REGISTERED NUMBER: 10668549 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

TRISTONE GROUP LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

11

Report of the Independent Auditors

13

Consolidated Income Statement

17

Consolidated Other Comprehensive Income

18

Consolidated Balance Sheet

19

Company Balance Sheet

20

Consolidated Statement of Changes in Equity

21

Company Statement of Changes in Equity

22

Consolidated Cash Flow Statement

23

Notes to the Consolidated Cash Flow Statement

24

Notes to the Consolidated Financial Statements

25

DIRECTORS:

Y A Loucopoulos

P N Ledgard

REGISTERED OFFICE:

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

REGISTERED NUMBER:

10668549 (England and Wales)

AUDITORS:

Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

Operational highlights

as at 31 March 2025

as at 31 March 2024

Capacity (places)

Adult residential service

56

48

Adult community care

53

46

Children residental services

124

101

Total

233

195

Occupancy (places)

Adult residential service

49

46

Adult community care

52

46

Children residental services

81

90

Total

182

182

Occupancy %

Adult residential service

88%

96%

Adult community care

98%

100%

Children residental services

65%

89%

Total

78%

93%

Number of properties

85

71

Number of employees

643

568

Childrens Education and Intervention services (FTE)

69

40

Financial highlights

Year to 1 March 2025(£m

)

Year to 31 March 2024 (£m

)

% increase2025 v 2024

Revenue

31.3

26.4

18.6%

EBITDA

3.6

3.9

-8%

Operating profit

2.4

1.5

-24.3%

OUR PURPOSE

To provide safe, essential care and support and to improve and enrich the lives of vulnerable children, young people and adults whilst balancing profit, people and planet in all we do.

WHO WE ARE

The Tristone Group is a group of businesses that provide the highest quality care and support, throughout the UK, for vulnerable children and adults below retirement age. We are acquiring and growing social care businesses that:

- Provide the highest levels of care and support

- Have demonstrated consistent profitability

- Have demonstrated consistent and strong operational cash flows

- Have quality management teams in place

- Have good relationships with Local Authorities

- Present clear opportunity for growth

Our businesses are constantly striving to be the best providers of care and support within each of their social care categories.

Our Adults Services support people with learning disabilities, those who are recovering from mental illness, people with autistic spectrum disorder, individuals who have one or more physical impairments and provide care and rehabilitation for acquired brain injury. We deliver services in residential, day care and a wide choice of supported living settings.

Our Children's Services provide residential care, specialist education and supported accommodation for young people. We specialise in supporting children and young people with complex needs including those who have been identified with Communication and Interaction needs or Social, Emotional and Mental Health (SEMH) needs for example, as well as victims of criminal exploitation and abuse. Many of the children and young people for whom care and support is provided have significant attachment disorders and present with profound levels of trauma.

OUR GROUP OF BUSINESSES

As at 31 March 2025

Sportfit Support Services Limited

Based in Southampton, Sportfit Support Services Limited offers support and education to young people aged 16 to 19 suffering from developmental delays, abuse and family relationship breakdowns and has recently opened its first Residential Childrens Home.

Premier Care Management Limited

Premier Care Management Limited provides community and outreach services for vulnerable young people in the South-West.

Procare (Wales) Limited & Bangor Centre for Developmental Disabilities Limited

Procare Wales Limited and Bangor Centre for Developmental Disabilities Limited support children and adults with their work in Applied Behaviour Analysis. They also provide 24-hour community living schemes based in the Conwy and Denbighshire area.

Seaside Care Homes Limited

Based in Clacton-on-Sea, Seaside Care Homes provide both long and short- term residential care to young people with a wide variety of complex health care needs.

Beyond Limits (Plymouth) Limited

Plymouth based CQC registered Beyond Limits was founded in 2011 and specialises in supporting people with learning disabilities, mental health issues and other needs. The business operates across Devon, Cornwall, Somerset, and Dumfries and Galloway

Next Steps Mental Healthcare Limited

Next Steps Mental Healthcare, based in the North-West, was founded in 2015, specialises in providing individuals with chronic and treatment-resistant mental illnesses with a therapeutic home environment to receive the highest quality of residential and nursing care.

South West Intervention Services Limited

SWIS offer 1:1 and 2:1 personalised programs of support to children and young people with varying degrees of need. Services include: short breaks, family support, emergency support, hospital support and alternative education provision. SWIS ensure time is given in the approach to the different packages of support available to ensure there is the right balance of social and emotional support, intervention, and education, for each young person.Further SWIS, is developing its first Residential Childrens Home to be opened later in 2025.

In addition, Tristone Healthcare provides consultancy and support services, for which we charge a monthly fee to Juventas Services Limited.

Since March, at the end of May 2025, we acquired Serenity Care Homes Limited. Incorporated in 2021, Serenity Care Homes provides care and support for children across two residential homes in Hampshire.

CEO STATEMENT

Welcome to the Tristone Group annual report for 2025.

The past year has seen us navigating a landscape that continues to challenge the UK social care sector, marked by economic headwinds, regulatory evolution, and workforce wage pressures.

It also marks a period where we have invested significantly in opening more services as demand for high quality children and adults care provision continues. We have been focussed on reinvesting heavily into creating more provision to support long-term, sustainable growth and high-quality care.

Many of these services have only become operational after FY25 year-end yet the operational and capital expenditure associated with launching such services has been largely borne in FY25.

This is important context as we consider the overall group performance. Revenue increased 18.5% from £26,408,359 to £31,298,784, a consequence of the organic growth and increase in placement capacity originated in FY24.

As a result of investing £1.33m into new services and infrastructure, EBITDA decreased by 8% from £3.9m to £3.6m.

This commitment to investing in our portfolio and their services will continue. To further demonstrate this commitment our shareholders invested £1.0m of additional equity during the year. Our businesses are continuously striving to provide better services, services that every individual we serve is deserving of.

In FY2025, we continued our commitment to tracking the social impact the group generates and, as in previous years, utilised the Impact Evaluation Standard to establish the social value contribution. Having generated over £6m of social value last year I am pleased to say that in FY25 we generated a further £4.6m.

In closing, I want to extend my deepest gratitude to our colleagues who work tirelessly and go above and beyond to make a real difference to people's lives.

OUR EMPLOYEES

We continue to develop our community mentality in the business and engage all staff in understanding our mission and values. This includes the development of new awards for staff, based on our fundamental principles. These are our 'Gemstone Awards,' and they recognise exceptional service to the people that we support. We give these awards in different categories:

-Integrity Gemstone

-Compassion Gemstone

-Growth & Collaboration Gemstone

-Doing The Right Thing Gemstone

-Effective Safeguarding Gemstone

-Care Gemstone

There have been some amazing examples of outstanding practice that goes well above any expected levels of care and these are suitably acknowledged and rewarded.

This year we increased our staff count from 568 to 643. Our staff stability index remained stable averaging circa 75% for the year, which given the challenges in recruitment in the sector we are very pleased with this. Our culture committees in each business continue to provide feedback forums, considering employee survey results, and ensuring actions are tailored to local needs and styles. This approach remains vital for us to continue to be a reflective, learning organisation.

SOCIAL IMPACT

The Tristone community takes its social impact extremely seriously. Charitable initiatives appropriate to the current size of the group, are undertaken by community businesses and we are developing our actions in response to climate change and how we can build such actions into our day-to-day operations. These are at an early stage but are a strategic objective for Tristone over the coming years. We are developing our systems to capture and measure our social impact and will seek to disclose our results in due course.

The Tristone Group started tracking social value metrics in 2023. The metrics are based upon the Impact Evaluation Standard (IES). These are aligned with government's Social Value Model, and the resulting themes, metrics and proxy values provide an evidence based framework to measure and evidence social value contributions. Thus far, the Tristone community has achieved over £6m in social value through job creation, professional development opportunities and contributions towards the green recovery and charitable initiatives. This is important both strategically and ideologically. Strategically, capturing social value metrics enable us to demonstrate increased Value for Money regarding public expenditure. Crucially, it means we are more likely to achieve success in tendering opportunities with commissioning authorities who must comply with the Public Services (Social Value) Act 2012. Ideologically, we are able to demonstrate a commitment to improving the lives and experiences of people beyond the immediate scope of our services and provisions.

Tristone's Net-Zero Strategy was launched in the summer of 2024. As consistent with Manchester City Council, we aim to achieve net-zero by 2038. This has been considered in terms of the practical and realistic conditions of change required against the need to maintain and sustain growth and profitability. Careful consideration has been afforded to our 2038 target, which has been based upon existing and future technologies and an increasing awareness of the need to act responsibly and decisively in the face of the climate emergency.

Capturing social value and embarking upon a carefully articulated net-zero strategy is part of a wider commitment to developing a strong Environmental, Social and Governance (ESG) proposition. ESG offers value creation through supporting top-line growth through improved optics in relation to stronger community and local government relations, cost reductions through reductions in energy consumption for example, as well as productivity uplift and investment and asset optimisation. The latter points should result in enhanced investment returns through better - more efficient - capital allocation resulting in longer-term gain.

PRINCIPLE RISKS AND MITIGATION STRATEGIES

The Board of Directors carefully monitor and regularly review a range of risks relevant to the whole group. The principal risks and mitigation strategies at the date of this report (not listed in any particular order) are:

1) Safeguarding breaches. Given the nature of the services that the group provides, an ever-present risk is that a safeguarding breach leads to the harm of either an individual accessing support and/or care or of an employee working in our services.

Risk response: Safeguarding our service users and employees is at the very core and forefront of everything we do. This leads our culture, our strategic thinking, and all decision-making. It is the first thing on all formal meeting agendas and we monitor incidents very closely however benign they may appear. It is the primary responsibility of all operational employees and we employ significant resources in its real life practice. We do not compromise on safeguarding leading the way in all our actions. Legislation is unequivocal in the expectation that the welfare of vulnerable people is paramount, and we take this responsibility extremely seriously. To augment our commitment to safeguarding, we have created an Independent Safeguarding Board (ISB) to analyse safeguarding practice, conduct regular reviews of our businesses, and provide lessons learned from any incident. The ISB sits separately and independently from our Board of Directors and comprises sector leading, highly experienced individuals to provide best in class oversight of our practices.

2) Serious accident of a service user or an employee. Closely linked to safeguarding breaches our service users and employees live and work in our freehold and leasehold properties. There is therefore a heightened need to ensure that health and safety policies and procedures are of the highest priority to prevent accidents and injuries. In addition to the impact on the individual, serious events of this type can lead to significant financial, legal, and reputational impact.

Risk response: Health and safety practices are fundamentally and intrinsically embedded into our safeguarding practices and are not separable. We utilise a highly effective health and safety on-line system to monitor compliance and ensure comprehensive property inspections take place on a routine basis. We monitor and investigate all accidents and incidents to ensure lessons are always learned.

3) Coronavirus (Covid 19). The now on-going nature of Covid 19 in our wider society means that its presence in our services is largely unavoidable. However, there remains a risk of a severe reaction to the virus in service-users and high levels of sickness in our employee community.

Risk response: All businesses follow appropriate local advice to reduce transmission. High quality agency staff are made available to cover sickness levels where required.

4) Regulation breaches. Many of our services are already covered by Ofsted, CQC or CIW bodies and regulation is now in place for the provision of support accommodation for young people aged 16-18. Aside from the all-important human impact of providing a substandard service to the people in our care (covered by risks 1 and 2 above) a breach of those regulations resulting in a downgrade of regulatory outcomes could give rise to reputational concerns impacting contract renewal or growth.

Risk response: All services (regulated or otherwise) are designed and run to target the highest level of regulated outcomes. Our safeguarding culture is set to expect those standards. Leadership teams are highly experienced and targeted to meet those standards. We target significant resources at strong corporate governance throughout the community and at present this includes monitoring and planning for the forthcoming regulation of supported accommodation services for young people aged 16-18.

5) Breach of funding facility covenants. The group's existing debt facilities have a series of covenants requiring compliance. They are typical to long-term debt facilities of this nature although are less onerous that those of more traditional bank facilities. A breach of any one covenant would technically give Duke Capital the opportunity to accelerate the repayment of the Duke facility.

Risk response: The group budgets and re-forecasts its financial performance on a regular basis to ensure that all plans continue to keep the group within its covenant obligations. Clear delegated authorities to community businesses mean that all material decision making is held by Directors of Tristone to Group facilitate that monitoring of covenant limitations to ensure compliance.

6) Cyber risk: data security breach / information systems compromise. Common for most modern-day businesses, data management and analysis are central to the successful operation of the Tristone community of businesses. It is again linked closely to safeguarding principles for our service users. A breach of our data security systems could give rise to financial and reputational losses as well as representing a serious safeguarding breach.

Risk response: The group employs a range of data security measures utilising the assistance of an external expert IT security business. Regular penetration tests are carried out to identify and then respond to security weaknesses. And regular IT security training exercises for our employees are used to enhance human decision making and reduce that greatest threat to our systems.

7) Failure to successfully integrate acquired businesses into the community. Central to the success of the Tristone community is that acquired businesses are 'on-boarded' successfully into the community. A failure to do so represents not only financial risk (lower return on investment) but also a risk of disengagement across the leadership teams in the community, and a failure to leverage the cross-networking potential of those leadership teams in the successful operation and growth of all our businesses.

Risk response: Utilise targeted project management methodologies and tools to manage a 3-month detailed on-boarding project for each acquisition. This is followed by monthly trading reviews for all community business with wide-ranging agendas to monitor the long-term success of each businesses. Systems are under-development for employee feedback, and surveys to be commenced in 2025 enabling us to monitor and respond to key employee engagement trends.

8) High inflationary environment. The higher-than-normal inflationary environment of the United Kingdom markets we operate in presents an unusually high financial risk of cost inflation significant exceeding price increases.

Risk response: On-going commercially sensible cost control across the businesses together with balanced price management policies working closely with the fee-paying authorities relevant to our service-users.

9) Employee workforce recruitment, retention, and development. Fundamentally at the core of everything we do are stable, high quality and motivated employee teams across our businesses. A failure to retain and develop existing members of our teams presents significant operational and financial risk, and a failure to safely recruit more people into our teams prevents stability and growth.

Risk response: Clear workforce planning strategies in place across the businesses in addition to a leadership academy programme comprising internally delivered training and external 'mini-MBA' programmes for our leaders of the future. A sector-leading employee benefits programme is utilised to promote retention including competitive pay rates set out above living wage minimum levels, and enhanced recruitment systems continue to be developed for implementation in 2024/25

GROUP FINANCIAL REVIEW

Year to 31 March 2025

Year to 31 March 2024

Revenue

£31.3m

£26.5m

Operating profit

£1.7m

£2.4m

Add back:

Depreciation

£0.2m

£0.2m

Goodwill amortisation

£1.6m

£1.4m

EBITDA

£3.6m

£3.9m

EBITDA % of revenue

11.4%

14.7%

Operating profit

£1.8m

£2.3m

Finance costs

(£3.5m

)

(£3.1m

)

(Loss) before tax

(£1.7m

)

(£0.8m

)

Taxation

(£0.1m

)

(£0.1m

)

(Loss) after tax

(£1.8m

)

(£0.9m

)

As at 31 March 2025

As at 31 March 2024

Annualised revenue

£31.3m

£26.8m

Annualised EBITDA

£3.6m

£3.1m

Annualised EBITDA % of Revenue

11.4%

14.9%

Net group liabilities

(£3.9m

)

(£3.2m

)

Gross debt

(£21.5m

)

(£21.3m

)

Cash at bank

£0.70m

£1.1m

Net debt (excluding deferred consideration)

(£21m

)

(£20.1m

)

Deferred consideration

(£2.3m

)

(£2.8m

)

Net debt

(£23.4m

)

(£22.9m

)

Property portfolio valuation

£8.0m

£7.7m

Net debt after property valuation

(£15.4m

)

(£15.2m

)

EBITDA Leverage

4.3

3.8

Revenue in the year to 31 March 2025 was £31.3m (31 March 2024: £26.4m) which represents an 18.6% increase year on year. With no acquisitions in the year to 31 March 2025 this is all organic growth.

Annualised revenue as at 31 March 2024 (annualised by grossing up to 12 months the in-year results of South West Intervention Services Limited to 31 March 2024) shows an increase of 16.7% from £26.8m to £31.3m.

Following the subsequent acquisition of Serenity Care Homes Limited ('Serenity Care') in May 2025, pro forma annualised revenue (excluding further organic growth from the existing businesses from 1 April 2025) has now reached £32.8m.

EBITDA (operating profit with the charges of depreciation and goodwill amortisation added back) is the principal profit metric used by the Tristone Group. The result for the year to 31 March 2025 is £3.6m (2024: £3.9m). To support the growth from acquisition and organic growth, the group invests in its central infrastructure and therefore it is not possible to accurately provide a split between EBITDA growth driven by acquisition and organic growth.

Significant investment has been made from group results and reserves into organic growth. The EBITDA decline year on year is reported after that investment impact which is £1.33m in the year to March 2025.

Annualised EBITDA is also £3.6m for the year to 31 March 2025 (31 March 2024: £4.0m). Following the acquisition of Serenity Care since 31 March 2023, pro forma annualised EBITDA (excluding further organic growth from the existing businesses from 1 April 2025) has now reached £4.1m.

The activities of the group have been funded by a variety of funding sources in the years to 31 March 2025 and 2024.

On 16 December 2021, Tristone Healthcare Limited entered into a new strategic funding partnership with Duke Capital (the 'Duke facility'). This provided the group with a £20.0m overall funding facility which has subsequently been increased to a facility of £21.0m in June 2023. The Duke facility is long-term financing, available for 30 years if not repaid earlier.

Of this £19.6m had been drawn by 31 March 2024. In the year to 31 March 2025 a further £0.3m was drawn for investment related activity and therefore, as at 31 March 2025 a total of £19.9m had been drawn from the Duke facility. Therefore, the group retains £1.15m of remaining headroom in the facilities (£21.0m total) available for a variety of uses including organic and acquisition growth and meeting some of the group's deferred consideration commitments.

In the year to 31 March 2023 loan notes were issued as part of the acquisitions of Beyond Limits (Plymouth) Limited and K Bond Healthcare Limited. These total £850,000 and are not due for repayment until 2027. They are therefore shown in long-term debt. In the year to March 2024 the related finance cost was £64,500 (2024: £64,500).

The Duke facility cost £1.3m to raise in December 2021. Of this, £0.4m was the cash cost of raising the £20.0m facility and £0.9m was the fair value of the equity issued to Duke Capital as part of the strategic partnership. The accounting treatment for each element differs. The costs of raising the debt were calculated as £1.2m and are being amortised over 60 months with £0.3m amortised this year (note 5) (£0.2m in the year to 31 March 2024) leaving a remaining £0.5m of unamortised finance costs shown netting off the long-term loans outstanding (note 14). The remaining £0.1m of the facility costs are treated as the cost of issuing equity and were taken to the share premium account.

An element of the equity issued to Duke Capital attracts a preference share dividend in and the year to 31 March 2025 this was £396,000 (2024: £229,000).

During the year to 31 March 2024, an additional debt facility of £1.01m was arranged and drawn relating to property related loans. The cost of raising this debt was £90,000 and this is being amortised over 60 months.

The finance costs of the group therefore represent the costs of the Duke facility, the amortisation of the transaction costs of the debt raises, loan notes interest and preference share dividends (see note 5).

Overall, finance costs have risen from £3.2m in the year to 31 March 2024 to £3.5m in the year to 31 March 2025 driven by the full year effect of the increased use of the Duke facility plus the costs of the loan notes and the new property related loans.

A loss before tax is therefore recorded of £1.7m in the year to 31 March 2025 (2024 loss before tax: £0.8m).

Taxation on those results is a small charge of £62,000 in the year to March 2025 (2024: £65,000 charge). Tristone Healthcare considers that it is important to pay our fair share of corporation tax in the UK and therefore will never use aggressive taxation schemes to minimise our tax expense.

There was therefore a loss after tax of £1.8m in the year to 31 March 2025 (2024: loss of £0.9m). From this, a profit of £0.1m was attributable to non-controlling interests in 2025 (2024: £0.3m). They are the minority interest shareholders of the holding companies of Sportfit Support Services, Procare Wales, Premier Care Management, Beyond Limits (Plymouth) and K Bond Healthcare. Since March 2025 the minority interest in Procare Wales

The effect of the continuing growth investment and acquisition activity during the year is significant on the balance sheet. The group net liabilities position moved from from £3.2m as at 31 March 2024 to £3.9m as at 31 March 2025. The present net liabilities position is the result of cumulative losses recognised during the time spent setting up the group, before any acquisitions were made, and the subsequent goodwill amortisation effect relating to the acquisition investments to date. It does not indicate any short-term liquidity issues. The success of our investment strategy is now evident in the more recent group results both in terms of revenue growth and the underlying EBITDA and cashflow and these results better reflect the current and on-going financial strength of the group.

Properties used in the provision of services are a mixture of leasehold and freehold. A balanced mix of the two is considered an appropriate objective by the Directors. Freehold properties are regularly valued by independent surveyors. The valuation has risen slightly to £8.0m as at 31 March 2025 up from the 31 March 2024 valuation of £7.7m. This follows the acquisition of one further property in the last financial year.

Combining net debt (see below) with the property portfolio valuations gives a view on the debt exposure linked to annualised EBITDA coverage. This "EBITDA leverage" value provides a good indicator of the real leverage of the operating activities of the group. As at 31 March 2024 this multiple was 4.3, increased a little from the multiple of 3.8 the year earlier, but remaining at a sustainable and healthy level.

The high level of growth in the year is also apparent in the consolidated cash flow statement. Cash generated from operations before interest, tax and capital expenditure (see note 1 to the cash flow statement in the accounts) is £2.5m (2024: £3.1m) and this represents 69% of EBITDA (2024: 79% of EBITDA). As the group continues to grow we expect that cash flow conversion % to settle towards 90%.

The lower conversion % also indicate the investment of cash generated by trading operations in growth. Of the increase in other debtors (note 1 to the consolidated cash flow statement) £0.5m is due to investment in organic growth set-up activity (mobilisation asset) during the year (2024: £0.3m).

The cash flow statement also sets out the sources and uses of the acquisition activity for the year. Cash flows from operating activities broadly met the financing and taxation cash commitments of the group. Total investment activity (including acquisitions) in the year to 31 March 2025 was £0.8m and this was met from £0.3m raised from the Duke facility and new property loans. Within this, property investment totalled £0.4m, investment into the acquired businesses (mainly property and IT systems) to support growth was £0.1m.

Total investment in organic growth activity in the year to 31 March 2025 was £2.0m. To support that growth shareholders supported growth by a share issue valued at £1.0m during the year.

Combining all these movements, total cash on the balance sheet therefore reduced by £0.4m in the year to 31 March 2025 (2024: £0.1m).

After the cash flow activity in the year, net debt stood at £23.2m (2024: £22.9m). This comprises cash at bank of £0.7m (2024: £1.1m) partially off-setting gross debt from the Duke facility £19.9m (2024: £19.6m), the loan notes of £0.85m and the property loans of £1.0m. Net debt at 31 March 2024 also includes deferred consideration of £2.3m relating to the acquisition of subsidiaries (2024: £2.8m). The Duke facility debt has a potential 30-year life through to December 2051. The deferred consideration balances of the acquisitions that had completed by 31 March 2025 fall due in instalments through to December 2025 and will be met either through cash generated from operations or from the remaining headroom in the Duke facility.

ON BEHALF OF THE BOARD:

P N Ledgard - Director

23 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of private investment group.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

Y A Loucopoulos

P N Ledgard

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Harold Sharp Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P N Ledgard - Director

23 December 2025

Opinion

We have audited the financial statements of Tristone Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 31 March 2025 and of the group's loss for the year 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 Group Strategic Report and 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have 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 Group Strategic Report or 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page eleven, 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:

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, health and safety, and employment law.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to amortisation, depreciation, bad debt provision, accrued costs, and deferred consideration.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular those that are central to the entities ability to continue in operation.

- Testing key revenue lines, in particular cut-off, for evidence of management bias.

- Performing a verification of key assets.

- Obtaining third-party confirmation of material bank balances.

- Documenting and verifying all significant related party and consolidated balances and transactions.

- Reviewing documentation such as the company board minutes, correspondence with solicitors, for discussions of irregularities including fraud.

- Testing all material consolidation adjustments.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors and management.

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.

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.

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.

Frederick Norman (Senior Statutory Auditor)

for and on behalf of Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

23 December 2025

TURNOVER

31,339,072

26,516,776

Cost of sales

(20,635,518

)

(16,695,268

)

GROSS PROFIT

10,703,554

9,821,508

Administrative expenses

(9,078,242

)

(7,466,635

)

1,625,312

2,354,873

Other operating income

129,651

52,814

OPERATING PROFIT

4

1,754,963

2,407,687

Interest receivable and similar income

5,915

17,361

1,760,878

2,425,048

Interest payable and similar expenses

5

(3,463,599

)

(3,157,537

)

LOSS BEFORE TAXATION

(1,702,721

)

(732,489

)

Tax on loss

6

(66,636

)

(64,947

)

LOSS FOR THE FINANCIAL YEAR

(1,769,357

)

(797,436

)

Loss attributable to:

Owners of the parent

(1,178,919

)

(641,868

)

Non-controlling interests

(590,438

)

(155,568

)

(1,769,357

)

(797,436

)

LOSS FOR THE YEAR

(1,769,357

)

(797,436

)

OTHER COMPREHENSIVE INCOME

Property revaluation

-

216,001

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

216,001

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,769,357

)

(581,435

)

Total comprehensive income attributable to:

Owners of the parent

(1,178,919

)

(425,867

)

Non-controlling interests

(590,438

)

(155,568

)

(1,769,357

)

(581,435

)

FIXED ASSETS

Intangible assets

8

10,180,061

11,585,200

Tangible assets

9

6,691,617

6,430,262

Investments

10

-

-

16,871,678

18,015,462

CURRENT ASSETS

Debtors

11

5,447,576

3,551,541

Cash at bank and in hand

710,858

1,131,599

6,158,434

4,683,140

CREDITORS

Amounts falling due within one year

12

(6,065,853

)

(4,957,973

)

NET CURRENT ASSETS/(LIABILITIES)

92,581

(274,833

)

TOTAL ASSETS LESS CURRENT LIABILITIES

16,964,259

17,740,629

CREDITORS

Amounts falling due after more than one year

13

(21,070,790

)

(21,060,090

)

PROVISIONS FOR LIABILITIES

18

(599,132

)

(636,845

)

NET LIABILITIES

(4,705,663

)

(3,956,306

)

CAPITAL AND RESERVES

Called up share capital

19

1,174,001

714,001

Revaluation reserve

20

187,393

225,469

Other reserves

20

560,000

-

Retained earnings

20

(5,574,553

)

(4,433,710

)

SHAREHOLDERS' FUNDS

(3,653,159

)

(3,494,240

)

NON-CONTROLLING INTERESTS

21

(1,052,504

)

(462,066

)

TOTAL EQUITY

(4,705,663

)

(3,956,306

)

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

P N Ledgard - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

2,679

942

Investments

10

506,875

46,875

509,554

47,817

CURRENT ASSETS

Debtors

11

115,324

142,096

Cash at bank

10,344

2,414

125,668

144,510

CREDITORS

Amounts falling due within one year

12

(125,764

)

(131,369

)

NET CURRENT (LIABILITIES)/ASSETS

(96

)

13,141

TOTAL ASSETS LESS CURRENT LIABILITIES

509,458

60,958

CREDITORS

Amounts falling due after more than one year

13

(24,379

)

(30,484

)

PROVISIONS FOR LIABILITIES

18

(670

)

(250

)

NET ASSETS

484,409

30,224

CAPITAL AND RESERVES

Called up share capital

19

1,174,001

714,001

Retained earnings

20

(689,592

)

(683,777

)

SHAREHOLDERS' FUNDS

484,409

30,224

Company's (loss)/profit for the financial year

(5,815

)

83,337

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

P N Ledgard - Director