Rothschild & Co Continuation Finance B.V.
Amsterdam, the Netherlands
Annual report 2024
Rothschild & Co Continuation Finance B.V.
Basisweg 10
1043 AP Amsterdam
The Netherlands
Chamber of Commerce: 24151956
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Table of contents
Page
Directors' report 2
Financial statements
Balance sheet as at 31 December 2024 4
Income statement for the year 2024 5
Cash flow statement for the year 2024 6
Notes to the financial statements 7
Notes to the balance sheet 11
Notes to the income statement 15
Other notes 16
Other information
Reference to the auditor's opinion 17
Provisions of the Articles of Association relating to profit appropriation 17
1
Rothschild & Co Continuation Finance B.V.
Annual report for the year 2024
Directors' report
General
Management hereby presents to the shareholder the annual report of Rothschild & Co Continuation Finance B.V.
(the ''Company'') for the year 2024.
Activities and results
During the period under review, activities and results of the Company developed in line with expectations.
The Company's purpose is to act as a finance company for Rothschild & Co S.C.A. and its subsidiaries (the
''Rothschild & Co Group'' or the ''Group''). It has issued a number of years ago two tranches of Floating Rate Notes
(the ''Notes'') of which one tranche in the amount of USD 45,000,000 was repaid in January 2015. The outstanding
amount of the Notes as at 31 December 2024 amounts to USD 200,000,000 (2023: USD 200,000,000). The
proceeds of the notes issue have been lent to companies in the Group. The Company has not developed any
additional finance activities during this financial year.
The interest payments on the debt have been referenced to USD Libor. Following the cessation of Libor on the 30
June 2023 (and the cessation of synthetic Libor on 30 September 2024), the Agent bank was no longer able to
determine the rate of interest. The Trustee has therefore determined the rate in accordance with the terms of the
Notes, after appointing an independent financial adviser to provide guidance as to the fair and reasonable
replacement reference rate. The recommendation was that the replacement reference rate should be 6-month
Term SOFR plus the spread adjustment of 0.42826% p.a. This was implemented pursuant to a Deed of
Amendment dated 17 March 2025.
The margin on the loans granted against the notes proceeds stands at 0.167%. Additionaly, the Company entered
into a Limited Recourse Guarantee Agreement (''LGRA'') has been entered into with the note guarantor, Rothschild
& Co Continuation Limited, to limit the risk of the Company to EUR 2,000,000.
The equity of the Company as at 31 December 2024 amounts to EUR 2,568,724 (31 December 2023: EUR
2,327,929).
The result for the year 2024 amounts to a profit of EUR 240,795 (2023: EUR 176,268 profit).
Changes in management
During the year no changes occurred in the management of the Company.
Financial instruments
The Company's loan assets and loan liabilities are denominated in the same currency. The interest rates are
related meaning that a fixed positive margin applies. Interest payment dates are the same for both asset and
liability loans. Therefore the need for financial instruments to cover currency or interest rate exposures does not
exist. Hence the Company is not engaged in any financial instruments covering such risks.
Risk management
The principal risk of the Company is credit risk as the proceeds of the notes have been on lent to and are
guaranteed by note guarantor, Rothschild & Co Continuation Limited, a company within the Group. The Company
is therefore dependent on the Group to meet its obligations under the notes. The Group companies continue to be
in a position to meet their obligations and geopolitical and economic events are not considered to have materially
altered this. As there is a LRGA in place, the risk of the Company is limited to EUR 2 million.
Foreign exchange, market and liquidity risk is not material as the notes and loans are borrowed and lent
substantially on the same terms. This ensures the Company has minimal risk in line with its risk appetite.
2
Rothschild & Co Continuation Finance B.V.
Annual report for the year 2024
Audit committee
The audit committee function for the Company has been assumed by the audit committee of Rothschild & Co
S.C.A., incorporated and domiciled in France, which controls the Company. The Rothschild & Co S.C.A. audit
committee meets at least four times a year. It considers the Company's accounts on one of those four occasions.
Members of the Rothschild & Co S.C.A. audit committee are:
- Sir Peter Estlin, Chairman;
- Groupe Industriel Marcel Dassault, represented by Olivier Costa de Beauregard;
- Lord Mark Sedwill; and
- Véronique Weill.
Future outlook
No material change in activities is contemplated for the coming year. It is expected that the result will be in line with
that of the reporting period. Furthermore, management has no current plans which would have a significant
influence on expectations concerning future activities, investments, financing, staffing and profitability.
Statement as required under Article 5:25c paragraph 2-c of the Financial Markets Supervision Act
The financial statements provide to the best of our knowledge a true and fair view of the Company´s assets and
liabilities, financial position, result for the year and give a fair view of the activities and developments of the
business during the year 2024. Material risks, if any, are properly disclosed.
Subsequent events
Management is not aware of any significant events that have occurred since the balance sheet date that were not
included in the financial statements for the year 2024.
Amsterdam
,
28 March 2025
Managing directors,
P.W. Barbour
(Manging Director)
R.A.F. Zee
(Manging Director)
E. Heysman
(Manging Director)
3
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Balance sheet
as at 31 December 2024
(Before distribution of result)
Assets
31-12-2024 31-12-2023
EUR
EUR
EUR
EUR
Fixed assets
Financial assets
Loans to group companies
1
193,169,898
181,200,224
Current assets
Receivables
Receivables from group companies
2
2,547,260
3,006,530
Accruals and prepaid expenses
3
5,120 15,065
2,552,380
3,021,595
Cash and cash equivalents
4
2,542,923
2,267,261
Total assets 198,265,201 186,489,080
Equity and liabilities
Shareholder's equity
Share capital
5
18,172
18,172
Other reserves
6
2,309,757
2,133,489
Unappropriated result 240,795 176,268
2,568,724
2,327,929
Non-current liabilities
Floating Rate Notes
7
193,169,898
181,200,224
Current liabilities
Taxes
8
18,438
-
Other payables
9
2,463,922
2,927,517
Accruals and deferred income
10
44,219 33,410
2,526,579
2,960,927
Total equity and liabilities 198,265,201 186,489,080
4
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Income statement for the year 2024
2024 2023
EUR EUR EUR EUR
Interest and similar income
11
11,204,625 10,410,700
Interest and similar expenses
12
(10,804,195)
(10,170,096)
Net interest Income 400,430 240,604
Financial income and expenses
400,430 240,604
Other operating income
13
-
146,606
General & administrative expenses
14
(96,919) (168,276)
(96,919) (21,670)
Result before tax
303,511 218,934
Corporate income tax
15
(62,716) (42,666)
Result after tax 240,795 176,268
5
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Cash flow statement for the year 2024
2024 2023
EUR EUR EUR EUR
Total of cash flows from (used in) opera-
ting activities
Operating result
400,430
240,604
Changes in working capital
Receivables from group companies
2
459,270
(799,987)
Accruals and prepaid expenses
3
9,945
65,775
Increase (decrease) in other payables (434,348) 779,694
34,867 45,482
Total of cash flows from (used in) opera-
tions
435,297
286,086
General & administrative expenses
14
(96,919)
(168,276)
Income tax paid
15
(62,716)
(42,666)
Other operating income - 146,606
(159,635) (64,336)
Total of cash flows from (used in) opera-
ting activities
275,662 221,750
Total of increase (decrease) in cash and
cash equivalents
275,662 221,750
Movement in cash and cash equivalents
Cash and cash equivalents at the beginning of
the period
2,267,261
2,045,511
Increase (decrease) cash and cash equivalents 275,662 221,750
Cash and cash equivalents at the end of the pe-
riod 2,542,923 2,267,261
6
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Notes to the financial statements
Entity information
Registered address and registration number trade register
The registered and actual address of Rothschild & Co Continuation Finance B.V. is Basisweg 10, 1043 AP in
Amsterdam, the Netherlands. Rothschild & Co Continuation Finance B.V. is registered at the Chamber of
Commerce under number 24151956.
General notes
The most important activities of the entity
The objective of Rothschild & Co Continuation Finance B.V. (the Company) is to act as finance company for
Rothschild & Co S.C.A. and its subsidiaries (the Rothschild & Co Group or the Group. It has issued a number of
years ago two tranches of Floating Rate Notes of which one tranche in the amount of USD 45,000,000 was repaid
in January 2015. The outstanding amount of Floating Rate Notes as at 31 December 2024 amounts to USD
200,000,000 (31 December 2023: USD 200,000,000). The proceeds of the notes issue have been lent to companies
in the Group. The Company has not developed any additional finance activities during this financial year.
Disclosure of going concern
These financial statements have been prepared on a going concern basis, which basis for valuation and
determination of results assumes that the Company will be able to realise its assets and discharge its liabilities in
the normal course of business.
Disclosure of group structure
The Company is part of a group, headed by Rothschild & Co Concordia SAS, incorporated and domiciled in France.
The financial data of the Company is included in the consolidated financial statements of Rothschild & Co S.C.A.
with its registered office at 23 bis, avenue de Messine, 75008 Paris, France. These consolidated financial
statements can be obtained via the official website of Rothschild & Co S.C.A., www.rothschildandco.com.
Disclosure of estimates
The preparation of the financial statements requires management to make estimates and assumptions that
influence the application of principles and the reported values of assets and liabilities and of income and
expenditure. The actual results may differ from these estimates. The estimates and the underlying assumptions are
constantly assessed. Revisions of estimates are recognised in the period in which the estimate is revised and in
future periods for which the revision has consequences.
General accounting principles
The accounting standards used to prepare the financial statements
The financial statements are prepared in accordance with accounting principles generally accepted in the
Netherlands and comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil
Code. The financial statements are prepared under the historical cost convention and presented in Euro (EUR).
Income and expenses are accounted for on an accrual basis. Profit is only included when realised on balance sheet
date. Liabilities and any losses originating before the end of the financial year are taken into account if they have
become known before preparation of the financial statements.
The accounting principles remained unchanged compared to previous year.
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Rothschild & Co Continuation Finance B.V.
Annual report 2024
Conversion of amounts denominated in foreign currency
Assets and liabilities denominated in foreign currencies are translated at period-end exchange rates. Foreign
currency transactions are accounted for at the exchange rates prevailing at the date of the transactions. Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies, are recognized in the income statement. Non-monetary balance sheet items,
which are valued at cost and resulting from transactions in foreign currencies, are translated at the rate prevailing
on the date of the transaction.
The exchange rates of the Company as at 31 December 2024 is to USD 1 = EUR 0.96585 (31 December 2023:
USD 1 = EUR 0.90600).
Financial instruments
Financial instruments include both primary financial instruments, such as receivables and liabilities, and financial
derivatives. Reference is made to the recognition per balance sheet item for the principles of primary financial
instruments. Financial instruments are valued at amortised cost unless explained otherwise in the notes. Due to the
short-term nature of the financial instruments included in these financial statements, the estimated fair value for
these financial instruments approximates the book value.
Financial and non-financial contracts may contain terms and conditions that meet the definition of derivative
financial instruments. Such an agreement is separated from the host contract if its economic characteristics and
risks are not closely related to the economic characteristics and risks of the host contract, a separate instrument
with the same terms and conditions as the embedded derivative would meet the definition of a derivative, and the
combined instrument is not measured at fair value with changes in fair value recognised in the profit and loss
account.
Accounting principles
Impairment of non-current assets
On each balance sheet date, Rothschild & Co Continuation Finance B.V. assesses whether there are any
indications that a fixed asset may be subject to impairment. If there are such indications, the recoverable amount of
the asset is determined. If it is not possible to determine the recoverable amount of the individual asset, the
recoverable amount of the cash-generating unit to which the asset belongs is determined. An impairment occurs
when the carrying amount of an asset is higher than the recoverable amount; the recoverable amount is the higher
of the realisable value and the value in use.
An impairment loss is directly recognised in the profit and loss account while the carrying amount of the asset
concerned is concurrently reduced.
The realisable value is initially based on a binding sale agreement; if there is no such agreement, the realisable
value is determined based on the active market, whereby usually the prevailing bid price is taken as market price.
For the determination of the value in use, an estimate is made of the future net cash flows in the event of continued
use of the asset / cash-generating unit; these cash flows are discounted.
If it is established that an impairment that was recognised in the past no longer exists or has reduced, the increased
carrying amount of the asset concerned is set no higher than the carrying amount that would have been determined
if no impairment value adjustment for the asset concerned had been reported. An impairment of goodwill is not
reversed.
Receivables
Receivables are initially valued at the fair value of the consideration to be received, including transaction costs if
material. Receivables are subsequently valued at the amortised cost price. If there is no premium or discount and
there are no transaction costs, the amortised cost price equals the nominal value of the accounts receivable.
Provisions for bad debts are deducted from the carrying amount of the receivable.
Cash and cash equivalents
Cash at banks and in hand represent cash in hand, bank balances and deposits with terms of less than twelve
months. Overdrafts at banks are recognised as part of debts to lending institutions under current liabilities. Cash at
banks and in hand is valued at nominal value.
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Rothschild & Co Continuation Finance B.V.
Annual report 2024
Current assets
Current assets are initially valued at the fair value of the consideration to be received, including transaction costs if
material. Trade receivables are subsequently valued at the amortised cost price. Provisions for bad debts are
deducted from the carrying amount of the receivable.
Non-current liabilities
On initial recognition long-term debts are recognised at fair value. Transaction costs which can be directly attributed
to the acquisition of the long-term debts are included in the initial recognition. After initial recognition long-term
debts are recognised at the amortised cost price, being the amount received taking into account premiums or
discounts and minus transaction costs. If there is no premium / discount or if there are no transaction costs, the
amortised cost price is the same as the nominal value of the debt.
The difference between stated book value and the mature redemption value is accounted for as interest cost in the
income statement on the basis of the effective interest rate during the estimated term of the long-term debts.
Current liabilities
On initial recognition current liabilities are recognised at fair value. After initial recognition current liabilities are
recognised at the amortised cost price, being the amount received taking into account premiums or discounts and
minus transaction costs. This is usually the nominal value.
Accounting principles for determining the result
The result is the difference between the realisable value of the goods/services provided and the costs and other
charges during the year. The results on transactions are recognised in the year in which they are realised.
General and administrative expenses
General and administrative expenses comprise costs chargeable to the year that are not directly attributable to the
cost of the goods and services sold.
Other operating expenses
Costs are determined on a historical basis and are attributed to the reporting year to which they relate.
Financial income and expenses
Interest income and expenses are recognised on a pro rata basis, taking account of the effective interest rate of the
assets and liabilities to which they relate. In accounting for interest expenses, the recognised transaction expenses
for loans received are taken into consideration.
Income tax expense
Corporate income tax is calculated at the applicable rate on the result for the financial year, taking into account
permanent differences between profit calculated according to the financial statements and profit calculated for
taxation purposes. Temporary differences between the reporting for tax purposes and the financial statements are
recognised as deferred taxes based on the current tax rate. Deferred tax assets and liabilities are netted. Net
deferred tax assets will be included in the balance sheet if actual realisation is assumed probable by the Company's
management.
Corporate income tax expense comprises current and deferred tax. Current tax is the expected tax payable on the
taxable income for the year and any adjustment to tax payable in respect of previous years. Corporate income tax
expense is recognised in the statement of income except to the extent that it relates to items recognised directly in
equity.
9
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Cash flow statement
The cash flow statement has been prepared using the indirect method. The cash items disclosed in the cash flow
statement comprise cash at banks and in hand except for deposits with a maturity longer than three months. Cash
flows denominated in foreign currencies have been translated at average estimated exchange rates. Exchange
differences affecting cash items are shown separately in the cash flow statement. Interest paid and received,
dividends received and income taxes are included in cash from operating activities. Dividends paid are recognised
as cash used in financing activities. Transactions not resulting in inflow or outflow of cash, including finance leases,
are not recognised in the cash flow statement. Payments of finance lease instalments qualify as repayments of
borrowings under cash used in financing activities and as interest paid under cash generated from operating
activities.
10
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Notes to the balance sheet
Assets
Fixed assets
Financial assets
31-12-2024 31-12-2023
EUR EUR
1 Loans to group companies
N.M. Rothschild & Sons Ltd.
96,584,949
90,600,112
Rothschild & Co Continuation Holdings AG 96,584,949 90,600,112
193,169,898 181,200,224
The Company has provided loans denominated in USD to two entities of the Group, loans of USD 100,000,000
each. The loans are unsecured and carry interest at 0.167% above the interest rate applying to the corresponding
Floating Rate Notes (see note 7). In addition a Limited Recourse Guarantee Agreement has been entered into with
Rothschild & Co Continuation Limited which limits the credit risk of the Company to EUR 2,000,000. The interest
payable by N.M. Rothschild & Sons Limited is subject to dividend payment or declaration by the borrower. This
reference to the terms of the Floating Rate Notes issued by the Company. The loans are repayable on dates
corresponding to the repayment dates of the Floating Rate Notes.
Credit risk arising from the exposure to the group companies has been considered by the Company in accordance
with Dutch GAAP RJ 290. There are no indications of impairment and the fair value of the loans to group
companies is not expected to deviate significantly from the fair value of the Floating Rate Notes issued by the
Company, as set out in note 7.
31-12-2024 31-12-2023
EUR
EUR
N.M. Rothschild & Sons Ltd.
Balance as at beginning of the year
90,600,112
93,605,000
Currency translation differences 5,984,837 (3,004,888)
Balance as at end of the year 96,584,949 90,600,112
Rothschild & Co Continuation Holdings AG
Balance as at beginning of the year
90,600,112
93,605,000
Currency translation differences 5,984,837 (3,004,888)
Balance as at end of the year 96,584,949 90,600,112
11
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Current assets
Receivables
31-12-2024 31-12-2023
EUR EUR
2 Receivables from group companies
Receivables from group companies 2,547,260 3,006,530
N.M. Rothschild & Sons Ltd.
1,273,630
1,503,265
Rothschild & Co Continuation Holdings AG 1,273,630 1,503,265
2,547,260 3,006,530
3 Accruals and prepaid expenses
Other prepaid expenses
362
362
VAT receivable 4,758 14,703
5,120 15,065
4 Cash and cash equivalents
Overnight deposit
-
2,000,000
ABN Amro account - EUR
13,198
162,839
ABN Amro account - USD
29,725
104,422
ABN AMRO Deposit arrangement 2,500,000 -
2,542,923 2,267,261
The amount of EUR 2,500,000 is on a weekly deposit with ABN AMRO, therefore not freely available until 7
January 2025. The remaining cash and cash equivalents are freely available to the Company.
12
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Equity and liabilities
Shareholder's equity
5 Share capital
The issued and paid-up share capital of the Company amounts to EUR 18,172 divided into 2,200 shares of
EUR 8.26 each.
31-12-2024 31-12-2023
EUR EUR
6 Other reserves
Balance as at 1 January
2,133,489
1,933,292
Appropriation of result 176,268 200,197
Balance as at 31 December 2,309,757 2,133,489
Disclosure of other reserves
In the general meeting held on 4 April 2024, it was decided to add the result for the year ended 31 December 2023
to the other reserves.
Disclosure of result after tax for the year
The management of the Company proposes to appropriate the result as follows:
The appropriation of profit for the year 2024 in the amount of EUR 240,795 will be fully added to the other reserves.
This proposal needs to be adopted by the General Meeting and has therefore not yet been processed in the annual
accounts 2024 for the Company.
13
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Non-current liabilities
31-12-2024 31-12-2023
EUR EUR
7 Floating Rate Notes
Floating Rate Notes 193,169,898 181,200,224
Floating Rate Notes (USD 200,000,000)
Balance as at beginning of the year
181,200,224
187,210,000
Currency translation differences 11,969,675 (6,009,776)
Balance as at end of the year 193,169,899 181,200,224
The Company has in issue USD denominated Floating Rate Notes (the "Notes"). The Notes carry interest at six
month USD ICE Libor plus 0.25% (2024: 4.9375%, 2023: 6.1875%). Pursuant to a Deed of Amendment dated 17
March 2025, the replacement reference rate of 6-month Term SOFR plus the spread adjustment of 0.42826% p.a.
plus the margin of 0.25% will be applied for future interest. The Notes are guaranteed by Rothschild & Co
Continuation Limited on a subordinated basis. The Notes amount to USD 200,000,000 and do not have a fixed
repayment date. The Company may on any interest payment date redeem some or all of the Notes provided it has
given not more than 45 days' nor less than 30 days' notice to the noteholders.
The Notes are listed on the Luxembourg Stock Exchange with the price at 31 December 2024 of EUR 0.82782
(2023: EUR 0.85418) per USD 1.
Current liabilities
31-12-2024 31-12-2023
EUR EUR
8 Taxes
Corporate income tax
18,438 -
9 Other payables
Interest payable - Floating Rate Notes 2,463,922 2,927,517
10 Accruals and deferred income
Audit fees payable
27,419
21,800
General and administrative expenses payable 16,800 11,610
44,219 33,410
14
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Notes to the income statement
2024 2023
EUR EUR
11 Interest and similar income
Interest income - loans to group companies
11,127,664 10,406,760
Interest income deposits
74,689 1,579
Credit interest 2,272 2,361
11,204,625 10,410,700
12 Interest and similar expenses
Interest expense - Floating Rate Notes
(10,812,884) (10,152,784)
Foreign exchange results 8,689 (17,312)
(10,804,195) (10,170,096)
13 Other operating income
Other operating income - 146,606
14 General & administrative expenses
General & administrative expenses (96,919) (168,276)
The Company has engaged Forvis Mazars Accountants N.V. to perform a statutory audit on the financial
statements 2024. The audit fee charged amounts to EUR 22,000. Forvis Mazars Accountants N.V. provides no
services outside the scope of the audit on the financial statements.
15 Corporate income tax
Other income tax expense (62,716) (42,666)
Total of income tax expense (62,716) (42,666)
Corporate income tax - Current year
(64,711)
(43,901)
Corporate income tax - Previous year 1,995 1,235
(62,716) (42,666)
15
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Other notes
Average number of employees
During the period ended year 2024, the Company did not employ any employees (31 December 2023: nil). The
Company has 3 directors (period ended 31 December 2023: 3) who did not receive any remuneration during the
year under review (remuneration period ended 31 December 2023: nil).
Subsequent events
Management is not aware of any significant events that have occurred since the balance sheet date that were not
included in the financial statements for the year 2024.
Amsterdam
, 28 March 2025
Managing directors,
P.W. Barbour
(Manging Director)
R.A.F. Zee
(Manging Director)
E. Heysman
(Manging Director)
16
Rothschild & Co Continuation Finance B.V.
Annual report 2024
Other information
Reference to the auditor's opinion
The opinion of the Company's auditors is attached.
Provisions of the Articles of Association relating to profit appropriation
Under Dutch Civil Law, no dividends can be declared until all losses have been recovered. Subject to this the profits
are at the disposal of the shareholders. Management proposes that the result for the year will be appropriated to
reserves and no dividend will be paid.
17
Forvis Mazars Accountants N.V. with its registered office in Rotterdam (Trade register Rotterdam nr. 24402415)
Watermanweg 80
P.O. Box 23123
3001 KC Rotterdam
The Netherlands
T: +31 88 277 15 76
forvismazars.com/nl
Independent auditor’s report
To the General Meeting of Shareholders and the Audit Committee of
Rothschild & Co Continuation Finance B.V.
Report on the audit of the financial statements for the year ended 31 December
2024 included in the annual report
Our opinion
We have audited the financial statements for the year ended 31 December 2024 of Rothschild & Co Continuation
Finance B.V. In our opinion the accompanying financial statements give a true and fair view of the financial
position of Rothschild & Co Continuation Finance B.V. as at 31 December 2024 and of its result for the year then
ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
● the balance sheet as at 31 December 2024;
● the profit and loss account for 2024; and
● the notes comprising a summary of the accounting policies and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the financial
statements’ section of our report.
We are independent of the company in accordance with the "EU Regulation on specific requirements regarding
statutory audit of public-interest entities", the "Audit firms supervision act" (Wta), "Dutch Independence Standard
regarding assurance engagements (ViO)” and other relevant independence requirements in the Netherlands.
Furthermore, we have complied with the "Dutch Code of Ethics (VGBA)”.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Forvis Mazars
2
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming
our opinion thereon. The following information in support of our opinion and any findings were addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgement we determined the performance materiality for the financial statements as a
whole at EUR 991,000. The materiality is based on 0.5% of total assets. We use total assets given the company’s
main activity is issuing notes for the purpose of intra-group lending. We have also taken into account
misstatements and/or possible misstatements that in our opinion are material for the users of the financial
statements for qualitative reasons.
We agreed with the Audit Committee that misstatements in excess of EUR 30,000, which are identified during the
audit, would be reported to them, as well as smaller misstatements that in our view must be reported on
qualitative grounds.
Audit response to the risks of fraud and non-compliance with laws and regulations
The company’s fraud risk assessment and response to fraud risks and non-compliance
As part of our audit, we have obtained an understanding of the company and it’s environment, and assessed the
company’s internal controls in relation to fraud and non-compliance. This includes obtaining an understanding of
management’s processes for identifying and responding to the risks of fraud and non-compliance in the company,
and how the Audit Committee exercises oversight over these processes, as well as the outcomes.
Fraud risk assessment
We identified fraud risk factors with respect to financial reporting fraud, misappropriation of assets and corruption.
We evaluated if those factors indicate that a risk of material misstatement in the financial statements is present.
We had special attention for the risks of management override of controls. We identified this risk primarily in the
area where journal entries are recorded in the general ledger and other adjustments are made in the preparation
of the financial statements and where judgement is involved, such as in relation to the valuation of the loans
issued for which we refer to our key audit matter.
We rebutted the presumed fraud risk on revenue because of the nature of the transactions. Revenue consist of
interest income on the outstanding intercompany loans.
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Our specific response to the identified and assessed fraud risks
• We have evaluated the design and the implementation of internal controls that mitigate fraud risks, such as
processes related to journal entries and estimates.
• We made enquiries of individuals involved in the financial reporting process about inappropriate or unusual
activity relating to the processing of journal entries and other adjustments.
• We selected journal entries and other adjustments made during the year and at the end of the reporting
period.
• For the journal entries mentioned above and other adjustments, we examined the underlying audit
documentation.
• We evaluated key estimates and judgements for bias by management, including retrospective reviews of
prior year’s estimates with respect to valuation of the loans issued;
In addition we also performed the following more general procedures:
• we evaluated whether the selection and application of accounting policies by the company, particularly those
related to subjective measurements and complex transactions, may be indicative of fraudulent financial
reporting;
• we incorporated elements of unpredictability in our audit, including testing an account balance that otherwise
would not be tested due to its materiality or risk;
• we also considered the outcome of our other audit procedures and evaluated whether any findings were
indicative of fraud and non-compliance;
• we considered available audit information and made enquiries of with management and the Audit Committee.
Our response to non-compliance with laws and regulations
We have obtained an understanding of the relevant laws and regulations. We have identified the following laws
and regulations that have an indirect effect on the financial statements:
• the requirements by or pursuant to the Act on Financial Supervision (Wet op het financieel toezicht);
• the anti-money laundering laws and regulations.
We held enquiries with management and the Audit Committee as to whether the company is in compliance with
these laws and regulations. We also held an inspection of relevant correspondence with regulatory authorities.
We also obtained a written representation from management that all known instances of (suspected) non-
compliance with laws and regulations were disclosed to us.
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Our observation
The aforementioned audit procedures have been performed in the context of the audit of the financial statements.
Consequently they are not planned and performed as a specific investigation regarding fraud and non-compliance
with laws and regulations. Our audit procedures have not led to any findings.
Audit response to the risks of Going concern
In preparing the financial statements, management must consider whether the company is able to continue as a
going concern. Management must prepare financial statements on the going concern basis unless management
intends to liquidate the company or cease operations or if termination is the only realistic alternative.
Management has not identified any circumstances that could threaten the continuity of the company and thus
concludes that the going concern assumption is appropriate for the company.
Our audit of the financial statements requires us to determine that the going concern assumption used by
management is acceptable. In doing so, based on the audit evidence obtained, we must determine whether there
are any events or circumstances that might cast reasonable doubt on whether the company can continue as a
going concern.
Our observation
Management of the company has assessed the quality of the borrowers of the loans provided by the company. No
impairment triggers were identified. Next to that, payments on the notes issued by the company are guaranteed
by Rothschild & Co Continuation Limited. We have inspected the analysis prepared by management as well as
the underlying documentation. Based on the procedures performed by us, we are of the opinion that the financial
statements have been properly prepared on the going concern basis. However, future events or circumstances
could cause the fund to be unable to continue as a going concern.
Our key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements. We have communicated the key audit matters to the Audit Committee. The key audit
matter are not a comprehensive reflection of all matters discussed.
These matters are addressed in the context of our audit of the financial statements as a whole and in forming our
opinion thereon, and we do not provide a separate opinion on this matter.
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Valuation of the loans issued
Rothschild & Co Continuation Finance B.V. (“the company”) has issued notes to grant intercompany funding to
N.M. Rothschild & Sons Ltd. and Rothschild Continuation Holdings AG, which are part of the Rothschild Group.
As disclosed in note 3 of the financial statements, loans to group companies are accounted for at amortised costs
less impairments. The valuation of a loan is depending on the credit risk related to that loan. When there is an
indication that a loan will not be recovered in full in accordance with the contractual terms, the company needs to
perform an impairment calculation in accordance with Dutch Accounting Standard 290. Due to the company’s
dependency on the creditworthiness of N.M. Rothschild & Sons Ltd. and Rothschild Continuation Holdings AG to
meet the obligations to its noteholders, we consider the valuation of loans to be a key audit matter.
We have performed audit work addressing the valuation of the loans issued to Rothschild Group companies,
through:
● confirmation procedures with the counterparties of the loans;
● assessment of the respective group companies’ credit risk and liquidity position by inspecting the financial
position and performance based on the audited financial statements of NM Rothschild & Sons Ltd. and
Rothschild Continuation Holdings AG for the year ended 31 December 2024;
● assessing whether there were any impairments during the financial year. This was performed mainly by
assessing management’s impairment analysis that includes also preliminary results 2024 and financial
positions of the loan counterparties as per year-end 2024;
● evaluating the adequacy of the disclosures in note 3 of the Financial Statements in accordance with Dutch
Accounting Standard 290.
We found that Management's assessment of the recoverability of the intercompany funding to N.M. Rothschild &
Sons Ltd. and Rothschild Continuation Holdings AG resulted in a balanced outcome and that the risk is
adequately disclosed in note 3 of the financial statements.
Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report contains other
information that consists of:
● report of the Director’s;
● other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other information:
● is consistent with the financial statements and does not contain material misstatements;
● contains the information as required by Part 9 of Book 2 of the Dutch Civil Code.
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We have read the other information. Based on our knowledge and understanding obtained through our audit of
the financial statements or otherwise, we have considered whether the other information contains material
misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and
the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those
performed in our audit of the financial statements.
The Director is responsible for the preparation of the other information, including the Director’s Report in
accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 of
the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were appointed as auditor of Rothschild & Co Continuation Finance B.V. as of the audit for the year ended
31 December 2020.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
Rothschild & Co Continuation Finance B.V. has prepared its annual report in ESEF. The requirements for this
format are set out in the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical
standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML format, including the financial statements of Rothschild & Co
Continuation Finance B.V., complies in all material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance with
the RTS on ESEF. Our responsibility is to obtain reasonable assurance for our opinion whether the annual report
complies with the RTS on ESEF.
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We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ’Assurance-
opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’
(assurance engagements relating to compliance with criteria for digital reporting).
Our examination included among others:
● obtaining an understanding of the entity's financial reporting process, including the preparation of the annual
report in XHTML-format;
● identifying and assessing the risks that the annual report does not comply in all material respects with the
RTS on ESEF and designing and performing further assurance procedures responsive to those risks to
provide a basis for our opinion, including obtaining the annual report in XHTML-format and performing
validations to determine whether the annual report complies with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of the Director and the Audit Committee for the financial statements
The Director is responsible for the preparation and fair presentation of the financial statements in accordance with
Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Director is responsible for such internal control as the
Director determines is necessary to enable the preparation of the financial statements that are free from material
misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the Director is responsible for assessing the company’s
ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Director should
prepare the financial statements using the going concern basis of accounting unless the Director either intends to
liquidate the company or to cease operations, or has no realistic alternative but to do so.
The Director should disclose events and circumstances that may cast significant doubt on the company’s ability to
continue as a going concern in the financial statements.
The Audit Committee is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and
appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect
all material errors and fraud during our audit.
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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. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the
effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism throughout the audit, in
accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit
included e.g.:
● identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud
or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control;
● obtaining an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the company’s internal control;
● evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Director;
● concluding on the appropriateness of the Director’s use of the going concern basis of accounting, and based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause a company to cease to continue as a going concern;
● evaluating the overall presentation, structure and content of the financial statements, including the
disclosures; and
● evaluating whether the financial statements represent the underlying transactions and events in a manner
that achieves fair presentation.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant findings in internal control that we identify during our
audit. In this respect we also submit an additional report to the audit committee in accordance with Article 11 of
the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information
included in this additional report is consistent with our audit opinion in this auditor’s report.
We provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with the Audit Committee, we determine the key audit matters: those matters
that were of most significance in the audit of the financial statements. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, not communicating the matter is in the public interest.
Rotterdam, 28 March 2025
Forvis Mazars Accountants N.V.
C.A. Harteveld RA