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REGISTERED NUMBER: 14507803 (England and Wales)















FINANCIAL STATEMENTS

FOR THE PERIOD 25 NOVEMBER 2022 TO 31 MARCH 2024

FOR

TRISTONE NS HOLDINGS LIMITED

TRISTONE NS HOLDINGS LIMITED (REGISTERED NUMBER: 14507803)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 25 NOVEMBER 2022 TO 31 MARCH 2024










Page

Balance Sheet 1

Notes to the Financial Statements 2


TRISTONE NS HOLDINGS LIMITED (REGISTERED NUMBER: 14507803)

BALANCE SHEET
31 MARCH 2024

Notes £    £   
FIXED ASSETS
Investments 4 4,791,150

CREDITORS
Amounts falling due within one year 5 4,286,425
NET CURRENT LIABILITIES (4,286,425 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

504,725

CREDITORS
Amounts falling due after more than one
year

6

500,000
NET ASSETS 4,725

CAPITAL AND RESERVES
Called up share capital 100
Retained earnings 4,625
4,725

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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 20 August 2024 and were signed on its behalf by:





P N Ledgard - Director


TRISTONE NS HOLDINGS LIMITED (REGISTERED NUMBER: 14507803)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 25 NOVEMBER 2022 TO 31 MARCH 2024


1. STATUTORY INFORMATION

Tristone NS Holdings Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 14507803 and registered office is 5, Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD.

The presentation and functional currency of the financial statements is the Pound Sterling (£).

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.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

Going concern
At 31 March 2024 the company made a profit for the financial year of £4,625 and has net assets of £4,725. The company is a holding company and as such relies on its investments in its subsidiaries and the support of other group companies to ensure that it has sufficient funds to pay its debts as they fall due.

The directors have reviewed the working capital requirements for the group of companies headed up by Tristone Capital Ltd for the next twelve months and consider that the group companies have sufficient working capital to enable this company to continue to trade and meet its liabilities as they fall due for at least the next twelve months from the date of approval of the financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements for the year ended 31 March 2024.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL.

TRISTONE NS HOLDINGS LIMITED (REGISTERED NUMBER: 14507803)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25 NOVEMBER 2022 TO 31 MARCH 2024


4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
Additions 4,791,150
At 31 March 2024 4,791,150
NET BOOK VALUE
At 31 March 2024 4,791,150

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Next Steps Mental Healthcare Limited
Registered office: 5 Brooklands Road, Sale, England, M33 3SD
Nature of business: Residential care
%
Class of shares: holding
Ordinary 100.00

5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
£   
Amounts owed to group undertakings 4,067,724
Other creditors 218,701
4,286,425

6. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
£   
Other creditors 500,000

Amounts falling due in more than five years:

Repayable otherwise than by instalments
Other loans more 5yrs non-inst 500,000

7. SECURED DEBTS

The company along with its subsidiary company, Next Steps Mental Healthcare Limited and its fellow subsidiary companies, Sportfit Support Services Limited, Tristone PCM Holdings Limited, Premier Care Management Limited, Roundhouse Care Holdings Limited, Procare Wales Limited, Tristone PW Holdings Limited, Tristone SSS Holdings Limited,Bangor Centre for Developmental Disabilities Limited, Tristone BL Holdings Limited, Beyond Limits (Plymouth) Ltd, Seaside Care Homes Limited, South West Intervention Service Holdings Limited, South West Intervention Services Limited and its immediate parent company, THL Investments Limited,entered into guarantees in the form of a fixed and floating charges to secure the borrowings of their parent company, Tristone Healthcare Limited. At 31 March 2024, the amount outstanding in respect of these guarantees was £15,399,000 (2023: £17,599,000). The beneficiary of the securities is Duke Royalty UK Limited. At 31 March 2024, the company owed £3,425,371 to Tristone Healthcare Limited.

TRISTONE NS HOLDINGS LIMITED (REGISTERED NUMBER: 14507803)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 25 NOVEMBER 2022 TO 31 MARCH 2024


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

The Report of the Auditors was unqualified.

Andrew Copping (Senior Statutory Auditor)
for and on behalf of Harold Sharp Limited

9. RELATED PARTY DISCLOSURES

At the 31 March 2024, the company owed £3,425,371 to Tristone Healthcare Limited, a parent company within the group.

At the 31 March 2024, the company owed £642,353 to Next Steps Mental Healthcare Limited, its subsidiary company.

The above balances arose as a result of intercompany transactions during the year.

At 31 March 2024 the company owed £217,500 in deferred consideration to a shareholder. The balances arose from the purchase of Next Steps Mental Healthcare Limited .

10. ULTIMATE CONTROLLING PARTY

The company's immediate parent company is THL Investments Limited and its ultimate parent company is Tristone Capital Ltd, whose registered office is 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD. Consolidated financial statements can be obtained at Companies House, Crown Way, Cardiff, CF14 3UZ.