COSOL (COS) Investor Presentation summary

Acquisition overview

• Acquiring 100% of Toustone, a data analytics and decision intelligence company, for up to $22.4m, with $12m upfront and up to $10.4m deferred based on performance hurdles in CY25 and CY26.

• Upfront payment includes $8m cash and $4m in shares; earnout and outperformance payments may be in cash or shares.

• Acquisition funded by expanded debt facilities, with deferred payments from operating cash flow, debt, or scrip.

• Completion expected in the first half of December 2024.

• Transaction is immediately high single-digit EPS accretive, with FY25 contribution expected at $6m revenue and 20% EBITDA margin.

Strategic rationale and synergies

• Adds key capabilities in industrial mathematics, optimisation, and machine learning, supporting the vision of Asset Management as a Service.

• Expands proprietary IP ecosystem and enhances SaaS platform, increasing recurring revenue streams.

• Accelerates growth in transport and infrastructure sectors, deepening the blue-chip customer base.

• Strengthens data and digital capabilities, including real-time IoT data capture and advanced analytics.

• Multi-year earnout structure provides further upside potential through CY25 and CY26.

Toustone business profile

• Specialises in advanced analytics, predictive analytics, and decision intelligence for large organisations with complex data needs.

• Proprietary cloud-native data platform generates ARR, managed services, and consulting revenues.

• Market leader in transport analytics, supporting major public transport operators in NSW and Victoria.

• Also serves large agricultural and food processing companies with enterprise data solutions.

• Demonstrated capability in managing complex, real-time data systems for high-volume transport networks.