Company Registration No. 09360325 (England and Wales)
QUANTESSENCE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
QUANTESSENCE LIMITED
COMPANY INFORMATION
Directors
Pierre Yves Goemans
Wim Hautekiet
Peter De Clercq
Cecile Van Hentenryck
Company number
09360325 (England and Wales)
Registered office
33 Cannon Street
2nd Floor
London
EC4M 5SB
Auditor
MHA
Lyndean House
30-32 Albion Place
Maidstone
Kent
ME14 5DZ
QUANTESSENCE LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Statement of cash flows
9
Notes to the financial statements
10 - 23
QUANTESSENCE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the Company in the year under review continued to be that of a parent holding entity.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Pierre Yves Goemans
Wim Hautekiet
Peter De Clercq
Cecile Van Hentenryck
Nikolaos Papadopoulos
(Resigned 30 November 2024)
REVIEW OF BUSINESS AND RISK ANALYSIS
Liquidity Risk
Quantessence Limited relies on funding from Euroclear SA. The Company is funded using debt and equity financing from Euroclear SA. With the financial support of Euroclear SA and the debt obligations being long term, the directors have assessed the liquidity risk of the Group as low for the next twelve months.
Market Risk
Quantessence Limited does not currently consider itself exposed to market risks as its activities are not related to financial markets and it holds no quoted investments.
Foreign Exchange Risk
The Company's costs are GBP denominated, hence there is no noteworthy foreign exchange risk.
Credit Risk
The Company has not provided any loans to third parties during the year under review and is therefore subject to minimal credit risk. In addition, the Company minimises credit risk on its cash balances by holding funds with banks possessing strong investment grade ratings.
QUANTESSENCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Statement of directors' responsibilities
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) in conformity with the Companies Act 2006. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
ensure they have been prepared in accordance with IFRSs in conformity with the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The Auditor, MHA Audit Services LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
This report was approved and signed by the board on its behalf by:
Peter De Clercq
Director
18 December 2025
QUANTESSENCE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF QUANTESSENCE LIMITED
- 3 -
Opinion
We have audited the financial statements of Quantessence Limited ("the Company'') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes, including a summary of the significant accounting policies set out on pages 10 - 23. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.
In our opinion the financial statements:
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
QUANTESSENCE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF QUANTESSENCE LIMITED (CONTINUED)
- 4 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit
the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:
QUANTESSENCE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF QUANTESSENCE LIMITED (CONTINUED)
- 5 -
Enquiry of management around actual and potential litigation and claims;
Enquiry of management to identify any instances of non-compliance with laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
Reviewing minutes of meetings of those charged with governance; and
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Duncan Cochrane-Dyet, BSc BFP FCA (Senior Statutory Auditor)
For and on behalf of MHA, Statutory Auditor
Maidstone
United Kingdom
24 December 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership registered in England and Wales (registered number OC455542).
QUANTESSENCE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Notes
£
£
Administrative expenses
(171,502)
(149,845)
Operating loss
4
(171,502)
(149,845)
Finance costs
5
(420,991)
(480,789)
Finance income
5
3
Other gains and losses
6
(3,669)
Impairment loss of investment in a subsidiary
8
(11,854,621)
Loss before taxation
(592,490)
(12,488,924)
Income tax expense
7
-
-
Loss and total comprehensive income for the year
(592,490)
(12,488,924)
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 10 to 23 form part of these financial statements.
QUANTESSENCE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£
£
Non-current assets
Investments
8
10,267,277
10,267,277
Other receivables
10
68,000
68,000
10,335,277
10,335,277
Current assets
Trade and other receivables
10
8,672
71,253
Cash and cash equivalents
31,981
32,139
40,653
103,392
Current liabilities
Trade and other payables
12
952,150
479,319
Borrowings
11
450,336
1,719,286
1,402,486
2,198,605
Net current liabilities
(1,361,833)
(2,095,213)
Non-current liabilities
Borrowings
11
8,149,578
6,823,708
Total liabilities
9,552,064
9,022,313
Net assets
823,866
1,416,356
Equity
Called up share capital
13
710
710
Share premium account
14
14,692,373
14,692,373
Retained earnings
(13,869,217)
(13,276,727)
Total equity
823,866
1,416,356
The notes on pages 10 to 23 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 18 December 2025 and are signed on its behalf by:
P L A De Clercq
Director
Company registration number 09360325 (England and Wales)
QUANTESSENCE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2023
345
6,192,738
(787,803)
5,405,280
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(12,488,924)
(12,488,924)
Transactions with owners:
Issue of share capital
13
365
8,499,635
-
8,500,000
Balance at 31 December 2023
710
14,692,373
(13,276,727)
1,416,356
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(592,490)
(592,490)
Balance at 31 December 2024
710
14,692,373
(13,869,217)
823,866
The notes on pages 10 to 23 form part of these financial statements.
QUANTESSENCE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
20
343,266
18,503
Interest paid
(343,427)
(427,354)
Interest received
3
Net cash outflow used in operating activities
(158)
(408,851)
Investing activities
Purchase of fixed asset investments
(9,135,000)
Net cash used in investing activities
-
(9,135,000)
Financing activities
Proceeds from issue of shares
-
8,500,000
Repayment of borrowings
-
(2,500,000)
Proceeds from borrowings
-
3,500,000
Net cash generated from financing activities
-
9,500,000
Net decrease in cash and cash equivalents
(158)
(43,851)
Cash and cash equivalents at beginning of year
32,139
75,990
Cash and cash equivalents at end of year
31,981
32,139
The notes on pages 10 to 23 form part of these financial statements.
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
1
Accounting policies
Company information
Quantessence Limited is a private company limited by shares incorporated in England and Wales. The registered office is 33 Cannon Street, 2nd Floor, London, England, EC4M 5SB. The Company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a degree of judgement or complexity or areas where assumptions or estimates are significant to the financials are noted in the critical judgements accounting policy note.
Functional and presentational currency
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
Basis of preparation of financial statements
The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.
The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the Company as an individual entity and not about its group.
Quantessence Limited is a wholly owned subsidiary of Euroclear SA and the results of Quantessence Limited are included in the consolidated financial statements of Euroclear SA which are available from 1 Boulevard Du Roi Albert Ii, Brussels, Belgium, 1210.
1.2
Subsidiaries
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the Company has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists the Company considers all relevant facts and circumstances, including:
The size of the Company’s voting rights relative to both the size and dispersion of other parties who hold voting rights
Substantive potential voting rights held by the Company and by other parties
Other contractual arrangements
Historic patterns in voting attendance.
The results of subsidiaries are included in the Company's statement of profit or loss to the extent of dividends received and receivable. The Company's investments in subsidiaries that are not classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are stated at cost less any impairment losses.
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
1.3
Going concern
The Company is supported by its parent entity, Euroclear SA, and has received a letter confirming that support for a period of at least 12 months from the date of approval of these accounts. Taking this into account, ttruehe directors are of the opinion that the Company has adequate resources to enable it to undertake its planned activities over the next twelve months from the signing of the financial statements.
1.4
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.
1.5
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, 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.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The Company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.7
Financial liabilities
The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of selling or repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.
1.8
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.11
Borrowings are recognised initially at fair value, being the issue proceeds (fair value of consideration received) net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between proceeds net of transaction costs and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest rate method.
Borrowings with a convertible element are initially recognised at the present value of the future cash flows and subsequently amortised over the term of the agreement using the effective interest rate method. The difference between the present value and the fair value of the borrowings is expensed in the profit and loss account.
Preference shares are classified as financial liabilities and are presented in other borrowed funds.
1.12
Finance costs comprise interest expense arising on intercompany balances. These costs are recognised in profit or loss using the effective interest method over the period of the financing arrangement.
1.13
Finance income
Finance income comprises interest income on bank deposits and other financial assets. Interest income is recognised using the effective interest method, which allocates the interest income over the relevant period based on the carrying amount of the financial asset.
Bank interest income is recognised in the period in which it is earned, based on the contractual terms of the deposit or investment.
2
Adoption of new and revised standards and changes in accounting policies
At the date of authorization of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective:
The following amendments are effective for the period beginning 1 January 2024:
Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases);
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements);
Non-Current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and
Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosure)
Standards amendments in issue but not yet effective
The following amendments are effective for the period beginning 1 January 2025:
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
3
Critical accounting estimates and judgements
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. 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 the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Impairment
As at the reporting date, management has estimated the level of impairment in its investments in subsidiaries.
Based on a valuation exercise performed in-house using the most recent 3-year forecasts and an extrapolation of expected cash flows, management has taken into consideration various factors and key inputs such as company lifecycle, revenue stream, discount rate and growth rate in the calculation of the fair market value of its investments in subsidiaries using the Discounted Cash Flow (DCF) Method for Quantessence Financial Ltd (QFL) and the Royalty Relief Method for Quantessence Technology Ltd (QTL).
From the impairment assessment, it was determined that the recoverable amounts of the investments in QFL and QTL were £10,087,276 and £180,001 respectively.
The fair value of the Company’s interest-bearing borrowings from parent undertaking is determined by using the DCF method using the discount rate that reflects the Company’s borrowing rates as at the end of the reporting period. Changes in the Company’s own non-performance risk as at 31 December 2024 and 2023 were assessed to be insignificant.
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging:
Fair value change in financial liabilities
-
3,669
Auditors' remuneration
12,350
17,000
5
Net finance costs
2024
2023
£
£
Interest income
Bank interest
3
-
Total interest income
3
-
Interest expense
Other interest expenses
(420,991)
(480,789)
Total interest expense
(420,991)
(480,789)
Net finance costs
(420,988)
(480,789)
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
6
Other gains and losses
2024
2023
£
£
Increase in the value of financial liabilities
-
3,669
7
Income tax expense
The charge for the year can be reconciled to the loss per the income statement as follows:
2024
2023
£
£
Loss before taxation
(592,490)
(12,488,924)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 25.00%)
(148,123)
(3,122,231)
Changes in FV
917
Other tax adjustments
148,123
157,659
Impairment of investment in a subsidiary
2,963,655
Taxation charge for the year
-
-
No liability to corporation tax arises from results in the period.
A deferred tax asset, at 25% of £488,922 (2023: £340,800) has not been recognised on the basis of the uncertainty of future taxable profits.
Changes in tax rates and factors affecting the future tax charges
There were no factors that may affect future tax charges.
8
Investments
Non-current
2024
2023
£
£
Investments in subsidiaries
10,267,277
10,267,277
10,267,277
10,267,277
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Investments
(Continued)
- 17 -
Movements in non-current investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2024 & 31 December 2024
10,267,277
Carrying amount
At 31 December 2024
10,267,277
At 31 December 2023
10,267,277
9
Subsidiaries
Details of the Company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Address
Principal activities
Class of
% Held
shares held
Direct
Voting
1. Quantessence Financial Limited
United Kingdom
Investment Vehicle
Ordinary Shares
100
100
2. Quantessence Technology Limited
United Kingdom
Ring Fencing of Quantessence Software
Ordinary Shares
100
100
3. Quantessence Financial SA
Belgium
Software Design
Ordinary Shares
100
-
Registered office addresses (all UK unless otherwise indicated):
1
33 Cannon Street, 2nd Floor, London, England, EC4M 5SB
2
33 Cannon Street, 2nd Floor, London, England, EC4M 5SB
3
1 Boulevard du Roi Albert II, 1 a Bruxelles
10
Trade and other receivables
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Unpaid share capital
68,000
68,000
VAT recoverable
3,906
2,372
-
-
Prepayments
4,766
68,881
-
-
8,672
71,253
68,000
68,000
Trade receivables disclosed above are classified and measured at amortised cost.
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
11
Borrowings
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Unsecured borrowings:
Redeemable preference shares
-
-
2,000
2,000
Loans from parent undertaking
450,336
1,719,286
8,147,578
6,821,708
450,336
1,719,286
8,149,578
6,823,708
1,000 Preferred A shares of £1 each are redeemable on notice following payment of a relevant dividend in respect of accounting period 31 December 2024. Preferred A shares shall not entitle the holders thereof to receive notice of, attend or vote at general meetings of the company.
1,000 Preferred B shares of £1 each are redeemable on notice following payment of a relevant dividend in respect of accounting period 31 December 2024. Preferred B shares shall not entitle the holders thereof to receive notice of, attend or vote at general meetings of the company.
No preferred shares were redeemed in 2024.
Loans from parent undertaking are classified based on the amounts that will be due within the next 12 months and after more than 12 months from the reporting date as shown above. The outstanding loan amount of £8,597,914 (2023: £8,540,994) is made up of a tranche of a loan without conversion right classified as a liability at amortised cost of £773,059 (2023: £773,750) and the rest of the loans with both conversion and prepayment rights classified as fair value through profit and loss of £7,824,856 (2023: £7,767,244). The interest charged on the loan at amortised cost was 6.78% in average (2023: 6%) and the interest charged on the rest of the loans at fair value was ranging from 2.9% to 5.37% (2023: 2.9% - 5.37%).
12
Trade and other payables
2024
2023
£
£
Trade payables
19,043
154,063
Amounts owed to subsidiary undertakings
915,062
301,736
Other payables
18,045
23,520
952,150
479,319
The amounts owed to fellow group undertakings disclosed above are owed to Quantessence Financial SA. Interest of £20,644 (2023: £8,890) at annual interest rate of 3.5% on average outstanding balance was charged on amounts owed to the fellow group undertakings.
13
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 1p each
71,013
71,013
710
710
The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
14
Share premium account
2024
2023
£
£
At the beginning of the year
14,692,373
6,192,738
Issue of new shares
-
8,499,635
At the end of the year
14,692,373
14,692,373
15
Controlling party
The ultimate controlling party is Euroclear Holding SA, incorporated in Belgium. Euroclear Holding SA includes the Company in its consolidated financial statements. This is the largest and smallest Group in which the results of the Company are consolidated. The consolidated financial statements are prepared in accordance with IFRS and are available to the public and can be obtained from their website.
16
Capital risk management
The Company's objectives when managing capital are to safeguard their ability to continue as a going concern so that they can, moving forward, provide returns for shareholders and benefits to other stakeholders as well as maintain an optimal capital structure to reduce the cost of capital. The management also monitors the Belgian regulated entity's capital to be compliant with FSMA regulations and to cover any adverse effects of potential operational losses.
The capital management is done in collaboration with the Board and Euroclear Holding SA.
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
17
Financial risk management objectives and policies
The Company activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
The directors are responsible for setting the objectives and underlying principles of financial risk management for the Company. The management team then establishes the detailed policies such as risk identification and measurement, exposure limits and hedging strategies. Financial risk management is carried out by accounting personnel.
(a)
Market risk
(i)
Currency risk
Foreign exchange risk arises when future commercial transactions, recognised assets and liabilities are denominated in a currency that is not the entity's functional currency. The Company currently has no foreign currency exposure as there is no such significant asset or liability denominated not in the entity's functional currency.
(ii) Interest rate risk
The majority of the Company’s financial assets and liabilities are non-interest bearing except for loans from parent undertaking and cash balances held at the bank and earning nominal interest. The Company has insignificant financial assets and financial liabilities that are exposed to interest rate risk. Changes in the interest rate would not be significant to the Company.
(b) Credit risk
Credit risk is the risk of financial loss to the Company if counterparties fail to meet contractual obligations. This arises principally from trade and other receivables and deposits placed with financial institutions. Trade and other receivables are reviewed to ensure timely collection. Credit risk associated with cash and bank balances is managed by placing deposits with reputable banks or financial institutions assigned high long term credit ratings. The Company has not provided any loans to third parties during the year under review and is therefore subject to minimal credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset. As at 31 December 2024 and 2023, there are no financial assets past due and/or impaired.
Financial assets subject to IFRS 9’s impairment requirements
The Company’s financial assets subject to the expected credit loss model within IFRS 9 is trade and other receivables. For these financial assets carried at amortised cost, the Company applied the general approach. As at 31 December 2024, the total of trade and other receivables were £8,673, of which no loss allowance was provided (2023: total of £70,372, of which no loss allowance was provided). No assets are considered impaired and no amounts have been written off in the year.
The table below shows the categories of financial assets at year-end:
| | |
| | |
Trade and other receivables | | |
Cash and cash equivalents | | |
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Financial risk management objectives and policies
(Continued)
- 21 -
(c) Liquidity risk
Liquidity risk is the risk that the company will encounter difficulty in settling a liability or selling a financial asset quickly at close to its fair value. The company manages its liquidity risk by maintaining sufficient cash and bank balances to enable it to meet its normal operating requirements and by monitoring the company’s liquid capital. The majority of the company’s liabilities are borrowings from a Group entity.
The table below shows the categories of financial liabilities at year end.
As at 31 December 2024 and 2023, the directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximate their fair values. Except the interest-bearing borrowings from parent undertaking at fair value through profit and loss, there is no other assets and liabilities carried at fair value but which the fair value is disclosed.
Maturity analysis
The Company maintains adequate reserves by monitoring cash flows and matching maturity profiles of financial assets and financial liabilities. An analysis of maturity profile of financial instruments is listed below.
2024
2023
£
£
Financial Assets
On demand and less than 3 months
3,907
2,372
3 months to 1 year
-
-
1 year or above
68,000
68,000
71,907
70,372
2024
2023
£
£
Financial Liabilities
On demand and less than 3 months
54,595
75,190
3 months to 1 year
395,741
1,644,096
1 year or above
8,149,578
6,823,708
8,599,914
8,542,994
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
18
Fair value hierarchy of financial liabilities
Financial liabilities for which fair values are disclosed:
Carrying value
Fair value
Carrying amount
Fair value measurement categorised value
Level 1
Level 2
Level 3
2024
2023
2024
2023
£
£
£
£
£
£
Interest bearing borrowings from parent undertaking
7,824,856
7,767,244
-
-
7,824,856
7,767,244
7,824,856
7,767,244
-
-
7,824,856
7,767,244
There have been no transfers between Level 1, Level 2 and Level 3 during the year (2023: Nil). The movements in fair value measurement in Level 3 during the year were as follows:
2024
2023
£
£
Interest bearing borrowings from parent undertaking at fair value:
At 1 January
7,767,244
6,719,030
Loan interest accrued
355,289
426,274
Additions
-
3,500,000
Fair value change
-
3,669
Repayment
(297,677)
(2,881,729)
7,824,856
7,767,244
The fair value of the Company's interest-bearing borrowings from parent undertaking is determined by using the DCF method using the discount rate that reflects the Company's borrowing rates as at the end of the reporting period. Changes in the Company's own non-performance risk as at 31 December 2024 and 2023 were assessed to be insignificant.
QUANTESSENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
19
Related party transactions
As at 31 December 2024, the company owed £8,599,914 (2023: £8,542,994) to Euroclear SA, a parent undertaking. During the year, loan interest of £400,347 (2023: £427,354) was charged by Euroclear SA. Loans payable to Euroclear SA have been disclosed in notes 11 and 12 above.
During the year, loan interest of £20,644 (2023: £8,890) was charged by Quantessence Financial SA in respect of amount owed to fellow subsidiary undertakings as disclosed in note 12 above.
20
Cash generated from operations
2024
2023
£
£
Loss for the year after tax
(592,490)
(12,488,924)
Adjustments for:
Finance costs
420,991
480,789
Finance income
(3)
Other gains and losses
-
3,669
Impairment of investment in subsidiary
-
11,854,621
Movements in working capital:
Decrease/(increase) in trade and other receivables
62,581
(62,649)
Increase in trade and other payables
452,187
230,997
Cash generated from operations
343,266
18,503
21
Event after the balance sheet date
There were no events after the balance date which require disclosure in these financial statements
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