 1,642 923 — Interest on lease liabilities 284 221 — Expense relating to short-term leases 3 12 9 Total 1,929 1,156 9 |
Schedule of amounts recognised in cash flow statement for leases | Amounts recognised in statement of cash flows 2023 2022 2021 $'000 $'000 $'000 Total cash outflow for leases (1,599) (657) — Total (1,599) (657) — |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Share capital | |
Summary of Share capital | Number of ordinary Share capital shares $ Inception, April 26, 2021 – par value $1 1 1 Treasury shares (1) (1) Shares issued in merger with Centricus 12,973,430 1,297 Shares issued in exchange for Arqit Limited shares 90,000,000 9,000 Shares issued to PIPE investors 7,100,000 710 September 30, 2021 – par value $0.0001 110,073,430 11,007 Warrants exercised 1,852,736 185 Shares issued in exchange for Arqit Limited shares 10,000,000 1,000 September 30, 2022 – par value $0.0001 121,926,166 12,192 Warrants exercised — — Shares issued 41,628,103 4,163 September 30, 2023 – par value $0.0001 163,554,269 16,355 |
Retained earnings (Tables)
Retained earnings (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Retained earnings | |
Summary of retained earnings | 2023 2022 2021 $'000 $'000 $'000 At 1 October (207,140) (272,215) (486) Profit/(Loss) for the year (70,393) 65,075 (271,729) At 30 September (277,533) (207,140) (272,215) |
Financial instruments and fai_2
Financial instruments and fair value disclosures (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Financial instruments and fair value disclosures | |
Summary of financial assets at amortised cost | Carrying value Fair value $'000 30 September 2023 30 September 2023 Cash and cash equivalents 44,455 44,455 Trade and other receivables 1,273 1,273 45,728 45,728 Carrying value Fair value $'000 30 September 2022 30 September 2022 Cash and cash equivalents 48,966 48,966 Trade and other receivables 6,899 6,899 55,865 55,865 Carrying value Fair value $'000 30 September 2021 30 September 2021 Cash and cash equivalents 86,966 86,966 Trade and other receivables 57 57 87,023 87,023 |
Summary of financial liabilities at amortised cost | Carrying value Fair value $'000 30 September 2023 30 September 2023 Trade and other payables 18,831 18,831 Lease liabilities 8,402 8,402 27,233 27,233 Carrying value Fair value $'000 30 September 2022 30 September 2022 Trade and other payables 22,655 22,655 Lease liabilities 7,834 7,834 30,489 30,489 Carrying value Fair value $'000 30 September 2021 30 September 2021 Trade and other payables 16,659 16,659 16,659 16,659 |
Schedule of Financial liabilities at fair value through profit or loss | Fair value Fair value Carrying value Level 2 Level 3 30 September 30 September 30 September $'000 2023 2023 2023 Warrant liability 6 3 3 6 3 3 Fair value Fair value Carrying value Level 2 Level 3 30 September 30 September 30 September $'000 2022 2022 2022 Warrant liability 10,644 5,756 4,888 10,644 5,756 4,888 |
Disclosure of Foreign exchange Risk | Year ended 30/09/2023 £'000 Parent — UK subsidiary 117,530 Total 117,530 The reasonable shifts in exchange rates below are based on historic volatility. If the $/£ rates moved by +/- 11.39% then the effect on profit would be as follows: Year ended 30/09/2023 $'000 Reasonable shift (11.39) % Total effect on Loss of +ve movements (13,388) Total effect on Loss of -ve movements 13,388 |
Summary of maturity profile of the anticipated future cash flows including interest, using the latest applicable relevant rate, based on the earliest date on which the Company can be required to pay financial liabilities on an undiscounted basis | Trade and Deferred Lease 2023 other government Liabilities $'000 payables grants Total On demand — — — — Within one year 18,831 — 2,118 20,949 More than one year but less than two years — — 2,307 2,307 More than two year but less than five years — 24 3,977 4,001 More than five years — — — — 18,831 24 8,402 27,257 Trade and Deferred Lease 2022 other government Liabilities $'000 payables grants Total On demand — — — — Within one year 22,655 — 1,154 23,809 More than one year but less than two years — — 1,760 1,760 More than two year but less than five years — 4,183 3,767 7,950 More than five years — — — — 22,655 4,183 6,681 33,519 Trade and Deferred 2021 other government Convertible $'000 payables grants Loans loan notes Total On demand — — — — — Within one year 17,069 — — — 17,069 More than one year but less than two years — — — — — More than two year but less than five years — 2,459 — — 2,459 More than five years — — — — — 17,069 2,459 — — 19,528 |
Subsidiaries (Tables)
Subsidiaries (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Subsidiaries | |
Schedule of company's subsidiaries | Name of undertaking Registered office Domicile % held Arqit Limited 7th Floor, Nova North, 11 Bressenden Place, London, England, SW1E 5BY U.K. 100 Arqit Inc. 1209 Orange Street, Wilmington, County of Newcastle, Delaware 19801 U.S. 100 Arqit LLC 1209 Orange Street, Wilmington, County of Newcastle, Delaware 19801 U.S. 100 Arqit Italia S.R.L Via Delle Quattro Fontane, 20, 00184 Roma Italy 100 Arqit Quantum Pty Ltd Level 10, 171 Clarence Street, Sydney NSW 2000 Australia 100 Arqit Quantum (Singapore) Pte. Ltd 68 Circular Road, #02-01, Singapore, 049422, Singapore Singapore 100 |
General information and signi_3
General information and significant accounting policies - Going Concern (Details) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | |
General information and significant accounting policies | ||||
Number of operating segment | segment | 1 | |||
Cash and cash equivalents | $ | $ 44,455 | $ 48,966 | $ 86,966 | $ 195 |
General information and signi_4
General information and significant accounting policies - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible assets other than goodwill | $ 3,414 | $ 40,291 | $ 18,235 | |
Minimum | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Vesting period | 1 year | |||
Useful life, property, plant and equipment | 3 years | |||
Maximum | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Vesting period | 5 years | |||
Useful life, property, plant and equipment | 5 years | |||
Development costs | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible assets other than goodwill | $ 3,414 | 40,291 | 18,235 | |
Development costs | Minimum | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Useful life, property, intangible assets | 5 years | |||
Development costs | Maximum | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Useful life, property, intangible assets | 10 years | |||
Quantum Cloud | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible assets other than goodwill | $ 1,794 | 474 | 201 | |
Useful life, property, intangible assets | 7 years | |||
Computer equipment | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Useful life, property, plant and equipment | 3 years | |||
Office equipment | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Useful life, property, plant and equipment | 5 years | |||
Furniture and fittings | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Useful life, property, plant and equipment | 5 years | |||
Gross carrying amount [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible assets other than goodwill | $ 3,503 | 40,291 | 18,235 | $ 8,777 |
Gross carrying amount [member] | Quantum Cloud | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible assets other than goodwill | $ 1,883 | $ 474 | $ 201 |
Revenue (Details)
Revenue (Details) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 USD ($) customer | Sep. 30, 2022 USD ($) customer | Sep. 30, 2021 USD ($) | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from provision of services | $ 640 | $ 7,212 | |
Number of major customers | customer | 2 | 2 | |
Performance obligations satisfied over time | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Number of customers | customer | 6 | 5 | |
United Kingdom | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from provision of services | $ 640 | $ 359 | $ 48 |
Other Countries | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from provision of services | 6,853 | ||
Quantum Cloud | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from provision of services | $ 640 | $ 7,212 | $ 48 |
Quantum Cloud perpetual license | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Standard payable period for invoices | 30 days | ||
Quantum Cloud platform as a service | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Standard payable period for invoices | 30 days | ||
Maintenance and support | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Standard payable period for invoices | 30 days | ||
Professional services | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Standard payable period for invoices | 30 days |
Other income (Details)
Other income (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Other income. | |
Gain on sale of property, plant and equipment | $ 53 |
Expenses by Nature (Details)
Expenses by Nature (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Expenses by Nature | |||
Employee benefit expense and other staff costs | $ 24,187 | $ 21,148 | $ 10,936 |
Capitalised within intangible assets | (1,956) | (4,920) | (3,478) |
Legal and professional | 12,415 | 6,355 | 4,733 |
Foreign exchange | (8,764) | 13,535 | 623 |
Property costs | 2,289 | 754 | 187 |
Share based compensation | 14,118 | 21,742 | 165 |
Depreciation | 901 | 369 | 53 |
Depreciation of right of use asset | 1,642 | 923 | 0 |
Amortisation of intangible assets | 91 | 0 | 0 |
Other expenses | 10,278 | 11,071 | 1,340 |
Total administrative expenses | $ 55,201 | $ 70,977 | $ 14,559 |
Finance costs (Details)
Finance costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finance costs | |||
Interest payable on convertible loan notes | $ 1,078 | ||
Interest payable on lease liabilities | $ 284 | $ 221 |
Finance income (Details)
Finance income (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Finance income | |
Bank interest | $ 41 |
Income tax (Details)
Income tax (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Current tax | |
R&D Tax refund | $ 141 |
Income tax | $ 141 |
Income tax - Factors affecting
Income tax - Factors affecting tax charge/credit for the year (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Factors affecting tax charge/credit for the year | ||||||
Profit / (Loss) from continuing operations | $ (74,049) | $ 53,408 | $ (271,729) | |||
Tax at the applicable rate of 19% (2022 - 19%, 2021 - 19%) | (16,291) | 10,148 | (51,629) | |||
Disallowable expenditure | 238 | 318 | 755 | |||
Difference in tax rate between UK and other jurisdictions | (344) | 668 | ||||
Fixed asset timing differences | 23 | |||||
Other differences | 38 | 6 | ||||
Unutilised losses | 3,103 | |||||
Difference in rates between current and deferred tax | (1,490) | (1,527) | ||||
Unutilised tax losses on which deferred tax is not recognised | 13,267 | 8,517 | 1,991 | |||
Deferred tax not recognised in respect of share options | 4,559 | 4,176 | ||||
R&D tax credit | 141 | 33 | ||||
Additional deduction for R&D | (1,105) | |||||
Remeasurement of R&D | (1,322) | |||||
Fair valuation of warrants | $ (22,305) | 18,637 | ||||
Reverse acquisition expense | $ 29,537 | |||||
Income tax | $ 141 | |||||
Applicable rate | 25% | 19% | 22% | 19% | 19% | |
Forecast [Member] | ||||||
Factors affecting tax charge/credit for the year | ||||||
Applicable rate | 25% |
Earnings per share (Details)
Earnings per share (Details) | 12 Months Ended | |||
Sep. 02, 2021 item | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | |
Earnings per share | ||||
Earnings from continuing operations, used to calculate basic EPS | $ | $ (73,906,929) | $ 53,408,454 | $ (271,729,101) | |
Earnings from continuing operations, used to calculate diluted EPS | $ | (73,906,929) | 53,408,454 | (271,729,101) | |
Earnings from discontinued operations, used to calculate basic EPS | $ | 3,514,523 | 11,667,246 | ||
Earnings from discontinued operations, used to calculate diluted EPS | $ | 3,514,523 | 11,667,246 | ||
Earnings, used to calculate basic EPS | $ | (70,392,929) | 65,075,454 | (271,729,101) | |
Earnings, used to calculate diluted EPS | $ | $ (70,392,929) | $ 65,075,454 | $ (271,729,101) | |
Weighted average number of shares, used for calculating basic EPS | shares | 131,468,888 | 121,161,250 | 68,326,365 | |
Weighted average number of shares, used for calculating diluted EPS | shares | 131,468,888 | 121,929,892 | 68,326,365 | |
Per share amount from continuing operations, basic EPS | $ / shares | $ (0.5622) | $ 0.4408 | $ (3.9769) | |
Per share amount from continuing operations, diluted EPS | $ / shares | (0.5622) | 0.4380 | (3.9769) | |
Per share amount from discontinued operations, basic EPS | $ / shares | 0.0267 | 0.0963 | ||
Per share amount from discontinued operations, diluted EPS | $ / shares | 0.0267 | 0.0957 | ||
Per share amount, basic EPS | $ / shares | (0.5354) | 0.5371 | (3.9769) | |
Per share amount, diluted EPS | $ / shares | $ (0.5354) | $ 0.5337 | $ (3.9769) | |
Share exchange ratio | item | 46.06 |
Business combination agreemen_2
Business combination agreement - Fair value of deemed shares issued (Details) | 1 Months Ended | 12 Months Ended | |||||
Sep. 03, 2021 USD ($) shares | Sep. 02, 2021 USD ($) item $ / shares shares | Sep. 30, 2021 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) $ / shares | Apr. 25, 2021 $ / shares | |
Disclosure of detailed information about business combination [line items] | |||||||
Share Exchange Ratio | item | 46.06 | ||||||
Price per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 1 | |
Gross proceeds | $ | $ 45,080,000 | ||||||
Profit / (loss) for the year | $ | $ (651,973) | $ (70,393,000) | $ 65,075,000 | $ (271,729,000) | |||
Business Combination Agreement | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Shares issued | 90,000,000 | ||||||
Arqit Limited | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Profit / (loss) for the year | $ | $ 651,973 | ||||||
Arqit Limited | Business Combination Agreement | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Share Exchange Ratio | item | 46.06 | ||||||
Exchanged for shares in the Company in reverse acquisition (in shares) | 1,954,174 | ||||||
Fair value of the shares issued | $ | $ 223,517,945 | ||||||
Number of deemed shares issued representing same percentage of equity interest acquired | 485,326 | ||||||
Centricus Acquisition Corp. | Business Combination Agreement | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Number of ordinary shares for each ordinary share held | 1 | ||||||
Number of warrants for each warrant held | 1 | ||||||
Centricus Acquisition Corp. | Subscription Agreements | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Shares issued | 7,100,000 | ||||||
Shares issued value | $ | $ 71,000,000 | ||||||
Price per share | $ / shares | $ 10 |
Business combination agreemen_3
Business combination agreement - Fair value shared deemed (Details) - Business Combination Agreement - Arqit Limited | Sep. 03, 2021 USD ($) shares |
Disclosure of detailed information about business combination [line items] | |
Number of deemed shares issued representing same percentage of equity interest acquired | shares | 485,326 |
Fair value of the shares issued | $ | $ 223,517,945 |
Revenue multiple | Minimum | |
Disclosure of detailed information about business combination [line items] | |
Unobservable inputs | 12 |
Revenue multiple | Maximum | |
Disclosure of detailed information about business combination [line items] | |
Unobservable inputs | 17 |
EBITDA multiple | Minimum | |
Disclosure of detailed information about business combination [line items] | |
Unobservable inputs | 20 |
EBITDA multiple | Maximum | |
Disclosure of detailed information about business combination [line items] | |
Unobservable inputs | 30 |
uFCF multiple | Minimum | |
Disclosure of detailed information about business combination [line items] | |
Unobservable inputs | 20 |
uFCF multiple | Maximum | |
Disclosure of detailed information about business combination [line items] | |
Unobservable inputs | 25 |
Revenue growth rate (CAGR) | |
Disclosure of detailed information about business combination [line items] | |
Unobservable inputs | 0.091 |
Discount | |
Disclosure of detailed information about business combination [line items] | |
Unobservable inputs | 0.20 |
Business combination agreemen_4
Business combination agreement - Fair value of net assets (Details) - Arqit Quantum Inc | Sep. 03, 2021 USD ($) |
Disclosure of detailed information about business combination [line items] | |
Cash and cash equivalents | $ 107,035,478 |
Trade and other receivables | 1,961,889 |
Warrant liabilities | (29,948,361) |
Trade and other payables | (11,000,000) |
Net assets | $ 68,049,006 |
Business combination agreemen_5
Business combination agreement - Deemed cost (Details) - Arqit Quantum Inc | Sep. 03, 2021 USD ($) |
Disclosure of detailed information about business combination [line items] | |
Expense recognised for difference between deemed cost and fair value of net assets acquired | $ 55,459,939 |
Share issuance costs | $ 16,914,223 |
Business combination agreemen_6
Business combination agreement - Reverse acquisition (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Business combination agreement | |||
Pre-acquisition losses of AQI | $ (18,237,443) | ||
Pre-acquisition reserves of AQI | 26,285,329 | ||
AL share capital at acquisition | 269 | ||
AL share premium at acquisition | 20,210,904 | ||
Reverse acquisition expense | 155,459,939 | ||
Transaction costs | (16,914,223) | ||
Total other reserves | $ 166,804,000 | $ 166,804,000 | $ 166,804,775 |
Business combination agreemen_7
Business combination agreement - Additional information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 03, 2021 | Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure of detailed information about business combination [line items] | |||||
Profit / (loss) for the year | $ (651,973) | $ (70,393,000) | $ 65,075,000 | $ (271,729,000) | |
Arqit Limited | |||||
Disclosure of detailed information about business combination [line items] | |||||
Profit / (loss) for the year | $ 651,973 | ||||
Period for earnout consideration | 3 years | ||||
Minimum share price for earnout consideration | $ 12.50 | ||||
Threshold trading days for closing price of shares, earnout consideration | 20 days | ||||
Threshold consecutive trading days for closing price of shares, earnout consideration | 30 days | ||||
Number of earnout shares | 10,000,000 |
Business combination agreemen_8
Business combination agreement - Exceptional costs (Details) | 12 Months Ended |
Sep. 30, 2021 USD ($) | |
Business combination agreement | |
Reverse acquisition expense | $ 155,459,939 |
Other listing expenses | 2,589,611 |
Exceptional costs | $ 158,049,550 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | $ 2,206 | $ 199 | |
Charge | (901) | (369) | $ (53) |
Property, plant and equipment at end of period | 1,963 | 2,206 | 199 |
Computer equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 1,672 | 199 | |
Property, plant and equipment at end of period | 1,290 | 1,672 | 199 |
Office equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 21 | ||
Property, plant and equipment at end of period | 77 | 21 | |
Furniture and fittings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 513 | ||
Property, plant and equipment at end of period | 596 | 513 | |
Cost | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 2,591 | 256 | 32 |
Additions | 713 | 2,416 | 223 |
Disposals | (55) | ||
Foreign exchange on translation | 11 | (81) | 1 |
Property, plant and equipment at end of period | 3,260 | 2,591 | 256 |
Cost | Computer equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 2,019 | 256 | 32 |
Additions | 407 | 1,810 | 223 |
Disposals | (55) | ||
Foreign exchange on translation | 22 | (47) | 1 |
Property, plant and equipment at end of period | 2,393 | 2,019 | 256 |
Cost | Office equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 23 | ||
Additions | 74 | 25 | |
Foreign exchange on translation | (2) | ||
Property, plant and equipment at end of period | 97 | 23 | |
Cost | Furniture and fittings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 549 | ||
Additions | 231 | 581 | |
Foreign exchange on translation | (11) | (32) | |
Property, plant and equipment at end of period | 769 | 549 | |
Depreciation | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | (385) | (57) | (5) |
Disposals | 18 | ||
Foreign exchange on translation | (47) | 40 | 1 |
Charge | (882) | (368) | (53) |
Property, plant and equipment at end of period | (1,296) | (385) | (57) |
Depreciation | Computer equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | (347) | (57) | (5) |
Disposals | 18 | ||
Foreign exchange on translation | (42) | 37 | 1 |
Charge | (732) | (327) | (53) |
Property, plant and equipment at end of period | (1,103) | (347) | $ (57) |
Depreciation | Office equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | (2) | ||
Charge | (18) | (2) | |
Property, plant and equipment at end of period | (20) | (2) | |
Depreciation | Furniture and fittings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | (36) | ||
Foreign exchange on translation | (4) | 3 | |
Charge | (133) | (39) | |
Property, plant and equipment at end of period | $ (173) | $ (36) |
Intangible fixed assets (Detail
Intangible fixed assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Beginning balance | $ 40,291 | $ 18,235 | |
Impairment | (17,601) | ||
Ending balance | 3,414 | 40,291 | $ 18,235 |
Cost | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Beginning balance | 40,291 | 18,235 | 8,777 |
Additions | 15,411 | 25,294 | 9,082 |
Impairment | (17,601) | ||
Assets reclassified as held for sale | (38,677) | ||
Foreign exchange on translation | 4,079 | (3,238) | 376 |
Ending balance | 3,503 | 40,291 | 18,235 |
Amortisation | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Charge | (89) | ||
Ending balance | (89) | ||
Development costs | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Beginning balance | 40,291 | 18,235 | |
Ending balance | 3,414 | 40,291 | 18,235 |
Digital Bills of Exchange | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Ending balance | 1,414 | ||
Digital Bills of Exchange | Cost | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Additions | 1,414 | ||
Ending balance | 1,414 | ||
Project development costs | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Beginning balance | 39,817 | 18,034 | |
Ending balance | 56 | 39,817 | 18,034 |
Project development costs | Cost | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Beginning balance | 39,817 | 18,034 | 8,777 |
Additions | 12,438 | 25,021 | 8,881 |
Impairment | (17,601) | ||
Assets reclassified as held for sale | (38,677) | ||
Foreign exchange on translation | 4,079 | (3,238) | 376 |
Ending balance | 56 | 39,817 | 18,034 |
QKDSat | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Impairment | (17,600) | ||
Capitalised development costs excluding QKDSat | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Impairment | 0 | ||
Quantum Cloud | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Beginning balance | 474 | 201 | |
Ending balance | 1,794 | 474 | 201 |
Quantum Cloud | Cost | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Beginning balance | 474 | 201 | |
Additions | 1,409 | 273 | 201 |
Ending balance | 1,883 | $ 474 | $ 201 |
Quantum Cloud | Amortisation | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Charge | (89) | ||
Ending balance | (89) | ||
Website | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Ending balance | 150 | ||
Website | Cost | |||
Reconciliation of changes in intangible assets other than goodwill [abstract] | |||
Additions | 150 | ||
Ending balance | $ 150 |
Equity accounted investees (Det
Equity accounted investees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity accounted investees | |||
Investment in joint venture at beginning of period | $ 28 | $ 34 | $ 32 |
Foreign exchange on translation | 2 | (6) | 2 |
Investment in joint venture at end of period | $ 30 | $ 28 | $ 34 |
Equity accounted investees - Jo
Equity accounted investees - Joint venture (Details) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 12, 2020 | Sep. 30, 2023 | |
Arqit Limited | ||
Disclosure of joint ventures [line items] | ||
Percentage of ownership interest in subsidiary | 100% | |
Quantum Keep Limited | ||
Disclosure of joint ventures [line items] | ||
Ownership interest in joint venture | 50% | 50% |
Comprehensive income of joint venture | $ 0 |
Discontinued operations and a_3
Discontinued operations and assets classified as held for sale (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Disclosure of analysis of single amount of discontinued operations [line items] | |||
Property, plant and equipment | $ 1,963 | $ 2,206 | $ 199 |
Intangible assets | 3,414 | $ 40,291 | $ 18,235 |
Assets held for sale | 38,677 | ||
Liabilities held for sale | 5,869 | ||
Satellite division | |||
Disclosure of analysis of single amount of discontinued operations [line items] | |||
Intangible assets | 38,677 | ||
Assets held for sale | 38,677 | ||
Trade and other payables | 5,869 | ||
Liabilities held for sale | $ 5,869 |
Discontinued operations and a_4
Discontinued operations and assets classified as held for sale - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure of analysis of single amount of discontinued operations [line items] | |||
Other operating income | $ 53 | ||
Administrative expenses | (55,201) | $ (70,977) | $ (14,559) |
Profit from discontinued operations | 3,515 | 11,667 | |
Discontinued operations | |||
Disclosure of analysis of single amount of discontinued operations [line items] | |||
Other operating income | 4,986 | 12,843 | |
Administrative expenses | (1,471) | (1,176) | |
Profit from discontinued operations | $ 3,515 | $ 11,667 |
Discontinued operations and a_5
Discontinued operations and assets classified as held for sale - Net cash flows associated with discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Discontinued operations and assets classified as held for sale | |||
Net cash used in operating activities, discontinued operations | $ 4,986 | $ 12,843 | |
Net cash used in investing activities, discontinued operations | (12,438) | (25,021) | $ (8,881) |
Net cash used in financing activities, discontinued operations | 1,316 | 2,161 | 2,459 |
Net cash flows for the year, discontinued operations | $ (6,136) | $ (10,017) | $ (6,422) |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Current assets | |||
Trade debtors | $ 1,273 | $ 5,924 | $ 57 |
Other debtors | 164 | 892 | 856 |
Prepayments and accrued income | 1,780 | 861 | 2,379 |
Total | 3,217 | 7,677 | 3,292 |
Non-current Assets | |||
Prepayments | 15,873 | 5,000 | |
Trade debtors | 975 | ||
Other debtors | 1,888 | 1,717 | |
Total non-current Assets | $ 1,888 | $ 18,565 | $ 5,000 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Disclosure of analysis of single amount of discontinued operations [line items] | |||
Trade payables | $ 11,788,000 | $ 17,478,000 | $ 9,748,000 |
Other tax and social security | 1,471,000 | 633,000 | 410,000 |
Other creditors | 733,000 | 516,000 | 1,019,000 |
Accruals | 4,821,000 | 3,803,000 | 3,236,000 |
Deferred income | 18,000 | 225,000 | 2,656,000 |
Total trade and other current payables | 18,831,000 | 22,655,000 | 17,069,000 |
Non-current Liabilities | |||
Deferred government grants | 24,000 | 4,183,000 | 2,460,000 |
Total trade and other non-current payables | 24,000 | 4,183,000 | 2,460,000 |
Unsecured convertible loan | |||
Non-current Liabilities | |||
Interest payable | $ 0 | $ 0 | $ 961,268 |
Borrowings (Details)
Borrowings (Details) | 12 Months Ended | ||||||||||||
Jan. 05, 2021 USD ($) | Jan. 05, 2021 GBP (£) | Oct. 31, 2020 USD ($) | Oct. 31, 2020 GBP (£) | Jun. 21, 2019 USD ($) | Jun. 21, 2019 GBP (£) | Mar. 22, 2018 USD ($) | Mar. 22, 2018 GBP (£) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 GBP (£) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Disclosure of detailed information about borrowings [line items] | |||||||||||||
Proceeds from loan | $ 5,042,000 | ||||||||||||
Bridging finance | |||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||
Proceeds from loan | $ 1,033,632 | £ 800,000 | |||||||||||
Interest rate (in percent) | 0% | ||||||||||||
Convertible loan notes A (treated as equity) | |||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||
Proceeds from loan | $ 1,411,034 | £ 1,000,000 | |||||||||||
Convertible loan notes B | |||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||
Amount of loans issued | £ | £ 500,000 | ||||||||||||
Proceeds from loan | $ 3,876,120 | £ 3,000,000 | $ 646,020 | ||||||||||
Unsecured convertible loan | |||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||
Proceeds from loan | $ 2,694,800 | £ 2,000,000 | $ 11,452,900 | £ 8,500,000 | |||||||||
Interest payable | $ 961,268 | $ 0 | $ 0 |
Cash generated from operation_2
Cash generated from operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash generated from operations | ||||
(Loss)/profit on continuing operations before tax | $ (74,049) | $ 53,408 | $ (271,729) | |
Profit from discontinued operations | 3,515 | 11,667 | ||
Adjustments for: | ||||
Depreciation | 2,543 | 1,292 | 53 | |
Amortisation of intangible assets | 91 | |||
Gain on sale of property, plant and equipment | (53) | |||
Impairment loss on trade receivables and contract assets | 12,335 | |||
Impairment loss on intangible assets | 17,601 | |||
Change in trade and other receivables | 21,136 | (17,949) | (6,132) | |
Change in trade and other payables | (7,982) | 5,586 | (1,290) | |
Share option charge | 14,118 | 21,742 | 166 | |
Finance income | (41) | |||
Interest payable | 284 | 221 | 1,078 | |
Change in fair value of warrants | (10,638) | (117,394) | 98,090 | |
IFRS 2 adjustment relating to reverse acquisition | 155,460 | |||
Cash (used in)/generated from operations | (21,140) | (41,427) | (24,304) | |
Reconciliation of net cashflow to movements in net debt: | ||||
Opening net cash/(debt) | 48,966 | 86,966 | (5,265) | |
Convertible facilities received | (14,148) | |||
Borrowings received | (5,042) | |||
Net interest charge | (100) | |||
Facilities converted | 18,864 | |||
Repayment of borrowings | 6,120 | |||
Movement in cash | (4,054) | (28,975) | 86,765 | |
Movement on foreign exchange | (457) | (9,025) | (228) | |
Movement in net cash/ (debt) | (4,511) | (38,000) | 92,231 | |
Closing net cash/(debt) | 44,455 | 48,966 | 86,966 | |
Composition of closing net cash/(debt) | ||||
Cash | 44,455 | 48,966 | 86,966 | $ 195 |
Net cash/(debt) | $ 44,455 | $ 48,966 | $ 86,966 | $ (5,265) |
Warrants - Narratives (Details)
Warrants - Narratives (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Feb. 08, 2022 | Sep. 03, 2021 | Sep. 30, 2023 | Feb. 28, 2023 | Sep. 30, 2021 | |
IFRS Class of Warrant or Right [Line Items] | |||||
Warrants, earliest exercise date, period from initial public offering if not earlier than 30 days after the Business Combination | 1 year | ||||
Warrants, earliest exercise date, period from Business Combination if not earlier than one year after the initial public offering | 30 days | ||||
Warrants expiration term | 5 years | ||||
Number of shares issuable per warrant | 1 | ||||
Exercise price, warrants | $ 11.50 | ||||
Redemption of warrants, notice period | 30 days | ||||
Dividend yield (as percent) | 0% | ||||
Volatility (as percent) | 50% | ||||
Risk-free rate (as percent) | 0.10% | ||||
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 But Less Than 18.00 | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Number of days of volume-weighted average price of the shares | 10 days | ||||
Threshold trading days following the notice of redemption | 10 days | ||||
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 But Less Than 18.00 | Minimum | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Trading share price | $ 10 | ||||
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 But Less Than 18.00 | Maximum | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Trading share price | 18 | ||||
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 But Less Than 18.00 | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Redemption price per warrant (in dollars per share) | $ 0.10 | ||||
Period during which trading share price is measured to determine whether entity's right to redemption is triggered | 30 days | ||||
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 But Less Than 18.00 | Minimum | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Trading share price | $ 10 | ||||
Period during which trading share price should be within the price range to trigger entity's right to redemption of warrants | 20 days | ||||
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 But Less Than 18.00 | Maximum | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Trading share price | $ 18 | ||||
Period for entity to give notice of redemption after end of measurement period | 3 days | ||||
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Exceeds 18.00 | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Redemption price per warrant (in dollars per share) | $ 0.01 | ||||
Period during which trading share price is measured to determine whether entity's right to redemption is triggered | 30 days | ||||
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Exceeds 18.00 | Minimum | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Trading share price | $ 18 | ||||
Period during which trading share price should be within the price range to trigger entity's right to redemption of warrants | 20 days | ||||
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Exceeds 18.00 | Maximum | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Period for entity to give notice of redemption after end of measurement period | 3 days | ||||
Private Warrants | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Dividend yield (as percent) | 0% | ||||
Volatility (as percent) | 45% | ||||
Risk-free rate (as percent) | 4.16% | ||||
Private Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 But Less Than 18.00 | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Redemption price per warrant (in dollars per share) | $ 0.10 | ||||
Period during which trading share price is measured to determine whether entity's right to redemption is triggered | 30 days | ||||
Private Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 But Less Than 18.00 | Minimum | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Trading share price | $ 10 | ||||
Period during which trading share price should be within the price range to trigger entity's right to redemption of warrants | 20 days | ||||
Private Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 But Less Than 18.00 | Maximum | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Trading share price | $ 18 | ||||
Period for entity to give notice of redemption after end of measurement period | 3 days | ||||
Private Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Exceeds 18.00 | Minimum | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Trading share price | $ 18 | ||||
February 2023 Investor Warrants | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Exercise price, warrants | $ 2 | ||||
Number of shares sold | 10,000,000 | ||||
Number of shares purchasable on exercise of warrants issued | 7,500,000 | ||||
Combined purchase price per ordinary share and accompanying warrant | $ 2 | ||||
February 2023 Placement Agent Warrants | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Exercise price, warrants | $ 2.50 | ||||
Number of shares purchasable on exercise of warrants issued | 550,000 | ||||
September 2023 Investor Warrants | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Exercise price, warrants | $ 0.78 | ||||
Number of shares sold | 20,755,677 | ||||
Number of shares purchasable on exercise of warrants issued | 20,755,677 | ||||
Combined purchase price per ordinary share and accompanying warrant | $ 0.78 | ||||
September 2023 Investor Warrants | Existing shareholders | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Number of shares sold | 7,935,164 | ||||
Number of shares purchasable on exercise of warrants issued | 7,935,164 | ||||
Combined purchase price per ordinary share and accompanying warrant | $ 0.78 | ||||
September 2023 Placement Agent Warrants | |||||
IFRS Class of Warrant or Right [Line Items] | |||||
Exercise price, warrants | $ 0.975 | ||||
Number of shares purchasable on exercise of warrants issued | 705,128 |
Warrants - Number and fair valu
Warrants - Number and fair value of outstanding warrants (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | |
IFRS Class of Warrant or Right [Line Items] | |||
Fair value of warrant liability, Beginning balance | $ 29,948 | $ 10,644 | $ 128,038 |
Change in fair value | 98,090 | (10,638) | (117,394) |
Fair value of warrant liability , Ending balance | $ 128,038 | $ 6 | $ 10,644 |
Public Warrants | |||
IFRS Class of Warrant or Right [Line Items] | |||
Number of warrants, Beginning balance | 8,624,973 | 6,772,237 | 8,624,973 |
Warrants exercised | (1,852,736) | ||
Number of warrants, Ending balance | 8,624,973 | 6,772,237 | 6,772,237 |
Private Warrants | |||
IFRS Class of Warrant or Right [Line Items] | |||
Number of warrants, Beginning balance | 6,266,667 | 6,266,667 | 6,266,667 |
Number of warrants, Ending balance | 6,266,667 | 6,266,667 | 6,266,667 |
Share-based compensation - Shar
Share-based compensation - Share-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure of attribution of expenses by nature to their function [line items] | |||
Share-based compensation expense | $ 14,118 | $ 21,742 | $ 165 |
Share Option | Administrative expenses | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Share-based compensation expense | (14) | 177 | $ 165 |
Restricted Stock Units | Administrative expenses | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Share-based compensation expense | $ 14,132 | $ 21,565 |
Share-based compensation - Sh_2
Share-based compensation - Share options granted (Details) | 12 Months Ended | ||||
Sep. 30, 2023 Options $ / shares | Sep. 30, 2023 Options £ / shares | Sep. 30, 2022 Options $ / shares | Sep. 30, 2022 Options £ / shares | Sep. 30, 2021 Options £ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Outstanding at beginning of period (in shares) | 8,004,813 | 8,004,813 | 8,451,872 | 8,451,872 | |
Forfeited/lapsed during the period (in shares) | (14,141) | (14,141) | (447,058) | (447,058) | |
Exercised during the period (in shares) | (1,687,270) | (1,687,270) | |||
Outstanding at end of period (in shares) | 6,303,402 | 6,303,402 | 8,004,813 | 8,004,813 | 8,451,872 |
Exercisable at end of period (in shares) | 1,699,277 | 1,699,277 | 1,253,062 | 1,253,062 | |
Outstanding at beginning of period (in dollars per share) | (per share) | $ 0.0001 | £ 0.0001 | £ 0.0001 | ||
Forfeited/lapsed during the period (in dollars per share) | (per share) | 0.0001 | 0.0001 | |||
Outstanding at end of period (in dollars per share) | (per share) | $ 0.0001 | £ 0.0001 | $ 0.0001 | £ 0.0001 | £ 0.0001 |
Prior to completion of the business combination | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Outstanding at beginning of period (in shares) | 183,497 | 183,497 | 161,250 | ||
Granted during the period (in shares) | 55,210 | ||||
Forfeited/lapsed during the period (in shares) | (32,963) | ||||
Outstanding at end of period (in shares) | 183,497 | ||||
Exercisable at end of period (in shares) | 17,167 | ||||
Outstanding at beginning of period (in dollars per share) | £ / shares | £ 0.0001 | £ 0.0001 | |||
Granted during the period (in dollars per share) | £ / shares | 0.0001 | ||||
Forfeited/lapsed during the period (in dollars per share) | £ / shares | 0.0001 | ||||
Outstanding at end of period (in dollars per share) | £ / shares | £ 0.0001 |
Share-based compensation - Inpu
Share-based compensation - Inputs into black scholes model (Details) | 12 Months Ended |
Sep. 30, 2021 Y £ / shares | |
Share-based compensation | |
Weighted average share price (£) | £ 3.30 |
Weighted average exercise price (£) | £ 0.0001 |
Expected volatility | 50% |
Expected life | Y | 5 |
Risk-free rate | 0.10% |
Expected dividend yield | 0% |
Share-based compensation - RSU
Share-based compensation - RSU (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2023 USD ($) EquityInstruments | Sep. 30, 2022 USD ($) EquityInstruments | |
Restricted Stock Units | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Outstanding at beginning of period (in number of awards) | EquityInstruments | 2,686,071 | ||
Granted during the period (in number of awards) | EquityInstruments | 3,093,686 | 2,758,039 | |
Forfeited/lapsed during the period (in number of awards) | EquityInstruments | (309,076) | (71,968) | |
Vested during the period (in number of awards) | EquityInstruments | (1,534,063) | ||
Outstanding at end of period (in number of awards) | EquityInstruments | 3,936,618 | 2,686,071 | |
Weighted Average grant date fair value per share, at beginning of period | $ | $ 17.58 | ||
Weighted Average grant date fair value per share, instruments granted during period | $ | 3.97 | $ 17.52 | |
Weighted Average grant date fair value per share, instruments forfeited/lapsed during period | $ | 9.03 | 15.23 | |
Weighted Average grant date fair value per share, instruments vested during period | $ | 13.03 | ||
Weighted Average grant date fair value per share, at end of period | $ | $ 9.82 | $ 17.58 | |
Weighted Average remaining term to vest/distribute (yrs) | 2 years 25 days | 1 year 4 months 24 days | |
Minimum | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Vesting period | 1 year | ||
Minimum | Restricted Stock Units | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Vesting period | 1 year | ||
Maximum | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Vesting period | 5 years | ||
Maximum | Restricted Stock Units | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Vesting period | 5 years |
Share-based compensation - Addi
Share-based compensation - Additional information (Details) | 12 Months Ended | |||||
Sep. 30, 2023 $ / shares | Sep. 30, 2023 £ / shares | Sep. 30, 2022 $ / shares | Sep. 30, 2022 £ / shares | Sep. 30, 2021 £ / shares | Sep. 02, 2021 USD ($) | |
Share-based compensation | ||||||
Weighted average exercise price | (per share) | $ 0.0001 | £ 0.0001 | $ 0.0001 | £ 0.0001 | £ 0.0001 | |
Weighted average remaining contractual life | 2 years | |||||
Options To Ordinary Shares Conversion Ratio | 46.06 |
Staff costs (Details)
Staff costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
The aggregate remuneration comprised: | |||
Wages and salaries | $ 20,166 | $ 12,920 | $ 9,532 |
Social security costs | 3,117 | 1,405 | 1,238 |
Pension costs | 2,312 | 707 | 166 |
Share based compensation | 14,118 | 21,742 | 165 |
Total staff costs | $ 39,713 | $ 36,774 | $ 11,101 |
Staff costs - Additional inform
Staff costs - Additional information (Details) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 USD ($) EquityInstruments Options | Sep. 30, 2022 USD ($) EquityInstruments Options | Sep. 30, 2021 USD ($) Options | |
Disclosure of transactions between related parties [line items] | |||
Employee benefits capitalised within intangible assets | $ 1,956 | $ 4,920 | $ 3,478 |
Total remuneration for key management personnel | 3,056 | 3,795 | 3,331 |
Total pension contributions of key management personnel | $ 112 | $ 89 | $ 86 |
Restricted Stock Units | |||
Disclosure of transactions between related parties [line items] | |||
Total shares granted to key management personnel | EquityInstruments | 3,093,686 | 2,758,039 | |
Key management personnel | |||
Disclosure of transactions between related parties [line items] | |||
Number of share options granted | Options | 0 | 0 | 15,000 |
Key management personnel | Restricted Stock Units | |||
Disclosure of transactions between related parties [line items] | |||
Total shares granted to key management personnel | EquityInstruments | 552,158 | 1,268,469 |
Staff costs - Remuneration paya
Staff costs - Remuneration payable to directors (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Staff costs | |||
Directors' remuneration | $ 1,395,000 | $ 1,856,000 | $ 1,972,000 |
Highest paid Director's remuneration | $ 595,683 | $ 789,002 | $ 699,325 |
Deferred Tax - Deferred tax lia
Deferred Tax - Deferred tax liability (asset) (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Unrecognised deferred tax assets | $ 95,281,000 | $ 42,204,000 | |
Intangible assets and other timing differences | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax | 3,335,000 | 10,389,000 | $ 4,685,000 |
Unrelieved tax losses | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax | (3,335,000) | (10,389,000) | $ (4,685,000) |
Unrecognised deferred tax assets | 90,234,000 | 38,132,000 | |
Temporary differences on share schemes | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Unrecognised deferred tax assets | $ 5,047,000 | $ 4,072,300 |
Leases - Leases as lessee (Deta
Leases - Leases as lessee (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Disclosure of quantitative information about right-of-use assets [line items] | |
Commitments for short-term leases | $ 3 |
Buildings | |
Disclosure of quantitative information about right-of-use assets [line items] | |
Average lease term | 5 years |
IT equipment | |
Disclosure of quantitative information about right-of-use assets [line items] | |
Average lease term | 3 years |
Leases - Right-of-use assets (D
Leases - Right-of-use assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure of quantitative information about right-of-use assets [line items] | |||
Right of use assets at beginning of period | $ 6,139 | ||
Charge | (1,642) | $ (923) | $ 0 |
Right of use assets at end of period | 6,141 | 6,139 | |
Cost | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Right of use assets at beginning of period | 6,980 | ||
Additions | 1,100 | 8,301 | |
Foreign exchange on translation | 635 | (1,321) | |
Right of use assets at end of period | 8,715 | 6,980 | |
Depreciation | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Right of use assets at beginning of period | (841) | ||
Charge | (1,642) | (923) | |
Foreign exchange on translation | (91) | 82 | |
Right of use assets at end of period | (2,574) | (841) | |
Land & buildings | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Right of use assets at beginning of period | 5,515 | ||
Right of use assets at end of period | 5,778 | 5,515 | |
Land & buildings | Cost | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Right of use assets at beginning of period | 6,276 | ||
Additions | 1,100 | 7,597 | |
Foreign exchange on translation | 635 | (1,321) | |
Right of use assets at end of period | 8,011 | 6,276 | |
Land & buildings | Depreciation | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Right of use assets at beginning of period | (761) | ||
Charge | (1,395) | (841) | |
Foreign exchange on translation | (77) | 80 | |
Right of use assets at end of period | (2,233) | (761) | |
IT equipment | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Right of use assets at beginning of period | 624 | ||
Right of use assets at end of period | 363 | 624 | |
IT equipment | Cost | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Right of use assets at beginning of period | 704 | ||
Additions | 704 | ||
Right of use assets at end of period | 704 | 704 | |
IT equipment | Depreciation | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Right of use assets at beginning of period | (80) | ||
Charge | (247) | (82) | |
Foreign exchange on translation | (14) | 2 | |
Right of use assets at end of period | $ (341) | $ (80) |
Leases - Lease liability (Detai
Leases - Lease liability (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Lease liabilities [abstract] | ||
Current lease liabilities | $ 2,118 | $ 1,154 |
Non-current lease liabilities | 6,284 | 6,681 |
Lease liabilities | $ 8,402 | $ 7,835 |
Leases - Amounts recognised in
Leases - Amounts recognised in profit or loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | |||
Depreciation expense on right of use assets | $ 1,642 | $ 923 | $ 0 |
Interest on lease liabilities | 284 | 221 | |
Expense relating to short-term leases | 3 | 12 | 9 |
Total | $ 1,929 | $ 1,156 | $ 9 |
Leases - Amounts recognised i_2
Leases - Amounts recognised in cash flow statement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Total cash outflow for leases | $ (1,599) | $ (657) |
Total | $ (1,599) | $ (657) |
Share capital - Issued share ca
Share capital - Issued share capital of Arqit Limited (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 02, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 26, 2021 | Apr. 25, 2021 |
Disclosure of classes of share capital [line items] | ||||||
Number of ordinary shares | 12,973,270 | 163,554,269 | 121,926,166 | 110,073,430 | 1 | |
Par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 1 | |
Increase in share premium | $ 70,999 | |||||
Private placement | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of ordinary shares | 7,100,000 |
Share capital - Share capital (
Share capital - Share capital (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 02, 2021 | Apr. 25, 2021 | |
Number of shares issued | |||||
Number of shares outstanding at beginning of period | 1 | 121,926,166 | 110,073,430 | ||
Treasury shares (in shares) | (1) | ||||
Warrant exercised (in shares) | 1,852,736 | ||||
Shares issued in exchange for Arqit Limited shares (in shares) | 90,000,000 | 10,000,000 | |||
Shares issued to PIPE investors (in shares) | 7,100,000 | ||||
Shares issued (in shares) | 41,628,103 | ||||
Number of shares outstanding at end of period | 110,073,430 | 163,554,269 | 121,926,166 | ||
Issued capital | |||||
Share capital at beginning of period | $ 12,000 | $ 11,000 | |||
Shares issued | 44,719,000 | ||||
Share capital at end of period | $ 11,000 | $ 16,000 | $ 12,000 | ||
Par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 1 |
Share Capital | |||||
Issued capital | |||||
Share capital at beginning of period | $ 1 | $ 12,192 | $ 11,007 | ||
Treasury shares | (1) | ||||
Warrant exercised | 185 | ||||
Shares issued in exchange for Arqit Limited shares | 9,000 | 1,000 | |||
Shares issued to PIPE investors | 710 | ||||
Shares issued | 4,163 | ||||
Share capital at end of period | $ 11,007 | $ 16,355 | $ 12,192 | ||
Centricus [Member] | |||||
Number of shares issued | |||||
Shares issued in merger with Centricus (in shares) | 12,973,430 | ||||
Centricus [Member] | Share Capital | |||||
Issued capital | |||||
Shares issued in merger with Centricus | $ 1,297 |
Retained earnings (Details)
Retained earnings (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retained earnings | ||||
Balance at the beginning | $ (207,140,000) | $ (272,215,000) | $ (486,000) | |
Profit / (loss) for the year | $ (651,973) | (70,393,000) | 65,075,000 | (271,729,000) |
Balance at the end | $ (272,215,000) | $ (277,533,000) | $ (207,140,000) | $ (272,215,000) |
Reserves (Details)
Reserves (Details) - Convertible loan notes A (treated as equity) | Sep. 30, 2020 GBP (£) instrument |
Number of outstanding convertible notes | instrument | 1,000,000 |
Notional amount per outstanding loan note | £ | £ 1 |
Financial instruments and fai_3
Financial instruments and fair value disclosures (Details) - Financial assets at amortised cost - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Disclosure of financial assets [line items] | |||
Carrying value | $ 45,728 | $ 55,865 | $ 87,023 |
Fair value | 45,728 | 55,865 | 87,023 |
Cash and cash equivalents | |||
Disclosure of financial assets [line items] | |||
Carrying value | 44,455 | 48,966 | 86,966 |
Fair value | 44,455 | 48,966 | 86,966 |
Trade and other receivables | |||
Disclosure of financial assets [line items] | |||
Carrying value | 1,273 | 6,899 | 57 |
Fair value | $ 1,273 | $ 6,899 | $ 57 |
Financial instruments and fai_4
Financial instruments and fair value disclosures - Financial liabilities at amortised cost (Details) - Financial liabilities at amortised cost - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Disclosure of financial liabilities [line items] | |||
Carrying value | $ 27,233 | $ 30,489 | $ 16,659 |
Fair value | 27,233 | 30,489 | 16,659 |
Trade and other payables | |||
Disclosure of financial liabilities [line items] | |||
Carrying value | 18,831 | 22,655 | 16,659 |
Fair value | 18,831 | 22,655 | $ 16,659 |
Lease liabilities [member] | |||
Disclosure of financial liabilities [line items] | |||
Carrying value | 8,402 | 7,834 | |
Fair value | $ 8,402 | $ 7,834 |
Financial instruments and fai_5
Financial instruments and fair value disclosures - Financial liabilities at fair value through profit or loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of fair value measurement of assets [line items] | ||
Financial liabilities at fair value through profit or loss | $ 6 | $ 10,644 |
Lack of marketability discount rate applied in fair valuation of public warrants | 7.50% | |
Warrant liability | ||
Disclosure of fair value measurement of assets [line items] | ||
Financial liabilities at fair value through profit or loss | $ 6 | 10,644 |
Fair Value | Level 2 | ||
Disclosure of fair value measurement of assets [line items] | ||
Financial liabilities at fair value through profit or loss | 3 | 5,756 |
Fair Value | Level 3 | ||
Disclosure of fair value measurement of assets [line items] | ||
Financial liabilities at fair value through profit or loss | 3 | 4,888 |
Fair Value | Warrant liability | Level 2 | ||
Disclosure of fair value measurement of assets [line items] | ||
Financial liabilities at fair value through profit or loss | 3 | 5,756 |
Fair Value | Warrant liability | Level 3 | ||
Disclosure of fair value measurement of assets [line items] | ||
Financial liabilities at fair value through profit or loss | $ 3 | $ 4,888 |
Financial instruments and fai_6
Financial instruments and fair value disclosures - Interest rate, credit and foreign exchange risk (Details) £ in Thousands | 12 Months Ended | |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 GBP (£) | |
Accumulated impairment | ||
Disclosure of sensitivity analysis to changes in risk exposures that arise from contracts within scope of IFRS 17 [line items] | ||
Financial assets | $ 0 | |
Currency risk | ||
Disclosure of sensitivity analysis to changes in risk exposures that arise from contracts within scope of IFRS 17 [line items] | ||
Amount of exposure on net monetary position | £ | £ 117,530 | |
Percentage of reasonably possible increase or decrease in exchange rates against functional currency | 11.39% | 11.39% |
Total effect on Loss of +ve movements | $ (13,388,000) | |
Total effect on Loss of -ve movements | $ 13,388,000 | |
Currency risk | UK Subsidiary | ||
Disclosure of sensitivity analysis to changes in risk exposures that arise from contracts within scope of IFRS 17 [line items] | ||
Amount of exposure on net monetary position | £ | £ 117,530 | |
Reasonable shift | ||
Disclosure of sensitivity analysis to changes in risk exposures that arise from contracts within scope of IFRS 17 [line items] | ||
Percentage of reasonably possible increase or decrease in exchange rates against functional currency | 11.39% | 11.39% |
Financial instruments and fai_7
Financial instruments and fair value disclosures - Liquidity risk (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | $ 27,257 | $ 33,519 | $ 19,528 |
Within one year | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 20,949 | 23,809 | 17,069 |
More than one year but less than two years | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 2,307 | 1,760 | |
More than two years but less than five years | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 4,001 | 7,950 | 2,459 |
Trade and other payables | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 18,831 | 22,655 | 17,069 |
Trade and other payables | Within one year | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 18,831 | 22,655 | 17,069 |
Deferred government grants | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 24 | 4,183 | 2,459 |
Deferred government grants | More than two years but less than five years | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 24 | 4,183 | $ 2,459 |
Lease liabilities | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 8,402 | 6,681 | |
Lease liabilities | Within one year | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 2,118 | 1,154 | |
Lease liabilities | More than one year but less than two years | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | 2,307 | 1,760 | |
Lease liabilities | More than two years but less than five years | |||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||
Financial liabilities on an undiscounted basis | $ 3,977 | $ 3,767 |
Subsidiaries (Details)
Subsidiaries (Details) | 12 Months Ended |
Sep. 30, 2023 | |
Arqit Limited | |
Disclosure of subsidiaries [line items] | |
Percentage of ownership interest in subsidiary | 100% |
Arqit Inc. | |
Disclosure of subsidiaries [line items] | |
Percentage of ownership interest in subsidiary | 100% |
Arqit LLC | |
Disclosure of subsidiaries [line items] | |
Percentage of ownership interest in subsidiary | 100% |
Arqit Italia S.R.L | |
Disclosure of subsidiaries [line items] | |
Percentage of ownership interest in subsidiary | 100% |
Arqit Quantum PTY Ltd | |
Disclosure of subsidiaries [line items] | |
Percentage of ownership interest in subsidiary | 100% |
Arqit Quantum (Singapore) Pte. Ltd | |
Disclosure of subsidiaries [line items] | |
Percentage of ownership interest in subsidiary | 100% |
Related party transactions (Det
Related party transactions (Details) | 12 Months Ended | ||||||
Sep. 12, 2023 $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 03, 2021 $ / shares | Aug. 20, 2021 GBP (£) | |
Disclosure of transactions between related parties [line items] | |||||||
Exercise price, warrants | $ / shares | $ 11.50 | ||||||
Heritage Assets SCSP, Ropemaker Nominees Limited and Carlo Calabria | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Number of shares sold | shares | 7,935,164 | ||||||
Number of shares purchasable on exercise of warrants issued | shares | 7,935,164 | ||||||
Offering price per ordinary share and accompanying warrant | $ / shares | $ 0.78 | ||||||
Heritage Assets SCSP, Ropemaker Nominees Limited and Carlo Calabria | 2023 Investor warrants | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Exercise price, warrants | $ / shares | $ 0.78 | ||||||
Arqit PTE | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Related party transactions, expense for secretarial and accounting services | $ 0 | $ 5,091 | $ 11,679 | ||||
Arqit PTE | David Williams | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Percentage of ownership interest held | 50 | ||||||
Amounts payable, related party transactions | 6,574 | ||||||
Related party transaction loans | £ | £ 2,000,000 | ||||||
Borrowings interest rate | 8% | ||||||
Interest paid on borrowings | 14,401 | $ 0 | |||||
Fee charged on borrowings | 88,800 | 0 | |||||
Arqit PTE | David Bestwick | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Percentage of ownership interest held | 50 | ||||||
Related party transaction loans | £ | £ 2,000,000 | ||||||
Borrowings interest rate | 8% | ||||||
Interest paid on borrowings | 14,401 | 0 | |||||
Fee charged on borrowings | 88,800 | 0 | |||||
Arqit PTE | Lt General VL Jamieson | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Related party transactions, expense for director services | $ 100,000 | 113,923 | 103,861 | ||||
Arqit PTE | General S Wilson | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Related party transactions, expense for director services | $ 100,000 | 100,575 | 73,398 | ||||
Arqit PTE | Notion Capital | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Related party transactions, expense for professional services | $ 0 | $ 1,750 | $ 0 |