The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the Company was that of a special purpose vehicle for financing purposes for the year under review.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Quantessence Financial Limited relies on equity funding invested by Quantessence Limited which in turn has been sourced from Euroclear SA. The Company does not face liquidity risk for the next twelve months.

Quantessence Financial Limited does not currently consider itself exposed to market risks as the Company holds no quoted investments.

The only credit obligations at the balance sheet date are in respect of trade debtors. In addition, Quantessence Financial Limited minimises the credit risk on its cash balance by holding its funds in deposit with banks with an investment grade rating.

Going Concern

The financial statements have been prepared on the going concern basis, the director expected that the Company has adequate resources by way of financial support from Euroclear, the ultimate parent company, to continue in operational existence for at least 12 months from when the financial statements are authorised for issue, therefore the directors continue to consider the going concern status to be appropriate.

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.

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 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.

We have audited the financial statements of Quantessence Financial 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 - 19 . 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:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and

• have been properly prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the 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' 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information.

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.

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.

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.

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:

• 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 available on the Financial Reporting Council’s website at: https://​www.frc.org.uk/​auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

Quantessence Financial 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.

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.

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 £.

The financial statements have been prepared under the historical cost convention. 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 Financial Ltd is a wholly owned subsidiary of Quantessence Ltd and the results of Quantessence Financial Ltd are included in the consolidated Financial Statements of Euroclear SA, the ultimate parent, which are available from 1 Boulevard Du Roi Albert li, Brussels, Belgium, 1210.

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.

The Company is supported by its parent entity, Quantessence Limited, which has confirmed its support for a period of at least 12 months from the date of approval of these accounts. Quantessence Limited in turn has received a letter of support from its ultimate parent undertaking Euroclear SA similarly giving support for the same period. On this basis the 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.true

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.

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 and liabilities are offset with the net presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is intention to settle on a net basis or to realise the asset and settle the liability simultaneously. The Company has financial assets primarily in the form of trade and other receivables and cash and cash equivalents. These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are initially recognised in the statement of financial position on settlement date at fair value plus directly related transaction costs, if any, when cash is advanced to the borrowers, They are subsequently measured at amortised costs using the effective interest method.

The Company has financial liabilities primarily in the form of trade and other payables. These liabilities are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market.

Basic financial liabilities including loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes as financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost.

Borrowings are initially measured at fair value, being the issued proceeds (fair value of consideration received) net of transaction costs incurred. Borrowings are subsequently measured 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.

The tax expense represents the sum of the tax currently payable and deferred 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 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.

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 are included in the income statement for the period.

Finance costs

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.

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.

At the date of authorisation of these financial statemets, the following Standards and Interpretations, which were not considered to have a material impact on the Company.

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: Disclosures)

Standards amendments in issue but not yet effective

The following amendments are effective for the period beginning 1 January 2025:

• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)

The preparation of the financial statements in conformity with IFRS requires the use of judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates may differ from the related actual results.

The credit for the year can be reconciled to the loss per the income statement as follows:

No liability to corporation tax arises from results in the period.

A deferred tax asset, at 25%, of £Nil (2023: £1,743,819) 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.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office address:

1 Boulevard du Roi Albert II, 1 a Bruxelles

The amounts owed by fellow group undertakings disclosed above are owed to Quantessence Financial SA, non-interest bearing, unsecured and repayable on demand.

Trade receivables disclosed above are classified and measured at amortised cost.

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 capital management is done in collaboration with the Board and Euroclear Holding SA.

The Company is not subject to any externally imposed capital requirements.

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.

(ii)    Interest rate risk

The majority of the Company’s financial assets and liabilities are non-interest bearing except for loans from parent undertaking, director loan account, lease liabilities and cash balances held at the bank and earning nominal interest. Except for loans from parent undertaking with fixed interest bearing. 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 £146,320, of which no loss allowance was provided (2023: total of £113,115, 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:

(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 the Groups in the statement of financial position.

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.

The key management personnel in the year ended 31 December 2024 are the directors of the business led by Peter De Clercq and Nikolaos Papadopoulos. Management does not have any post-employment benefits.

During the year the Company entered into the following transactions with Quantessence Financial SA (Beigium), a fellow group undertakings:

At the year end, the Company is owed £122,616 (2023: £110,400) by Quantessence Financial SA (Belgium).

At the year end, the Company owed £242,161 (2023: £149,152) to the Quantessence Financial SA (Belgium).

During the year, loan interest of £6,808 (2023: £3,584) was charged by Quantessence Financial SA in respect of the outstanding amount..

The immediate parent undertaking is Quantessence Limited, a company incorporated in England and Wales. The ultimate parent and 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.

There were no events after the balance date which require disclosure in these financial statements.