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REGISTERED NUMBER: 15297233 (England and Wales)















REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025

FOR

COMPASS FINANCIAL (UK) HOLDINGS LIMITED

COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 4

Consolidated Statement of Income and Retained Earnings 7

Consolidated Balance Sheet 8

Company Balance Sheet 9

Notes to the Consolidated Financial Statements 10


COMPASS FINANCIAL (UK) HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025







DIRECTORS: R A Green
T R Perry





REGISTERED OFFICE: Building One
Manchester Green
Manchester
M22 5LW





REGISTERED NUMBER: 15297233 (England and Wales)





AUDITORS: Wyatt Morris Golland Ltd
Statutory Auditors
Park House
200 Drake Street
Rochdale
Lancashire
OL16 1PJ

COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)

REPORT OF THE DIRECTORS
FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025

The directors present their report with the financial statements of the company and the group for the period 20 November 2023 to 28 February 2025.

INCORPORATION
The group was incorporated on 20 November 2023 and commenced trading on 1 July 2024.

REVIEW OF BUSINESS
Compass Financial (UK) Holdings Limited is the parent company of Compass Financial (UK) Limited.

The principal activity of Compass Financial (UK) Limited continues to be the provision of financial advice services to clients in the UK. The Company takes an advice led approach to preserving and enhancing clients' wealth, combining skills and experience in pensions and investments.

Compass Financial (UK) Limited is an appointed representative of Quilter Wealth Limited who are regulated by the Financial Conduct Authority.

The group is well positioned both operationally and financially to continue to grow and the Directors are comfortable that the Company remains a going concern.

Performance of the business
The performance of the business is reviewed regularly. Monthly management accounts and KPI's are produced and compared month on month, in comparison to prior years and to budgets. Cash flow forecasting and overhead spend analysis is also carried out on a monthly basis.

The directors are confident that the regular analysis of KPIs allows good and reliable management of the business.

Financial Information and Key Performance Indicators
The group uses Turnover and adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) and excluding one off, and non trading costs, as its principle key performance indicators.

Turnover for the year to 29th February 2025 is £4,762k.
The results for the group are set out in detail in the Statement of Income and Retained Earnings and Trading Profit and Loss Account.

Principal Risks and Uncertainties
The group is exposed to market risk as a high proportion of its turnover is linked to the performance and value of its AUM.
Whilst this is an industry wide risk, clients are worked with to ensure that their portfolios represent their individual attitude to risk and are spread across a range of asset classes. By working with our client's and ensuring that their risks are reflective and appropriately spread, the company's risk as a direct result is mitigated.

The group is also exposed to economic risk linked to the variable rate of interest on its funding facility. Whilst this risk is difficult to mitigate, the group forecasts out and sensitivities the impact of interest rate changes to ensure there is not a significant detrimental effect on the group.

Employees
The group encourages and is committed to the personal development of its team members and tries to ensure that it continues to provide opportunities for training and career progression in the company.

The group gives full consideration to applications for employment by disabled persons where the candidates ability and skills are appropriate for the job. In the event of an employee becoming disabled whilst in the Company's employment, it ensures it arranges appropriate and suitable working conditions where possible.

The directors would like to take the opportunity to again thank all the team members for their continued support, without which it would not be possible to achieve the growth planned for the business.

DIRECTORS
The directors who have held office during the period from 20 November 2023 to the date of this report are as follows:

R A Green - appointed 26 June 2024
T R Perry - appointed 26 June 2024

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.


COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)

REPORT OF THE DIRECTORS
FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Wyatt Morris Golland Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





R A Green - Director


20 June 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COMPASS FINANCIAL (UK) HOLDINGS LIMITED

Opinion
We have audited the financial statements of Compass Financial (UK) Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 28 February 2025 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 28 February 2025 and of the group's loss for the period then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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; or
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COMPASS FINANCIAL (UK) HOLDINGS LIMITED


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates set out in [Note X] were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COMPASS FINANCIAL (UK) HOLDINGS LIMITED


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.




Christian Morris BSc ACA (Senior Statutory Auditor)
for and on behalf of Wyatt Morris Golland Ltd
Statutory Auditors
Park House
200 Drake Street
Rochdale
Lancashire
OL16 1PJ

20 June 2025

COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)

CONSOLIDATED
STATEMENT OF INCOME AND
RETAINED EARNINGS
FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025

Notes £   

TURNOVER 4,762,051

Cost of sales 2,361,852
GROSS PROFIT 2,400,199

Administrative expenses 1,812,986
OPERATING PROFIT 4 587,213

Interest receivable and similar income 1,176
588,389

Interest payable and similar expenses 471,386
PROFIT BEFORE TAXATION 117,003

Tax on profit 5 130,417
LOSS FOR THE FINANCIAL PERIOD (13,414 )

Retained earnings at beginning of period (119,502 )

RETAINED EARNINGS FOR THE GROUP
AT END OF PERIOD

(132,916

)

Loss attributable to:
Owners of the parent (13,414 )

COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)

CONSOLIDATED BALANCE SHEET
28 FEBRUARY 2025

Notes £    £   
FIXED ASSETS
Intangible assets 7 6,695,865
Tangible assets 8 71,428
Investments 9 -
6,767,293

CURRENT ASSETS
Debtors 10 788,046
Cash at bank 476,296
1,264,342
CREDITORS
Amounts falling due within one year 11 1,838,374
NET CURRENT LIABILITIES (574,032 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,193,261

CREDITORS
Amounts falling due after more than one year 12 (5,254,045 )

PROVISIONS FOR LIABILITIES (51,055 )
NET ASSETS 888,161

CAPITAL AND RESERVES
Called up share capital 14 4,098
Share premium 1,016,819
Capital redemption reserve 160
Retained earnings (132,916 )
SHAREHOLDERS' FUNDS 888,161

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

The financial statements were approved by the Board of Directors and authorised for issue on 20 June 2025 and were signed on its behalf by:





R A Green - Director


COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)

COMPANY BALANCE SHEET
28 FEBRUARY 2025

Notes £    £   
FIXED ASSETS
Intangible assets 7 6,695,865
Tangible assets 8 -
Investments 9 4,098
6,699,963

CURRENT ASSETS
Debtors 10 319,469

CREDITORS
Amounts falling due within one year 11 2,499,277
NET CURRENT LIABILITIES (2,179,808 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,520,155

CREDITORS
Amounts falling due after more than one year 12 5,254,045
NET LIABILITIES (733,890 )

CAPITAL AND RESERVES
Called up share capital 14 4,098
Retained earnings (737,988 )
SHAREHOLDERS' FUNDS (733,890 )

Company's loss for the financial year (737,988 )

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

The financial statements were approved by the Board of Directors and authorised for issue on 20 June 2025 and were signed on its behalf by:





R A Green - Director


COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025

1. STATUTORY INFORMATION

Compass Financial (UK) Holdings Limited 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 General Information page.

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.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of various businesses, is being amortised over its estimated useful life of 20 years.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 15% on reducing balance and 20% on cost
Computer equipment - 33% on cost and 25% on reducing balance

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Income and Retained Earnings, 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 period 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.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group'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 period was 27 .

4. OPERATING PROFIT

The operating profit is stated after charging:

£   
Depreciation - owned assets 33,308
Goodwill amortisation 384,043

COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025

5. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
£   
Current tax:
UK corporation tax 127,724

Deferred tax 2,693
Tax on profit 130,417

6. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


7. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 20 November 2023 7,011,636
Additions 1,122,844
At 28 February 2025 8,134,480
AMORTISATION
At 20 November 2023 1,054,572
Amortisation for period 384,043
At 28 February 2025 1,438,615
NET BOOK VALUE
At 28 February 2025 6,695,865
At 19 November 2023 5,957,064

Company
Goodwill
£   
COST
Additions 6,956,095
At 28 February 2025 6,956,095
AMORTISATION
Amortisation for period 260,230
At 28 February 2025 260,230
NET BOOK VALUE
At 28 February 2025 6,695,865

COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025

8. TANGIBLE FIXED ASSETS

Group
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 20 November 2023 147,333 64,207 211,540
Additions 2,830 24,850 27,680
Disposals - (2,066 ) (2,066 )
At 28 February 2025 150,163 86,991 237,154
DEPRECIATION
At 20 November 2023 83,058 49,360 132,418
Charge for period 21,324 11,984 33,308
At 28 February 2025 104,382 61,344 165,726
NET BOOK VALUE
At 28 February 2025 45,781 25,647 71,428
At 19 November 2023 64,275 14,847 79,122

9. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
Additions 4,098
At 28 February 2025 4,098
NET BOOK VALUE
At 28 February 2025 4,098


10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Amounts recoverable on contract 68,593 -
Tax 33,880 -
Prepayments 685,573 319,469
788,046 319,469

COMPASS FINANCIAL (UK) HOLDINGS LIMITED (REGISTERED NUMBER: 15297233)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 20 NOVEMBER 2023 TO 28 FEBRUARY 2025

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Bank loans and overdrafts 657,500 657,500
Trade creditors 171,526 -
Amounts owed to group undertakings - 1,344,564
Tax 127,724 -
Social security and other taxes 63,724 -
Other creditors 22,392 -
Deferred goodwill payments 398,079 398,079
Accrued expenses 397,429 99,134
1,838,374 2,499,277

12. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


Group Company
£    £   
Bank loans - 1-2 years 657,500 657,500
Bank loans - 2-5 years 2,834,274 2,834,274
Other creditors 1,762,271 1,762,271
5,254,045 5,254,045

13. SECURED DEBTS

The following secured debts are included within creditors:


Group Company
£    £   
Bank loans 4,149,274 4,149,274

Bank loans are secured by a charge over all of the company's freehold and leasehold property, plant and machinery, book and other debts and any other sums payable to the company, the benefit of all contracts, deeds and agreements, all intellectual property rights, goodwill and uncalled capital and undertaking, in each case both owned by the company now or in the future.

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
214 Ordinary £1 214
129 Ordinary £1 129
3,755 Ordinary £1 3,755
4,098

The following shares were allotted and fully paid for cash at par during the period:

214 Ordinary shares of £1 each
129 Ordinary shares of £1 each
3,755 Ordinary shares of £1 each

15. ULTIMATE CONTROLLING PARTY

The company is controlled by N. F. W. McKee who owns 91.63% of the issued share capital.