REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
FOR |
COMPASS INTERNATIONAL LTD |
REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
FOR |
COMPASS INTERNATIONAL LTD |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Year Ended 30 June 2024 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
COMPASS INTERNATIONAL LTD |
COMPANY INFORMATION |
for the Year Ended 30 June 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
BALANCE SHEET |
30 June 2024 |
30.6.24 | 30.6.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Tangible assets | 5 |
CURRENT ASSETS |
Debtors | 6 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Year Ended 30 June 2024 |
1. | STATUTORY INFORMATION |
Compass International Ltd is a |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 30 June 2024 |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared on the going concern basis in light of the fact the parent company, Miso Holdco Pty Limited (incorporated in Australia), has confirmed that it will continue to provide financial support to the company for a period in excess of 12 months and 1 day following the sign off of the audit report. |
The audited consolidated accounts of the parent company, for the year ended 30 June 2024, contain the following disclosure in the basis of preparation note. As Compass International Ltd is reliant on the support of the group, this note is also relevant to these financial statements. Amounts are stated in Australian dollars. |
"The consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. In making this assessment, the directors have considered future events and conditions for a period of at least 12 months following the approval of these financial statements. |
Financial Performance |
For the year ended 30 June 2024, the Group generated operating profit of $8,234,433 (2023: operating loss of $2,938,604). Operating profit was driven from significant growth in revenue and other income. |
Net loss for the year $7,671,545 (significantly lower than 2023 net loss of $12,109,312) includes interest expenses of $14,292,637 (2023: $12,726,416) (Note 6) on shareholder funding including Redeemable Preference Share (RPS) and Loan Notes (LN). The interest of $14,292,637 is not payable in cash and capitalised on the RPS and LN balances (note 18). In addition, the operating result for the financial year is also significantly impacted by the following non-cash items: |
- Depreciation and amortisation expenses $9,368,328 (note 12 & 13); |
- Share-based payment expense $1,121,376. |
The Group generated earnings before interest, tax, depreciation amortisation and share based payment expenses of $18,724,138 (2023: $13,069,568). |
Financial Position |
As at 30 June 2024, the Group had a deficiency of current assets over current liabilities of $18,583,602 (2023: net current asset $1,073,020) and a net liability position of $729,320 (2023: net asset $5,472,355). |
The net liability position includes shareholder loans of $133,072,519. As at 30 June 2024, shareholder funding (including unpaid accrued interest) recognised as non-current liabilities comprise $93,951,459 of RPS and $39,121,060 of LN which are repayable on maturity date being 31 December 2030 and do not contain any financial covenants (refer to note 18). |
The net current liability position is a result of external loans of $25,884,028, classified as current as at 30 June 2024. The external loans represent a fully drawn Cash advance term facility of $26,100,000 from a Syndicated Facility Agreement (SFA) with Metrics Credit Partners Diversified Australian Senior Loan Fund ("Metrics"). This facility is classified as current as it is due to be fully repaid on 20 May 2025 unless renewed or refinanced. |
The SFA contains a number of financial covenants |
- Net Leverage Ratio (NLR): Sep 2022 to Mar 2023 < 4.0; Jun 2023 to Sep 2023 < 3.5; from Dec 2023 < 3.0; |
- Monthly Liquidity Test: cash and cash equivalent to be no less than $4,000,000, applicable from 30 September 2022; and |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 30 June 2024 |
- Interest Cover Ration (ICR): > 1.5, applicable from 31 December 2023. |
The Group complied with all covenants during the year. As at the date of this report, the Group has also prepared a detailed forecast for the period up to 12 months from the date of the approval of the financial statements and is expecting to comply with the financial covenants as set out in the SFA. |
As of the date of this report there is no formal confirmation in place for the extension or refinancing of the external loan/SFA facility with an existing financier or other financiers. |
Subsequent to the year end, on 17 August 2024, the Group entered into a binding agreement (hereinafter "the agreement") with Swedish Global Investment organisation EQT (via Rosales Group Pty Ltd of Vistra Australia) (hereinafter "EQT") to acquire a majority of shares in Miso HoldCo Pty Ltd. The agreement is subject to Foreign Investment Review Board (hereinafter "FIRB") approval which has not been obtained at the date of this report. As outlined in the agreement, as part of the completion of the transactions EQT will fully repay SFA with Metrics. |
Notwithstanding the above the Directors have reasonable grounds to believe that the Group will continue as a going concern based on the following: |
- The Group has prepared a detailed forecast for the period up to 12 months from the date of the approval of the financial statements and is expecting to comply with the financial covenants as set out in the SFA; |
- The Directors anticipate that required approval for the completion of EQT transaction from FIRB will be obtained and therefore the Directors are of the opinion that the Group is able to meet its obligations as they fall due for at least twelve months from the date of signing this financial report and that the going concern basis of preparation is appropriate in the circumstances. In the event the approval described above is not obtained, the Group may need to source alternate financing arrangements to settle SFA with Metrics. |
As stated above, as at the date of this report the Group has not obtained FIRB approval for the EQT transaction and has not renewed its external financing arrangements, consequently, there is a material uncertainty as to whether the Group will be able to continue as a going concern principally due to the uncertainty attached to how the SFA will be settled, renewed or replaced. In the event the Group is unable to continue as a going concern the Group may be required to realise its assets at an amount different to that recorded in the statement of financial position, settle liabilities other than in the ordinary course of business and make provision for costs which may arise. " |
Adoption of Financial Reporting Standard 102 (FRS 102) Section 1A |
These financial statements for the year ended 30 June 2024 are the first prepared in accordance with FRS 102 Section 1A to take advantage of the reduced disclosures. The previous financial statements were prepared in accordance with IFRS, the date of transition to FRS 102 Section 1A is 1 July 2023. These accounting standards were applied to the prior year in accordance with Section 10. |
The transition has affected the accounting policy for leases and turnover. Leases are now not recognised on the balance sheet and the expense spread over the lease term in the profit and loss. Turnover is recognised when it is probable economic benefit will flow to the entity, however there has been no change in the results for turnover. |
As a result of the transition, fixed assets have been reduced by £73,832, current liabilities have reduced by £77,048 and retained earnings have increased by £3,216. This is due to the de-recognition of IFRS 16. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 30 June 2024 |
2. | ACCOUNTING POLICIES - continued |
Critical accounting judgements and key sources of estimation uncertainty |
With regard to the accounting policies adopted by the company, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily available from other sources. Such estimates are based on historical experience and other relevant factors and may differ from actual results. All estimates, and associated underlying assumptions, are reviewed on an ongoing basis. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover is recognised over the subscription period, as the risks and rewards are transferred to the customer. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life: |
Computer equipment - 3 years straight line |
Financial instruments |
Basic Financial Instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 30 June 2024 |
2. | ACCOUNTING POLICIES - continued |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | INTANGIBLE FIXED ASSETS |
Other |
intangible |
assets |
£ |
COST |
At 1 July 2023 |
Additions |
Disposals | ( |
) |
At 30 June 2024 |
AMORTISATION |
At 1 July 2023 |
Charge for year |
Eliminated on disposal | ( |
) |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 30 June 2024 |
5. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
£ |
COST |
At 1 July 2023 |
Additions |
At 30 June 2024 |
DEPRECIATION |
At 1 July 2023 |
Charge for year |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.6.24 | 30.6.23 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Amounts owed by group undertakings contains no fixed term of repayments. |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.6.24 | 30.6.23 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Taxation and social security |
Other creditors & accruals |
The loan interest relates to amounts owed to group undertakings, bearing an interest rate of 5.81% per annum. The interest is accrued at the end of each financial year, non-cash and has no fixed term of repayment. |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 30 June 2024 |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.6.24 | 30.6.23 |
value: | £ | £ |
Ordinary | £0.01 | 1 | 1 |
9. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:- |
"Material uncertainty related to going concern |
We draw attention to Note 2 in the financial statements, which indicates that the company incurred a net loss of £1,445,055 during the year ended 30 June 2024 and, as of that date, the company's current liabilities exceeded its current assets by £3,173,342. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
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. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Key audit matters |
Except for the matter described in the material uncertainty related to going concern section, we have determined that there are no key audit matters to be communicated in our report." |
We would also like to draw your attention to the following statement contained within our audit report as included within the full financial statements:- |
"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 a Report of the Auditors 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." |
10. | ULTIMATE PARENT COMPANY |
The ultimate parent company is Miso Holdco Pty Ltd, a company incorporated in Australia. Copies of the |
Group consolidated financial statements, which includes the net assets of the Company, are available at 36-38 Burwood Road, Hawthorn, VIC 3122. |
11. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is John de la Motte by virtue of his position as Executive Director of the ultimate holding company. |
COMPASS INTERNATIONAL LTD (REGISTERED NUMBER: 12235247) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 30 June 2024 |
12. | CONTINGENT LIABILITY |
Compass International Ltd is a member of an Obligor Group under which the Company is jointly and severally liable for the Group's external borrowings of A$26.1 million. There is an argument that the Company has a joint and several contingent liability of the entire A$26.1 million in case of default by the borrowing entity (Miso Bidco Pty Ltd). There was no indication of a default by Miso Bidco Pty Ltd as at 30 June 2024 and up to the date of this report. |