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REGISTERED NUMBER: 12235247 (England and Wales)













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: L A Filer
P Collison





REGISTERED OFFICE: Griffin House
135 High Street
Crawley
West Sussex
RH10 1DQ





REGISTERED NUMBER: 12235247 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
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 60,460 21,579
Tangible assets 5 18,135 13,511
78,595 35,090

CURRENT ASSETS
Debtors 6 149,444 88,185
Cash at bank 74,948 80,363
224,392 168,548
CREDITORS
Amounts falling due within one year 7 3,397,734 1,853,330
NET CURRENT LIABILITIES (3,173,342 ) (1,684,782 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(3,094,747

)

(1,649,692

)

CAPITAL AND RESERVES
Called up share capital 8 1 1
Retained earnings (3,094,748 ) (1,649,693 )
SHAREHOLDERS' FUNDS (3,094,747 ) (1,649,692 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

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 15 January 2025 and were signed on its behalf by:





L A Filer - Director


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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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.

Acquired customer relationships are being amortised evenly over their estimated useful life of five years.

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 19 (2023 - 14 ) .

4. INTANGIBLE FIXED ASSETS
Other
intangible
assets
£   
COST
At 1 July 2023 24,049
Additions 78,370
Disposals (19,250 )
At 30 June 2024 83,169
AMORTISATION
At 1 July 2023 2,470
Charge for year 23,366
Eliminated on disposal (3,127 )
At 30 June 2024 22,709
NET BOOK VALUE
At 30 June 2024 60,460
At 30 June 2023 21,579

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 23,105
Additions 13,598
At 30 June 2024 36,703
DEPRECIATION
At 1 July 2023 9,594
Charge for year 8,974
At 30 June 2024 18,568
NET BOOK VALUE
At 30 June 2024 18,135
At 30 June 2023 13,511

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.6.24 30.6.23
£    £   
Trade debtors 38,810 2,460
Amounts owed by group undertakings 34,168 14,481
Other debtors 76,466 71,244
149,444 88,185

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 552 9,888
Amounts owed to group undertakings 3,215,667 1,743,925
Taxation and social security 31,428 22,945
Other creditors & accruals 150,087 76,572
3,397,734 1,853,330

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: £    £   
100 Ordinary £0.01 1 1

9. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Ian Phipps (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants

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.