REGISTERED NUMBER: 14507803 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

TRISTONE NS HOLDINGS LIMITED

Page

Balance Sheet

1

Notes to the Financial Statements

2

FIXED ASSETS

Investments

4

4,791,150

4,791,150

CREDITORS

Amounts falling due within one year

5

(4,286,887

)

(4,286,425

)

NET CURRENT LIABILITIES

(4,286,887

)

(4,286,425

)

TOTAL ASSETS LESS CURRENT LIABILITIES

504,263

504,725

CREDITORS

Amounts falling due after more than one year

6

(500,000

)

(500,000

)

NET ASSETS

4,263

4,725

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

4,163

4,625

4,263

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 22 December 2025 and were signed on its behalf by:

P N Ledgard - Director

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.

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.

Taxation

Taxation for the year 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 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

The financial statements have been prepared on a going concern basis. Based on internal forecasts and projections considering severe and plausible downside scenarios, prepared for the period to future periods that take in to account the principal risks and uncertainties facing the business and reasonably possible changes in the company's trading performance, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the next 12 months. Accordingly, the going concern basis has continued to be adopted in the preparation of the financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

and 31 March 2025

4,791,150

NET BOOK VALUE

At 31 March 2025

4,791,150

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

2025

2024

£

£

Amounts owed to group undertakings

4,283,266

4,067,724

Other creditors

3,621

218,701

4,286,887

4,286,425

6.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

500,000

500,000

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other loans more 5yrs non-inst

500,000

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 £19,649,000 (2024: £15,399,000). The beneficiary of the securities is Duke Capital Limited. At 31 March 2025, the company owed £3,571,659 (2024: £3,425,371) to Tristone Healthcare Limited.

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

The Report of the Auditors was unqualified.

Frederick Norman (Senior Statutory Auditor)

for and on behalf of Harold Sharp Limited

9.	RELATED PARTY DISCLOSURES

At the 31 March 2025, the company owed £3,571,659 (2024:£3,425,371) to Tristone Healthcare Limited, a parent company within the group.

At the 31 March 2025, the company owed £711,607 (2024:£642,353) to Next Steps Mental Healthcare Limited, its subsidiary company.

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

10.	ULTIMATE CONTROLLING PARTY

The company's immediate parent company is THL Investments Limited and its ultimate parent company is Tristone Group 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.