REGISTERED NUMBER: 13756990 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

THL INVESTMENTS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

Y A Loucopoulos

P N Ledgard

R Finney

REGISTERED OFFICE:

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

REGISTERED NUMBER:

13756990 (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 for the year ended 31 March 2025.

REVIEW OF BUSINESS

The company was incorporated on 22 November 2021 to be a principal intermediary holding company for the Tristone Healthcare Limited group. Note 7 to the accounts provides the list of group subsidiaries in which the company holds an investment. Within this group arrangement the company is owed amounts from group undertakings totalling £4,849,966 as at 31 March 2025 (2024 : £4,500,000), and at the same date the company owes amounts to group undertakings (mainly Tristone Healthcare Limited) of £7,986,893 (2024: £7,214,443 ).

In addition, the company holds a preference share loan liability (31 March 2025 : £1,000) owed to Duke Capital Limited which is part of the overall Tristone Healthcare group loan facility with Duke Capital Limited.

The interest paid on the amounts due to group undertakings in the period was £417,350 (2024 : £941,925) paid in respect of the group loan facilities. The preference share dividend paid in the period was £396,312 (2024 : £229,074)

In order to meet the interest payments as they fall due, the preference share dividend and to cover the administrative expenses of the company in the period, total income from shares and loans in group undertakings of £820,592 was received up to 31 March 2025 (2024 : £1,121,675).This income comes from the operating activities of the company's subsidiaries and is set in order to cover the company's costs and liabilities as they fall due. The company recorded a loss for the financial period of £687 (£51,721-loss)

There are no other KPIs for the company other than those described above.

The Directors forecast that the continuing activities of the company's subsidiaries will enable the company to continue to meet the interest payments on the group loans as they fall due throughout the following financial period and beyond.

PRINCIPAL RISKS AND UNCERTAINTIES

Due to the holding company nature of the company activities, there are limited operational risks faced.

The principal risk is the company's reliance on income from its group undertakings in order to meet its obligations as they fall due, including the preference share dividend and the interest arising on the amounts due to group undertakings. The directors forecast that the operating activities of its undertakings will continue to be successful and profitable during the foreseeable future and that therefore there will be sufficient funds made available to the company as required.

With minimal data requirements, exposure to cyber crime and data protection risks is minimal for the company. However, the company still participates in the developing data protection and cyber crime risk response programme that Tristone Healthcare Limited is co-ordinating on behalf of all of its group undertakings.

ON BEHALF OF THE BOARD:

P N Ledgard - Director

23 December 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

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

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

R Finney

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company'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 THL Investments Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 company's affairs as at 31 March 2025 and of its profit 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 company 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 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 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 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 the carrying value of investments and accrued costs.

- 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.

- Obtaining third-party confirmation of material bank balances.

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

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

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.

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

-

-

Administrative expenses

(6,242

)

(2,397

)

OPERATING LOSS

4

(6,242

)

(2,397

)

Income from shares in group undertakings

400,000

537,000

Interest receivable and similar income

1,152,498

584,675

1,546,256

1,119,278

Interest payable and similar expenses

5

(1,545,569

)

(1,170,999

)

PROFIT/(LOSS) BEFORE TAXATION

687

(51,721

)

Tax on profit/(loss)

6

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

687

(51,721

)

PROFIT/(LOSS) FOR THE YEAR

687

(51,721

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

687

(51,721

)

FIXED ASSETS

Investments

7

3,461,697

3,461,697

CURRENT ASSETS

Debtors

8

4,849,966

4,500,000

Cash at bank

4,038

4,164

4,854,004

4,504,164

CREDITORS

Amounts falling due within one year

9

(8,313,685

)

(7,639,532

)

NET CURRENT LIABILITIES

(3,459,681

)

(3,135,368

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,016

326,329

CREDITORS

Amounts falling due after more than one year

10

(1,000

)

(326,000

)

NET ASSETS

1,016

329

CAPITAL AND RESERVES

Called up share capital

13

1

1

Share premium

14

120

120

Retained earnings

14

895

208

SHAREHOLDERS' FUNDS

1,016

329

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

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

1

51,929

120

52,050

Changes in equity

Total comprehensive income

-

(51,721

)

-

(51,721

)

Balance at 31 March 2024

1

208

120

329

Changes in equity

Total comprehensive income

-

687

-

687

Balance at 31 March 2025

1

895

120

1,016

1.	STATUTORY INFORMATION

THL Investments Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 13756990 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.

Preparation of consolidated financial statements

The financial statements contain information about THL Investments Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Tristone Capital Ltd, 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD.

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.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Provisions

A provision is recognised in the balance sheet when the entity has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Investments in subsidiaries

Investments in subsidiaries are initially measured at cost and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses. The directors make estimates as to the carrying value of these assets and provide for them accordingly.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including other creditors and amounts owed to group undertakings, that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Financial liabilities are derecognised when, and only when, the group's contractual obligations are discharged, cancelled, or they expire.

Derivative financial instruments are recognised at fair value using a valuation technique with any gains or losses being reported in profit or loss. Outstanding derivatives at reporting date are included under the appropriate format heading depending on the nature of the derivative.

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.

Going concern

At 31 March 2024 the company had a profit for the financial period of £687 (2024 : £51,721 loss) and net assets of £1,016 (2024 :329). 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 Group 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 period ended 31 March 2025.

3.	EMPLOYEES AND DIRECTORS

There were no employees for the period ended 31 March 2025 (2024 : same).

2025

2024

£

£

Directors' remuneration

-

-

4.	OPERATING LOSS

The audit fees of £5,000 (2024:£10,000) are paid by Tristone Healthcare Limited.

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Interest payable

1,149,257

941,925

Preference dividend

396,312

229,074

1,545,569

1,170,999

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the year ended 31 March 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit/(loss) before tax

687

(51,721

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

172

(12,930

)

Effects of:

Expenses not deductible for tax purposes

(172

)

12,930

Total tax charge

-

-

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

and 31 March 2025

3,461,697

NET BOOK VALUE

At 31 March 2025

3,461,697

At 31 March 2024

3,461,697

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

Tristone SSS Holdings Limited

Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD

Nature of business: Sub holding company

%

Class of shares:

holding

Ordinary

76.00

Direct ownership

Tristone PCM Holdings Limited

Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD

Nature of business: Sub holding company

%

Class of shares:

holding

Ordinary

61.00

Indirect ownership

Premier Care Management Limited

Registered office: 1 Grantham Lane, Kingswood, Bristol, BS15 1EU

Nature of business: Residential care

%

Class of shares:

holding

Ordinary

61.00

Indirect ownership

Sportfit Support Services Limited

Registered office: Portman House, 53 Millbrook Road East, Southampton, Hampshire, SO15 1HN

Nature of business: Residential care

%

Class of shares:

holding

Ordinary

76.00

Indirect ownership

Tristone NS Holdings Limited

Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD

Nature of business: Sub holding company

%

Class of shares:

holding

Ordinary

88.00

Direct ownership

Next Steps Mental Healthcare Ltd

Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD

Nature of business: Care activities

%

Class of shares:

holding

Ordinary

88.00

Indirect ownership

Seaside Care Homes Limited

Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD

Nature of business: Residential care

%

Class of shares:

holding

Ordinary

100.00

Direct ownership

Tristone BL Holdings Limited

Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD

Nature of business: Sub holding company

%

Class of shares:

holding

Ordinary

82.00

Direct ownership

Beyond Limits (Plymouth) Ltd

Registered office: York House, Unit 4 Stoke Damerel Business Centre, Church Street, Plymouth, Devon, PL3 4DT

Nature of business: Residential care

%

Class of shares:

holding

Ordinary

82.00

Indirect ownership

Tristone PW Holdings Limited

Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD

Nature of business: Sub holding company

%

Class of shares:

holding

Ordinary

70.00

Direct ownership

Procare Wales Limited

Registered office: Kinmel Place, 54-56 Kinmel Street, Rhyl, Denbighshire, LL18 1AR

Nature of business: Care in the community

%

Class of shares:

holding

Ordinary

70.00

Indirect ownership

Bangor Centre for Developmental Disabilities Limited

Registered office: Kinmel Place, 54-56 Kinmel Street, Rhyl, Denbighshire, LL18 1AR

Nature of business: Residential care

%

Class of shares:

holding

Ordinary

70.00

Indirect ownership

South West Intervention Services Holdings Limited

Registered office: 5 Brooklands Place, Brooklands Road, Sale, England, M33 3SD

Nature of business: Sub holding company

%

Class of shares:

holding

Ordinary

100.00

Direct ownership

Southwest Intervention Support Services Limited

Registered office: 5 Brooklands Place, Brooklands Road, Sale, England, M33 3SD

Nature of business: Care activities

%

Class of shares:

holding

Ordinary

100.00

Indirect Ownership

The company has granted put options to the minority shareholders to purchase the remaining share capital of Tristone SSS Holdings Limited, Tristone PW Holdings Limited, Tristone BL Holdings Limited and Tristone NS Holdings Limited, should each minority shareholder wish to exercise that option. The exercise period is generally between 36 and 60 months from date of acquisition of each of those companies subsidiary companies.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

4,849,966

4,500,000

Amounts owed by group undertakings are repayable on demand, and attract interest receivable at a variable rate determined by group management.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

7,986,893

7,214,443

Other creditors

-

100,000

Accruals and deferred income

1,792

89

Deferred consideration

325,000

325,000

8,313,685

7,639,532

Amounts owed to group undertakings are repayable on demand, and attract interest payable at a variable rate determined by group management.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Preference shares (see note 11)

1,000

1,000

Deferred consideration

-

325,000

1,000

326,000

11.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due between two and five years:

Preference shares

1,000

1,000

Preference shares of £1,000 were issued on 15 December 2021 to Duke Capital Limited. The preference shareholder can receive notice of and attend any general meeting of the company, but there is no entitlement to vote. The preference dividend is paid monthly and is calculated in accordance with the company's articles of association. Debt due to Duke Capital Limited is secured as explained in note 12 to these financial statements.

Details of shares shown as liabilities are as follows:

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Preference shares

1

1,000

1,000

12.	SECURED DEBTS

The company along with its immediate parent, Tristone Healthcare Limited, its fellow subsidiary companies, Roundhouse Care Holdings Ltd and Tristone Healthcare Properties Limited, and its subsidiary companies Tristone SSS Holdings Limited, Tristone PCM Holdings Limited, Premier Care Management Limited, Sportfit Support Services Limited, Next Steps Mental Healthcare Limited, Seaside Care Homes Limited, Tristone NS Holdings Limited, Tristone PW Holdings Limited, Procare Wales Limited South West Intervention Services Limited and South West Intervention Service Holdings Limited, and Bangor Centre for Developmental Disabilities 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 £19,649,000 (2024:£19,399,000). The beneficiary of the securities are Duke Capital Limited.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary

1

1

1

The company issued 1 Ordinary share on incorporation at a premium of £120 per share.

14.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 April 2024

208

120

328

Profit for the year

687

687

At 31 March 2025

895

120

1,015