Trifast plc | Annual Report for the year ended 31 March 2025
Recover
Rebuild
Resilience
Annual Report 2025
for the year ended 31 March 2025

www.trifast.com
Catch up with our latest news
andlearn more about Trifast
onourcorporate website
Our purpose and vision
is to sustainably drive our
customers’ success by simplifying
their fastener supply chain and
supporting them in their
technical requirements through
our world‑class engineering
and manufacturing capabilities
Trifast is a global leader in the design,
engineering, manufacture and
supply of fastenings and Category
‘C’ components. Supplying major
assembly industries, we deliver
innovative solutions that enhance
efficiency and performance

Financial highlights
1. See note 2 and 32 for further details
2. Average score out of ten for each question
3. Percentage of spend signed up to Slavery & Human Trafficking Statement
Strategic report
Highlights 1
We are Trifast 2
Chair’s welcome 3
CEO review 4
Our markets 6
Delivering growth
through our business model 7
Our strategy 8
Our strategic progress 9
Key performance indicators 13
Section 172 statement 14
Stakeholder engagement 15
Financial review 18
Being a responsible business 23
Our people 24
Our planet 30
Our principles 36
Climate-related
financial disclosures 38
Non-financial and sustainability
information statement 41
Risk management 42
Our principal risks 43
Our viability statement 48
Governance
Chair’s introduction
togovernance 50
Governance at a glance 51
The Board 52
Corporate governance report 53
Nomination Committee report 58
Responsible Business
Committee report 61
Audit & Risk Committee report 63
Directors’ remuneration report 70
Directors’ report 93
Statement of Directors’
responsibilities 95
Financial statements
Independent auditor’s report 96
Consolidated income
statement 102
Consolidated statement of
comprehensiveincome 103
Consolidated statement
of changes in equity 104
Company statement of
changes in equity 106
Statements of financial
position 108
Statements of cash flows 109
Notes to the financial
statements 111
Additional information
Glossary of terms 166
Five-year history 169
Company and advisers 170
Financial calendar 171
Revenue
2025 £223.4m
2024 £233.7m
2023 £244.4m
2025 6.7%
2024 5.1%
2023 4.9%
2025 £4.9m
2025 41.4%
2024 40.8%
2023 45.9%
£223.4m
Underlying EBIT percentage
1
6.7%
Profit/(loss) before tax
£4.9m
Working capital as a percentage of revenue
1
41.4%
Non‑financial highlights
(25.2)%*
(21.0)%*
(16.8)%*
*Target
read more on pages 23 to 37read more pages 18 to 22
Lost time incident rate
2025 1.33
1.33
CO
2
e reduction (FY19 baseline)
2025 (33.1)%
2024 (31.8)%
2023 (30.3)%
(33.1)%
7.0
Employee engagement survey
2
2024 6.7
2023 7.4
2025 7.0
Supply chain (percentage of spend
3
)
2025 82.8%
2024 82.3%
2023 76.7%
82.8%
2024 | 0.27
2024 | £(0.8)m
2023 | 0.01
2023 | £(2.7)m
1 Trifast plc Annual Report 2025
Highlights
Governance Financial statements
Additional information
Strategic report

We work with integrity
We’re agile and forward thinking
We respect everyone
We care about the environment
We’re passionate and courageous
North America
Revenue
1
£33.1m
62 colleagues
14.0% revenue
UK & Ireland
Revenue
1
£72.2m
433 colleagues
30.6% revenue
Europe
Revenue
1
£78.8m
270 colleagues
33.5% revenue
Asia
Revenue
1
£51.5m
410 colleagues
21.9% revenue
read more on pages 18 to 22 and online at www.trifast.com
Revenue by region
1
Revenue by sector
We are Trifast
14.0% North America
30.6% UK & Ireland
33.5% Europe
21.9% Asia
38.2% Automotive
15.8% Smart infrastructure
13.4% Distributors
1.2% Medical equipment
31.4% Other
A trusted specialist
Driving success with simplified fastener
supply solutions, world‑class engineering
andmanufacturing
Our ambition is to create a high‑performing
Trifast that is safe, inclusive and an enjoyable
place to work for our employees and operates
at the upper quartile of the industry peer
group performance resiliently
Our ambition
Our values
16 1,200 c.8,300 65
Countries Employees Customers Countries
exported to
We supply billions of critical components to the world’s leading industrial companies, with c.5.3bn
being produced in‑house
1. Revenue by regions including intercompany sales
2 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Chair’s welcome
Serena Lang
Chair
Recover
Rebuild
Resilience
With our Recover, Rebuild and Resilience transformation roadmap
delivering positive impact, the Board and Executive Leadership
Team are dedicated to executing its strategy and value proposition
Welcome to the Trifast plc 2024/25 Annual
Report and Accounts.
FY performance
I am delighted to report an excellent
full-year performance by the Group.
Led by our committed Executive Leadership
Team (ELT), Trifast has built on the strategy
presented last year to shareholders, and has
continued with the business transformation,
giving us a strong platform for future
success.
Governance
The Board remains focused on ensuring
that the Principles of the UK Corporate
Governance Code are applied. My
introduction to the governance report on
pages 50 to 51 sets out how the Board
has complied with the Principles of the
UK Corporate Governance Code 2018
throughout the financial year ended
31March 2025, and where we have already
started to incorporate the Principles of the
2024 Code, which will apply to Trifast plc
from 1 April 2025.
Our people
The Board would like to thank all Trifast
employees for their commitment to ensuring
we meet our customer requirements and
their relentless drive to innovate and adapt
to changing customer needs. Our ELT and
management teams have demonstrated
an outstanding ability to combine market
knowledge with customer engagement
and innovation to consistently deliver
high- quality products and services to
themarket.
The Group has a clear strategy and a direct
line of sight for further value creation
opportunities. I look forward to our future
with confidence as we continue to build
on the significant progress of our strategy
and the continued transformation of this
Company as part of our Rebuild and
Resilience journey.
Dividend
The Board are recommending a final
dividend for the year ended 31 March 2025
of 1.20p.
Our continued focus on growth through the
transformation process allows the Board
to monitor our dividend policy and adjust
where it is prudent to do so.
We continue to encourage shareholders to
elect for the Dividend Reinvestment Plan,
which we launched last year and is proving
asuccess with many shareholders already.
Annual General Meeting (AGM)
The 2025 AGM will be held at the offices
of Peel Hunt, 100 Liverpool Street, London
EC2M 2AT on 11 September 2025 at
12.00noon. The Board look forward to
seeing many of our shareholders at the AGM.
Finally, on behalf of the Board, I would
like tothank our colleagues, suppliers,
customers and investors for their continued
support. Your Board has the right balance
of skills and expertise to continue to
support and challenge management as
we move forward in the Rebuild phase
of Trifast. We can also confirm that this
Annual Report, taken as whole, is fair,
balanced and understandable and provides
the information necessary to assess the
Company’s position, performance, business
model and strategy.
Serena Lang
Chair
9 July 2025
3 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

CEO review
Iain Percival
Chief Executive Officer
Significant
progress and
momentum
Trifast teams continue to provide great quality and service,
reflectingourambition to deliver a OneTR culture and organisation,
withtherightskillsin the right place
Introduction
In last year’s Annual Report, I set out our
new purpose, vision, values and business
strategy and, 12 months on, I am pleased
to report to you on the significant progress
and momentum delivered in the year ended
31 March 2025. Having visited every Trifast
location during the year, taking those
opportunities to engage with our teams,
sharing our new strategy and discussing
what it meant to them, I am proud of our
collective achievements and results, and I
want to thank all of our employees for their
contribution to a successful year.
There is no doubt that FY25 was a
challenging year for the Company and
employees, particularly from an external
market perspective.
The continued economic impacts from
geopolitical tensions and conflicts and
continued high inflation and exchange rates
led to nearly all of our industrial end markets
experiencing negative growth. Despite
that, Trifast’s performance illustrates that
the execution of our strategy is delivering
profitable growth and margin improvement
in line with our Recover, Rebuild, Resilience
ambition of >10% EBIT
1
margin over the
medium term.
Our people
Our people are at the centre of our business,
and in FY25 we embarked on making a
significant shift in the Company’s health
and safety culture. We rolled out training
and engagement sessions to our Senior
Leadership Team, which has already
delivered a positive and tangible change in
our reporting of safety observations, near
miss occurrences and safety incidents.
The collective goal that ‘we all go home
safe every day’ is paramount and, whilst
it is disappointing to report that we had
sixteen lost time or recordable accidents
last year, it is also important to note that
we are now truly seeing the baseline of
our current performance and operational
risk environment. Through the awareness
and engagement of our teams in health
and safety, coupled with a structured
improvement plan at every location,
and new environment, health and safety
standards launched in the year, we expect
tosee continued reduction in the number
and severity of incidents going forward.
Read more on pages 24 to 29
Given the amount of change across our
organisation and the wider economic
environment, it is also pleasing to report
thatour annual employee engagement
survey recorded positive increases in the
overall participation response (from 61%
in FY24 to 89%) and average engagement
score (from 6.7 to 7.0), with all Trifast
locations completing at least two of the
three improvement actions identified from
the previous survey. This is incredibly
pleasing to me as CEO, and the Senior
Management, and an endorsement of the
changes we aremaking.
I am pleased that we have continued to
strengthen the Executive Leadership
Team, with the external appointments
of Grainne Lawlor as Chief Technology
Officer and Clare Taylor as Chief People
&Transformation Officer.
Both Grainne and Clare bring significant
functional and business transformation
experience to the Company. Additionally,
wewere delighted to confirm the
appointment of Kate Ferguson as Executive
Director and Chief Financial Officer in
September. Kate’s financial experience is
already proving to be an asset to both the
Board and ELT. Finally, in July this year I
can confirm that Eva Pitts will join us as
our North America Managing Director. Eva
will be based out of our facility in Houston,
Texas, and joins us from ITW, aglobal
multi-industry manufacturer. Shebrings
significant commercial and general
management experience to our North
American team.
Customers and supply chain
I have enjoyed meeting with many of our
customers and supply chain partners over
the year. Hearing about their respective
challenges and motivations first-hand has
allowed the Company to adapt, align and
better partner where we can. In this way,
the Trifast teams continue to provide great
quality and service.
These conversations also have convinced
me more than ever that our core value
proposition of supply chain simplification,
manufacturing and engineering excellence
is a winning combination and that we deliver
significant value to our customers through
our continued focus on each of these
elements.
1. See the definition of EBIT in our glossary
onpage166
4 Trifast plc Annual Report 2025
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Additional information
Strategic report

CEO review continued
Performance
We said that FY25 would be a year of fiscal
progress, and I am delighted that we can
celebrate and recognise the achievement
of the first phase of our plan. The Recover
phase has been about changing the
trajectory of our business from negative
to positive. Our gross and underlying EBIT
margins have improved to 28.3% and 6.7%
(FY24: 25.4% and 5.1%) and our continued
focus on working capital has enabled us to
also reduce net debt and leverage to 0.97x
(FY24: 1.30x). We achieved these results
by driving our four key strategic initiatives
of margin management, focused growth,
organisation effectiveness and operational
efficiency throughout the year.
In our first year of strategy execution,
itisgreat to see meaningful progress in
allfour key strategic initiatives.
Margin management
We said we needed to address
underperforming customer relationships
professionally and, in some cases, accept
that we exit unprofitable business.
Additionally, we have addressed customer
relationships where the value we provide is
not reflected in the price paid and, in many
cases, our data-driven approach has ensured
positive progress whilst retaining strategic
relationships. We have also collaborated
with our supplier partners, ensuring equally,
that we are driving value and efficiency
fromthose long-term relationships.
Whilst we are conscious that there remains
more to do, it is encouraging to see the
results of these actions and efforts reflected
in improvements in both our gross margin
and underlying EBIT.
Focused growth
Targeting the three core markets of
automotive, smart infrastructure and
medical equipment, it has been good to
see our commercial and engineering teams
actively engage with customers in these
markets, driving more than 90% of our
new business wins. Shifting momentum
and balancing our portfolio to these three
markets over the mid-term remains our
objective and, in particular, whilst we remain
committed to profitable growth technologies
in automotive, we are focused on increasing
our market shares in smart infrastructure
and medical equipment to achieve a better
overall balance in our portfolio.
Organisation effectiveness
Throughout FY25 we have driven a
significant amount of self-help actions
by challenging and transforming our
organisation design and capability to reflect
our new business strategy. More than 30% of
our wider Senior Leadership Team (ELT and
SLT) are new to Trifast in the past 18 months,
reflecting our ambition to deliver a OneTR
culture and organisation, with the right
skills in the right place. We also continue
to strengthen our global operations with
consistent business processes and internal
controls.
Whilst transformation and restructuring is
difficult, it is something we have tackled
transparently and professionally with those
involved, as we seek to deliver the Recover,
Rebuild, Resilience journey. Our leaner,
fitter and more capable organisation is
well positioned to manage the continued
transformation, and the actions taken
thisyear have contributed to the overall
margin improvement.
Operational efficiency
One of Trifast’s strengths is our
customer-focused culture. We have a
passion for delivering customer excellence.
However, we also recognise that given
the previous business model approach
of standalone entities, we were leaving
opportunity for leveraging best practice and
optimising the investment made into our
D365 ERP platform and not building a strong
complimentary operational excellence
culture. Through OneTR, we have put in
place balanced scorecards of operational
metrics for distribution and manufacturing
and are using the global operations
leadership to leverage and drive operational
efficiency improvements across our
business. We completed the consolidation
of our UK distribution footprint into our
purpose-built National Distribution Centre
in April 2024 and since then have achieved
stabilisation of operational performance and
delivery of the committed financial benefits
from this project.
Sustainability
Our commitment to being a responsible
business has not changed, and I am
delighted to see business initiatives such as
renewable energy sourcing and solar power
at our TR Italy manufacturing facility. We are
also implementing environmental initiatives
such as packaging material improvements
and logistics efficiencies for FY26. Wehave
set ourselves stretching medium-term
targets which will require us to be innovative
and engage with our supply partners as
wecontinue to reduce our carbon intensity
in line with our stated commitments.
Read more on these initiatives and
targetson pages 30 to 35
Looking ahead positively
As we look to the future, despite continuing
external market challenges, we remain
confident in delivering our mid-term
ambitions. We still have much to accomplish,
especially through self-help actions in our
four key strategic initiatives and continued
focus on delivering the strategy. We
are determined to improve our safety
performance and engagement for those
working with us, and remain committed
to being a responsible business within
our communities and be a company that
everyone is proud to be associated with.
I remain positive and excited about this
journey and am looking forward to leading
Trifast colleagues through another year of
success and achievement. I am also looking
forward to meeting our shareholders at our
AGM in September.
Iain Percival
Chief Executive Officer
9 July 2025
5 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Our markets
Automotive Smart infrastructure Medical equipment
While this sector is well represented
across all TR regions, further development
with the world’s leading automotive
Tier 1 and 2 system suppliers is evident
through engineering engagement as new
technologies are introduced. This growth
potential allows the opportunity to drive a
more risk-managed contractual relationship
as we partner meaningfully on technologies
and systems which will be applied to future
vehicle platforms.
The fastest-growing sector in our business
today, as data centres, smarter power grids
and interconnected cities drive demand.
This increased demand is augmented
by our deliberate partnering with key
smart infrastructure customers, providing
engineering, manufacturing and simplified
supply chain solutions. Our focus on five
subsegments of growth (lighting, HVAC,
water, power and data, communication
and connectivity) has global appeal to our
customer base, driving home the key tenets
of consistent quality, global reach and
application solutions.
Investment in new technologies to address
emerging and developing health needs
around the world has seen increased
customer engagement across key
geographies. Our medical customers are
often entrepreneurial science-based startups
or leading global brands, both typically
served locally. As we invest in our team
structures and quality systems to support
with increasing regulatory requirements, we
are driving a global approach that delivers
through our value proposition, and we
remain focused on the mid-term upside
fromthis key sector.
Future
growth
potential
Revenue
£85.4m
7.6%
Revenue
£35.3m
7.8%
Revenue
£2.6m
0.5%
Expected medium‑term
market growth
c.5%
Expected medium‑term
market growth
c.7%
Expected medium‑term
market growth
c.6%
Building on our strategic sector
focus, we have continued our
investments in infrastructure,
systems and our people. Now
poised for further profitable growth
in all regions, we have created
agility and an ecosystem for sharing
opportunities and best practice
Geographic
Even with our well-established footprint across key
global industrial regions, we find opportunities to
drill specifically into targeted development – North
America, India, Southern Asia and Central and
Eastern Europe; all have exciting upside pipeline
opportunities of significance.
Customer focused
We have created and are investing in a
customer-centric experience, aimed at a core
groupof key global customers across our target
markets. Driving and delivering value creation in
customer engagement through our three-way
propositions of supply chain simplification,
engineering and manufacturing.
Future‑proofed
Our target sectors are fundamental components of
society, and their developing technologies provide
many opportunities for us, with these regions of
focus all central contributors to the world’s GDP.
6 Trifast plc Annual Report 2025
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Additional information
Strategic report

Delivering growth through our business model
What sets us apart How we do it The value we create
People
We prioritise attracting and retaining top talent, ensuring a safe,
inclusive and high-performing working environment. Our focus
on employee health, safety and wellbeing, enables a culture that
supports personal growth and fulfilment
Customers
We simplify supply chains for customers, offering engineering
and manufacturing capabilities to solve application problems
and support new product development. We focus on long-term
relationships and delivering sustainable success
Suppliers
We work closely with suppliers to create long-term value, supporting
growth opportunities and developing a high-integrity, responsible
supply chain
Shareholders
We aim to deliver long-term and sustainable shareholder value
through strategic growth, operational efficiency and maintaining
astrong balance sheet
Communities
We are committed to supporting local communities through
responsible operations and employee engagement, ensuring their
activities contribute positively to the socioeconomic environment
Environment
We focus on improving sustainable performance, managing
environmental impacts through ISO 14001 certified systems and
innovating to deliver products with enhanced sustainability
Regulators
We ensure compliance with all relevant laws and regulations,
maintaining high ethical standards and adapting to regulatory
changes to mitigate risks and seize opportunities
Strong design and technical
capability
Our engineering team can assist with an enhanced
level of technical and design support to meet your
specific needs, and can offer constructive solutions
High‑quality manufacturing
andproducts
Our manufacturing capabilities across Asia and
Europe continues to evolve as we add capacity
and investment to support the needs of our global
customers
Trusted partner
We have a trusted network of global supplier partners
with strong relationships and clear expectations of
aligned high-integrity and responsible supply chain
Proactive end‑to‑end customer
support
Recognising and focusing on our core competitive
strengths and value proposition allows us to engage
in long-term, more focused customer relationships,
creating mutual and sustainable value through which
we deliver on our purpose of sustainably driving our
customers’ success
Loyal, skilled and experienced team
Our people bring our strategy and purpose to life.
We aim to deliver our growth ambitions through
consistently driving the right behaviours and creating
an environment that promotes positivity, wellbeing
and high levels of employee engagement
Our early involvement in
design and strong technical
knowledge allows us to
offer significant engineering
capability and innovation to help
drive value, solve application
problems and support new
productdevelopment
Engineering
With our manufacturing capacities
and capabilities, we offer the
confidence and know-how of
threaded fastener technology and
a high-quality supply chain that is
capable of manufacturing critical
components in-house
Manufacturing
We offer our customers
supply chain simplification and
deliver a solution that removes
administration, engineering and
supply chain complexity, allowing
our customers tofocus on their
own core competence, technology
and higher-value components
Supply chain simplification
See more about who we are
and what we do on our website:
Our Company
We work
with integrity
We respect
everyone
We care about
theenvironment
We’re passionate
and courageous
Underpinned by our values
7 Trifast plc Annual Report 2025
We’re agile and
forward thinking
Governance Financial statements
Additional information
Strategic report

Our strategy
Following the announcement of
our Recover, Rebuild, Resilience
transformation plan last year, the
business is seeing positive change
and demonstrating operational
andfinancial resilience through
strategy execution
We continue to effectively navigate the
current global challenges and economic
conditions by focusing on our key objectives
of margin management, focused growth,
organisational effectiveness and operational
efficiency, all of which are supporting
improved returns despite the mixed
demandbackdrop.
Read more in the CEO review
on pages 4 and 5
Read more on page 12
Our Recover, Rebuild, Resilience strategy is delivered through four key initiatives:
Read more on page 10
Focused
growth
Operational
efficiency
Read more on page 9
Margin
management
Read more on page 11
Organisational
effectiveness
Recover
In FY25, we successfully completed
the Recover stage of our strategy,
delivering measurable progress in
profitability, margins, cash generation
and return on capitalemployed
Rebuild
Looking ahead, our focus now turns to
delivering the continued profitability,
margin and returns progression
towards our mid-term target of >10%
EBIT margin and ROCE >12% through
continued execution of our strategy
with our OneTR business model
Resilience
Our final stage is to ensure our
business delivers sustainable
double-digit EBIT margins and ROCE
by being a stronger, more capable
and more agile business. As we move
through the transformation and
turnaround journey, we are building
better business processes, leveraging
best practices and enhancing our
talent and bench strength to enable
this sustained performance
Our value proposition of supply chain
simplification, manufacturing and
engineering excellence will deliver value
andprofitable growth in our chosen
marketsof automotive, smart infrastructure
and medical equipment.
We will continue to drive self-help benefits
in FY26 through our four key strategic
initiatives of margin management,
focused growth, operational efficiency
and organisation effectiveness with the
expectation that the economic recovery
willsupport top and bottom-line growth
overthemid-term.
Our long-term goal is to be measured
alongside the best in our industry, meaning
we need to demonstrate resilient and
sustained level of high performance through
the economic cycle.
We have made significant progress in FY25
in strengthening our leadership and bench
including internal talent development,
putting in place standard business processes
across many aspects of our business which
build on the investments made in technology
like D365 and on the OneTR business
model and culture. These foundational
improvements will be built on and expanded
every year to support this long-term goal.
Read more about our
FutureLeadershipProgramme
on pages 11 and 24
Having launched our new business strategy,
we have made significant progress in all four
strategic initiatives.
In FY25, our performance has benefitted
largely from the driving of self-help initiatives.
These have included negotiating improved
value-based pricing and/or walking away
from low-margin business, strengthening
our total cost of ownership with our key
strategic suppliers, driving logistics and
operational efficiencies, particularly in
the UK following the stabilisation of our
warehouse consolidation into the NDC,
and manufacturing utilisation efficiencies
across all our manufacturing locations and
through implementation of the organisation’s
development work centred around our
OneTR business model.
8 Trifast plc Annual Report 2025
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Additional information
Strategic report

Our strategic progress
Margin management
Strategic focus
• Pricing increases with low-margin
customers/ products
• Procurement savings
What we’ve achieved
• Gross margin has increased by c.300bps
• TruProfit 2.0 toolkit deployment
• New pricing and procurement policies rolled out
• Targeted commercial training delivered
• D365 data analytics providing outstanding
insight
• Procurement organisation alignment completed
Our future focus
• Continued gross margin progression
• Smart costing tool for optimisation of
manufacturing capability utilisation
• Value engineering workshops with customer key
accounts
• CBAM and sustainable sourcing/supplier
management
• Key account quarterly business review process
embedded and rolled out
Strategy in action
Embedding commercial interaction
Margin management occurs at several touchpoints during
customer and supplier interactions. A cross-functional TR
community ensures professional engagement consistently.
This commercial interaction is often structured through
formal periodic business reviews (QBRs), where a format
that encourages challenge and seeks positive outcomes is
employed.
Cross‑functional collaboration with customers
During a key commercial negotiation with a customer, our
global sales leadership collaborated with our engineering
team and a TR manufacturing location. Utilising data from our
D365 investment, we were able to demonstrate the necessity
of significant price increases due to inflationary inputs and
volume demand.
Margin enhanced, value created
Our innovation colleagues facilitated an application
engineering discussion, resulting in a solution for the customer
by altering the fastener design, enabling production within
a TR factory. This collaboration between engineering, sales
and manufacturing reduced our first increase request to
the satisfaction of the customer, still introducing new raised
pricing but achieving dual increased margins – one for the TR
distribution site and another for the TR production facility.
Gross margins enhanced by c.3%
+c.3%
Read more on our website:
Ourservices
9 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Our strategic progress continued
Focused growth
Strategic focus
• Profitable expansion of share of wallet with
existinggrowth customers
• Target customer acquisitions in chosen
marketsectors
What we’ve achieved
• Automation of newreportingframework
whichmapscustomer accounts to new strategy
sectors and provides dashboards tomonitor growth
• New customer wins
• Diversification of pipeline opportunities into
smartinfrastructure and medical equipment
• Centralised engineering organisation and
innovationroadmap in place
• Additional engineering resource added in
NorthAmerica and Asia
Our future focus
• Build out engineering and commercial teams
inAsiaand NA
• Accelerate portfolio balance for new business wins
• Build and pilot virtual innovation centre bringing
valueproposition to life through customer
engagement
• Globalise smart infrastructure key account
relationships
• Develop and integrate pipeline tools and process
including training
Strategy in action
Smart infrastructure customer collaboration
Trifast was recently awarded 100% of the fastener spend for a
long-standing customer’s new Middle East facility, reflecting
our strong relationship and alignment with the sector’s needs.
Our place on their Approved Vendor List (AVL) is based
on our ability to meet strict quality standards and respond
quickly to demand.
Plas‑Tech 30‑20®: Advancing our fastening
solutionsportfolio
The Plas-Tech 30-20® represents a significant enhancement
to the Plas-Tech® range of screws, specifically designed for
direct installation into plastic materials. The introduction of
the range was the result of extensive internal development,
installation and performance trials which not only enhances
our product offering but also enables us to provide customers
with a high-quality, cost-effective solution directly from our
own manufacturing facilities.
A notable example of our ability to provide bespoke solutions
is the Plas-Tech 30-20® custom design developed for an
established customer that manufactures metering systems,
highlighting the product’s versatility for applications in smart
infrastructure.
Constant force springs – EV interiors
TR developed a specialised fastener solution for the latest
model of a customer’s electric vehicle’s sliding central
consol. A combination of advanced technical insight
and early engagement during the initial design stages,
along with optimised production techniques, resulted in
asuperiorsolution.
New business wins aligned
tostrategicend markets
>90%
Read more on our website:
TRdevelops spring solution
forautomotive customer
10 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Strategy in action
Future Leaders Programme
FY25 saw the launch of the Future Leaders Programme; a global
programme designed to identify and nurture emerging leaders
from across the business and sponsored by ELT members.
Read more about our FutureLeadershipProgramme
Financial consolidation processes enhanced
Trifast recently undertook a significant project to enhance
its financial consolidation processes. The project not only
improved efficiency and data accuracy but also provided a
scalable and user-friendly solution that supports our ongoing
growth and strategic objectives.
Investment in vacuum solvent washing machine
TR Singapore invested in a highly sophisticated cleaning
machine that does not require the use of kerosene during the
fastener cleaning process, improving workplace safety and
productivity. It also recycles and filters the cleaning solution
toreduce our environmental impact.
Read more on page 29
Safety improvements
During FY25, we developed, communicated and implemented
a health and safety strategy that fully encompassed allareas
of our business under our OneTR mentality. This hasincreased
accountability for safety leadership, promoted a data-led
approach for eliminating and reducing risk and set clear
expectations and standards for improving our global locations.
Read more on pages 27 to 29
Our strategic progress continued
Organisational effectiveness
Strategic focus
• Health and safety environment and performance
change
• Engagement, performance management, talent
management and OneTR culture change
• Technology enablement
• Financial controls standardisation and best practice
What we’ve achieved
• Embedded a stronger safety environment
• Enhanced communication and engagement
• Significant progress on our OneTR business
modelbased on four geographical regions
andsupported by central enabling functions
• Simplified and streamlined operating model
• Delivered restructuring benefits of 10%
non-operating headcount as committed
• Office 365 technology and Cognos financial
toolimplemented globally
Our future focus
• Further organisation model work to strengthen
and standardise structure, roles and responsibilities
• Optimisation of administration through shared
services in technology, quality and finance
• HR processes (performance management,
rewardand recognition, culture engagement
andinclusion, talent and capability)
• Technology enablement through D365 ERP
implementation into remaining locations
Employee engagement
scoreenhanced by 3%
+3%
Read more on our website:
OurPeople
11 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Read more on our website:
OurServices
Our strategic progress continued
Operational efficiency
Strategic focus
• Supply chain optimisation
• Distribution and manufacturing efficiencies
What we’ve achieved
• £3m annualised cost savings from our NDC
operational improvement programme
• Logistics and supply chain optimisation and
manufacturing asset utilisation improvement
inEurope
• Development of efficiency improvement
roadmap for both distribution and
manufacturing facilities including balanced
scorecard of performance metrics
• Investment of c.£2m in new equipment to
strengthen safety, quality and efficiency
capability
Our future focus
• Driving efficiency gains using balanced
scorecard metrics and lean project capabilities
• Asia manufacturing capability and utilisation
improvement
• Sustainable technology solutions including
solarprojects
• Sustainable packaging solutions innovation
• TR Inventory Management (TRiM) solution
development and roll out to appropriate
customers
Strategy in action
Material handling investment
Safety is a key focus within our operations, ensuring our
people go home safe and well at the end of each working day.
TR Hungary has been focusing on workplace organisation
and the safe handling of product throughout the picking
and packing process to ensure people and non-pedestrian
handling equipment are properly segregated, and risks are
managed, alongside looking for ways to enhance the handling
of heavy fasteners.
Our supply chain simplification journey
We have partnered with a third-party provider of smart
solutions that allows us to provide digital solutions to our
customers for the management of fasteners and components
on the production line.
TR Shanghai micro factory
To primarily support Chinese customers, who prefer to
deal with local manufacturers, in addition to the current
distribution business, TR Shanghai set up a micro factory
to specialise in the production and supply of screws to
theautomotive, smart infrastructure and medical sectors.
Thefactory will commence production during Q2 of FY26,
with the capacity to expand production further.
Delivered c.£3m annualised efficiency
and organisational savings
£3m
12 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Key performance indicators
These metrics are aligned to our
strategic framework and the majority
link to executive remuneration
In FY25, 80% of executive annual
bonus was directly linked to financial
KPIs. Forfurther details, please see the
Directors’remuneration report on pages
70to 92.
Underlying profit before tax (%)
1
Working capital as a percentage
ofrevenue(%)
1
Underlying ROCE (%)
1
CO
2
e reduction from FY19 baseline (%) Lost time incident rate
Employee engagement survey
Average score out of ten for each question
FY25
FY24
FY23
4.6%
2.8%
3.8%
FY25
FY24
FY23
41.4%
40.8%
45.9%
FY25
FY24
FY23
8.1%
5.7%
5.4%
FY25
FY24
FY23
(33.1)%
(31.8)%
(26.8)%
FY25
FY24
FY23
1.33
0.27
0.01
FY25
FY24
FY23
7.0
6.7
7.4
Why we measure it
Our aspiration is to become a more profitable
company. Underlying profit before tax margin
enhancement is expected to come from margin
management, focused growth, organisational
effectiveness and operational efficiencies
Our progress in FY25
Underlying profit before tax has increased
by 180bps primarily due to the margin
management initiatives driven from the new
strategy and reduced interest costs
Why we measure it
An efficient allocation of capital on the balance
sheet drives improved quality of earnings and
reduces the additional investment needed
to support organic growth. Working capital
efficiency remains an ongoing focus
Our progress in FY25
Working capital as a percentage of revenue saw
a marginal 60bps adverse movement compared
to FY24. We remain focused on driving
improvements in working capital efficiency, with
ongoing initiatives aimed at enhancing debtor
collections and optimising inventory levels
Why we measure it
ROCE looks beyond profit to measure how
efficiently we are able to generate a return to
our investors. Enhancing this metric continues
to be a key focus for the Group. Our strategic
priorities and capital allocation criteria have
been specifically set to support this
Our progress in FY25
The increase in ROCE reflects higher profit
performance combined with reduced average
debt resulting in 240bps improvement to 8.1%
Why we measure it
We are committed to maintaining high
standards of environmental management.
We are aligning ourselves with the Science
Based Target initiative (SBTi) to ensure our
measurements and targets are meaningful
Our progress in FY25
Our overall scope 1 and scope 2 emissions for
FY25 were 5,460 tonnes against a target of
6,104, giving us a 33.1% reduction since our
FY19baseline year
Why we measure it
The LTI rate is an industry wide metric for
indicating the number of incidents resulting in
time away from work. Tracking the LTIR helps
measure workplace safety trends and reveals
where safety standards and risk management
may need improvement
Our progress in FY25
The LTI rate for FY25 is 1.33, an increase from
FY24. Our target continues to be below 1.0.
There have been an increase of incidents
following an update to incident reporting
criteria, with a new protocol established with
more stringent criteria and expectations
Why we measure it
We are committed to improving engagement
with our employees. Workforce engagement is
the level of commitment and enthusiasm that
employees feel towards their work and the
Company and it is a key indicator of a healthy
workplace
Our progress in FY25
The survey saw a significant rise in participation
to 89% (FY24: 61%) and a positive upward
trend, with 18 of 21 question scores improving.
The greatest gain was in ‘How well does your
organisation keep you informed?’, reflecting
continued efforts to enhance communication.
Notably, inspiration and trust also improved
1. Our KPIs include a number of Alternative Performance Measures (APMs) to provide further information on
the Group’s financial performance and position. Wherewerefer to ‘underlying’, this is defined as being before
separately disclosed items (see note 2). For further details on the APMs, see note 32
13 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Section 172 statement
We are committed to building and
maintaining strong relationships with
all our stakeholders, recognising
that these connections are essential
to delivering long-term, sustainable
success and fulfilling our purpose
In accordance with Section 172 of the
Companies Act 2006, the Directors of Trifast
plc are committed to acting in a manner
that promotes the long-term success of the
Company for the benefit of its shareholders,
while having regard to the interests of a
broad range of stakeholders. This includes
employees, shareholders, customers,
suppliers and the wider community, as well
as the impact of the Company’s operations
on the environment and its reputation for
high standards of business conduct.
Throughout the financial year
ended 31 March 2025, the Board has
carefullyconsidered these factors in its
decision-making processes. This statement
outlines how the Directors have discharged
their duties under Section 172(1), providing
examples of key decisions made during
the year and how stakeholder interests
and other relevant matters were taken
intoaccount.
Principal decisions
We define principal decisions as those
that are not only material to the Group’s
operations and performance but also
significant to one or more of our key
stakeholder groups.
When making these decisions, the Board
carefully considers the long-term success
of the Group, guided by insights gained
through stakeholder engagement.
The Board also takes into account the
importance of maintaining high standards
of business conduct, strong corporate
governance and acting fairly between
allshareholders.
The Directors recognise that not every
decision will benefit all stakeholders equally.
However, by aligning decisions with the
Group’s purpose, values and strategic
priorities, the Board aims to ensure that its
actions are consistent, well-reasoned and
support the Group’s sustainable growth
overtime.
No material issues or controversies were
reported with any stakeholder group during
the year.
Read more about
Our strategy and strategic progress
onpages 8 to 12
Stakeholder engagement
on pages 15 to 17
Our Future Leaders Programme
on page 24
Improving our safety
on pages 27 to 29
TR Singapore investment in cleaner
technology on page 29
Decarbonising our steel supply chain
on page 35
TR Italy solar panels on page 62
14 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Stakeholder engagement
Our people Shareholders
Why we engage
Our success depends on a skilled and
motivated workforce. We are committed
to a safe, inclusive environment that
supports physical and mental wellbeing.
A positive culture and strong engagement
enable our people to contribute
meaningfully to the business.
How we engage
We continue to focus on improving
communication across the Group,
through monthly interactive calls with the
Senior Leadership Team and CEO video
updates on strategy and performance,
which is accessible to all employees.
In accordance with Provision 5 of the 2018
UK Corporate Governance Code, Laura
Whyte was appointed as the designated
Non-Executive Director for employee
engagement in April2024. Laura has
continued in this role for the financial
year under review, leading engagement
sessions across the Group, supported by
her non-executive colleagues.
We are also launching local engagement
forums to give employees a direct voice
with the Board.
Engagement during FY25
During the year, the Board collectively
and independently visited a number
of the Group’s operations and spent
time with employees. Engaging with
colleagues, both formally and informally,
isa priority for the Board to ensure
that we are aware of the views of the
workforce and can address any concerns
they may have.
The annual employee engagement
survey saw a rise in participation to 89%
and a positive upward trend in overall
engagement and satisfaction scores.
The CEO, Iain Percival, records a monthly
communication video, available to all
employees, to update them on various
aspects of the business. In addition, we
launched the ‘ask Iain’ email to facilitate
adirect communication to the CEO.
Read more about our
FutureLeadershipProgramme
on page 24
Read more about our people
on pages 24 to 29
Why we engage
The Board is committed to strong
shareholder relationships, providing
clear, balanced updates to ensure
understanding of our purpose, values,
strategy and long-term goals.
How we engage
We run a structured year-round
programme giving all shareholders
access to management through the AGM,
presentations and roadshows, which
are also available via the Investor Meet
Company platform.
Non-Executive Directors are available to
meet shareholders as needed. We also
share updates through regulatory news,
our website, the Annual Report and
investor ESG questionnaires.
Engagement during FY25
We shared website updates during
FY25,including trading updates,
theCFOappointment and PDMR
activityto ensure all stakeholders,
including shareholders, are fully aware
ofthe activities of the Group.
Laura Whyte, as Chair of the
Remuneration Committee, conducted
a thorough engagement with key
shareholders regarding the Remuneration
Policy, which included a written
correspondence, meetings and calls.
Annual results were announced on
29 July 2024 and interim results were
announced on 19November 2024, both
were presented in person and via the IMC
platform.
The AGM was held on 10 September
2024 at our NDC, West Midlands,
where we offered in-person and online
participation. The AGM remains a key
shareholder engagement forum.
Shareholder and investor visits were also
organised at our UK National Distribution
Centre, which were well attended
and offered attendees an insight into
strategyexecution.
Find details of our AGM onpage 171
15 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Stakeholder engagement continued
Customers Suppliers
Why we engage
Strong, trusting relationships create
mutual value, helping us understand
customer needs to deliver value, drive
growth and support our commitment
tomeeting sustainability expectations.
How we engage
We build long-term customer
partnerships through technical support
and innovative solutions aligned with
emerging technologies and regulations.
Our online platforms, including digital
marketing and our website, complement
this effort with virtual training and
product videos, along with workshops to
help customers select the right fasteners.
We also gather ESG feedback via SAQ.4,
JOSCAR, EcoVadis and CDP. We also
attend our customers’ conferences and
technical workshops to ensure that
we continue to develop that strong
understanding of their future needs.
Engagement during FY25
Workshop sessions with key customers
generated positive feedback and new
opportunities. These included meetings
with customers in Asia, Europe and North
America as well as emerging markets
across the Middle East.
We exhibited our products at:
• Fastener Fair Global (Germany)
• Electronics Live (UK)
• International Fastener Show
(Taiwan)
• Elmia Subcontractor (Sweden)
• NEAA Expo (UK)
• CBM Mini Expo (UK)
We are delighted to have received two
awards from Honda, the ‘Best Delivery
Award’ and ‘The Power of Dreams’ award,
in appreciation of the excellent supply
partner relationship that has developed
over the years.
We also received a long-standing supplier
award in recognition for continued great
service over two decades from our
customer Lucy Electric.
SFE Taiwan won an Excellence of
Delivery award from Bulten. This is a
great achievement and reflective of the
excellent customer service delivered
bythe team.
Details of our Honda award are available
on our websiteatwww. trifast. com
Why we engage
As evolving legislation and climate
risks impact supply chains, we value
strong supplier relationships, goodwill,
high standards and engagement in
technology, innovation and compliance.
How we engage
Our Supplier Code of Conduct sets
expectations on quality, sustainability and
compliance, with all approved suppliers
required to meet our standards. We hold
regular meetings, reviews and audits
to ensure adherence and encourage
reporting of non-compliance.
Engagement during FY25
We attended the Fastener Fair in
Stuttgart, Germany, where we also held
atotal of 52 supplier meetings.
During a visit to Taiwan, 26 meetings
wereheld on site with our suppliers
with afixed agenda, to reiterate the
importance of ESG, CBAM, quality
and ongoing competitiveness in the
marketplace.
The US Procurement and Sourcing
teamattended the Las Vegas Fastener
Fair conducting numerous meetings
and visits to strengthen our supplier
relationship and pave the way to
increased onshoring in 2025/2026.
We remained committed to compliance:
• Quality & Sustainability
Agreementsigned by 282
suppliers(62.0% ofspend)
• Slavery & Human Trafficking
Statementcompleted by 625
suppliers(82.8% of spend)
We continued to work with our supply
chain to ensure compliance with the
EU CBAM (Carbon Border Adjustment
Mechanism).
Our Slavery & Human Trafficking
Statement is available on our
websiteatwww. trifast. com
16 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Stakeholder engagement continued
Community Regulators, governments and NGOs
Why we engage
We recognise our impact on local
communities and are committed to
responsible engagement, supporting
initiatives and creating positive benefits
inthe regions where we operate.
How we engage
We support our employees’ global
charitable activities and maintain strong
relationships with neighbours through site
visits to manage environmental impacts.
Feedback and complaints are handled
through our ISO 14001 system, and we
work with small suppliers to enhance
local economies and skills in compliance,
efficiency and quality.
Engagement during FY25
A new corporate volunteering day was
launched during FY25 for employees to
give back to their local communities.
• TR UK employees worked with Walsall
Council to tackle local pollution by
collecting litter and cleaning up a local
public space
• TR Charlotte, North America,
supported Samaritan’s Purse.
Employees filled shoe boxes with toys,
stationery and other essentials to gift
to children in need at Thanksgiving
andChristmas
• TR Hungary responded to the flood
threat along the River Danube by
supporting vital flood defence efforts
to help safeguard nearby communities
from the rising floodwaters
• TR Thailand supported a local
environmental initiative where they
spent the day planting mangrove trees
Read more about our community events
on our websiteatwww. trifast. com
Why we engage
Policy and regulatory changes, including
global politics and trade laws, bring
both opportunities and risks. Locally,
weengage on environmental, safety
andethical standards.
How we engage
We engage with government bodies via
public disclosures (e.g., Annual Report,
AGM) and submissions on packaging
and controlled materials. Trifast is active
in EFDA and TR UK supports over 100
fastener distributors through BIAFD. Our
global teams also engage with regional
associations.
Engagement during FY25
We continued submitting required
compliance declarations, including RNS
announcements, packaging, emissions
and controlled materials (SCIP, RoHS,
REACH) disclosures.
We engage with EFDA to streamline
the EU CBAM reporting and lobby for
simplification. We are also working with
BIAFD on the UK CBAM, set to begin in
January 2027.
Trifast is an active member of EFDA
(European Fastener Distributor
Association) and TR UK is involved with
the British & Irish Association of Fastener
Distributors (BIAFD), supporting over
100fastener distributors across the
UKand Ireland.
Our global subsidiaries also engage
withtheir regional associations.
TR Thailand received their ISO 9001
certification, TR Italy successfully
obtained ISO 45001 certification for
their health and safety management
system and our technology group has
been certified against ISO 27001, an
internationally recognised standard
for information security management
systems.
Trifast has also been working with the
Saudi Arabian Ministry of Investment
about new opportunities in the region.
Read more about CBAM
on page 34
Read more about our governance
andpolicies on pages 36 and 37
17 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Financial review
Kate Ferguson
Chief Financial Officer
Delivering
financial
resilience
Recover, Rebuild, Resilience
During FY25 we successfully completed
the ‘Recover’ phase, showing positive
results and strong cash generation. As
we move into the ‘Rebuild’ phase, we are
focused on enhancing operational efficiency
and productivity, with initial benefits
already being realised. Looking ahead, the
‘Resilience’ phase aims to build long-term
sustainability and resilience in our business.
We remain confident in delivering our
mid-term margin and returns ambitions,
and we are committed to innovation and
responsible investment to reduce our
environmental impact.
Key financials
Unless stated otherwise, current year
comparisons with prior year are calculated
atconstant exchange rates (CER) and where
we refer to ‘underlying,’ this is defined as
being before separately disclosed items.
CER calculations have been calculated by
translating the FY25 figures by the average
FY24 exchange rate.
£m
Underlying measures
CER
2
FY25
CER
2
change
AER
2
FY25
AER
2
Change
AER
2
FY24
Revenue
£227.4m
(2.7)%
£223.4m
(4.4)% £233.7m
Gross profit %
28.4%
300bps
28.3%
299bps 25.4%
Underlying operating
profit/ EBIT
1
£15.6m 30.3% £14.9m 24.5% £11.9m
Underlying operating
profit/ EBIT %
1
6.8% 173bps 6.7% 155bps 5.1%
EBIT/operating profit
£10.0m
117.0%
£9.4m
103.6% £4.6m
EBIT/operating profit %
4.4%
244bps
4.2%
224bps 2.0%
Underlying profit before tax
1
£11.0m
69.3%
£10.4m
59.1% £6.5m
Underlying diluted earnings
pershare
1
— — 4.31p 166.0% 1.62p
Adjusted leverage ratio
1,3
—
—
0.97x
0.33x 1.30x
Adjusted net debt
1,3
—
—
£(17.4)m
(17.1)% £(21.0)m
Return on capital
employed(ROCE)
1
— — 8.1% 240bps 5.7%
GAAP measures —
—
Profit/(loss) before tax
—
—
£4.9m
724.6% £(0.8)m
Diluted earnings/(loss)
pershare — — 0.77p 123.4% (3.29)p
1. Before separately disclosed items (see note 2 and 32)
2. CER is constant exchange rate, calculated by translating the FY25 figures by the average FY24exchange
rate, and AER is actual exchange rate
3. Adjusted leverage ratio is calculated using adjusted net debt against adjusted underlying EBITDA.
Adjustedmetrics exclude the impact of IFRS 16 Leases (seenote32)
Constant currency comparison
For FY25, the British Pound continued to strengthen against the Singapore Dollar, Taiwanese
Dollar, Swedish Krona, Chinese Renminbi, Malaysian Ringgit and US Dollar. This resulted in
a reduction of the value of AER revenue by £4.0m and AER underlying profit before tax by
£0.7m on translation into British Pounds.
As we move into the ‘Rebuild’ phase, we are focused on enhancing
operational efficiency and productivity, with initial benefits already
beingrealised
18 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Financial review continued
Dividend policy
As a Board, we are proposing the final dividend in FY25 at 1.20p (FY24: 1.20p). This, together with the interim dividend of 0.60p (paid
on 10April 2025), brings the total for the year to 1.80p per share (FY24: 1.80p). The final dividend, subject to shareholder approval at the
AGM, will be paid on 10 October 2025 to shareholders on the register at the close of business on 12 September 2025. The ordinary shares
will become ex-dividend on 11 September 2025. The underlying dividend cover is currently 2.4x, the Board considers that an appropriate
futurelevel of underlying dividend cover is in the range of 3.0x to 4.0x.
Group performance
1,2
£m CER FY25 CER change AER FY25 AER FY24 AER change
UK & Ireland Revenue
72.2
(6.9)%
72.2
77. 5 (6.9)%
EBIT
2.9
(13.2)%
2.9
3.4 (13.5)%
EBIT %
4.1%
(30)bps
4.1%
4.4% (31)bps
Europe Revenue
81.4
(7.6)%
78.8
88.0 (10.5)%
EBIT
7.3
22.9%
6.9
5.9 16.9%
EBIT %
9.0%
222bps
8.8%
6.7% 206bps
Asia Revenue
52.6
1.0%
51.5
52.1 (1.0)%
EBIT
9.1
13.6%
8.8
8.0 10.6%
EBIT %
17.3%
191bps
17.2%
15.4% 180bps
North America Revenue
33.7
15.2%
33.1
29.2 13.3%
EBIT
3.1
98.6%
3.0
1.6 93.7%
EBIT %
9.2%
384bps
9.1%
5.3% 377bps
Central costs Revenue
(12.5)
(5.4)%
(12.2)
(13.2) (7.7)%
EBIT
(6.8)
(1.3)%
(6.8)
(6.9) (1.2)%
Group Revenue
227.4
(2.7)%
223.4
233.7 (4.4)%
EBIT
15.6
30.3%
14.9
11.9 24.5%
EBIT %
6.8%
173bps
6.7%
5.1% 155bps
Despite a challenging macroeconomic and geopolitical environment, trading remains resilient with EBIT in line with forecasts and EBIT
margins improving and on track with our strategic ambitions.
Revenue is down approx. 4.4%, or 3.7% excluding the impact of the sale of Norway (c.£1.8m), driven by reduced demand especially in the
automotive sector, UK and Europe and our strategic decision to exit some 1,000 mainly transactional customers with low profitability.
Pricing and sourcing improvements have more than offset volume reductions with a 300bps (CER) improvement in gross margin.
We achieved incremental savings in excess of £3.0m from operational improvement programmes and managed operating overheads tightly
to offset the impact of salary and cost inflation. Further benefits from consolidation of facilities into the NDC are expected in FY26.
Underlying PBT increased to £10.4m (FY24: £6.5m), due to strong EBIT performance and reduction in interest costs.
Five‑year dividend cover
FY25
FY24
FY23
FY22
FY21
2.4
0.9
2.3
3.9
3.9
Dividend progression
FY25
FY24
FY23
FY22
FY21
1.2
1.2
1.5
1.4
1.6
Interim Final Total
3

FX effects on EBIT (£m)
FX effects on revenue (£m)
FY25
FY25
227.4
223.4
15.6
14.9
FY24
FY24
237.9
233.7
12.7
11.9
FY23
FY23
238.5
244.4
11.2
12.0
FY22
FY22
233.3
218.6
15.2
14.7
FY21
FY21
188.2
188.1
12.1
12.0
CER AER
CER AER
0.6
0.6
0.75
0.7
1. Revenue by regions include intercompany sales which are eliminated in the Central costs line
2. EBIT is before separately disclosed items (see note 2 and 32)
3. In FY21, one dividend payment was made, rather than an interim and final, due to the impact of the Covid-19 pandemic
19 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Financial review continued
UK & Ireland
Revenue (CER) was £72.2m, a 6.9% decline
from last year (FY24: £77.5m) following the
removal of approximately 1,000 non-core
business accounts and the further transfer of
European revenue to localised TR locations.
Although we saw overall automotive
customer demand soften through niche
auto OEM, there was encouraging growth
in Tier 1 and 2 customers. There was
continued growth in data centre and power
distribution customer volumes in our
smart infrastructure segment and positive
momentum in our medical equipment
customers.
The region’s EBIT decreased to £2.9m
(FY24: £3.4m) at a margin of 4.1%, down
30bps from last year.
Europe
Revenue (CER) declined to £81.4m (FY24:
£88.0m) during the year. Throughout the
year, revenue across the eurozone faced
significant challenges, particularly in the
unpredictable automotive sector, where
new business wins were postponed.
Smart infrastructure was more consistent
and our investment in Hungary delivered
double-digit growth, with further smart
infrastructure business secured and
invoiced from our manufacturing plant in
Italy. Germany has continued its delivery
of consistent EBIT with supply chain
improvements.
The regions EBIT margin % has increased
222bps to 9.0% due to cost control,
efficiency improvements and targeted
customer price increases delivered during
the year. Notably, our Italian operations
delivered a significant uplift in profitability,
with EBIT increasing by £1.8m to £2.4m
(FY24: £0.6m) and margins improving from
2.2% to 8.6%, reflecting the benefits of
ongoing local operational improvements.
Asia
The Asia region had a strong overall
performance with CER revenue in line with
last year at £52.6m (FY24: £52.1m), working
against volatile market conditions but still
delivering significant EBIT contribution of
£9.1m (FY24: £8.0m). Singapore led the
highest performance due to a mixture
of increased demand with technology
customers and new intercompany business
linked with TRNorthAmerica.
EBIT margin was 17.3% (FY24: 15.4%),
reflecting the FY25 focus on margin
management activities to increase
profitability on existing and new business.
Improvements were made in all focused
growth sectors.
New business development activity in our
focused growth sectors will be the key driver
for growth in FY26. We are encouraged by
the higher levels of sales enquiries coming
into India and Thailand, and the Group focus
on driving more intercompany business into
the TR factories in Singapore, Malaysia and
Taiwan.
North America
North America has seen strong organic
CER revenue growth at 15.2% year-on-year
to £33.7m (FY24: £29.2m), driven by
customer demand in both automotive and
smart infrastructure markets as well as the
successful onboarding of new profitable
growth from our pipeline.
Overall, margins also improved significantly
year-on-year with EBIT margin up to 9.2%
(FY24: 5.3%) driven by the first year of
execution of a number of strategic initiatives
and, in particular, driving efficiencies to
manage costs enabling stronger EBIT
drop through from the incremental volume
growth.
We have and will continue to invest in the
region to build capability and resilience;
adding dedicated engineering resource
and our investment in Microsoft D365 ERP
implementation in our Houston facility at the
end of FY24 are examples of delivering our
core value proposition to ensure continued
strategic execution of our ambition of
driving profitable focused growth in the
world’s largest industrial market.
Central costs
Central reported a CER EBIT loss of £6.8m
(FY24: £6.9m) driven by overhead savings
from restructuring programmes which was
partially offset by higher bonus accruals and
share-based payment charges, reflecting
our efforts to incentivise staff in achieving
strategic initiatives. Additionally, central
operations had a lower exchange gain in the
current year as compared to the prior year.
Separately disclosed items
FY25
£m
FY24
£m
Acquired intangible
amortisation (1.7) (1.8)
Impairment of
customer receivables
on administration (1.0) —
Restructuring and
transformation costs (2.6) (1.5)
Profit on disposal of
a subsidiary 0.2 —
Impairment of
non-current assets — (2.0)
Facilitation payment
fraud (0.4) —
Project Atlas
—
(2.0)
Total (5.5)
(7. 3)
• Amortisation charges on intangible assets
acquired on acquisitions in the previous
years shown as separately disclosed
consistent with previous years
• An impairment charge was recognised in
Q1 following the insolvency (bankruptcy
under Swedish law) of a key customer
• Restructuring and transformation
costs of £2.6m relate to key strategic
initiatives launched and reported in the
FY24 Annual Report as part of the new
strategy, including margin management,
focused growth, organisational
effectiveness and operational efficiencies.
Primarily, costs incurred in relation
to transformation initiatives, include
expenses associated with restructuring
programmes aimed at streamlining
operations, reducing headcount and
other directly attributable costs linked to
the execution of these strategic changes.
These charges include £0.9m provided
towards a strategic restructuring
programme approved by the Board
in March 2025, aimed at streamlining
operations across TR UK, Ireland and
Trifast Overseas Holdings
• Profit on disposal of subsidiary relates
to profit on the sale of Norway at the
beginning ofthe year
• Impairment of non-current assets of
£2.0m in FY24 related to TR Hungary
cash generatingunit
• Facilitation payment fraud relates to a
£0.4m provision recognised in respect
of an external fraud incident involving an
impersonation scam. Although recovery
efforts are ongoing, the criteria for
recognising a receivable were not met as
at 31 March 2025
20 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Financial review continued
Separately disclosed items continued
• Project Atlas in FY24 related to the
implementation of D365 across selected
sites and impairment of ‘customer
engagement’ software. Project Atlas is
now complete and hence no charge in the
current year related to this phase of the
project
Net financing costs
Net interest costs decreased to £4.5m
(FY24: £5.4m), primarily due to a declining
interest rate environment. Interest is incurred
at an aggregate rate based on EURIBOR,
SONIA or SOFR, plus a margin ranging from
2.10% to 3.60%, depending on the Group’s
leverage.
Commitment fees, amortisation of
arrangement and extension fees increased
to £1.2m (FY24: £0.8m), reflecting the
impact of covenant amendment fees paid
inFY25 and the full-year amortisation effect
in FY25.
In addition, IFRS 16 lease-related interest
contributed £1.0m (FY24: £0.8m) to total net
financing costs.
Our average borrowings (excluding IFRS
16 and arrangement fees) in the year were
£42.7m (FY24: £58.6m). The Group borrows
in EUR and USD and therefore has exposure
to Euro and USD interest rates. No portion
of interest rate exposure is currently hedged,
the Group manages 100% floating interest
rates on borrowings.
Profit before tax
Profit before tax increased to £4.9m (FY24:
loss of £0.8m), primarily reflecting an
improvement in operating profit driven by
margin management initiatives.
The increase was further supported by lower
finance costs and a reduction in separately
disclosed items compared to the prior year.
£21.0m
£(21.7)m
£(0.3)m
£(0.6)m
£(0.4)m
£3.0m
£3.1m
£4.4m
£2.2m
£2.4m
£4.4m
£17.5m
Adjusted
net debt
– FY24
1
Underlying
operating
cash
inflow
2
Separately
disclosed
items
Changes
in working
capital
Capex
(net of
sale)
Interest Ta x Dividend OtherLease
liabilities
Disposal
of a
subsidiary
Adjusted
net debt
– FY25
1
Increase Decrease Total
Adjusted net debt bridge
Operating cash flow (AER)
The Group generated operating cash flows
before working capital changes of £18.7m
(FY24: £14.2m), an increase of £4.5m
primarily driven by higher profit after tax
inFY25.
Working capital changes contributed a
net inflow of £0.3m in FY25 (FY24: £17.7m
inflow), with the prior year benefiting
significantly from a material reduction in net
inventory balances. Inventory levels have
since stabilised at a lower baseline, with a
continued focus on inventory efficiency into
FY26.
As a result, total operating cash flow after
working capital changes was £19.0m,
representing an underlying cash conversion
of 100.2% of underlying EBITDA.
Banking facilities
The Group maintains a core £70.0m
committed Revolving Credit Facility (RCF)
utilisable in EUR, GBP or USD with no
pre-determined currency limits. KBC Bank
NV committed to the facility on 3 July 2024,
complementing our existing lending group
and strengthening banking capabilities for
TRlocal operations in Hungary.
Following a successful +1 application, the
RCF has been extended to July 2027 with a
further +1 option executable to 2028.
The RCF is drawn to £22.8m (€27.3m) as at
31 March 2025 under leverage and interest
cover covenants.
In addition to the RCF, the Group benefits
from EDG UKEF funding of £50.0m, maturing
in 2028 with a three-year availability period,
as at 31 March this facility is drawn to £20.1m
(€17.1m and $7.5m).
Adjusted net debt (AER)
At 31 March 2025, Group net debt was
£17.4m (FY24: £21.0m) and available cash
and short-term deposits was £24.3m (FY24:
£20.9m).
A focus on working capital efficiency has
helped the reduction in net debt, driven by
inventory and receivables, improving our
banking covenant to 0.97x against a limit
of3.0x.
1. Adjusted net debt is stated excluding the impact of IFRS 16 Leases. Including right-of-use lease liabilities, netdebt increases by £21.4m to £38.8m (FY24: net debt
increases by 18.4m to £39.4m)
2. Operating cash inflow is before working capital, taxation and cash impact of the separately disclosed items (see note 32 for further details)
21 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Financial review continued
Taxation (at AER)
The decrease in the underlying effective
tax rate (UETR) to 44.0% (FY24: 66.6%)
and the effective tax rate (ETR) to 78.9%
(FY24: 462%) was principally due to the
utilisation of brought forward losses in the
UK region that have not previously been
recognised. We continue not to recognise
carried forward losses in the UK region,
however if we were to provide for deferred
tax on current year losses, the UETR would
be 24.1%.
Subject to future tax changes, and excluding
prior year adjustments, our normalised
adjusted ETR is expected to remain in the
range of c.20–25% going forward.
Underlying diluted earnings per share
(AER)
Reflecting the challenging performance as
explained above, our underlying PBT at AER
is up 59.1% to £10.4m (FY24: £6.5m). This,
coupled with the decrease in our underlying
effective tax rate, has resulted in an increase
in underlying diluted earnings per share
(EPS) of 166.0% to 4.31p at AER (FY24:
1.62p).
Return on capital employed (at AER)
The Group ROCE increased 240bps to
8.1% (FY24: 5.7%), reflecting higher profit
performance combined with reduced debt.
As at 31 March 2025, the Group’s
shareholders’ equity decreased to £121.1m
(FY24: £124.2m). The £(3.1)m reduction
reflects a decrease in retained earnings of
£(2.1)m, amovement on own shares held in
reserve of £0.4m, and a foreign exchange
reserve loss£(1.4)m.
At 31 March 2025, the number of ordinary
shares held by the Employee Benefit Trust
(EBT) to honour future equity award
commitments was 1,145,315 shares (FY24:
1,373,663 shares).
Shares in issue as at 31 March 2025 was
136,119,976 (excluding EBT: 134,974,661).
Outlook
Trading headwinds have persisted into Q1
FY26, driven by macroeconomic pressures,
softness in the automotive sector, US tariffs
on steel and aluminium, and USD weakness.
However, our geographic diversification,
global manufacturing footprint, and close
customer partnerships provide resilience.
We enter FY26 with positive momentum,
strengthened by our transformation
progress, and remain confident in achieving
our medium-term EBIT margin target of
>10%, while continuing to explore targeted
investments and bolt-on acquisitions to
support future growth.
Kate Ferguson
Chief Financial Officer
9 July 2025
22 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Being a responsible business
Our people
Our principles
Our planet
Our people bring our strategy and purpose to life.
We aim to deliver our growth ambitions through
consistently driving the right behaviours and creating
an environment that promotes positivity, wellbeing
and high levels of employee engagement
The Company maintains a strong commitment
to governance, with the Board fully aware of the
ongoing importance our stakeholders place on
robustand transparent practices
We are dedicated to minimising our environmental
impact, and through our sustainability strategy we
are exploring innovative methods to support us in
accomplishing this goal
Key metrics
Supply chain (percentage of spend)
1
E‑learning training courses completed
2
2025 82.8% 2025 3,063
2024 82.3% 2024 1,742
1. Percentage of spend signed up to Slavery & Human Trafficking Statement
2. Includes various training courses including for compliance, products and awareness
See more on pages 30 to 35
See more on pages 36 to 37
Key metrics
Total carbon emissions (tCO
2
e) Total water consumption (m
3
)
2025 140,515 2025 17,724
2024 128,195 2024 22,195
See more on pages 24 to 29
Key metrics
Gender diversity (all employees) Lost time injury rate
2025 1.33
2024 0.27
31%
31%
2025 66%
2024 68%
Male
Female
Undisclosed
1%
3%
Sustainability
accreditation
Learn more about
Trifast’s approach
to sustainability
online
www.trifast.com
23 Trifast plc Annual Report 2025
Additional information
Financial statements
Governance
Strategic report

Being a responsible business continued
Our people
Trifast employs c.1,200 people
around the world. We recognise the
contribution our people make to the
Group’s success; it is therefore vital
to our ambition that we recruit from
the widest possible talent pool and
that all our colleagues feel that they
are valued members of the Group
Our people bring our strategy and
purpose to life. We aim to deliver our
growth ambitions through consistently
driving the right behaviours and creating
an environment that promotes positivity,
wellbeing and high levels of employee
engagement.
We are committed to developing a working
environment that is fair and inclusive,
enabling all employees to make individual
and valuable contributions to the business.
We are also determined to ensure that
we extend this same openness to all our
customers, suppliers, business partners and
the communities in which we operate.
All our employees are expected to adhere
to the principles outlined in our Equality,
Diversity and Inclusion Policy, to help to
create a positive working environment by
supporting colleagues and treating others
with respect, dignity and courtesy. We
expect our managers to exercise leadership
in this field by discouraging prejudice,
and to lead by example through their own
behaviour.
During FY24 we laid the foundations for our
growth strategy and throughout the year
have placed particular focus on employee
engagement and communications, talent
acquisition and leadership development
and driving value through employee
performance.
Clare Taylor was appointed in November
2024 as Chief People and Transformation
Officer. In addition to overseeing all aspects
of HR, Clare will further strengthen the
people agenda with the implementation of a
HR strategy aligned to the growth strategy
of the Group.
A strong, customer‑focused organisation
iscultivated through effective leadership
During the year we implemented our
OneTR business model based on four
geographical regions: UK & Ireland, Europe,
North America and Asia. Led by a Managing
Director, appointed into each region are
four critical leadership roles: Operations
Director, Finance Director, Commercial
Director and a Human Resources Director.
The model is supported by central enabling
functions. Talent acquisition is a priority for
the Group and as we continue to strengthen
our leadership teams through both external
recruitment and internal promotions.
During FY25 the Future Leaders Programme
was developed for our upcoming talent
across the Group. This global programme is
designed to identify and nurture emerging
leaders from across the business.
In its first year, 15 promising leaders from
ten different countries and across eight
different business functions were selected to
participate in the programme, showcasing
our dedication to fostering leadership talent
across regions and functions.
The official launch took place at our newly
established Hungarian office, which was
specially designed to foster collaboration
and growth. The event provided participants
with the opportunity to build relationships,
engage in peer-to-peer learning and gain
valuable insights through a newly developed
leadership curriculum.
The programme is sponsored by the
Executive Leadership Team and learning is
facilitated though an external provider.
As we look to the future, the Future Leaders
Programme will continue to play a vital role
in strengthening our leadership pipeline
and ensuring that we are well equipped to
navigate the challenges and opportunities
ahead.
Read more on our website:
TRLaunches Future LeadershipTeams
Programme
24 Trifast plc Annual Report 2025
Financial statementsGovernance
Additional information
Strategic report

Being a responsible business continued
Our people continued
High performance is achieved through
setting and measuring both individual
andshared objectives which are aligned
tothe strategic goals of the business
During 2024, we introduced a new
performance review process for senior
managers, marking a significant step in
aligning leadership performance with the
Company’s strategic objectives. This clarity
not only fostered greater alignment but also
enabled leaders to identify areas for growth
and improvement, both for themselves and
their teams.
By establishing measurable goals and
accountability, the process also helps
cultivate continuous development.
Furthermore, the process also identifies
opportunities for development, ensuring
our senior leaders receive the support they
need to develop their skills, enhancing both
individual and organisational performance.
Having successfully launched this process
with our Senior Leadership Team, the
programme will be further rolled out across
the Group.
Talent development and succession planning
are fundamental to the long-term success
of the Group and, as such, a review of
the bench strength including succession
planning of the Executive Team has
taken place and action plans to close out
succession gaps are being put in place,
including a formal talent review of the top
50 leaders across the Group.
Clear communication and positive
engagement enables employees
tocontribute to the Company
We continue to focus on improving
communication across the Group and
introducing new channels to broaden our
reach. This includes monthly calls with
our Senior Leadership Team, these calls
are interactive and keynote speakers from
across the business provide updates and
insights. In addition to these meetings, Iain
Percival, CEO, delivers a monthly video
update, accessible to all employees within
the business, focusing on business strategy,
highlights and performance. Employees
are encouraged to submit questions via a
dedicated link creating an ongoing dialogue
between senior leadership and the wider
workforce.
To ensure our people understand and
play an active part in our strategy, we also
launched an interactive tool that brings the
strategy to life.
This provides context to our purpose and
vision, the market sectors we focus on, our
value proposition, our four key strategic
initiatives and, equally important, the values
we strive to uphold. Employees, via the tool,
can ask questions and put forward ideas at
any time.
Employee engagement is measured by
way of an annual survey across the Group.
During the year, and in response to the FY24
survey, each location developed tailored
action plans focused on fostering deeper
engagement with employees.
The positive impact of these action plans
is evident in the most recent survey, which
achieved a remarkable 89% response rate,
and the results of which have demonstrated
significant improvements in areas such as
increased transparency, enhanced trust
in the Company’s objectives and a clearer
understanding among employees of how
their roles contribute to the success of the
business.
As part of our Corporate Governance Code
responsibilities, we run a programme of
Board engagement sessions. Laura Whyte
is the designated Non-Executive Director
responsible for employee engagement
and she is supported by her non-executive
colleagues, Clive Watson and Louis Eperjesi,
who support with employee engagement
in the US and Asia respectfully. To further
strengthen employee engagement, we are
introducing local employee engagement
forums; dedicated teams tasked with
agreeing and facilitating engagement action
plans and providing a direct platform for
our Board of Directors to engage with
employees at all levels. These forums will
offer a valuable opportunity for open
dialogue, allowing our Board of Directors to
hear firsthand from our people and address
any questions or concerns.
Employees are encouraged and supported
to grow both personally and professionally
The breadth of the Group provides exciting
opportunities for people.
We continue to invest in developing our
people in a variety of ways, including via our
global online learning platform, focusing on
technical or job specific skills, as well as the
broader requirements of leadership. To cater
to the diverse needs of our global workforce,
we carefully select training materials that
are relevant, engaging and accessible to all
employees.
We also make use of the Apprenticeship
Levy to create opportunities for talent
to thrive within our business. In 2024, we
celebrated the successful graduation of
three employees who completed their
qualifications, including Level 3 and 5 HR
qualifications and Level 3 Procurement.
Each of these individuals received constant
support throughout their learning journey,
with line managers or suitable mentors
providing guidance and encouragement.
As a result, these graduates achieved
impressive outcomes securing high passes,
including merits and distinctions.
These accomplishments reflect not only
their hard work and dedication but also
the strength of our mentoring and support
systems.
Building on this success, we enrolled another
four UK employees in various professional
development courses funded by the
Apprenticeship Levy. We are enthusiastic
about the fresh perspectives, new skills and
innovative ideas these employees will bring
as they progress through their courses.
Their learning will not only contribute to
their personal growth but also play an
essential role in strengthening our overall
capabilities, fostering a culture of continuous
improvement.
The investment in our UK people through
the Apprenticeship Levy is an integral part
of our long-term strategy for building a
highly skilled, agile and motivated workforce.
We are excited to continue supporting our
employees in their educational pursuits
and look forward to the positive impact
these newly acquired skills will have on our
business.
25 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Being a responsible business continued
Our people continued
Employee development
By focusing on internal development, we
ensure that our workforce remains equipped
to meet the evolving demands of our
industry, helping us stay competitive and
innovative in an ever-changing market.
We also recognise that effective compliance
training is essential for fostering a strong,
ethical workplace culture. It ensures our
employees are familiar with industry laws
and regulations, reducing the risk of legal
violations and penalties, while promoting
integrity and accountability at all levels of
our organisation.
As part of our onboarding process, new
employees are required to complete
essential compliance training. This training
is then regularly refreshed to align with
industry standards and recommendations,
ensuring that our employees stay up to date
with legal and regulatory requirements.
Our values
In FY24, we launched our values, which
serve as the cornerstone for our continued
success. These values clearly define the
behaviours and principles that drive
our business, guiding how we act, what
we prioritise and how we wish to be
perceived both internally and externally.
Theyrepresent our commitment to fostering
a positive, respectful and high-performance
work environment that aligns with our vision
and strategic priorities.
See our values
on page 2
To ensure these values are understood
across Trifast, they have been prominently
displayed at all our sites, translated into
the local language of each location. This
makes it easier for everyone, regardless of
geography, to connect with and understand
the values.
We have introduced a comprehensive,
interactive training programme designed to
deepen employees’ understanding of the
values and provide practical guidance on
how to embody them in everyday work.
This training is accessible to all sites and is
delivered by nominated individuals at each
location, who act as champions of our values
and culture.
Looking ahead, we are committed to
reinforcing and celebrating our values by
recognising individuals who consistently
demonstrate them through their actions.
As we move forward, we are excited to
continue promoting our values, reinforcing
the importance of their integration into our
business and creating a culture where they
are central to everything we do.
Board
ELT All employees
SLT
43%
43%
17%
14%
31%
33%
16%
14%
30%
24%
2025 57%
2024 57%
2025 67%
2024 72%
2025 66%
2024 67%
2025 70%
2024 76%
Male
Female
Undisclosed
Read more on our website:
TRCelebrating International
Women’sDay
3%
26 Trifast plc Annual Report 2025
Gender diversity as at 31 March 2025
Governance Financial statements
Additional information
Strategic report

Being a responsible business continued
Our people – health and safety
Introduction
As part of Recover, Rebuild, Resilience,
Trifast has redefined its approach towards
health and safety. Commencing in FY25,
supported by a strategic plan, Trifast
initiated overhauling and improving its health
and safety approach, placing the safety of
our people at the heart of everything we
do. To support this new approach, there
has been an increase in delivery of a wide
range of activities supporting the five main
elements of the strategy.
Progress update
At the start of FY25, Trifast made the
decision to significantly increase the focus
on health and safety across the organisation.
A key component of this was the tightening
of the incident reporting criteria with the
intent to raise the profile and importance
of incident reporting and investigation.
All operational locations now participate
in reporting both reactive incidents and
proactive safety observations, which are
tracked and communicated as part of
an EHS leadership monthly meeting with
participation from across the globe. Action
is supported by investigations into a greater
depth with further root cause analysis
to identify the underlying factors of the
incident.
As expected, there has been an increase
in the incident rate. This is not as a result
to any change in the risk profile, but does
reflect the new, clearer expectations for
incident reporting and investigation, and
is an important cultural step for Trifast in
managing and responding to risk.
It also provides increased potential for
analysis and supports targeted action to
reduce risk.
Incidents are broadly categorised in the
following areas:
• Cuts and abrasions – 33 accidents, three
lost time, two recordable (specialist
medical treatment)
• Manual handling – five accidents, six lost
time
• Slips and trips – eight accidents, three
losttime
• Vehicle incidents – two lost time
• Environmental – five minor, zero
significant
In response to the new data provided
by incident reporting, as part of a wide
range of action, Trifast has introduced
mandatory standards for cut protection
PPE in our warehouses, new lower box
weight standards and box marking,
andnewexpectations for layout and
floormarking.
Safety observation process
To support a proactive approach to safety
management, a safety observation reporting
process was introduced to report unsafe
conditions and behaviours and provide
a mechanism for positive recognition. All
locations have introduced a process for
reporting observations, and throughout
FY25 c.1,000 observations were submitted
that help highlight the areas that need to
develop and also recognise the positive
work the team are undertaking. Reporting
is through either the in-house built safety
observation reporting app or through a local
process.
27 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Being a responsible business continued
Our people – health and safety continued
Health and safety strategy progress Leadership and cultural change
Over 40 members of the Senior Leadership
Team participated in a series of safety
leadership workshops focused on learning
what a stronger focus on health and
safety looks like, integrating health and
safety into the values, vision and strategy
of the organisation, and identifying the
behaviours that drive forward the health and
safety culture. Attendees of the workshop
recognised the importance of improving
health standards and changing the profile
and practices for health and safety across
the Company.
Risk reduction activities for key hazards
• Kerosene washing
Investment in a new product washing
machinery to remove the manual washing
process in TR Singapore. This significantly
reduced the quantity of kerosene used on
site from 7,000 litres a month to 2,000
litres a month, and significantly reduces
exposure to hazardous substances
• Working at height
Elimination of picking at height using
access steps at TR Hungary and
LancasterFasteners
• Machinery guarding
New global machinery safety standards
defining requirements for machinery
interlocks and guarding. Equipment
investments to the standards for our sites
in Shanghai and Taiwan
• Barrier and line marking
At our UK (NDC), Shanghai and India sites
• Box weight project
New standards for box weights, labelling
and locating heavy boxes
• Mandatory PPE standards
Introduced at all operational locations
1
.
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e
a
d
e
r
s
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p
2
.
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c
s
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e
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.
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m
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r
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e
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4
.
S
t
a
n
d
a
r
d
s
5. Workplace
conditions & behaviour
implementing best practice for workplace
conditions and establishing behaviours to positively
influence our safety culture
FY25 highlights
• Key safe behaviour introduction
• Visual management code of practice
• Best practice sharing
3. Team engagement
strengthening our employee participation and
engagement through stronger communication,
training and participation
FY25 highlights
• Safety Committees at all locations
• Monthly safety communication
• Global standard for new hire induction
2. Metrics & measurement
to increase learning and action from our lagging
and leading indicators
FY25 highlights
• Monthly performance scorecard
• Safety observation reporting and tracking
• Data analysis and improvement
4. Standards & framework
defining our global expectations through
harnessing best practice from our team
FY25 highlights
• Global EHS framework (part 1 of 2)
• Self-assessment process
1. Leadership
with a focus on building greater ownership and
accountability for safety
FY25 highlights
• Safety leadership workshops
• Incident reporting and investigations
protocoland training
• Monthly EHS leadership meetings
28 Trifast plc Annual Report 2025
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Being a responsible business continued
Our people – health and safety continued
EHS framework
The FY25 health and safety strategy identifies five key focus areas for improvement though
a ‘safety transformation roadmap’ which includes activities and action to support cultural
development and improvements in standards.
A principal component under OneTR is specific intent to implement consistent standards
across the Group. To support this, the first part of the global Environmental, Health and
Safety (EHS) framework has been introduced to outline the health and safety requirements
applicable to all sites and locations. This covers a set of core hazards and risks applicable
to all locations, as well as an initial seven hazard or topic-specific elements that have a
relevance dependent on the presence of the hazard or activity.
As part of our EHS framework, mental health has been included as one of the first eight
standards. A key component of the initial action is focused on ensuring our Employee
Assistance Programme is communicated across all locations and the contact details are
easily accessible to our warehouse and factory colleagues.
All office and operational sites have completed a compliance self-assessment to the
framework, with improvement plans created for action in FY26. During FY26, the second
and final part of the EHS framework will be introduced to provide clearly defined standards
across all the main hazard areas for Trifast, covering both operational and office-based
activities.
ISO 45001
Two sites now hold ISO 45001 certification, with our Italy site achieving accreditation in Q3
of FY25.
Case study: TR Singapore invests
incleaner technology
As part of our ongoing efforts to improve workplace safety
and reduce environmental impact, our Singapore facility
completed a major upgrade to its fastener cleaning process.
Following thorough research, trials and the development of a
strong business case, the team invested in a vacuum solvent
cleaning machine from an Italian specialist company. The new
system was successfully installed in February 2025.
Why it matters
Previously, the site used kerosene in its cleaning process; a
substance with known health and environmental risks. The new
system:
• Eliminates kerosene as the washing solution
• Recycles and filters cleaning solvents for reuse
• Improves operator safety and air quality within the factory
This investment supports our global commitment to safer,
more sustainable operations and sets a benchmark for other
sites exploring alternatives to legacy chemical processes.
29 Trifast plc Annual Report 2025
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Being a responsible business continued
Our planet
ISO 14001
Waste and water management is covered
by our ISO 14001 certification, with
a commitment to achieve TR global
certification coverage by the end of FY26.
Over the past 12 months, significant progress
has been made in certification audits, with
our teams in Belfast, Holland, Houston and
central services. A thorough review of our
Environmental Management System (EMS)
has led to the development of a structured
management system that set clear standards
and expectations for our sites.
Waste
To reduce waste generation, we continue to
supply fastenings to many of our customers
in reusable plastic totes.
The majority of our purchased products
are delivered to us in plastic and cardboard
packaging. Utilising our established effective
relationships with our suppliers, we aim to
work together to reduce inbound packaging,
as well as increasing the quantity of recycled
material in our packaging.
Waste is managed locally at each of our
global operations, with defined waste
streams and a focus on increased recycling.
Water usage
We monitor our water use, sources and
discharge routes, collating and evaluating
the data to allow us to set a meaningful
water strategy. Water consumption across
the Group has shown an overall reduction of
20.14% when compared to the previous year.
In consolidating our footprint, we expect
our water consumption to further reduce,
due to locations being modernised and
consolidated.
We recognise this may take some
time to normalise due to the business
transformation efficiencies being achieved.
Environmental controversies
During FY25 we have had zero
environmental controversies or incidents
and have also had no direct or accidental oil
spillages.
Pollution prevention
There are some minor emissions to water
related to the manufacturing processes
at our sites, and we do store and use
materials that could have an impact on the
environment if they were to be accidentally
released. We have good controls in place
to ensure we comply with all obligations
in relation to water quality and pollution
prevention. These include appropriate
training, risk assessment and management
processes, monitoring and emergency
response procedures.
We manage environmental progress through
our ISO 14001 certified environmental
management system. As part of our
continuous improvement journey, we will
analyse and refine our environmental data
capture to ensure environmental risks are
understood and improvement activities
continue to be identified.
Energy
Manufacturing is our most sizeable area of
energy use, representing around 84% of
our global consumption. Our total energy
use in FY25 was 17,048,854 kWh, this was
a reduction from 18,769,707 kWh in FY24.
Electricity makes up just over half of this,
with the remainder being natural gas,
gas, oil, LPG used for space heating and
transport fuel.
ESOS
The Company is required to comply with
the Energy Savings Opportunities Scheme
(ESOS); assessments were completed
during FY23 by third parties at selected
business premises in the UK. We worked
through the report recommendations to
best align them with our sustainability
roadmap, including completion of the newly
required assessment. Confirmation of our
intended actions have been returned to the
Environment Agency.
Surface water abstraction 6.67%
 Discharge into municipal sewer
– trade effluent 3.87%
Mains supply 89.42%
Ground water abstraction 3.91%
 Discharge into municipal sewer
– domestic 91.78%
 Discharge into surface waters 4.35%
Total water consumption
Total water discharge
FY25
FY25
FY24
FY24
FY23
FY23
17,724.13m
3
16,861.09m
3
22,195.28m
3
22,345.91m
3
25,257.72m
3
23,774.26m
3
30 Trifast plc Annual Report 2025
Governance Financial statements
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Being a responsible business continued
Our planet continued
Monitoring our GHG emissions
We have provided below our GHG emissions as required under the Companies Act 2006
(Strategic Report & Directors’ Report) Regulations 2013 and have reported the requirements
of the Streamlined Energy & Carbon Reporting (SECR) framework.
During FY25 we have ceased the use of the Carbon Trust ‘Footprint Manager’ software
and have brought this process in-house, allowing us to accurately gather and report on our
scope 1 and 2 GHG emissions, scope 3 business travel and also monitor our water usage.
Wecontinue to monitor scope 3 purchased goods and services, employee commuting and
our joint venture investment emissions in-house.
Intensity factors
We measure the energy/emissions intensity of our operations using three key intensity
metrics against our scope 1 and 2 emissions:
FTE
(kgs CO
2
e/FTE)
Revenue
(kgs CO
2
e/£1k)
Floor space
(kgs CO
2
e/m
2
)
FY25 4,658.28 24.40 69.56
FY24
1
4,648.50 23.85 67.12
FY23
1
5,253.64 31.69 96.63
1. FY23 and FY24 data has been restated into kg
Note: Our emissions data includes all material emissions of the six Kyoto gases from direct sources and from
purchased electricity, heat and steam and cooling where applicable. No direct source material emissions have
been omitted.
Figures are reported in tonnes of CO
2
e (carbon dioxide equivalent). Reports are calculated in the following ways:
• Kilograms of CO
2
e per hours worked as FTE (full-time equivalent)
• Kilograms of CO
2
e per £1k of revenue
• Kilograms of CO
2
e per m
2
(square metres of floor space occupied by the Company)
Our main source of emission factors is BEIS (2023), with other data selected to fill gaps or because it is deemed
to be more accurate. IEA (2023) data is used for calculating emissions of non-UK, location-based electricity,
while BEIS (2023) is used for calculating emissions of UK, location-based electricity.
Carbon emissions
Manufacturing Distribution Total
140,515 tonnes CO
2
e
Trifast plc tonnes CO
2
e
(FY24: 128,195 tonnes CO
2
e)
(FY23: 158,846 tonnes CO
2
e)
17,048,854 kWh
Trifast plc kWh
(FY24: 18,769,707 kWh)
(FY23: 19,643,056 kWh)
Asia manufacturing
2,604 tonnes CO
2
e
(FY24: 2,689 tonnes CO
2
e)
(FY23: 2,731 tonnes CO
2
e)
UK & Ireland distribution
35,935 tonnes CO
2
e
(FY24: 36,491 tonnes CO
2
e)
(FY23: 23,587 tonnes CO
2
e)
6,396,730 kWh
(FY24: 5,612,079 kWh)
(FY23: 5,821,944 kWh)
1,215,755 kWh
(FY24: 3,031,851 kWh)
(FY23: 3,843,574 kWh)
Europe manufacturing
1,815 tonnes CO
2
e
(FY24: 1,774 tonnes CO
2
e)
(FY23: 1,677 tonnes CO
2
e)
Asia distribution
10,810 tonnes CO
2
e
(FY24: 6,223 tonnes CO
2
e)
(FY23: 9,634 tonnes CO
2
e)
7,910,870 kWh
(FY24: 7,914,164 kWh)
(FY23: 7,772,455 kWh)
462,233 kWh
(FY24: 225,792 kWh)
(FY23: 196,713 kWh)
UK & Ireland manufacturing
0 tonnes CO
2
e
(FY24: 18 tonnes CO
2
e)
(FY23: 51 tonnes CO
2
e)
Europe distribution
61,999 tonnes CO
2
e
(FY24: 57,633 tonnes CO
2
e)
(FY23: 88,841 tonnes CO
2
e)
0 kWh
(FY24: 86,845 kWh)
(FY23: 266,642 kWh)
707,318 kWh
(FY24: 1,461,783 kWh)
(FY23: 1,354,266 kWh)
USA distribution
27,352 tonnes CO
2
e
(FY24: 23,367 tonnes CO
2
e)
(FY23: 32,325 tonnes CO
2
e)
355,948 kWh
(FY24: 437,193 kWh)
(FY23: 387,462 kWh)
31 Trifast plc Annual Report 2025
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Being a responsible business continued
Our planet continued
FY25 FY24 FY23
Total scope 1 emissions 1,447.35
1,578.39 1,723.20
Purchased fuels
955.68
1,053.96 1,127.39
Company vehicle use
485.99
524.43 595.81
Fugitive emissions
5.68
0.00 0.00
Total scope 2 emissions 4,012.16
3,985.86 3,963.08
Purchased electricity
4,012.16
3,985.86 3,963.08
Total scope 3 emissions 135,055.05
122,630.60 153,159.66
Purchased goods and services
134,050.43
121,513.04 152,835.05
Fuel and energy-related activities
(transport and distribution loss electricity) 155.38 — —
Business travel
344.36
446.75 324.61
– Air
326.46
269.02 314.90
– Road
17.81
177.41 9.23
– Rail
0.09
0.32 0.48
Employee commuting
449.19
662.00 —
Investment – joint venture (40%)
55.69
8.81 —
Total emissions 140,514.56
128,194.85 158,845.94
Our total carbon emissions have increased from 128,195 tonnes CO
2
e in FY24, to 140,515
tonnes CO
2
e in FY25.
Carbon emissions continued
32 Trifast plc Annual Report 2025
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Being a responsible business continued
Our planet continued
Net zero ambition
We set our first reduction target during
FY23, which took into account the Science
Based Targets initiative. This aimed to
reduce our scope 1 and 2 GHG emissions
by 67.2% by 2035 (with a rolling target of
4.2% reduction p.a.) using a baseline of 2019
with a footprint of 8,160 tonnes CO
2
e, with
our end target for FY35 being 2,676 tonnes
CO
2
e.
Our target for FY25 was 6,104 tonnes CO
2
e,
which we more than achieved with our result
of 5,460 tonnes of CO
2
e for the year.
The reporting boundary of this metric
includes the scope 1 and 2 emissions of
all active companies within the Trifast plc
Group.
Once we have more comparable figures
from the increased scope 3 emissions
reporting, it will enable us to begin to
develop scope 3 reduction targets.
Our definition of net zero is where GHGs
from human activity are in balance with
emission reductions.
Although those emissions are still generated,
an equal amount is removed from the
atmosphere.
Meeting these targets will be achieved by
energy and carbon reduction within our own
operations, indirect emissions from travel
and logistics and our supply chain.
Although we are achieving our overall FY25
net zero target, progress has slowed as
programmes have been put in place which
will take time for the results to filter through.
Although we are achieving our overall FY25
net zero target, progress has slowed as
programmes have been put in place which
will take time for the results to filter through.
As per our strategy commitment during
FY26 we will develop a time-bound GHG
emission reduction transition plan to support
our achievement of this target.
Whilst initiatives such as switching to
renewable energy and installing solar panels
on our buildings continue, the plan also
allows us opportunities to explore alternative
low-carbon emission solutions to enable
significant emission reductions for long-term
sustainability.
Dedicated budgets are agreed at site level
tosupport agreed actions for reducing
GHGemissions.
FY19 – baseline FY20 FY21 FY22 FY23 FY24 FY25
Target Actual Target Actual Target Actual Target Actual Target Actual Target Actual
Target Actual
Scope 1 1,732 1,732 1,659 1,891 1,587 1,761 1,514 1,964 1,441 1,723 1,368 1,578
1,296 1,448
% (reduction) from
FY19baseline 9.18% 1.67% 13.39% (0.52)% (8.89)% (16.40)%
Scope 2 6,428 6,428 6,158 5,774 5,888 4,499 5,618 3,943 5,348 3,963 5,078 3,986
4,808 4,012
% (reduction) from
FY19baseline (10.17)% (30.01)% (3.66)% (38.35)% (37.99)% (37.58)%
Overall
Scope1and2 8,160 8,160 7,817 7,665 7,475 6,260 7,132 5,907 6,789 5,686 6,446 5,564 6,104 5,459
% (reduction) from
FY19baseline (6.07)% (23.28)% (27.61)% (30.32)% (31.81)% (33.09)%
Future targets FY26 FY27 FY28 FY29 FY30 FY31 FY32 FY33 FY34 FY35
Scope 1 1,223 1,150 1,077 1,005 932 859 786 714 641 568
Scope 2 4,538 4,268 3,998 3,728 3,458 3,188 2,918 2,648 2,378 2,108
Scope 1 and 2
5,761 5,418 5,075 4,733 4,390 4,047 3,704 3,362 3,019 2,676
% (reduction) from
FY19baseline (29.40)% (33.60)% (37.8 0)% (42.0 0)% (46 .20)% (50.40)% (54.60)% (58.80)% (63.00)% (67.20)%
33 Trifast plc Annual Report 2025
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Being a responsible business continued
Our planet continued
Supply chains
At Trifast, maintaining transparency and
a deep understanding of our supply
chain operations is critical. Ethical and
responsible practices remain central to
our approach, and we are committed to
driving cultural change across our industry
by embedding these principles into every
aspect of our supply chain management.
We recognise that evolving legislation and
global operating conditions continue to
place pressure on supply chains, affecting
allstakeholders across the value chain.
We are actively focused on nearshoring
initiatives to improve the resilience and
environmental performance of our global
supply chain, including within our own
manufacturing operations.
We acknowledge the significant
environmental and social impacts inherent
in our supply chain, particularly in the
production of metal components, which
often depend on high-impact processes
such as mining and smelting. Additionally,
our suppliers and logistics partners are
increasingly exposed to climate-related and
geopolitical risks, which could affect the
availability and cost of both materials and
labour.
See our principal risks data:
Trade in a volatile macroenvironment
onpage 43
Supply chain resilience on page 45
Viability statement on pages 48 and 49
To promote responsible sourcing and
supplier accountability, all suppliers on our
Approved Vendor List (AVL) are required
to sign and comply with our Quality &
Sustainability Agreement and our Slavery &
Human Trafficking Statement. These form
key components of our supplier onboarding
and assessment processes.
To date, 282 suppliers (representing 62.0%
of total spend) have signed the Quality &
Sustainability Agreement and the Slavery
& Human Trafficking Statement has been
signed by 625 suppliers (representing 82.8%
of total spend).
We are in the process of developing a
comprehensive sustainable supply chain
strategy, which we aim to finalise in FY26.
This strategy will support supply chain
mapping and allow us to monitor and
measure our progress on nearshoring,
while identifying opportunities for further
improvement.
We set clear expectations for our suppliers
regarding the management of quality,
environmental impact, social responsibility
and corporate governance. Our supplier
quality team conducts both desktop reviews
and on-site audits for new and existing
suppliers.
These assessments evaluate quality
standards, sustainability practices, ethical
conduct and alignment with our core values.
This process underpins our continuous
supplier development efforts.
To maintain compliance and performance
standards, AVL suppliers are re-audited
every two years through formal reviews and
site visits.
Paving the way for fair climate trade
Trifast is preparing for the introduction
of the EU Carbon Border Adjustment
Mechanism (CBAM), the world’s first carbon
border tax (EU Regulation 2023/956,
effective 10 May 2023). CBAM aims to
reduce global carbon emissions and ensure
a level playing field by imposing carbon
levies on imported carbon-intensive goods,
equivalent to the CO
2
costs borne by EU
manufacturers.
In the past 12 months the EU has made the
decision to postpone payment of the CBAM
tariffs until February 2027, however imports
will still be liable to CBAM tariffs from
January 2026.
As a business we are reporting data but
have faced challenges with online local
government portals not functioning in
the manner they were expected to. So we
continue to work through these scenarios
byengaging with local customs.
Design for environment
Trifast engineers incorporate design for
environment principles into products,
offering exciting opportunities for
innovation. We invest in product
development and work with our customers
to improve the sustainability of applications
to which we contribute with our fastening
solutions.
We commenced on our ongoing R&D
journey to exceed the proposed ELV
(end-of-life vehicles) Directive requiring all
plastic components in motor vehicles to
contain a minimum of 25% recycled content
by 2030. Since then, we have broadened
our focus to other market sectors, including
medical and smart infrastructure.
Specifying lower-impact materials, such
as bioplastics and recycled materials, can
significantly reduce environmental impact
of a product or application. Doing this, life
cycle duration and product performance are
to be considered.
Another approach to reducing the
environmental footprint is by physically
reducing overall weight. Design
simplification of customer’s assemblies
through VAVE (Value Add/Value
Engineering) exercises does not only
improve sustainability, but it also aims
to lower the customer’s total cost of
ownership(TCO).
34 Trifast plc Annual Report 2025
Read more on our website:
TRadvances sustainable
engineeringwith new range
of nylonfasteners made from
100%recycled materials
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Design for environment continued
During VAVE, TR does not only consider
the joining part itself, but also its logistics,
installation process and recyclability.
Early engagement of Trifast engineers in
the design process allows fully integrated
fastener solutions with the lowest
environmental impact. Our engineering
team works closely with both customers and
our supply chain to find the best balance
based on performance, commercial and
environmental cost factors.
Repairability and reusability of assembled
products has increased the need for
innovative removable, non-permanent fixing
solution, being delivered both through
application engineering and product
research and development.
Understanding the environmental impact
of our traded and own-manufactured parts
plays a vital role in applying our ambition of
delivering new products and solutions with
enhanced sustainability performance.
Materials and circular economy
Controlled materials
Trifast is subject to a range of legislation
related to controlled or hazardous materials.
Due to the nature of the materials we use
in some of our products, and how they are
used by our customers, we ensure that we
manage our obligations effectively and can
provide our customers with the necessary
documentation.
Design for recyclability
In general, fasteners account for less
than 2% of weight of a finished assembly.
Recycling value streams are formulated
around materials with the highest content,
are the most valuable, or are easiest to
separate and recover.
Fasteners play a major role in the efficiency
of recovery of materials when recycling, by
either enabling separation or integration. For
example:
• Using removable fasteners, large or
complex assemblies can be disassembled
with minimum damage to the
sub-components, enabling repurposing
or separation of materials
• Products manufactured of homogeneous
plastics can be ground to provide
raw material for the remanufacture of
plastic components. Steel fasteners can
magnetically be separated from this
ground material, allowing both plastic and
steel to be recycled
• Using fasteners of similar materials as the
main structure integrates these as part
of the recycling value stream; increased
homogeneity of recovered material with
an increased efficiency of the recycling
process
Design for manufacture
The purpose of constant interaction
between TR’s application and manufacturing
engineers is to deliver a suitable solution
with an optimal manufacturing method.
Early fastener-engineering involvement
with the customer increases the range of
solutions. Cold forming a fastener instead
of machining a similar part, reduces the
amount of waste of material from 60% to
less than 5%. It often improves material
performance and in certain cases it can
improve material composition.
The cumulation of sustainability gains
within the supply is a manifestation of the
collaboration within TR and our relationships
with both manufacturers and customers,
translated in our purpose and vision.
Case study: Decarbonising our steel
supply chain – TR Italy leads the way
To reduce emissions and prepare for EU CBAM costs, our site
in Italy switched from importing Blast Oxygen Furnace (BOF)
steel from Asia to sourcing locally from Electric Arc Furnace
(EAF) mills.
By the end of FY25, the team had successfully achieved 70%
EAF sourcing, reducing emissions significantly and with a
neutral or better cost impact.
Why it matters
• BOF steel: 2,000 kg CO
2
/tonne
• EAF steel: 400 kg CO
2
/tonne
• Net saving: 1,600 kg CO
2
per tonne
FY25 highlights
• 70% of steel now sourced from local EAF mills (vs. 65%
target)
• 2,800 tonnes switched = 4,500 tonnes CO
2
saved
• Cost neutral or better, including logistics
• Additional CO
2
reduction from cutting sea freight
Being a responsible business continued
Our planet continued
35
Trifast plc Annual Report 2025
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Being a responsible business continued
Ethical business practices
We are committed to conduct our business
in a fair and ethical manner and comply
with all relevant laws and regulations.
Werecognise our operations’ activities
may impact on the regions we operate in
and we are committed to ensuring we act
responsibly within those communities.
As a global business we bring together
people from a variety of backgrounds,
origins, experiences and cultures. It is our
responsibility to respect and value others
and maintain high ethical standards.
Our reputation is critical to our success,
and we therefore ask all employees to
read, understand and adhere to the Code
of Business Conduct. We also ask that a
responsible business approach is fulfilled
throughout our supply chain. We expect
customers, suppliers, distributors and
contractors around the world to observe all
relevant laws and regulations as well as the
conditions of our Code of Business Conduct.
Code of Business Conduct
Our comprehensive Code of Business
Conduct sets out our purpose, vision and
core values, alongside the policies and
guidance that ensure ethical business
practices.
• Anti-Bribery Policy
• Business Ethics and Responsible
Behaviour Policy
• Charitable and Political Donations Policy
• Environmental Policy
• Equality, Diversity and Inclusion Policy
• Fair Competition and Anti-Trust Policy
• Freedom of Association Policy
• Health and Safety at Work Policy
• Trade Compliance and Sanctions Policy
• Whistleblowing Policy
• Working Conditions and Human Rights
Policy
Also included in our Code of Business
Conduct:
• Slavery & Human Trafficking Statement
Conflicts of interest
The Board has robust processes in place to
avoid and manage conflicts of interest which
might distort decision making.
At all Board and Committee meetings,
Directors are asked to declare if they have
conflicts of interest with any of the agenda
points. If the Chair determines a conflict is
material, that Director would be excluded
from discussions or decisions for that
subject. The Chair would ensure there is a
quorum for the meeting to continue.
Conflict minerals
We continue to gather information from our
current suppliers concerning the origin of
the metals that are used in the manufacture
of products. Based on information provided
by our suppliers to this point, we do not
supply products containing metals derived
from a specified conflict region.
Human and labour rights
Trifast is committed to the highest standards
in human and labour rights, employee
conduct and compliance with all applicable
legislation, as set out in our Code of Business
Conduct, our HR policies and our Business
Ethics and Responsible Behaviour Policy. It
also sets out our commitment to ensuring
employees have the freedom to associate
without fear of discrimination against the
exercise of such freedoms.
Bribery and corruption
The Company will not tolerate any form
of bribery or corruption by, or of, its
employees, agents or consultants or any
person or body acting on its behalf. In
addition, we will uphold all laws relevant
to countering bribery and corruption in all
jurisdictions in which we operate.
Whistleblowing
In today’s workplace, employees should
feel safe and supported, especially when
it comes to raising concerns or reporting
wrongdoing. We understand the importance
of creating a trusted environment where
every team member can confidently voice
their concerns without fear of retaliation.
During FY25 we relaunched our
whistleblowing awareness and support to
all employees. The relaunch ensured that
all employees are aware of the leading
independent organisation committed
to providing a secure and confidential
reporting platform for employees to
voice any concerns they may have about
their workplace, which is available in any
language.
During the year being reported, and up to
the date of this publication, six reports have
been submitted to the hotline relating to
working environment, conflict of interest,
safety and reputational risk, for which all
matters were investigated and concluded.
Remedial actions were taken in each case
where required to address concerns and
reports. The most recent report, received in
June 2025, relates to a bullying allegation
and is currently being investigated.
Our principles
See our principal risks:
Non‑compliance with legal or regulatory
requirements on page 44
36 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Being a responsible business continued
Our principles continued
The Company maintains a strong
commitment to governance, with
the Board fully aware of the ongoing
importance our stakeholders place
on robust and transparent practices
Modern slavery
Our 2024 Slavery and Human Trafficking
Statement outlines our zero-tolerance
approach to all forms of unacceptable
behaviour. With the risk of modern slavery
becoming increasingly prevalent around
the world, Trifast remains committed to
eradicating all forms of slavery or human
trafficking and expect the same standards
from our suppliers, customers, distributors,
contractors and other suppliers of goods
and services around the world.
We monitor suppliers by performing
regular assessments to assure ourselves of
each supplier’s commitment in this area.
Givenoursupply chain includes a wide
range of manufacturing activities across
a number of emerging economies, the
business ethics of suppliers are assessed
as part of the procurement process and
through site audits.
Trifast’s full statement on slavery and
human trafficking can be found on the
Company’s website at www.trifast.com
Compliance training
During FY25 business compliance training
for modern slavery, anti-bribery and
whistleblowing became mandatory for all
computer user employees to complete.
We continue to assess future training needs
based on job roles.
Cybersecurity
Strengthening resilience in a complex
andevolving threat landscape
Cybersecurity is a foundational pillar of our
resilience, digital assurance and operational
continuity. Over the past year, we have
accelerated our efforts to address a rapidly
evolving cyber threat landscape, driven by
increasingly sophisticated tactics, including
the emergence of AI-powered attack
methods and more persistent, targeted
threats.
This environment challenges all
organisations to respond in real time
and reinforces the importance of
continuous vigilance, rapid detection
and response readiness. We are
actively investing in the upskilling of our
workforce through role-specific training,
simulated threat exercises and enhanced
awareness campaigns to build a strong,
security-conscious culture across the
organisation.
Recognising the increasing complexity
of our global operations and legacy
infrastructure, we have launched a series
of strategic initiatives aimed at enhancing
standardisation, visibility and control
across our global technology estate.
Theseprogrammes are delivering near-term
risk reduction and supporting our long-term
ambition to operate within a more secure
and well-governed digital framework.
Key initiatives include the adoption of zero
trust security principles, reinforcement
of cloud and endpoint defences and the
implementation of centralised threat
detection and response capabilities.
Cybersecurity governance has been
embedded into our enterprise risk
management framework, with regular
oversight and reporting at Executive and
Board levels.
As we continue to mature our capabilities,
we remain committed to ensuring our
platforms, people and processes evolve in
step with the changing threat landscape,
enabling secure growth and sustainable
innovation with a strong foundation of
digitalassurance.
Internal control incidents
The Group has been subject to two isolated
external facilitation fraud incidents involving
a sophisticated WhatsApp impersonation
scam. Both incidents targeted employees in
the Group’s international operations. In both
cases, fraudsters mimicked senior executives
using cloned deep fake WhatsApp profiles
and spoofed phone numbers to deceive
employees into initiating unauthorised
payments.
The first incident occurred in FY25 and
resulted in a provision of £0.4m being
recognised within separately disclosed
items. While the funds are expected to be
recovered, they did not meet the recognition
criteria as at 31 March 2025 and, as a result, a
provision was recognised. A second incident
occurred after the year end, resulting in a
further fraudulent payment of £0.2m.
Recovery of this latter amount is considered
unlikely due to the nature of the transaction,
and, as such, it has been disclosed as a
non-adjusting post-balance sheet event.
TheGroup’s insurers have been notified
ofboth incidents and work is ongoing
withbrokers and insurers regarding the
ability toclaim under applicable policies.
See our principal risks
Cybersecurity and data protection
onpage45
In response to these incidents, the Group
conducted a thorough review of internal
controls and agreed with its auditors to
perform additional procedures, including
targeted transaction reviews, covering
the full financial year and subsequent
two-month period.
These procedures did not identify any
further instances which could give rise to
amaterial fraud or control override.
The Group has since implemented a number
of enhancements to its internal control
and governance framework. Theseinclude
reaffirming that WhatsApp and other
informal platforms are not permitted for
business communication, introducing
mandatory second-channel verification for
sensitive requests, conducting targeted
fraud awareness training across the business
and strengthening its fraud response
protocols. These measures form part of
the Group’s continued commitment to
maintaining robust financial controls and
cybersecurity resilience.
Privacy and data protection
We process sensitive and personal
information and have robust processes in
place to ensure it is kept securely. We have
data protection and information security
policies in place and ensure the Group’s
compliance with all relevant local laws.
We can confirm that for the financial year
reported, there have been no complaints or
prosecutions relating to data loss or theft.
It should be noted that this year, there
have been no controversies (other than
theinternal controls incidents stated above)
with regard to anti-competition, business
ethics, bribery and corruption, tax fraud,
responsible marketing, privacy or wages and
working conditions during the financial year.
37 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Climate‑related financial disclosures
Trifast recognises climate change as a major risk to people, ecosystems and global economies, and is committed to operating responsibly
In accordance with the requirements of Listing Rule 6.6.6(8), this section of the report includes climate-related financial disclosures, consistent with the TCFD recommendations and
disclosures, including the level of compliance.
In making our disclosures, we have stated that we are compliant in all areas.
Climate‑related risks and opportunities
Time horizon Type Impact Metrics and targets
Short (0 -3 years) Medium (3-15 years) Long (15-25+ years) Risk Opportunity Transition Physical Site Region Group Revenue Profit Overheads Manufacturing Distribution Geographic area Metric Target
Extreme weather
Extreme weather events resulting
in loss of an operating site
All
None n/a
Energy security andcosts
Energy restrictions or blackouts resulting
in reduced site productivity and/or higher
energyprices
Opportunity from sites suited to solar panel
benefits
All
Scope 1:
purchase fuels
Scope 2:
purchased
electricity
Scope 1 and 2
reduction target
from 2019
baseline
Carbon Border Adjustment Mechanism (CBAM)
A significant supply chain reporting obligation,
an additional tax on importedgoods and the
need to purchase carbon credits
EU,
UK
Scope 3:
purchased
goods and
services
None
Cost of climate change compliance
Increasing corporate reporting requirements,
and associated data collection and analysis,
and the risk of fines and penalties
All
None n/a
Water dependency
Water restrictions through rationing or drought
resulting in reduced site productivity and/or
higher water costs
AS,
EU
Total wate r
consumption
and total water
discharge
n/a
38 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Climate‑related financial disclosures continued
Governance
Disclose the Company’s governance around
climate‑related risks and opportunities
a) Describe the Board’s oversight of
climate‑related risks and opportunities
Compliance level – Full
The Board retains overall responsibility for
climate-related risks and opportunities and
is supported by the Responsible Business
Committee (RBC) and the Audit & Risk
Committee (ARC), both of which meet
three times per year and receive reports of
climate-related risks and opportunities from
management.
Climate-related risks and opportunities have
been considered by the Board when reviewing
and guiding strategy and major plans of action,
particularly investment in manufacturing
facilities and equipment to recycle solvents
used in degreasing processes, the creation of
a micro-factory in Asia and commitments to
solar energy contracts in Europe.
Climate-related issues have been considered
by the Board when reviewing and guiding
risk management policies, including the
time horizon during which those issues are
expected to be material, the availability of
data relating to those issues and the need for
supply chain engagement in obtaining data
required for compliance with the EU and UK
Carbon Border Adjustment Mechanisms.
The Board have also considered
climate-related issues in relation to
budgetsand capital expenditures, particularly
in relation to the investment in land to extend
the use of solar panels atourmanufacturing
plant in Italy.
The Board, through the Remuneration
Committee, set and monitor performance
objectives which consider climate-related
issues and, in particular, the completion of
projects which demonstrate a commitment
tonet zero.
The Board, through the RBC, monitor
existing performance targets relating
to scope 1 and 2 emissions and intensity
factors, and consider the need to extend
target setting to include both scope 3 and
water usage metrics.
b) Describe management’s role in assessing
and managing climate‑related risks and
opportunities
Compliance level – Full
The Responsible Business Steering
Committee (RBSC) is responsible for the
design, implementation and execution of the
responsible business strategies and policies
of the Group.
The RBSC is chaired by the CEO and
includes the following roles:
• Chief People & Transformation Officer
• Company Secretary
• Environmental, Health & Safety Director
• Global Sustainability Manager
• Global Procurement Director
• Director of Innovation & Engineering
• Head of Governance
• Head of Risk & Internal Audit
• Head of Tax
The RBSC is responsible for ensuring that
climate-related issues are assessed and
managed by the appropriate business
teams and for reporting the results to the
RBC. The EHS Director is the owner of the
environmental sustainability and climate
change principal risk.
See our Board and Committee framework
on page 54
Our global teams are supported by the
central enabling functions, who identify and
manage climate-related risks and provide
updates to the RBSC.
This is clearly evidenced in relation totransition
risks such as CBAM and green energy
contracts. Our functional and regional teams
also participate in risk reviews, which includes
identifying physical or transition-based climate
risks and opportunities.
Strategy
Disclose the actual and potential impacts
of climate‑related risks and opportunities
on the Company’s businesses, strategy and
financial planning where such information
is material
a) Describe the climate‑related risks and
opportunities the Company has identified
over the short, medium and long term
Compliance level – Full
In FY25 we continued to maintain the same
risk time horizons (short 0-3 years, medium
3-15 years, long 15-25+ years) in order to
ensure that risks which may become material
in the next five to ten years are adequately
differentiated from longer-term risks.
Aswe embark on the ‘Rebuild’ phase of our
strategy, we will continue to review the time
horizons to ensure they remain appropriate
to both the business need and to climate
change time horizons.
Our material climate-related risks and
opportunities are described in the table
onpage 38.
Our risk analysis includes the material
financial impact that could affect our
business, and we have categorised
our risks and opportunities impact on
revenue, profit and capex. We also
consider the impact materiality at site,
region or Group level, andby region and
manufacturing/ distributionactivities.
In FY26 we will undertake a further review
of the definitions of materiality, specifically
relating to climate-related risks and
opportunities.
b) Describe the impact of climate‑related
risks and opportunities on the Company’s
businesses, strategy and financial planning
Compliance level – Full
Our products and services may be subject
to increasing carbon transition taxes in
the future and, whilst the opportunities
for using green steel are now widely
understood across the fastener industry,
potential alternative solutions to current
plastic materials are not so clear. We are
participating in engineering projects to
develop materials that could provide a
renewable plastic solution, including support
for manufacturing trials and product testing.
EHS and operations teams are
investigatingsolutions for reducing
packaging, by increasing the recycled
content of packaging, and the elimination
ofsingle-use plastics.
During FY25 we have implemented green
energy contracts in the UK and identified
potential to reduce our energy costs and
emissions through the lease of solar panels
at some of our larger global locations.
Our strategy focuses on three key market
sectors (automotive, smart infrastructure
and medical), which we assess to be more
resilient to climate change impacts going
forward.
We have reviewed our risk scenarios to
understand the potential outcomes of
climate-related risks and the mechanisms
through which they would impact the
business, and this information has been
used as an input to our financial modelling,
particularly in relation to extreme weather
events which may result in loss of access to
asite for an extended period.
Our financial modelling covers a much
shorter time horizon than our risk time
horizon, which we believe is appropriate due
to the level of uncertainty in the climate data.
39 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Climate‑related financial disclosures continued
Strategy continued
c) Describe the resilience of the Company’s
strategy, taking into consideration different
climate‑related scenarios, including a 2°C
orlower scenario
Compliance level – Full
We have previously used the NGFS climate
scenarios database to understand where
climate change would be expected to have
a material impact on the operational sites,
particularly considering the anticipated
carbon pricing in three specific scenarios:
net zero 2050, divergent net zero and
nationally determined contributions.
This year we have also considered the
swing between wetting and drying and the
impacts of those changes on local water
infrastructure for our operational sites.
In FY26 we will use the updated NGFS data
to increase our understanding of specific
risks and vulnerabilities at our operational
sites, which in turn will be used to improve
our financial modelling.
Risk Management
Disclose how the Company identifies,
assesses and manages climate‑related risks
a) Describe the Company’s processes
foridentifying and assessing
climate‑relatedrisks
Compliance level – Full
Our location teams are responsible for
identifying, assessing and managing specific
climate-related risks and opportunities
based on their potential impact to revenue,
profit or compliance.
These risks are considered at site, regional
and Group level as appropriate and any
opex/capex is reviewed based on the
delegation of authority.
In addition to the work of our location teams,
the central enabling functions provide
support and guidance for local teams and
take ownership of functional or Group
climate-related risks. Stakeholder requests
for information and reporting portals
provide additional information on changing
and emerging risks.
Quarterly risk reviews for environmental
sustainability are chaired by the Head of
Risk, and the results form part of the wider
reports to ARC on the effectiveness of risk
management.
b) Describe the organisation’s processes
formanaging climate‑related risks
Compliance level – Full
Our decisions on risk management and
risk mitigation activities are aligned to the
potential material impact on the site, region
or Group, and the impact of the risk or
opportunity on our strategic objectives.
Where we cannot avoid or control the risk,
we identify opportunities to mitigate risk
through insurance.
c) Describe how processes for identifying,
assessing and managing climate‑related
risks are integrated into the Company’s
overall risk management
Compliance level – Full
We continue to manage climate risks within
our enterprise risk management (ERM)
framework, which provides consistency
across all business areas.
Further information about our ERM
framework and governance can be found
onpage 42.
Metrics and targets
Disclose the metrics and targets used to
assess and manage relevant climate‑related
risks and opportunities where such
information is material
a) Disclose the metrics used by the
Company to assess climate‑related risks
andopportunities in line with its strategy
and risk management process
Compliance level – Full
The metrics associated with our
climate-related risks and opportunities
are shown in the risk table on pages 30 to
33. Wehave introduced a metric for water
usageand intend to set a target once
we have collated sufficient data. Where
available, metrics have been provided for
historical data.
The metrics associated with climate-related
risks and opportunities are not incorporated
into remuneration policies.
b) Disclose scope 1, scope 2 and,
ifappropriate, scope 3 greenhouse gas
(GHG) emissions and the related risks
Compliance level – Full
Our scope 1, 2 and 3 greenhouse gas (GHG)
emissions are shown on page 32, andour
scope 3 emissions report includes data
for five out of the 15 reporting categories.
Thisyear we were able to include scope
3 data relating to category 3: Fuel and
energy-related activities for the first time.
All our GHG emissions have been calculated
in line with the GHG Protocol methodology.
We use GHG efficiency ratios for our scope
1 and 2 emissions, which we refer to as
‘intensity metrics’. The following intensity
metrics are included on page 31:
• Kgs CO
2
e per m
2
floor space
• Kgs CO
2
e per full-time equivalent
• Kgs CO
2
e per £1k turnover
Previously, we have reported GHG emissions
and intensity metrics for two years in our
Annual Reports, this year we have extended
that to include metrics for three years.
c) Describe the targets used by the
Company to manage climate‑related
risks and opportunities and performance
againsttargets
Compliance level – Full
Our key climate-related target remains:
67.2% reduction in scope 1 and 2 GHG
emissions by 2035 against the 2019 baseline,
which equates to a 4.2% annual reduction.
In FY25 we started collecting data on
water usage across our sites, which will be
analysed and used to set targets for future
reduction
Performance targets relating to climate
change are set by the Remuneration
Committee and include the implementation
of projects to support the reduction of GHG
emissions in each of our regions.
40 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Non‑financial and sustainability information statement
This statement, prepared in accordance with Sections 414CA and 414CB of the Companies Act 2006, outlines how the Group addresses non-financial matters including environmental,
social and employee matters, respect for human rights and anti-corruption and bribery.
Reporting matter Policy/disclosure summary Reference points
Environmental matters • Climate-related financial disclosure
• Environmental Policy
Pages 38 to 40
Page 36
Employees • Our people
• Code of Business Conduct
• Equality, Diversity and Inclusion Policy
• Business Ethics and Responsible Behaviour Policy
• Whistleblowing Policy
• Health and Safety at Work Policy
• Privacy Notice
• Freedom of Association Policy
Pages 24 to 29 and 36
Social matters • Supporting charities
• Charitable and Political Donations Policy
Pages 17 and 94
Respect for human rights • Slavery & Human Trafficking Statement
• Supplier Code of Conduct
• Working Conditions and Human Rights Policy
Pages 16 and 36
Anti‑corruption and anti‑bribery matters • Anti-Bribery Policy
• Fair Competition and Anti-Trust Policy
• Whistleblowing Policy
• Trade Compliance and Sanctions Policy
Page 36
Business model Page 7
Principal risks and impact on business activity Pages 43 to 47
Non‑financial KPIs Page 13
41 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Risk management
Enterprise risk management (ERM) is key
to the successful delivery of our strategy
and the longer‑term sustainability of our
business
Governance and process
The Board of Directors, through the Audit
& Risk Committee (ARC), has overall
responsibility for ensuring that Trifast has an
appropriate and effective risk management
and controls framework in place. The
Framework includes the use of risk appetite
to determine the nature and extent of
the risks it is willing to take to achieve its
strategic objectives.
Our Risk Management Framework
supports the identification, assessment,
and management of risks throughout the
organisation and its ERM nature helps us
understand the interrelation of those risks
across our functions and regions.
We review risks on a functional, regional
and thematic basis, and our principal and
emerging risks are reviewed by the Group
Risk Committee (GRC), which is chaired by
the Company Secretary and attended by
the Chief Executive Officer, Chief Financial
Officer, Chief Commercial Officer and Head
of Risk. The GRC is convened three times per
year and is aligned to the ARC.
We have extended our use of the four lines
of defence model as a tool for mapping our
controls, and providing a clear link between
our risks, controls and internal audit
activities.
Our internal audit plan is linked to our
principal risks.
The nature of our risks
Our definition of risk is based on the ISO
31000 standard which is ‘the effect of
uncertainty on our objectives’.
We continue to work with internal and
external subject matter experts to identify
uncertainty and understand the effect it may
have on our ability to meet our objectives,
and through this process we have continued
to refine the descriptions of our principal
risks.
Last year we launched the ‘Recover’ stage
of our strategy, and as we move forward into
the next stage of ‘Rebuild’, the nature of our
risks is largely unchanged.
In addition to the information provided
within our principal risk disclosures,
our climate-related principal risk is also
supported by our climate-related financial
disclosures, which can be found on pages
38to 40.
Our approach to risk management
Our risk management process is built on
an ERM framework, allowing us to use a
common risk taxonomy across all areas of
the business.
Our management teams assess the
likelihood and potential impact of key risks
and, once identified and assessed, risks
are assigned to a member of the Senior
or Executive Leadership Teams, who is
accountable for ensuring that the risk is
managed appropriately within the appetite
set by the Board.
Our risk management software allows us to
link risks and controls to our internal audits,
and our three-year plan for risk management
includes a full review of our controls
environment and focused workshops to
review fraud-related controls. We are also
improving the format of our risk reviews to
keep pace with the implementation of our
Rebuild strategy.
We continue to explore all aspects of
materiality within our risk analysis, including
double materiality, and financial materiality,
which is a key input to our viability
assessment planning.
Emerging and accelerating risks
Our emerging risks reflect risks which, in
their very nature, are constantly changing
or evolving and the way in which they could
impact the business are varied.
Emerging risks typically relate to one or
more existing principal risks, however it
may result in the identification of additional
principal risks as they are more fully
understood. This relationship is shown in the
table on page 47.
Emerging risks are identified through our
standard risk processes.
These risks include:
• AI and disruptive technology, which
presents opportunities in data analysis
and information management, can
also accelerate and add complexity to
fraudulent activities by external actors,
including through the use of identity
cloning and deep fake videos. We are
currently assessing this potentially
significant emerging risk
• Our agility and speed of adaptation to
issues, which may impact our ability to
deliver supply chain solutions and impact
our inventory management
• Business continuity planning in the face of
severe weather and the physical impacts
of climate change
• The availability of sustainable materials
for fastener applications
Read more about our risk scenarios and
viability assessment on page 49
42 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Our principal risks
Description
There is a risk that we will fail to take advantage
of new business opportunities that come
from economic contraction and geopolitical
instability
Owner
Chief Commercial Officer
Why we think it’s important
Tariff uncertainty causes: increased costs
and reduced consumer demand, disruption
to customer build plans, increased inventory,
weakened manufacturing output and the
introduction of cash pressures throughout the
supply chain.
How we are mitigating the risk
We are working with our existing customers
in North America to ensure our margin
management objective is met through customer
underwriting of inventory and commitment
to tariff payments, and we are exploring new
opportunities for supply chain simplification.
In line with our focused growth objective, we
are working with customers in our three key
industry sectors in emerging geographic regions
which offer significant opportunities forgrowth.
To meet our operational efficiency objective,
we are looking at technological solutions to
support our delivery processes and we are
also exploring manufacturing models which
would make us more agile in meeting changing
customer needs.
Our organisational effectiveness objective
is driving improvements in our debtor and
inventory management and our manufacturing
cost models.
What’s changed
We have refined our risk description to focus
on the risk of failing to take advantage of
opportunities that come from geopolitical
instability, rather than the instability itself.
Our commercial teams have aligned during
the Recovery phase of our strategy, working
across borders to identify and protect value.
As we enter our Rebuild phase, the continued
investment in process, tools and teams ensures
our ambitions for value creation are fulfilled
globally.
Description
There is a risk that we will fail to achieve our
planned business transformation improvements
and their associated reduction in costs and
efficiency improvements
Owner
Chief Executive Officer
Why we think it’s important
Our three-stage business strategy of Recover,
Rebuild, Resilience is fundamental to the
ongoing success of the Group in delivering value
for our customers and stakeholders and relies
on key infrastructure development projects and
the cultural alignment of all our teams around
the world.
How we are mitigating the risk
We have established monthly transformation
initiative reviews to identify and manage
execution risk, and weekly calls with the
Executive Leadership Team (ELT) to ensure
timely decision making.
Our data analytics projects are supporting our
understanding of key business metrics and the
opportunities for improvement that are available
to us.
Our infrastructure projects are enabling
improvements in our agile planning and speed
of adaptation, which is integral to our ability to
prioritise our deliverables at this stage of our
Rebuild strategy.
What’s changed
The ELT and their Senior Leadership Teams
(SLT) are key to the implementation of our
transformation across the business; however,
delivering change whilst also navigating the
current economic shock, market uncertainty
and resulting capacity constraints, represents
a significant challenge. Thetransformation
projects that we have already implemented are
helping us navigate these new challenges.
Trade in a volatile macroenvironment
Business transformation
Materiality Materiality
Likelihood LikelihoodImpact Impact
Risk appetite Risk appetite
Low Low
Possible PossibleIndividual Individual
Low LowMedium Medium
Likely LikelySite SiteFunction Function
Medium MediumHigh High
Very
likely
Very
likely
Almost
certain
Almost
certain
Region RegionGroup Group
High High
Key to risks: Increase from 2024 No change Decrease from 2024 Link to viability
Margin management Focused growth Organisational effectiveness Operational efficiency
Link to strategy:
43 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Our principal risks continued
Description
There is a risk of unintentional failure to comply
with international and local legal and regulatory
requirements
Owner
Company Secretary
Why we think it’s important
Our global footprint requires us to comply
with differing laws and regulations across our
sites, and our customers require us to maintain
certification against global quality management
standards (including ISO 9001, IATF 1649, ISO
14001, EN 9120, ISO 27001 and Cyber Essentials).
We expect all areas of our business to fully
comply with applicable laws and regulations and
the Trifast Code of Conduct.
How we are mitigating the risk
Our business Code of Conduct, along with our
Group policies, compliance-based training
modules, quarterly legal and commercial
newsletters and our updated values, guide our
business operations and our employees’ actions,
and through regular training we continually
monitor their effectiveness.
Our internal audit function is supported
by our legal and compliance framework to
target specific areas and is guided by our
Whistleblowing Policy, which has been rolled out
globally using QR codes in both digital printed
formats and using local languages. Our ethics
hotline is available to staff and the public, with
information and reports submitted to the Board.
What’s changed
The increasingly challenging geopolitical and
regulatory environment presents a range of
compliance expectations across the regions in
which we operate.
Description
There is a risk that environmental sustainability
and climate change risks will impact the
profitability of the business, and that we
will fail to take advantage of any associated
opportunities
Owner
EHS Director
Why we think it’s important
Fasteners are produced using energy-intensive
processes and are shipped around the world to
meet customer demand, resulting in a significant
carbon footprint.
Climate change transition effects, including
tariffs on the import of steel fasteners into
Europe, increases costs, which must be
addressed through our margin management
objective.
New business opportunities in the smart
infrastructure sector may require greater
engagement with customers on environmental
sustainability and climate change matters to
ensure we deliver on focused growth.
Future opportunities to reduce climate change
impacts through productengineering may
require investment in new technology.
How we are mitigating the risk
We have identified specific climate-related risks,
see page 38, which are owned by our EHS team.
We are working with our supply chain to
improve reporting of emissions data to support
CBAM declarations. We have also updated our
Quality & Sustainability Agreement and have
started auditing our AVL suppliers against it.
We are extending our use of solar panels at
our manufacturing plant in Italy, and we have
converted to green energy contracts for our
sites in the UK.
We are extending our reporting metrics to
include water usage and scope 3 fuel and
energy-related activities.
We are working to establish a transition plan to
support our scope 1 and 2 emissions.
What’s changed
The level of reporting data required to support
compliance with climate-related transition
requirements has increased significantly
through:
• CBAM data to support supply chain
declarations
• Expansion of data for scope 3 GHG
reporting
Non‑compliance with legal or regulatory requirements 
Environmental sustainability and climate change 
Materiality Materiality
Likelihood LikelihoodImpact Impact
Risk appetite Risk appetite
Low Low
Possible PossibleIndividual Individual
Low LowMedium Medium
Likely LikelySite SiteFunction Function
Medium MediumHigh High
Very
likely
Very
likely
Almost
certain
Almost
certain
Region RegionGroup Group
High High
Key to risks: Increase from 2024 No change Decrease from 2024 Link to viability
Margin management Focused growth Organisational effectiveness Operational efficiency
Link to strategy:
44 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Our principal risks continued
Description
There is a risk of failure to adequately protect
against cyber fraud and information security
risks at a global level
Owner
Chief Information Officer
Why we think it’s important
Cyber intrusion poses a significant risk to
operational disruption, reputational damage,
regulatory fines and other financial impacts.
For some market sectors, eligibility for
new business is dependent on our ongoing
maintenance of the Cyber Essentials certificate.
The global nature of our operations exposes
us to constantly changing geopolitical tensions
which could increase the risk of cyberattacks.
How we are mitigating the risk
We continue to invest in infrastructure
transformation projects including the expansion
of the office environment across all our sites.
We are reducing our dependency on
site-based servers where possible by moving
tocloud-based systems.
We are currently assessing the use of AI and
disruptive technology as an emerging risk.
We provide ongoing cybersecurity training to
our teams.
We carry out vulnerability testing through our
in-house security team and our ongoing review
of insurance includes our cyber insurance.
What’s changed
Developments in digital technology and
operational hardware and software, which are
typically separate from our IT systems, are
becoming more connected with information
technology.
Communication software and apps unconnected
to IT systems can be used in smishing attacks to
facilitate fraud by impersonation.
Over the past year, we have accelerated our
efforts to address a rapidly evolving cyber threat
landscape, driven by increasingly sophisticated
tactics, including the emergence of AI-powered
attack methods and more persistent, targeted
threats.
Description
There is a risk that the supply chain is not
resilient enough to support the increasingly
volatile geopolitical environment
Owner
Procurement Director
Why we think it’s important
Increasing supply chain costs and the
disruption of established customer demand
places significant stress on the supply chain,
particularly for smaller companies, where
process efficiencies and economies of scale
offer little protection in periods of intense
uncertainty and change.
How we are mitigating the risk
Our transformation initiatives are improving
the availability of data and reports to support
effective decision making.
We have conducted reviews of supply chain
management to identify key areas for efficiency
savings, and establish standard KPIs across our
procurement teams.
We have implemented price increase policies
to improve margin management across the
business.
We have recognised the need to employ local
subject matter experts in key geographies,
particularly for activities relating to supplier
selection for new business opportunities.
What’s changed
Supply chain resilience risk previously
considered the increasingly demanding
expectations of stakeholders, particularly
relating to environmental sustainability reporting
and climate change transition impacts. In the
last 12 months, we have seen de-stabilisation
of global trade and the introduction of tariffs
and reciprocal tariffs, which is disrupting supply
chains by weakening consumer demand and
increasing costs.
Cybersecurity and data protection 
Supply chain resilience 
Materiality Materiality
Likelihood LikelihoodImpact Impact
Risk appetite Risk appetite
Low Low
Possible PossibleIndividual Individual
Low LowMedium Medium
Likely LikelySite SiteFunction Function
Medium MediumHigh High
Very
likely
Very
likely
Almost
certain
Almost
certain
Region RegionGroup Group
High High
Key to risks: Increase from 2024 No change Decrease from 2024 Link to viability
Margin management Focused growth Organisational effectiveness Operational efficiency
Link to strategy:
45 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Our principal risks continued
Description
There is a risk of failure to attract, engage
and retain people with the skills required for
future growth, at each stage of our strategy
implementation
Owner
Chief Transformation & People Officer
Why we think it’s important
Our success depends on a diverse, motivated
workforce with the specific skills required to
deliver our transformation projects. Failure to
identify the skills required at each stagewill
reduce the effectiveness ofthose projects.
How we are mitigating the risk
We are improving our recruitment processes,
with more rigorous recruitment and selection at
a senior level.
We have introduced a Group talent identification
programme, initially with the Board and
Executive Leadership Team, which will extend
toSenior Leaders, and become an annual review
cycle.
In FY25 we introduced an objective setting
process for senior managers, aligning leadership
performance to our strategic performance
management for this year, including closer
alignment to strategic initiatives.
We have launched our Equality, Diversity and
Inclusion Policy, supported by training modules,
and we are improving our data collection
relating to workforce diversity.
We are establishing workforce engagement
improvement groups, which includes Board
engagement across all of our regions.
What’s changed
Previously, we have considered this risk on a
broader basis, however we have now refined the
risk description based on identifying the skills
needed for future growth, and we are focusing
on attracting, retaining and engaging the right
talent to support each stage of our strategy
implementation.
Our latest employee survey had a strong
response with 89% of employees providing
feedback. We have set a target to improve our
eNPS score by 10%.
Description
There is a risk of failure to protect our
employees, resulting in personal injuries/
death, reputational harm, increased insurance
premiums and other financial penalties and
costs
Owner
EHS Director
Why we think it’s important
Preventing harm to our team is a moral
obligation and a legal requirement. Process
safety and personal injury incidents at our
sites can impact our capability to service our
internal and external customers, reducing our
organisational effectiveness and weakening
our operational efficiency.
How we are mitigating the risk
We have implemented mandatory personal
protective equipment (PPE) standards across
the business, and we are working to reduce the
need for picking at height in our warehouses.
Our teams participate in monthly leadership
calls promoting safety best practice,
accountability and data integrity. We have
established clear objectives and targets for
safety.
What’s changed
Supporting the health, safety and wellbeing of
our team continues to be a core priority for our
business. New corporate standards have been
introduced across the business, and we continue
to develop our EHS framework.
Failure to attract, engage and retain talent 
Failure to prevent harm to our people 
Materiality Materiality
Likelihood LikelihoodImpact Impact
Risk appetite Risk appetite
Low Low
Possible PossibleIndividual Individual
Low LowMedium Medium
Likely LikelySite SiteFunction Function
Medium MediumHigh High
Very
likely
Very
likely
Almost
certain
Almost
certain
Region RegionGroup Group
High High
Key to risks: Increase from 2024 No change Decrease from 2024 Link to viability
Margin management Focused growth Organisational effectiveness Operational efficiency
Link to strategy:
46 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Our principal risks continued
Description
There is a risk of product failure in customer
applications resulting in non-compliance with
standards, financial loss and reputational
damage
Owner
Global Head of Operational Quality
Why we think it’s important
The safe use of fasteners based on sound
design, material selection and reliable
manufacturing processes is fundamental to the
industry in which we operate.
How we are mitigating the risk
We promote best practice in fastener selection
through our customer-facing teams and look for
opportunities to provide engineering support
for customer projects.
We track customer satisfaction across the
business.
We have carried out a review of product
approval processes, records and re-validation
practices to define best practice within
our distribution sites and improve our
organisationaleffectiveness.
We are linking annual revalidations of product
approval documents to customer project status
to reduce administrative activities which do
not add value and increase our operational
efficiency.
A review of insurance cover for product failure
is ongoing, and we have also initiated a review
of financial materiality relating to product failure
scenarios.
What’s changed
Our business transformation projects support
the standardisation of product data and metrics
across our sites.
We are broadening the scope of our virtual
engineering project to support broader
engagement with customers at the design
stage.
Product failure 
Emerging and accelerating risks data
The emerging and accelerating risks data shows the links between areas of emerging risk and our
existing principal risks.
Emerging and accelerating risks
AI & disruptive
technology
Agility & speed
of adaptation
Inventory
management
Business
continuity
management
Product
development
& changing
customer
requirements
Principal risks
Trade in a volatile
macroenvironment
Business
transformation
Non-compliance with
legal or regulatory
requirements
Environmental
sustainability and
climate change
Cybersecurity and
dataprotection
Supply chain
resilience
Failure to attract,
engage and
retaintalent
Failure to prevent
harm to our people
Product failure
Materiality
Likelihood Impact
Risk appetite
Low
Possible Individual
LowMedium
Likely SiteFunction
MediumHigh
Very
likely
Almost
certain
Region Group
High
Key to risks: Increase from 2024 No change Decrease from 2024 Link to viability
Margin management Focused growth Organisational effectiveness Operational efficiency
Link to strategy:
47 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Our viability statement
In accordance with provision 31 of the
2018 UK Corporate Governance Code, the
Directors have assessed the long-term
viability of the Group over the three-year
period to March 2028.
This assessment was to determine whether
there is a reasonable expectation that the
Group will be able to meet its liabilities as
they fall due over the specified period of
time.
Assessment considerations
The Directors considered several factors in
their assessment:
• The prospects of the Group, taking into
account the potential impact of key risks
and uncertainties. These risks are detailed
on pages 43 to 47
• The Group’s current financial position,
including its financial projections in the
context of the Group’s cash and debt
facilities and associated covenants,
its cash flows and liquidity. These are
highlighted in the financial review on
pages 18 to 22
• The Group’s strategy and transformation
programmes and other factors likely
to affect its future development,
performance and position. These are
setout in the strategic report on pages
8to 12
• The impact of CBAM and other
climate-related risks on page 38
Viability assessment period
The viability assessment period of three
years aligns with the Group’s forecasts,
the term of the RCF and the availability
period of the UKEF – EDG facility which are
executable to July 2028 should we exercise
our option to extend the RCF for another
year. It is also the period reviewed by the
Board in its strategic planning process.
Viability base case
The financial projections for this three-year
period are based upon the Group’s budget
for the year ending 31 March 2026 and
forecast progression thereafter. The budget
is a consolidation of revenue, profits,
working capital and cash flow forecasts
made by each operating entity and head
office, incorporating associated key risk
factors. The budget for the financial year
ending 31 March 2026 and the forecasts
for the financial years FY27 and FY28
(‘Theviability base case’) assumes only
moderate revenue growth as the Group
focuses on the improvement of EBIT margin
on its journey to Recover, Rebuild and to
become more Resilient.
Financial projections
The Group’s financial covenants, tested on a
quarterly basis, for its banking facility are:
• Leverage: net debt to Adjusted EBITDA,
excluding IFRS 16, of less than 3.0x.
• Interest cover:
• Up until 30 September 2026, adjusted
EBITDA to interest (excluding IFRS 16
and amortised upfront costs) greater
than 3.5x
• Thereafter, adjusted EBITDA to interest
(excluding IFRS 16 and amortised
upfront costs) greater than 4.0x
At March 2025, the Group had net debt of
£17.4m and was significantly inside these
covenants with gearing of 0.97x and interest
cover of 5.1x. The viability base case model
shows increasing headroom with annually
reducing levels of net debt and leverage and
increasing interest cover compared to the
position at 31 March 2025.
Stress‑testing and downside sensitivities
The viability base case has been subjected to downside sensitivity analysis involving flexing
several of the following underlying main assumptions and sensitivities.
Scenario
Associated
principal risks
Associated
climate-related risks Level of severity tested
Reduced volume/loss
of a key customer
Volatile
macroenvironment
Sustainability and
climate change
Supply chain resilience
Supply chain disruption
Carbon footprint of
products
Market sector changes
10% reduction of a specific
revenue stream
Reduction in trading
levels across and higher
Group stock holdings
as a result of supply
chain issues
Volatile
macroenvironment
Sustainability and
climate change (CBAM
specifically)
Supply chain resilience
Carbon footprint of
manufacturing processes
Carbon footprint of
products
10% reduction of trading
in key region with 10%
higher stock holding
Reduced margins in a
key sector
Volatile
macroenvironment
Sustainability and
climate change
Supply chain resilience
Product failure
Carbon border
adjustmentmechanism
Supply chain disruption
Carbon footprint of
manufacturing processes
Carbon footprint of
products
10% margin reduction
in our largest sector
Significant one-off
expenditure (line stop
and obsolete stock)
Volatile
macroenvironment
Sustainability and climate
change
Compliance
Product failure
Supply chain disruption
Carbon footprint of
manufacturing processes
Carbon footprint of
products
£10m in exceptional
costs, with £10m
increase in net debt
48 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Our viability statement continued
After factoring in these significant additional
downsides to the viability base case, there
remains good headroom both in terms of
liquidity and our debt covenants.
The recent tariff changes imposed by US
President Trump have significantly impacted
global market dynamics, leading to increased
volatility, heightened trade tensions and
economic uncertainty. These changes have
particularly affected industries such as
automotive and manufacturing, prompting
companies to reassess their strategies.
Our geographic diversification and global
manufacturing footprint ensure that we have
a highly resilient platform, well positioned to
support our customers who may be cautious
about making short-term supply decisions.
We have informed our customers that we
intend to pass through the incremental
costs resulting from tariff changes and will
work closely with them to navigate these
challenges, ensuring the protection of
their supply chain and continuity of supply.
Webelieve that our robust positioning and
the critical role our components play within
complex supply chains will enable us to
minimise any adverse impact on shareholder
value.
We prepared a detailed Profit Protection
Plan to address the risk of a decrease in
demand due to Trump’s tariffs. This analysis
resulted in a worse-case £6.4m reduction in
EBIT before the implementation of self-help
actions which would bring us back to within
2% of our original EBIT budget.
Some of the more material self-help actions
included:
• Reduction in bonus provision
• Reduction in headcount
• Further sales/pricing actions
• Further action on E&O/stock provisions
• Travel ban
• Recruitment freeze
If our Profit Protection Plan self-help actions
underperformed, management would take
further action to maintain liquidity and
continue in operation by carefully managing
the Group’s cost base and working capital
such as:
• Reducing capital expenditure
• Suspension of dividend payments
• Negotiating a further interest rate cover
amendment
• Accessing new external funding early
In the event of an interest cover breach,
we would request another waiver from our
banking partners, and if granted this will
have a financial cost but would not impact
our ability to meet our liabilities. We are
focused on reducing our net debt and
hedging interest rates to mitigate the risk.
Reverse testing has also been applied to
determine the level of additional downside
(compared to budget) required before the
Group would breach its debt covenants or
current liquidity headroom.
Notwithstanding the tariff situation,
management are confident in performing
in line with our original budget. Based on
the stress testing performed (excluding the
impact of our potential mitigating actions), a
breach of the covenant would only occur if
revenue for FY26were to fall by 35% of the
budgeted level.
Conclusion
After considering the risks identified and
based on the assessments completed, the
Directors believe that there is a reasonable
expectation that the Company will be able
to continue to operate and meet its liabilities
as they fall due over the next three years.
This longer-term assessment underpins
the Directors’ confirmation of the Group’s
viability over the period assessed, and
supports the going concern statement,
which specifically covers a period of at least
12 months from the date of approval of these
financial statements, in accordance with the
UK Corporate Governance Code and FRC
guidance.
This strategic report was approved by
theBoard of Directors on 9 July 2025
andsigned on its behalf by:
Serena Lang
Non-Executive Chair
Trifast plc
National Distribution Centre
Reedswood Park Road
Walsall WS2 8DQ
Company registration number: 01919797
49 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Chair’s introduction to governance
Serena Lang
Chair
Dear shareholder
On behalf of the Board, I am pleased to
present the corporate governance report
for the year ended 31 March 2025 and to
update you on the work of the Board and its
Committees, and how we have discharged
our responsibilities during the year.
This year has seen the Group deliver
successfully upon its strategy and, as
a result, the Group’s performance has
improved. In the year ahead, the Board will
be focused on building upon the foundations
laid this year and, in doing so, we hope to
deliver for our shareholders.
I would like to pay tribute to my Board
colleagues for their dedication and
outstanding support throughout the year.
Board leadership
As Chair, I am responsible for leading and
ensuring an effective Board in delivering
the long-term success of the Company.
In fulfilling this role, I seek to ensure that
the Board proceedings are conducted in
a way that allows all Directors to have the
opportunity to express their views openly
and that all Non-Executive Directors can
provide support and constructive challenge
to the Senior Leadership Team.
Board changes and induction
On 10 September 2024, it was announced
that Kate Ferguson had been appointed as
the Chief Financial Officer to the Company.
Kate had been performing the role in an
interim capacity since February 2024 having
joined the Company in August 2023.
Details on the recruitment process are in the
Nomination Committee report on page 60.
Board and Committee evaluation
I am also responsible for leading the annual
evaluation of the effectiveness of the Board,
Committees and individual Directors.
The 2024 evaluation was undertaken
internally by way of a questionnaire, a
method appropriate and proportionate
to the Company, and which yields useful
results. The evaluation considered the
composition, balance of skills, experience,
knowledge and collaboration of the
Board, as well as other factors including
diversity, ethnicity and environmental,
social and governance factors and also
referenced the prior year external evaluation
conclusions. Results of the evaluation were
prepared by the Company Secretary and
provided to me for analysis. I presented my
findings to the Board, including individual
recommendations made by Directors.
These results were then followed up by
Committee Chairs to ensure that change and
improvements become embedded into our
governance.
My performance was appraised by the
Independent Non-Executive Directors under
the leadership of the Senior Independent
Director.
We discussed the outcomes of each
evaluation and concluded that the Board
Committees and individual Directors were
operating effectively, whilst noting areas
for development. The evaluation assisted
us in identifying our key areas of focus for
FY26, which included additional training
relating to technology and AI capability
across the Company, further market and
industrial sector comparison data being
shared from advisers and continued training
of the forthcoming amendments to the UK
Corporate Governance Code.
Stakeholder engagement and S.172
Stakeholder interests are at the heart of
every strategic and operational decision
taken by the Board. Our focus on
discharging our responsibilities to promote
the success of the Company in accordance
with Section 172 of the Companies Act
2006, and the impact our decisions will have
on our stakeholder groups, is at the very
forefront of our minds at every Board and
Committee meeting.
Further information on our stakeholders,
how we have considered them in decisions
during the year and our engagement with
these stakeholders is set out on pages
15to17.
UK Corporate Governance Code
The application of the Principles of the Code
is evidenced throughout this Annual Report.
We are accountable to all our shareholders
for ensuring that governance processes
are in place, and we are fully committed to
meeting the standards of the 2018 Code
as far as it applies to a FTSE SmallCap
company.
The table on page 53 provides details of
our compliance with the 2018 Code for the
financial year under review. We are also
reviewing and, where necessary, revising our
governance processes to ensure that we are
able to comply with the 2024 UK Corporate
Governance Code when it begins to apply to
Trifast from 1 April 2025.
Serena Lang
Chair
9 July 2025
Our focus on discharging our
responsibilities to promote
the successof the Company
is at the veryforefront of
our minds at every Board
andCommitteemeeting
50 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Governance at a glance
Board composition
as at 31 March 2025
Board skills matrix
Summary of the skills, experience and knowledge held by our Directors:
Independence
Distribution operating model
Leadership
People/HR
Cyber, digital & technology
Finance, risk & banking
Industrial/engineering
ESG
International
Business transformation
Mergers & acquisitions
57%
43%
71%
57%
29%
71%
71%
86%
86%
100%
100%
Gender
Female 43%
Male 57%
Board tenure
<2 years 72%
2-3 years 14%
>3 years 14%
Board age
<40 14%
40-50 0%
>60 43%
51-60 43%
Senior roles (Chair, SID, CEO, CFO)
Female 50%
Male 50%
Composition
Chair 14%
Independent NED 43%
Executive 29%
NED 14%
Board and Committee meeting attendance
UK Corporate Governance Code 2018 compliance
Director Board Nomination
Audit
& Risk Remuneration
Responsible
Business
Serena Lang 10/10 5/5 — — 2/2
Iain Percival 10/10 — — — 2/2
Kate Ferguson 10/10 — — — —
Clive Watson 9/10
1
5/5 6/6 5/6 1/2
1
Louis Eperjesi 10/10 5/5 6/6 6/6 2/2
Laura Whyte 9/10
2
5/5 5/6
2
6/6 2/2
Nicholas Mills 10/10 — — — —
The Board is pleased to report that the Company
has applied the principles and complied with the
provisions of the UK Corporate Governance Code
2018 for its financial year ended 31 March 2025.
We are reviewing and, where necessary, revising
our governance processes to ensure that we
are able to comply with the 2024 UK Corporate
Governance Code when it begins to apply to Trifast
from 1 April 2025.
The Company’s auditor is required to review
whether this statement reflects the Company’s
compliance with those provisions of the Code
specified for their review by the Financial Conduct
Authority’s Listing Rules and to report if it does
not reflect such compliance. No such report has
beenmade.
See page 53 for further details
1. Clive Watson was unable to attend meetings on 27 March 2025 due to personal circumstances
2. Laura Whyte was unable to attend meetings on 25 June 2024 due to prior commitments
The Company’s Board Diversity Policy is to
ensure a diverse and inclusive membership
withthe skills, expertise and experience to guide
the business and strategy for the benefit of its
shareholders, having regard to the interests of
allits stakeholders.
51 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

The Board
Committee memberships
Nomination Committee
Remuneration Committee
Audit & Risk Committee
Responsible Business Committee
C
Committee Chair
Serena Lang
Independent
Non-Executive
Chair(54)
Iain Percival
Chief Executive
Officer (57)
Kate Ferguson
Chief Financial
Officer(52)
Clive Watson
Senior Independent
Non-Executive
Director (67)
Louis Eperjesi
Independent
Non-Executive
Director (63)
Laura Whyte
Independent
Non-Executive
Director (66)
Nicholas Mills
Non-Executive
Director (34)
C
C C
Serena is an experienced FTSE Chair and
Board member. Her executive career, spanning
more than 20 years across multi-sector
industries both in the UK and internationally,
has allowed Serena to develop her skills and
understanding of commercial business, at
varying stages of growth covering strategy,
transformationand M&A.
Length of service:
<2 years
Other Directorships:
Senior Independent
Non-Executive Director at Henry Boot PLC
and Non-Executive Director at
Ainscough Crane Hire Limited.
Louis has had an executive career within
the building industry both in the UK and
internationally. He has significant commercial
knowledge of manufacturing and supply,
strategic planning and M&A. Louis was
previously CEO at Tyman plc, and prior to that
held senior management roles with Kingspan
Group plc, Baxi Group Ltd, Lafarge SA and
Caradon plc.
Length of service:
2 years
Other Directorships:
Non-Executive Director
at Accys Technologies plc, Ibstock plc and
Howden Joinery Group plc.
Iain holds a BSc (Hons) Mechanical
Engineering degree and, over a 30-year
career, has worked in divisional leadership
positions within a number of international
manufacturing businesses. An experienced
industrialist, Iain has also gained significant
experience within transformational change
environments witha key focus oncost down,
supplychain productivityinitiatives.
Length of service:
<2 years
Laura, having worked in a number
of organisations within the listed,
privateandcharitable sectors, is an
experienced operational and Non-Executive
Director with a strong focus on brand,
customer and workforce engagement
andresponsible business.
Length of service:
1 year
Other Directorships:
Non-Executive Director
at Macfarlane Group plc.
Kate holds a business degree gained in
Australia where she majored in accountancy,
business law and taxation. She qualified as
an accountant in 1996 (Australia) and 2008
respectively (England & Wales). Overa
20-year career she has held a number of
senior financial roles across a variety of
industries, both private and plc entities. She
also has knowledge of IT andadministration.
Length of service:
<1 year
Nicholas worked at New York-based Gabelli
Asset Management from 2014-19 where he
focused on equity research, investments,
merger arbitrage strategies and marketing
closed end funds. In 2019 Nicholas returned to
the UK to join Harwood Capital LLP.
Length of service:
<2 years
Other Directorships:
Fund manager and
Director of Harwood Capital LLP, who are a
current shareholder in Trifast.
Non-Executive Director at Hargreaves
Servicesplc and NIOX Group plc.
Clive is a Chartered accountant with extensive
experience in industry both in the UK and
internationally. He retired in 2019 as Group
Finance Director at Spectris plc.
Length of service:
5 years
Other Directorships:
Senior Independent
Non-Executive Director at Breedon Group plc
(Audit & Risk Chair), Non-Executive Director at
discoverIE Group plc (Audit&Risk Chair) and
Kier Group plc (Audit & Risk Chair).
See the full Board bios online
C
52 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Corporate governance report
Compliance with the UK Corporate
Governance Code 2018
The Board is pleased to report that the
Company has applied the principles and
complied with the provisions of the UK
Corporate Governance Code 2018 for its
financial year ended 31 March 2025.
The table provides a guide to the most
relevant explanations for how the Company
has complied with each Principle.
The Company’s auditor is required to
review whether this statement reflects the
Company’s compliance with those provisions
of the Code specified for their review by
the Financial Conduct Authority’s Listing
Rules and to report if it does not reflect such
compliance. No such report has been made.
Board leadership and Company purpose
A An effective and entrepreneurial Board promotes the long-term sustainable success of the Company, generating value for
shareholders and contributing to wider society
Pages 50-57
B Purpose, values and strategy are set and align with culture, which is promoted by the Board Pages 50-57
C Resources allow the Company to meet its objectives and measure performance. A framework of controls enables
assessment and management of risk
Pages 50-57
D Engagement with shareholders and stakeholders is effective and encourages their participation Pages 14-17 and 50-57
E Oversight of workforce policies and practices ensures consistency with values and supports long-term sustainable
success. Theworkforce is able to raise matters of concern
Pages 50-57
Division of responsibilities
F The Chair is objective and leads an effective Board with constructive relations Page 55
G The Board comprises an appropriate combination of Non-Executive and Executive Directors, with a clear division
ofresponsibilities
Pages 50-57
H Non-Executive Directors commit appropriate time in line with their role Pages 50-57
I The Company Secretary and the correct policies, processes, information, time and resources support Board functioning Page 55
Composition, succession & evaluation
J There is a procedure for Board appointments and succession plans for Board and Senior Management which recognise
merit and promote diversity
Pages 58-60
K There is a combination of skills, experience and knowledge across the Board and its Committees. Tenure and membership
are considered regularly
Pages 51,52, 58-60
L Annual evaluation of the Board and Directors considers overall composition, diversity, effectiveness and contribution Pages 50, 58-60
Audit, risk & internal control
M Policies and procedures ensure the independence and effectiveness of internal and external audit functions. The Board
satisfies itself of the integrity of financial and narrative statements
Pages 63-69
N A fair, balanced and understandable assessment of the Company’s position and prospects is presented Pages 63-69
O Procedures manage and oversee risk, the internal control framework and the extent of principal risks the Company is
willing to take toachieve its long-term strategic goals
Pages 42-47, 63-69
Remuneration
P Remuneration policies and practices are designed to support strategy and promote long-term sustainable success, with
executive remuneration aligned to Company purpose, values and strategic delivery
Pages 70-92
Q A transparent and formal procedure is used to develop policy and agree executive and Senior Management remuneration Pages 70-92
R Independent judgement and discretion are exercised over remuneration outcomes taking account of the relevant wider
context
Pages 70-92
53 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Corporate governance report continued
Introduction
In this Annual Report, we report on how we
have applied the main Principles of the 2018
Code and followed its recommendations.
A cross-referencing table to each Code
Principle can be found on page 53.
The governance report complements the
strategic report and explains how the
Board operates within a robust governance
framework, which underlies the work of the
Directors, to ensure that the Company’s
purpose, values, strategy and culture are
aligned. The Board’s role is promoting
the Group’s long-term success; setting
its strategic aims and values; supporting
leadership on the operational running
of the business; ensuring a framework
of prudent and effective controls; and
reporting to shareholders on the Board’s
stewardship. We trust that the strategic and
governance reports together enable our
stakeholders to assess the effectiveness of
those frameworks and the quality of their
outcomes.
Business model, strategy and risks
Good progress has been made in
implementing the transformation
programme during the year, which
continued to drive improvements in
the areas of focused growth, margin
management, organisational effectiveness
and operational efficiency.
The transformation programme is central
to the Company’s Recover, Rebuild and
Resilience journey and also to achieving the
strategic objectives and ensuring sustained
margin improvement and revenue growth.
As a Board, we reviewed the strategic
direction of each region during the year.
The review again confirmed that the
OneTR approach – the singular vision,
withthe four-region structure, engineering,
manufacturing and supply chain
simplification and the focus on three key
markets remains the right one and continues
to align with the objectives of the Group.
Onpages 25 to 37 we explain our approach
to enhancing the sustainability of our
business, whilst outlining some of the key
initiatives we are taking to create value for
our customers, employees, shareholders and
society. Further details on strategic topics
assessed by the Board during the year can
be found on page 57.
Purpose, values and culture
Trifast’s purpose, values and culture are at
the foundation of the OneTR transformation
plan to return the Company to sustained
profitable growth, within a safe and engaged
environment.
The three-phase growth plan: Recover,
Rebuild and Resilience ensures we have
focused profitable and sustainable growth,
supported by the effective execution and
strong OneTR culture to provide strategic
direction in achieving that long-term
success. As explained in the strategic
report, to fulfil our commitment to our
stakeholders to govern responsibly, we need
to ensure that we have a full understanding
of the impact of our products and the way
we conduct business, on people and the
environment.
Trifast continues to encourage a sense
of belonging and employee engagement
to ensure a motivated and productive
workforce. We are continuing to focus on
promoting a diverse and inclusive culture.
The measure the Board uses to evaluate
culture continues to evolve and includes
employee engagement surveys, employee
development programmes, reviewing HR
statistics, looking at employee turnover,
learning and development completion rates
and health and safety incidents. Some of
these are already part of our non-financial
KPIs as set out in the strategic report on
page 13.
The Board
The Board has collective responsibility
for leading the Group and promoting its
long-term success. It has the prime role of
confirming the Group’s purpose and vision
and agreeing the strategy that supports
its purpose. It is responsible for setting
cultural expectations that drive ethical and
responsible business conduct.
As at 31 March 2025, the Board of Directors
comprised the Non-Executive Chair, three
Independent Non-Executive Directors,
one further Non-Executive Director
and two Executive Directors. Additional
responsibilities assigned to certain
Non-Executive Directors are explained on
page 55 (roles of the Board description).
The composition of the Board is subject
to review and is a responsibility delegated
to the Nomination Committee. Details of
the tenure, gender, nationality and relevant
experience of Board members are set out
onpage 52.
Board Committees
The Board has established four Committees
which directly assists in the discharge of
its duties; the Nomination, Responsible
Business, Audit & Risk and Remuneration
Committees. The remit, authority and
composition of the Committees is monitored
to ensure effective Board support.
Each Committee provides dedicated focus
to a defined area of responsibility with the
nature of delegated work ranging from a
recommendation being made to the Board
or, if within its agreed authority, a final
decision being taken on behalf of the Board.
Further information on the specific role of
each Committee is set out in their respective
reports on pages 58, 61, 63 and 70.
Board and Committee framework
The Board
Nomination
Committee
Responsible
Business Steering
Committee
Network of
Champions
Audit & Risk
Committee
Executive
Leadership
Team (ELT)
Remuneration
Committee
Responsible
Business
Committee
Risk
Committee
54 Trifast plc Annual Report 2025
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Strategic report

Corporate governance report continued
Roles within the Board
The roles of the Chair and the Chief
Executive Officer are separate and there is
a clear division of responsibility between
executive and non-executive members of
the Board. Details of these responsibilities
are set out below:
Chair
Responsible for:
• Overall leadership and governance of the
Board, ensuring it operates effectively
in terms of agenda setting, information
management, induction, development
and performance review
• Maintaining a focus on strategy,
performance and value creation and the
assessment of significant risks in the
implementation of strategy
• Ensuring the Board, as a whole, has a
clear understanding of shareholder,
customer and employee views
• Promoting a healthy culture of challenge
and debate at Board and Committee
meetings and encouraging constructive
debate and decision making
• Fostering effective relationships and open
communication between all Directors
• Ensuring both Board and shareholder
meetings are properly conducted
• Developing a supportive working
relationship with the Chief Executive
Officer
Senior Independent Director
Responsible for:
• Providing a sounding board for the Chair
and acting as an intermediary between
other Directors when necessary
• Evaluating the performance of the Chair
on behalf of the Directors
• Being available to shareholders, where
contact through the Chair or Executive
Directors is not appropriate
Non‑Executive Directors
Responsible for:
• Providing the skills, experience and
knowledge to assist the Board’s decision
making
• Challenging and assisting with developing
and establishing objectives and
monitoring the Group’s business model
and strategy
• Measuring and reviewing the performance
of the Executive Directors
• Providing independent insight and
support and advice to the Executive
Directors
• Reviewing Group financial information
and overseeing the effectiveness of the
Company’s internal controls
• Reviewing succession plans for Board
Directors and Senior Management and
supporting inclusion and diversity
• Setting policy in respect of Executive
Director remuneration
Chief Executive Officer
Responsible for:
• Effective leadership and development
of the Executive Leadership Team and
operational running of the Group
• Developing and implementing the Group’s
business model and strategy
• Effectively communicating the Group’s
strategy and performance
• Building positive relationships by
engaging appropriately with all internal
and external stakeholders
Chief Financial Officer
Responsible for:
• Deputising for the Chief Executive Officer
• Proposing policy and actions to support
sound financial management, including in
relation to funding and net debt
• Leading finance, tax, treasury and
supporting the risk function
• Supporting on mergers and acquisition
• Overseeing the pension scheme
Company Secretary
Responsible for:
• Compliance with Board procedures and
supporting the Chair of the Board
• Ensuring the Board has high-quality
information, adequate reading time and
appropriate resources
• Advising and keeping the Board updated
on corporate governance developments
• Considering Board effectiveness in
conjunction with the Chair
• Facilitating the Directors induction
programme and assisting with
professional development
• Providing advice, services and support
toDirectors as and when required
Operational management
The day-to-day management and global
governance of the business is delegated to
members of the Executive Leadership Team
(ELT). As at 31 March 2025, the membership
of the ELT comprised the Chief Executive
Officer, the Chief Financial Officer, the Chief
Commercial Officer, the Chief People and
Transformation Officer, Regional Managing
Directors for Asia, Europe, UK & Ireland and
North America, the Chief Information Officer
and the Company Secretary.
How the Board operates
Boardroom culture
The Board recognises the importance of
establishing the right culture and values and
communicating this message consistently
throughout the Group. It is important that
the Board provides strong and effective
leadership, constructive challenge and
accepts collective accountability for the
long-term sustainable success of the
Company. In doing so, it will continue to
drive and deliver the strategy in the best
interests of all our stakeholders.
A strong feature of the Board’s effectiveness
in delivering the strategy is our inclusive
and open style of interaction which benefits
from a free flow of information between
Executive and Non-Executive Directors.
The size of the Boad encourages Directors
to discuss matters openly and freely and to
make individual contributions through the
exercise of their personal skills and expertise.
No individual has free powers of decision
making.
All Directors communicate with each other
on a regular basis and contact with the
Company’s senior managers is sought and
encouraged. In-person Board meetings have
been held at various site locations during
FY25.
55 Trifast plc Annual Report 2025
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Corporate governance report continued
How the Board operates continued
Independence and conflicts of interest
All Non-Executive Directors have been
appointed for their specific areas of
knowledge and expertise. They are
independent of management and exercise
their duties in good faith based on
judgements informed by their personal
experience. This ensures that matters can
be debated constructively in relation to both
the development of strategy and assessment
of performance against the objectives of the
Board. The balance between non-executive
and executive representation continues to
encourage healthy independent challenge.
The Company has a formal procedure
in place to manage the disclosure,
consideration and authorisation of potential
conflicts of interest. Each Director is aware
of the requirement to notify the Board, via
the Company Secretary, as soon as they
become aware of any potential conflicts of
interest or material change of a pre-existing
authorisation.
The Board considers each conflict situation
separately on its particular facts, in
conjunction with any other potentially
conflicted Director’s duties under the
Companies Act 2006.
Nicholas Mills has declared his conflict on
the basis of his role at Harwood Capital
Management, a material shareholder in
the Company. As such, the Company
does not consider Nicholas Mills to be an
Independent Non-Executive Director and
he has agreed to recuse himself from any
discussion concerning the relationship
between the Company and Harwood
Capital Management. None of the other
Non-Executive Directors have any material
business or other relationships with the
Company or its management.
Powers of Directors
The powers of the Directors are determined
by the Articles of Association, UK legislation,
including the Companies Act 2006, and
any directions given by the Company
in a General Meeting. The Directors are
authorised by the Company’s Articles
to issue and allot ordinary shares and to
make market purchases of the Company’s
own shares. These powers are referred to
shareholders for renewal at each AGM.
The appointment and replacement of
Directors is governed by the Company’s
Articles, the 2018 Code, the Companies Act
2006 and related legislation.
Any amendments to the Articles can only
be made by special resolution at a General
Meeting of shareholders.
Subject to the Articles and the Companies
Act 2006 and any directions given by
special resolution, the business of the
Company is managed by the Board who may
exercise all the powers of the Company.
Election and re‑election of Directors
The Board is satisfied that all Directors
standing for election and re-election
perform effectively and demonstrate
commitment to their roles. This has been
demonstrated during the year by the
willingness of the Directors to attend
additional meetings, as well as from the
general support they have given to the
Executive Directors and Senior Management.
When appropriate, any changes to the
commitment of any Director are considered
in advance by the Board to ensure they are
still able to fulfil their duties satisfactorily.
All Directors of the Board are subject to
election by the shareholders at the first
AGM following their appointment by the
Board and all Directors will also stand for
re-election annually at the AGM.
The biographies for each Director are set
out on page 52. The Board, its Committees
and the individual Directors participate in
an annual performance evaluation. Further
details of the process can be found in the
Nomination Committee report on page 50.
Policies
Whilst the Board takes overall responsibility
for approving Company policies, including
those relating to business ethics, health and
safety, environmental matters, anti-bribery
and corruption and whistleblowing, their
implementation is delegated to the Chief
Executive Officer and cascaded throughout
the organisation via the Executive and
Senior Leadership Teams.
Time commitment
The expected time commitment of the
Chair and Non-Executive Directors is
agreed and set out in writing in the letters
of appointment confirming their position.
The existing demands of a Non-Executive
Director’s time are assessed on appointment
to confirm their capacity to take on the
role. The Nomination Committee reviews
Directors’ external commitments annually
to ensure they still have sufficient capacity
to fulfil their role. Further appointments
which could impair their ability to meet
these arrangements can only be accepted
following the approval by the Board.
Thetaking on of any external appointment
by an Executive Director is subject to
Boardconsent.
There were nine scheduled meetings on the
year to 31 March 2025. Scheduled meetings
of the Board follow an agreed format, with
agendas developed by the Chair, Chief
Executive Officer and Company Secretary,
who consider the Board’s annual plan of
business and the current status of projects,
strategic and transformation workstreams,
and other operational and functional updates.
Adequate time is allocated to support
effective and constructive discussion of each
item. An electronic resources portal allows
efficient navigation of Board and Committee
papers.
Board and other meetings
Board papers are prepared and issued prior
to each Board meeting to allow Directors
sufficient time to give due consideration
to all matters. Directors are able to take
independent professional advice, if
necessary, at the Company’s expense.
The Board holds a minimum of nine
meetings per year at regular intervals.
Additional meetings are convened as
required.
From time to time, the Board authorises the
establishment of an additional committee or
sub-committee to consider and, if thought
fit, approve certain items of business.
During the year, the Non-Executive Directors
have met without Executive Directors being
present. The Senior Independent Director
and Non-Executive Directors have also met
without the presence of the Chair as part of
the Board performance review.
The table on page 51 shows the attendance
at the Board and Committee meetings
during the year to 31 March 2025.
56 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Corporate governance report continued
Matters considered
Governance & risk • Approved Annual Report and Accounts
• Approved the business to be considered at the AGM
• Shareholder discussion and feedback
• Received updates from the Audit & Risk Committee, Nomination
Committee, Remuneration Committee and ResponsibleBusiness
Committee
• Approved Committee terms of reference
• Corporate policies review and approval
• Insurance programme renewal
• Corporate governance horizon scanning
• Health & safety updates
• Litigation and legal matters updates
• Approved the Internal Audit Charter and three-year IA plan
• Received updates on the three-year plan for the risk and internal
controls framework
• Conducted a tender for external audit services through the
Audit&Risk Committee
• Considered facilitation fraud incidents, response and actions
Macroeconomic
environment
• Market and customer development updates
• Competitor activity analysis
• Inventory status and logistics updates
• Economic and market updates, including inflation, tariff, FX
andinterest rates implications
• Sales and pricing activity reviews
• Purchasing performance and forecasts
Board activity in 2024/25
This table is a non-exhaustive list of areas of focus, actions and decisions taken by the Board during the year. The Board’s focus has principally been on (a) governance and risk;
(b)macroeconomic environment; (c) trading, financial and operational performance; (d) strategy and transformation execution; and (e) training.
Matters considered
Performance • Financial management and performance
• Banking, tax, treasury strategy and policy reviews
• Review and approval of budget and capex plans
• Review on margin management and focused growth initiatives, and
manufacturing performance
• Regional performance reviews
• Approval of full-year, half-year and other trading updates
• Annual Report and Accounts review and approval
• Consideration of shareholder views and analyst expectations
• Consideration of share price performance
• Review of employee engagement survey
Strategy &
transformation
execution
• Review of strategy delivery, execution and implementation
• Key operational project progress reviews, including major capital
expenditure investment proposals
• Transformation programme
• M&A opportunities
• Talent strategy, succession plans and future leaders programme
• Regulatory affairs updates
• Engineering workshop and future product review
Training • Fraud awareness and fraud management
• Cyber awareness training
• Modern slavery and human trafficking training
• Anti-bribery and corruption training
• 2024 UK Corporate Governance Code
• Carbon Border Adjustment Mechanism awareness training
57 Trifast plc Annual Report 2025
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Nomination Committee report
Role of the Committee
The Committee is responsible for leading
the process and making recommendations
to the Board, for Board appointments,
ensuring that thereis a formal rigorous and
transparentprocedure. The composition of
the Board is regularly reviewed and refreshed,
taking into account the lengthof service of the
Board as a whole, so it is effective and able to
operate in the best interests of shareholders.
TheCommittee ensure there are succession
plans in place for both Boardand Executive
Leadership roles.
FY25 highlights
• Led process for appointment of Chief
Financial Officer
• Supported the appointment of the Chief
People & Transformation Officer and the
inaugural Future Leaders Programme
• Endorsed and approved the Board
DiversityPolicy
• Commenced the search for a Board
Fellowappointment
Stakeholder engagement
• Committee members met internal and
external stakeholders in the year, including
corporate brokers, lenders and advisers in
the CFO recruitment process
• Attended the AGM in September 2024 and
discussed the Committee’s activities with
shareholders
Dear shareholder,
I am pleased to present an overview of
the Nomination Committee’s work during
the year ended 31 March 2025. Much like
last year, this has been a busy year for the
Committee, but I can report we have made
some very good progress particularly in
succession planning, talent and development
and diversity.
The Committee was very pleased to confirm
the appointment of Kate Ferguson as Chief
Financial Officer in September 2024, having
stepped up as interim CFO earlier in the
year. The rigorous appointment process
followed the same methodology as the Chief
Executive Officer recruitment in 2023 and is
set out in the table on page 60.
Other than the formal appointment of
Kate to the Board, I am pleased to confirm
that the Board membership has been
stable in the year, which has been of great
importance to the Company through this
ongoing business transformation. The
Committee has therefore had the bandwidth
to work on Board and Company diversity
initiatives with the newly appointed Chief
People and Transformation Officer, Clare
Taylor, and engage with employees involved
in Trifast’s first Future Leaders Programme,
which you can read more about on page 24.
As ever, the Nomination Committee remains
dedicated to recruiting globally recognised,
industry-leading talent, so that Trifast
colleagues see strong diverse leaders, both
at Board and Senior Management level, and
it was with this in mind that we engaged
with the Empowering People of Colour
Network (EPOC) to commence the search
to appoint a Board Fellow/Apprentice.
Wehope to announce an appointment later
in 2025, and I hope to be in a position to
speak to shareholders about this at our AGM
in September.
If you wish to discuss any aspects of the
Nomination Committee report, or our
activities generally, then please join our
AGM on 11 September 2025 at Peel Hunt,
Liverpool Street, London. You will also have
the opportunity to join via the Investor Meet
Company platform or send any questions
for me to our dedicated email address:
companysecretariat@trifast.com.
Serena Lang
Chair of the Nomination Committee
9 July 2025
The Board membership
has been stable in the
year, which has been
of great importance to
the Company through
transformation
Serena Lang
Chair of the Nomination Committee
58 Trifast plc Annual Report 2025
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Strategic report

Nomination Committee report continued
Board composition, skills and attributes
At Trifast, we recognise the importance
of the Board and its Committees having
a combination of skills, experience and
knowledge to ensure we have an effective
Board, which is well-placed to promote
the long-term sustainable success of the
Company, particularly as we enter the Rebuild
phase of our strategy and transformation.
The Committee reviews the skills, attributes
and diversity represented by the Directors
on the Board to determine whether the
existing composition remains appropriate
to support and deliver on the Company’s
purpose and strategic objectives. The skills
matrix enables the Committee to review the
current skills and assess what is needed in
the future. The matrix is then reviewed with
individual Director’s tenure to assist in future
recruitment considerations and succession
planning.
The Nomination Committee is satisfied that
the Board and its Committees have the
right combination of skills, experience and
knowledge amongst a group of individuals
that embody many aspects of diversity.
See our Board skills matrix on page 51.
Board diversity statement
We are pleased to report that 43% of our
Board members are women, reflecting our
ongoing commitment to gender diversity
at the highest level of governance. We are
also proud to have two women in senior
Board positions, serving as Chair and Chief
Financial Officer, respectively.
Whilst we acknowledge that we have
not yet met the FCA’s target of having at
least one Board member from a minority
ethnic background, we remain committed
to improving representation and are
actively working to broaden the diversity
of our Board through inclusive recruitment
practices and succession planning.
Our approach to data collection
Gender and ethnicity data relating to the
Board and Executive Leadership Team
are collected on an annual basis applying
a process managed by the Company
Secretary in conjunction with the HR
function. Each individual is requested to
complete an identical questionnaire on a
strictly confidential and voluntary basis,
through which the individual self-reports on
their ethnicity and gender identity or states
that they do not wish to report such data.
Consent is provided for data collection and
processing of that data in accordance with
the Company’s data protection policy.
The criteria of the standard form
questionnaire are fully aligned to the
definitions specified in the UK Listing Rules,
with individuals required to specify:
a. Self-reported gender identity – selection
from the following categories (i) man,
(ii) woman, (iii) other category (please
specify) and (iv) not specified/prefer not
to say
b. Self-reported ethnic background –
selection from the following categories as
designated by the UK Office of National
Statistics: (i) White British or other White,
(ii) Mixed/Multiple ethnic groups, (iii)
Asian/Asian British, (iv) Black/African/
Caribbean/Black British, (v) other ethnic
group, including Arab and (vi) not
specified/prefer not to say
Board and Executive Leadership gender and ethnic representation as at 1 April 2025
The chart details the Board and Executive Leadership Team’s self-identified gender status and ethnicity diversity, as required by UK
Listing Rules
Board ELT
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Gender
Women 3 43% 2 1 17%
Men 4 57% 2 4 67%
Other categories
Not specified/prefer not to say 1 16%
Ethnicity
White British or other White
(including minority-white groups) 7 100% 4 4 67%
Mixed/Multiple ethnic groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say 2 33%
59 Trifast plc Annual Report 2025
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Nomination Committee report continued
Election and re‑election of Directors
The Company will submit all eligible
Directors for re-election, and in the case of
Kate Ferguson, election for the first time, at
the Company’s Annual General Meeting in
September 2025.
As part of making any recommendations
to the Board in respect of elections or
re-elections, the Nomination Committee
assess each Director, including considering
their performance on the Board and
Committees. This includes reviewing
attendance during the year, their
contribution to the long-term sustainable
success of the Company and their overall
engagement and contribution as a Director.
For Non-Executive Directors, the Committee
also considers whether each Director
continues to be considered independent
for the purposes of the UK Corporate
Governance Code.
Nomination Committee effectiveness
The Nomination Committee’s performance
was reviewed in 2024 as part of the Board
performance review process. This evaluation
was conducted internally and is detailed on
page 50.
The Committee continues to fulfil its
responsibilities effectively and will continue
to focus on talent development and
organisational effectiveness in 2025/26.
Chief Financial Officer appointment process
Candidate
specification
The Nomination Committee commenced the search by articulating the key qualities for a CFO at
Trifast. Thespecification articulated the range of expectations in terms of technical, operational and
leadership experience, as well as reflecting the personal attributes needed to work closely with the
CEO, the Board, employees and other key stakeholders
Engagement of
professional advisers and
candidate reviewprocess
The Nomination Committee engaged Russell Reynolds Associates (RRA) to assist with evaluation
of both internal and external talent against the qualities identified. Having engaged with RRA
previously, and given their global approach and track record, they provided support to the Board
in profiling candidates. RRA is a founding member of the Voluntary Code of Conduct for Executive
Search Firms and have been accredited by the Enhanced Code as a leading UK search firm.
Save for its involvement in prior non-executive and executive searches, RRA does not have any
connection with Trifast plc or individual Directors
Longlist and
shortlistreview
RRA provided an initial longlist that was presented to the Committee in May 2024, encompassing a
range of potential candidates from diverse personal and professional backgrounds. The Committee
was able to create a shortlist of candidates shortly after this review
Interviews Initial interviews were led by the interim Chief People and Transformation Officer. Preferred
candidates then met the Audit & Risk Chair (also SID) and CEO. The process spanned the summer
months with regular Board communication during this period
Due diligence
andreferences
Preferred candidates then completed an Executive Assessment run by Leadership Span and RRA,
designed to evaluate competencies, working style, drivers and experiences. RRA assisted with
pre-employment due diligence checks as well as facilitating references. Views from the Company’s
brokers, lenders and auditors were also sought. Leadership Span does not have any connection
with Trifast plc or individual Directors
Recommendation
and approval
Following a robust and rigorous process, the Nomination Committee, working in tandem with the
Remuneration Committee, unanimously decided to recommend Kate Ferguson’s appointment
to the Board for approval in September 2024. Kate was selected due to her strong technical and
operational experience, and her professional performance as interim CFO
Induction Following her permanent appointment, Kate undertook a comprehensive and tailored induction
programme
60 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Responsible Business Committee report
Louis Eperjesi
Chair of the Responsible
BusinessCommittee
Role of the Committee
The role of the Committee is to ensure the
understanding and effective implementation
of the ESG strategy and how it relates to the
broader corporate purpose and vision, as
well as forming part of the Group’s culture.
TheCommittee also works and liaises
with otherBoard Committees to integrate
sustainability in everything we do.
FY25 highlights
• Solar panels fitted at our TR Italy
manufacturing site
• E,D&I Policy approved by the Board
• Employee survey had a positive increase
inboth participation and score
• Introduced mandatory compliance
training for modern slavery, anti-bribery
andcorruption and whistleblowing
• Relaunched whistleblowing awareness
andtraining
• Expanded risks and opportunities with
ESGfocus
Areas of focus for FY26
• Develop a carbon transition plan
• Continue to expand ISO 14001
certificationfor global coverage
• Progress development of a sustainable
product offering
• Continue to develop a sustainable
supplychain strategy
• Enhance the supplier sustainability
riskregister
• Continue to review Code of Conduct
policies and align with IMS
• Develop an ESG strategy for FY27 onwards
• Commence the search for a Board
Fellowappointment
Introduction
As we approach the final phase of delivering
on the commitments outlined in our first
ESG strategy, I’m pleased to share the
progress we’ve made since its launch
in2021.
This report highlights the importance of
responsible business practices and their
rolein sustainable growth, stakeholder
trustand risk management.
When we introduced our sustainability
roadmap, the goal was to support and
enhance our environmental, social and
governance efforts across all Trifast
operations. We intentionally chose not to
address every ESG metric or report on all
aspects, instead, we have focused on the
strategic areas that are most important to
our stakeholders and where we can make
the greatest positive impact.
We have successfully achieved many of
the commitments outlined in our strategy.
One of our main priorities continues to
be reducing carbon emissions across our
facilities, and the Committee remains
confident that we can achieve our carbon
reduction goals.
FY25 highlights
During FY25, several key initiatives were
undertaken to strengthen our commitment
to reduce environmental impact, strengthen
ethical conduct and enhance organisational
culture.
Solar panels were successfully installed at
our TR Italy manufacturing site, marking
a significant step towards reducing our
environmental footprint. Our Equality,
Diversity and Inclusion (E,D&I) Policy
was formally approved by the Board,
underscoring our dedication to fostering
amore inclusive workplace.
We also conducted an employee survey,
which saw a significant increase in
participation, rising to 89% (FY24: 61%),
along with a positive improvement in the
overall engagement score to 7.0 (FY24:
6.7). In terms of compliance, we introduced
mandatory training programmes covering
modern slavery, anti-bribery and corruption
and whistleblowing to reinforce our ethical
standards across the Company. In addition,
whistleblowing awareness and training
was relaunched to ensure continued
transparency and trust across the Group.
Finally, we expanded our assessment of
risks and opportunities, placing a stronger
emphasis on environmental, social and
governance factors in our strategic planning.
Looking ahead to FY26
As we look ahead to FY26, we will be
focusing on several important areas to drive
our sustainability and operational goals.
Developing a carbon transition plan will be
a key priority, helping us move towards a
more sustainable future. We will continue to
expand our ISO 14001 certification to ensure
we have global coverage for environmental
management. Progress continues with
the development of a sustainable product
offering to meet evolving customer
expectations. Alongside this, we continue to
develop a sustainable supply chain strategy.
A supplier sustainability risk register has
been initiated to strengthen procurement
practices and will be further enhanced in
FY26. We will continue to review and update
our Code of Conduct policies, ensuring
they align with our Integrated Management
System (IMS). Finally, we will be laying the
groundwork for our ESG strategy for FY27
and beyond, ensuring we are well-prepared
for continued progress.
Key initiatives were
undertaken to strengthen
our commitment to
reduce environmental
impact, strengthen ethical
conduct and enhance
organisational culture
61 Trifast plc Annual Report 2025
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Responsible Business Committee report continued
Governance framework
Our governance framework is designed
to ensure effective oversight and
implementation of responsible business
practices across the Group.
The Responsible Business Committee
supports the Board in providing strategic
direction on key initiatives. The Responsible
Business Steering Committee plays a crucial
role in supporting the Committee’s decisions
and co-ordinating efforts across the
business. The Executive Leadership Team is
integral to driving these initiatives, ensuring
alignment with our broader business goals.
Additionally, a network of champions,
with representatives from all sites, further
strengthens our governance framework
by ensuring local engagement and
accountability, helping to bring responsible
business practices to life at every level of the
Company.
The Responsible Business Committee met
twice during FY25 to review the progress of
our ESG initiatives. These meetings provide
a platform to assess the effectiveness
of ongoing projects, evaluate strategic
decisions and align next steps. Regular
meetings of the Steering Committee help
to keep key priorities on track and ensure
timely adjustments.
They also allow the team to address
emerging challenges, share insights
and maintain momentum in driving our
responsible business objectives forward.
Collaboration
It is crucial for the Responsible Business
Committee to collaborate closely with
other Board Committees. Climate change
risks, safety and governance issues are
addressed by the Audit & Risk Committee;
diversity, equity and inclusion, along with
employee engagement, are overseen
by the Nomination Committee; and the
Remuneration Committee ensures that
executive compensation and incentives
are directly linked to sustainability targets.
Additionally, sustainability is a core
focus of the Company’s strategic plan,
reinforcing its importance. These examples
demonstrate that our Committee’s work is
closely integrated with other key areas of
the business, ensuring that the Company,
through this Committee, effectively
connects these vital elements of the
roadmap.
The Committee is confident that enhancing
sustainable performance not only drives
long-term value creation but also ensures
the Company remains a responsible
business.
Read more in our being a responsible
business section on pages 23 to 37
Louis Eperjesi
Chair of the Responsible Business Committee
9 July 2025
Case study: TR Italy solar panels
During FY25, our 6,110 square metre manufacturing facility in
Italy underwent an upgrade with the installation of 1,395 solar
panels. These panels are expected to generate approximately
25-30% of the facility’s electricity, making a substantial step
towards reducing its environmental impact.
This upgrade allows for a temperature-controlled reduction of
approximately three degrees Celsius in the production areas,
enhancing the comfort of our employees.
62 Trifast plc Annual Report 2025
Read more on our website:
TR Italy invests in sustainable energy
with solar panel installation
Governance
Financial statements
Additional information
Strategic report

Audit & Risk Committee report
Clive Watson
Chair of the Audit & Risk Committee
Role of the Committee
The Committee’s role is to assist the Board
in fulfilling its oversight responsibilities by
reviewing and monitoring the integrity of the
financial and narrative statements and other
financial information provided to shareholders.
The Committee’s role is central in monitoring
the effectiveness of the Company’s system of
internal controls and risk management as well as
the external audit process and auditors and the
processes for compliance with laws, regulations
and ethical codes of practice.
FY25 highlights
In addition to our routine business we:
• Conducted a tender for external audit
services with a successful appointment
announced in November 2024
• Continued to monitor preparations and
consider the Company’s proposed approach
to ensure compliance with the 2024 edition
of the UK Corporate Governance Code
• Reviewed risk management capabilities
across the Company, assessing risk appetite
Areas of focus for FY26
• Monitoring progress to ensure we are
prepared to comply with new Provision
29of the 2024 edition of the UK
CorporateGovernance Code
• Detailed review of internal controls
based on application of the four lines of
defence model, with particular focus on
fraud-related controls and delegation of
authority
• Ongoing review of the transformation
across the Company’s finance function,
which may have an impact on financial
reporting and audit
• Consider the Company’s ESG assurance
plan, ensuring that it meets emerging
regulatory requirements and enhanced
governance of ESG metrics
Dear shareholder,
I am pleased to present our report for the
year ended 31 March 2025, which outlines
how the Committee has fulfilled its key
objective of providing effective governance
over the Company’s financial reporting
during the year and highlighting the key
priorities for FY26.
Main activities of the Audit &
RiskCommittee
The main activities of the Audit & Risk
Committee during the year are set out in the
table below and are in accordance with the
Committee’s terms of reference which define
the requisite experience and requirements
of the Committee members. The terms
of reference are reviewed annually by the
Committee and approved by the Board and
can be viewed on the Company’s website.
We met five times during the year; however,
during the period of the audit tender, the
Committee communicated and discussed
progress more regularly during these
months. Each Committee meeting normally
occurs prior to a Board meeting, at which an
update on Committee business is provided.
The Committee meetings are held to
coincide with key financial reporting and
audit cycle dates.
We have the ability to call on employees
to assist in our work and obtain any
information required from the Executive
Directors in order to carry out our roles and
responsibilities. As Chair, I also meet with
the Chief Financial Officer, Head of Risk
and Internal Audit and other members of
the Group Finance team. We are also able
to obtain external legal or independent
professional advice if required.
The Committee consider the FY25 Annual
Report as fair, balanced and understandable,
with appropriate and required references
being made throughout the various sections.
Clive Watson
Chair of the Audit & Risk Committee
9 July 2025
The Committee has
fulfilled its key objective
of providing effective
governance over the
Company’s financial
reporting during the year
and highlighting the key
priorities for FY26
63 Trifast plc Annual Report 2025
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Audit & Risk Committee report continued
June 2024 July 2024
August 2024
November 2024 January 2025
• External audit report
from BDO
• Review of auditor
independence and
non-audit fees
(including non-audit
services policy
review)
• Review of critical
accounting policies
and judgements,
litigation risks, Group
tax policies and
arrangements
• Review of Committee
report, agreeing
recommendations
for approval to the
Board
• Risk review on
effectiveness of risk
management, TCFD
and internal controls
• Whistleblowing
update
• Internal audit plan
review and audit
report feedback
• Review of Committee
terms of reference
and Committee
forward planner
• Private discussion
with external
auditors
• Audit tender
shortlisted three
candidates,
discussed relative
merits and
appointment of RSM
• Review of HY1
financial statements
with focus on
disclosures to
judgemental issues
• Risk management
and internal audit
deep dive, reviewing
climate and ESG
assurance and
risks, risk policy
and whistleblowing
matters
• Internal audit
reports and audit
effectiveness review
• Private discussion
with Head of Internal
Audit
• FY25 audit
timetable and
structure, including
RSM audit plan
presentation
• Review of viability
modelling and
proposed changes
• Risk management
update and
principal risks
reviewed
• Internal audit
update – FY26
internal audit plan
approved; Internal
Audit Charter
reviewed and
review of audits
conducted
• Group tax strategy
update and review
• Group treasury
update and review
• Private discussion
with Head of
Internal Audit
• Approval of
auditor’s report
• Audit tender
proposal and
timeline
Audit & Risk Committee meeting calendar
This sets out the matters discussed at each of our meetings during FY25.
64 Trifast plc Annual Report 2025
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Audit & Risk Committee report continued
Audit Committee and the external audit:
minimum standard
The Company and its Audit Committee
apply the ‘minimum standard’ published
by the FRC in 2023. ThisCommittee report
describes how and the extent to which the
Company has complied with the provisions
of the standardduring FY25. There were
no shareholder requests for certain matters
to be covered in the audit during the year,
and there were no regulatory inspections
of the quality of the Company’s audit. An
explanation of the application of the Group’s
accounting policies is provided in note 1 to
the financial statements.
Financial reporting
Our principal responsibility in this area is
the review and challenge of the actions and
judgements of management in relation to
the interim and annual financial statements
before submission to the Board, paying
particular attention to:
• Critical accounting policies and practices
and relevant changes
• Decisions requiring significant
judgements or estimates or where there
isa discussion with the external auditor
• The existence of errors, adjusted or
unadjusted, resulting from the audit
• The clarity of the disclosures and
compliance with accounting standards
and relevant financial and governance
reporting requirements
• Considered and approved the process of
re-tendering for an external auditor and
made recommendations to the Board
• An assessment of the adoption of the
going concern basis of accounting and
a review of the process and financial
modelling underpinning the Company’s
viability statement
• How the impact of climate change is
considered and reflected in the financial
statements and related assessments
• The processes surrounding the Annual
Report and financial statements with
regard to presenting a fair, balanced
and understandable assessment of the
Company’s position and prospects
Internal control and risk management
During FY25, the Committee were updated
on the work to promote the ethics and
governance including the whistleblowing
channel. This included reporting on the
whistleblowing hotline cases, compliance
training monitoring, the update of the
Company’s Code of Conduct, improvements
in supply chain audits and rolling out fraud
prevention training to ‘at risk’ employees.
The Committee’s work in this area is
supported by reporting from the Head of
Internal Audit and Company Secretary.
The Head of Internal Audit updates on
audit reports, her assessment of the
internal control environment, and on any
investigations being conducted into known
or suspected fraudulent or inappropriate
activities.
An ongoing area of focus for the Committee
is in relation to the strength and depth of
the finance team’s capability, the quality
and efficiency of responses to findings
of internal audit visits, including whether
learning has been shared more widely
across the Company to mitigate the risk
of recurrence and to share good practice
and the quality of the discussions around
regional risks and progress against strategic
and transformation initiatives.
The Committee also received annual updates
on tax and treasury strategies and monitor
regular IT and technology presentations
to the Board from the Chief Information
Officer. The Committee were also updated
throughout the year on the preparations to
ensure compliance with the 2024 edition of
the UK Corporate Governance Code. The
Committee received an overview of the
requirements of the newly published Code in
June 2024 and a further progress update in
November 2024.
Internal audit
The Committee has a responsibility to
monitor the effectiveness of the Company’s
internal audit function. The Committee
continue to recognise this function is in
its infancy but is a critical component in
monitoring the control environment in the
Company. Throughout the year the Head of
Internal Audit keeps the Committee Chair
abreast of her work and reviews. The results
of the audits and progress against the audit
plan are reported to the Committee, with
particular focus on high priority findings and
management responses. Private discussions
between the Committee and Head of
Internal Audit are held during the year.
The IIA Global Internal Audit Standard
(2024) was adopted as the basis for the
internal audit framework, along with the
IIA Code of Conduct, both of these being
used to establish the Internal Audit Charter,
which was considered and approved by
theCommittee.
External audit
The Committee is responsible for
recommending to the Board the
appointment, re-appointment, remuneration
(including non-audit services) and removal
of the external auditor. When considering
whether to recommend the re-appointment
of the external auditor, the Committee
considers a range of factors, including
the effectiveness of the external audit,
the period since the last audit tender was
conducted and the ongoing independence
and objectivity of the external auditor. After
reflecting on the FY24 audit and undertaking
a review of the Company’s future audit needs,
the Committee and the Board determined
that it was the right time to initiate an
external audit tender. Accordingly, an external
audit tender process was run in FY25.
65 Trifast plc Annual Report 2025
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Audit & Risk Committee report continued
External audit continued
The tender process was led by the
Chief Financial Officer, who involved
the Committee at every stage and
decision point. Following competitive and
comprehensive submissions from candidate
firms, which also involved interviews with
other stakeholders across the Company,
including the Company Secretary and
Regional Financial Directors, references were
taken, and the Committee appointed RSM
UK Audit LLP on 29 November 2024.
Shareholder approval will be sought for this
appointment at the AGM in September 2025.
Viability and going concern statement
The Committee is responsible for approving
the going concern assessment and viability
statement. The Company’s going concern
assessment is to provide assurance that the
Company is a going concern and capable
of funding its subsidiaries for a minimum
of 12 months from the date of signing the
accounts. The viability statement assesses
the long-term viability of the Company over
a three-year period.
Both assessments require consideration of:
1. The Company’s future and strategy
2. The Company’s current financial position
3. Financial projections including cash
flow forecasts, use of debt facilities and
associated covenants
4. The impact of climate-related risks
including the Carbon Border Adjustment
Mechanism (CBAM)
These assessments rely on the outputs from
the budgets and forecasts prepared by
management.
The Committee engages in the approval of
these budgets and forecasts and challenge
management to ensure key risks and
uncertainties (including climate and ESG
risks) have been appropriately considered.
To further determine the level of downside
before the Company would be at risk of
breaching its debt covenants, management
applied reverse stress testing to our viability
case. After considering the risks and
assessments, the Board and the Committee
believe there is a reasonable expectation the
Company will be able to continue to operate
and meet its liabilities as they fall due over
the foreseeable future and it is appropriate
to continue to adopt the going concern basis
in preparing the Group financial statements.
More information concerning the viability
and going concern statements and the
TCFD reporting, can be found on pages 48
and49, 38 to 40 and within the principal
andemerging risks on pages 43 to 47.
Recoverability of customer‑specific
inventory
The Group has bespoke customer-specific
products for which there is a risk over
recoverability if any contractual obligations
to acquire outstanding stock are waived.
Given the size of the customer-specific
inventory balance, and the complexity
involved in estimating customers’ changes
in future demand, there is a risk that the
valuation of the inventory provision is
inappropriate. The Committee is satisfied
that sufficient focus is given to this
whole area and that provisions made for
customer-specific inventory are adequate.
Goodwill impairment
Goodwill in the Group balance sheet
is significant and subject to an annual
impairment test and ongoing reviews to
identify indicators of impairment. The
recoverability of goodwill is dependent on
estimating both cash flows and appropriate
discount rates to apply in a value in use
calculation. Given the size of the goodwill
balance, and the complexity of estimating
both cash flows and discount rates, the
Committee considers goodwill impairment
to be an area of material estimation.
Hence there is a risk that the valuation of
goodwill is inappropriate. The Committee
has reviewed the projected cash flows and
discount rates used in the valuation model
and the disclosures provided in note 13 of
the financial statements. The Committee is
satisfied that the year-end goodwill balance
is appropriately valued.
Non‑financial reporting
The Committee is acutely aware of the
emerging and current requirements in
sustainability matters and reporting. In
November, the Committee were presented
with a general progress update around
ESG assurance activities. This provided the
Committee with an overview of this work,
which is supported by the Responsible
Business Committee, and how it will be
monitored over time as new requirements
emerge.
66 Trifast plc Annual Report 2025
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Additional information
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Audit & Risk Committee report continued
Internal controls and risk management
Committee activity during FY25
During the financial year, the
Committee were updated regularly on
the work performed by the Head of
Risk and the Group Risk Committee,
including:
• Summary reports of deep dive
reviews of principal and emerging
risks
• Changes to the risk and controls
framework in line with Corporate
Governance Code changes
• Three-year plan for risk
• External review of risk management
and insurance
The Group Risk Committee is made up
of the Chief Executive, Chief Financial
Officer, Company Secretary and Chief
Commercial Officer and co-ordinated
by the Head of Risk. The Group Risk
Committee meet three times a year to
review the Company’s principal and
emerging risks and also discussed risk
scoring, risk appetite and mitigations,
which is then reported to the Audit &
Risk Committee by the Head of Risk
A three-year plan for risk was
established, including a timeline for
using business scenario workshops,
to challenge existing controls and
support development of controls
documentation, particularly with
regard to fraud-related controls. The
Committee also established ‘controls
effectiveness’ as a standing agenda
item
In response to incidents of fraud, the
Group initiated a thorough review of
internal controls and took immediate
action to enhance communication and
fraud awareness across the business
The Committee also received updates
on tax and treasury strategy and risk
management
Non‑financial reporting
Committee activity during FY25
The Committee continues
to receive updates on ESG
assurance and, in particular,
climate-related risks and TCFD.
The objective of these updates
is to provide the Committee with
an overview of the current and
anticipated regulatory landscape,
its impact on Trifast and how
the Company will meet these
requirements. The anticipated
ESG roadmap is expected to be
available for them for review in
FY26
Financial reporting
Committee activity during FY25
During the year, the Committee
reviewed the integrity of the
financial statements (including
the Annual Report and Half-year
Report) and announcements
related to financial performance
The Committee advised the
Board whether, in the ARC’s
view, the Annual Report taken
as a whole is fair, balanced and
understandable and provides
the information necessary
for shareholders to assess
the Company’s position and
performance, business model
and strategy
The Committee reviewed and
discussed with management the
key assumptions, judgements
and estimates as detailed in note
30 of the financial statements
The Committee reviewed the
appropriateness of transactions
presented in Alternative
Performance Measures (APMs) to
compare relevant results for the
period presented in the financial
statements
67 Trifast plc Annual Report 2025
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Audit & Risk Committee report continued
External audit tender
Committee activity during FY25
Internal audit plan
Committee activity during FY25
The three-year internal audit plan
is based on the 12 sections of the
Company’s financial controls manual
and considers the links to the principal
risks in each section. Four assurance
audits are scheduled each financial
year. In addition to the three-year
plan, additional audits are conducted
to support the business as the need
arises, and particularly in relation to
whistleblowing matters
The areas covered by the FY26
scheduled audits are:
• Leadership and strategy (including
financial planning, budgets and
management charges)
• Suppliers and purchasing (including
supplier assessment and approval,
payments, supplier data and
purchase order placement)
• Cash (including bank accounts,
covenants)
• Intercompany (including product
sales and management re-charges)
In assessing whether to
recommend the re-appointment
of the external auditor, the
Committee considers several
factors, including audit quality
and expertise, value for money
and the auditor’s independence
and objectivity
During the year, the Group
undertook a formal and
comprehensive external audit
tender process, led by the CFO
and Head of Financial Reporting.
Participating firms were invited
to tender, held discussions with
the Audit & Risk Committee
Chair, CFO, CEO and Senior
Management, and submitted
both written proposals and oral
presentations
Following this rigorous process,
the Committee recommended
the appointment of RSM UK
Audit LLP as the Group’s external
auditor for the FY25audit.
TheGroup’s lead audit partner
isIan Wall
Internal audit
Committee activity during FY25
Internal audit has a key role to
play in protecting value across
the organisation, and its role and
mandate is reviewed annually by
the Committee
The Committee reviewed and
approved the Internal Audit
Charter, which includes a
timetable for an external review
of internal audit effectiveness,
and the internal audit plan, which
is aligned to the financial controls
manual and the principal risks
The Committee also received
reports regarding the
effectiveness of the internal audit
68 Trifast plc Annual Report 2025
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Independence policy and non‑audit services
Committee activity during FY25
Audit & Risk Committee report continued
Auditor effectiveness
Committee activity during FY25
The Committee recognises that the
effectiveness of the external audit
depends on robust risk identification
and high-quality planning. RSM UK
Audit LLP presented their audit
plan in January 2025, shortly after
appointment, setting out their risk
assessment and proposed approach
Our evaluation of audit effectiveness
considered the quality of auditor
judgement, sector knowledge,
challenge to management and the
clarity of communication. Feedback
was also obtained from management
and internal audit, alongside a review
of the latest FRC Audit Quality
Inspection & Supervision Report
The Committee was satisfied that
RSM focused appropriately on key
risk areas and demonstrated a strong
understanding of the Group and its
operations. The hybrid audit approach
(remote and on-site) was well managed
and efficient
The Committee held two private
meetings with the external auditor
RSM UK Audit LLP in the financial
year. This provided opportunity for
open dialogue and feedback to the
Committee and the auditor, without
executive management
Matters discussed included the
auditor’s assessment of the business
risks and management activity,
the quality of the audit process,
the transparency and openness
of management interactions,
confirmation that there had been no
restriction in scope placed on them by
management and how they exercised
professional scepticism and challenged
management assumptions
In addition, the Chair of the Audit &
Risk Committee maintained regular
contact with the RSM Engagement
Leader outside of formal meetings,
supporting continued oversight and
responsiveness to emerging matters
throughout the audit cycle
Based on the work undertaken and
feedback received, the Committee is
satisfied with the effectiveness and
quality of the FY25 external audit
A formal policy exists which provides
guidelines on any non-audit services
which may be provided and ensures
that the nature of the advice to be
provided cannot impair the objectivity
of the auditor’s opinion on the Group’s
financial statements
The policy makes it clear that only
certain types of services are permitted
to be carried out by the auditors.
The policy also establishes a formal
authorisation process, including either
the tendering for non-audit services
or pre-approval by the Committee,
for allowable non-audit work. Where
the expected cost of the service is in
excess of 70% of the average of the
statutory audit fee for the last three
years, the approval of the Audit & Risk
Committee Chair is required
The auditor confirms their
independence annually. The
independence rules allow a maximum
of five years for the lead audit partner
of the Group. Ian Wall is in his first year
as RSM Group audit partner
Fees payable to RSM UK Audit LLP in
respect of audit services, as set out
in note 5 of the Annual Report, were
approved by the Committee after
a review of the level and nature of
work to be performed and after being
satisfied that the fees were appropriate
for the scope of work required
During FY25, neither RSM UK Audit
LLP nor our previous auditors, BDO
LLP, provided any non-audit services
to the Group
Having considered the relationship
with RSM UK Audit LLP, their
qualifications, expertise, resources
and effectiveness, the Committee
concluded that they remained
independent and effective for the
purpose of FY25. As a result, the
Committee recommended to the
Board that RSM UK Audit LLP should
be re-appointed as auditor at the next
AGM
69 Trifast plc Annual Report 2025
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Directors’ remuneration report
Laura Whyte
Chair of the Remuneration Committee
Role of the Committee
To set the remuneration of the Executive
Directors such that it attracts talented
individuals and is fair in rewarding progress
against the Company’s strategic plan and
performance.
FY25 highlights
• Implemented the Directors’ Remuneration
Policy which was approved at our 2024
AGM
• Review and approval of remuneration
decisions with regard to the promotion
ofthe Chief Financial Officer
• Review of wider workforce considerations
which resulted in a Group-wide pay award
Areas of focus for FY26
• Continued focus on pay for performance
and executive remuneration considerate
of wider stakeholder experience including
shareholders and employees
• Monitor Group-wide incentive schemes and
ensure these are aligned to the business
performance
Introduction
On behalf of the Remuneration Committee
(the ‘Committee’), I am pleased to present
the Directors’ remuneration report for the
year ended 31 March 2025. I was delighted
that over 91% of shareholders that voted
were in favour of our updated Directors’
Remuneration Policy (the ‘Policy’) at the
2024 AGM and this report sets out how
we have implemented it and the other key
decisions taken by the Committee in FY25,
including those relating to the promotion
of Kate Ferguson to Chief Financial Officer.
On behalf of the Committee, I would like to
thank the shareholders who took the time
to consider the Remuneration Policy and
provide valuable feedback.
The sections contained in this report are:
• The annual statement from the Chair
ofthe Remuneration Committee
• The annual report on remuneration
This report has been prepared by the
Committee in accordance with the relevant
legal and accounting regulations and has
been approved by the Board.
Role and activities of the Committee
The primary role of the Committee is
unchanged, which is to provide our
Executive Directors with remuneration that
motivates and aligns them with delivery of
our strategy and creates shareholder value
in a sustainable manner.
In addition, it is our duty to ensure
that the remuneration received by the
Executive Directors is proportionate to
the performance achieved and the returns
received by shareholders. The main activities
of the Committee were as follows:
• Implementation of the Policy
• Determination of Kate Ferguson’s
remuneration package
• Determination of the final remuneration
outcomes for FY25
• Determining the appropriate FY26 annual
bonus targets
• Oversight of the remuneration aspects of
Senior Management and wider workforce
pay and policies
• Consideration of our gender pay
reporting summary
• Review the Remuneration Committee’s
terms of reference
Chief Financial Officer
Kate Ferguson, the Group Financial
Controller, assumed the role of interim CFO
on 22 February 2024 and was subsequently
appointed to the Board as the permanent
CFO on 10 September 2024. The Committee
determined Kate’s FY25 remuneration
package in line with the Policy as follows:
• Salary of £270,000
• Pension contribution of 5% of salary
• Benefits in line with the Policy
• 150% of salary FY25 maximum annual
bonus opportunity
• One-off grant of market priced options
under the FY25 LTIP, equivalent to 1.3%
of ISC
I would like to thank the
shareholders who took
the time to consider the
Remuneration Policy and
provide valuable feedback
70 Trifast plc Annual Report 2025
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Directors’ remuneration report continued
FY25 Company performance
We have delivered the first stage of our
Recover, Rebuild, Resilience transformation
through significant organisational change
and strategic actions. In particular, the Group
delivered a strong financial performance,
underpinned by continued focus on the
self-help initiatives. Revenues for FY25 were
£223.4m, with underlying EBIT in line with
expectations at £14.9m, which represents an
improving margin of c.6.7%.
The Group achieved its targeted cost
savings for FY25, with further initiatives
identified which will drive incremental
benefits in FY26 and beyond. The balance
sheet has continued to strengthen through
disciplined and focused actions on working
capital and cash generation, resulting in a
net debt to EBITDA ratio of c. 1.0x at the
year end.
Whilst the macroeconomic backdrop is
evolving and remains uncertain, we are
confident of delivering further performance
improvement through management actions
and remain well positioned for growth
within our target sectors. As a result, we
are confident in the fundamentals of our
business model and in our ability to deliver
against our medium-term margin and
returns targets.
FY25 remuneration outcomes
Annual bonus
Given the Company’s performance set out
above, we are pleased to say that on-target
performance was achieved against the
underlying profit before tax target, resulting
in 53.9% of the bonus paying out under
this metric. There was no payout under the
average working capital metric and there
was a full payout under the operational and
strategic elements. Therefore, the resulting
FY25 annual bonus payable to the Executive
Directors was 52.3% of maximum and the
Committee noted that the outcome reflected
underlying Company performance, 50% of
the bonus will be deferred into shares for
three years. Full details of the performance
against each of these targets are set out on
page 86.
Long‑Term Incentive Plan (LTIP)
Vesting
The current Executive Directors were
not in office when the FY23 LTIP award
was granted on 6 September 2022, the
performance period of which ended on
31March 2025. For completeness, the award
was assessed against EPS (70%weighting)
and relative TSR (30% weighting) targets.
Trifast’s performance was below the
threshold level for each of these, which
resulted in nil vesting. The Committee noted
that the FY23 LTIP vesting outcome was
aligned with Company performance as well
as shareholders’ experience.
Full details of Trifast’s performance against
the FY23 LTIP targets are provided on
page87.
Overall
The Committee is comfortable that the
Policy operated as intended and that the
overall FY25 remuneration paid to Executive
Directors was appropriate. Therefore, the
Committee did not exercise any discretion.
Grant under the FY25 LTIP
The Committee awarded a one-off grant of
market priced options under the FY25 LTIP,
equivalent to 2.2% of issued share capital
(ISC) for Iain Percival and 1.3% of ISC for
Kate Ferguson on 10 September 2024. The
options were granted with an exercise price
of £0.8056.
The options will vest when share price
hurdles have been met during a five-year
period beginning on the date of grant
with a minimum hurdle of 90p increasing
in equal steps up to a maximum target
of 140p. Any options that have met a
share price hurdle, although vested, will
be subject to a continued employment
condition. In addition, to align with the UK
Corporate Governance Code, a performance
underpin will apply to the awards such that
the Committee will be required to assess
underlying corporate performance ahead
ofthe exercise of any options.
Options will become exercisable as follows:
• Options that vest before the third
anniversary of grant: One-third of these
vested options will become exercisable
on the third, fourth and fifth anniversary
of grant
• Any further options that vest between
the third and fourth anniversary of grant:
Half of these vested options will become
exercisable on the fourth and fifth
anniversary of grant
• Any further options that vest between
the fourth and fifth anniversary of
grant: These vested options will become
exercisable on the fifth anniversary of
grant
In line with the UK Corporate Governance
Code, a holding period will apply such that
the executives cannot sell any shares until
the fifth anniversary of grant, albeit they will
be able to sell shares to cover any tax falling
due on exercise. The awards also incorporate
best practice features, including malus and
clawback, and Committee discretion to
override the formulaic outcome if it is out of
line with underlying Company performance.
Wider workforce considerations
In terms of the wider workforce, and to
reflect the need to ensure our rates of
pay keep track with inflation, an average
increase of 2.5% will be applied in the UK
from 1 July2025. This cost-of-living increase
approach has also been applied across all of
our global workforce. We are also improving
the benefits across the Group, including
holiday and healthcare. The Committee
is delighted that bonus payments were
reinstated for eligible employees for FY25.
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Directors’ remuneration report continued
Wider workforce considerations continued
The current focus in relation to
engagement has continued to centre
around communicating regularly with our
employees and conducting employee
surveys. Our surveys focus on our culture
and the wellbeing of employees.
We have continued to engage with
our workforce to get open and
engaging feedback. The engagement
survey results were presented to the
Nomination Committee, with a refresh
of the engagement process to ensure
the Non-Executive Directors get a true
and direct view on key topics across the
Company. As the Non-Executive Directors
visit sites, we will take a structured approach
to gain insights into leadership, capacity,
communication, work/life balance and the
culture within the business. We are keen
as a wider Board to ensure that the newly
stated values are truly brought to life in how
we support our colleagues and operate as a
business.
The refreshed approach will help us measure
the adoption of the values in daily working.
Read more about our employee engagement
on pages 15 and 25.
We also published our eighth gender pay
gap report in March 2025 (relating to the
report for April 2024).
We were pleased to see that our median
gender pay gap of nil (i.e. our female
employees are paid the same as our
male employees) and the median bonus
gap of nil demonstrates that Trifast is an
equal opportunities organisation. We are
also proud that we have bonus schemes
covering a significant number of our
employees. Ourgender pay gap report
can be found onour corporate website at
www. trfastenings.com.
We continue to be committed to creating
an inclusive working environment and to
rewarding all our employees in a fair manner
and believe they should be able to share in
the success of the Company. To facilitate
this, we operate a popular Save As You Earn
(SAYE) share plan which is open to all UK
employees and are delighted that so many
of them are currently enrolled.
Implementation for FY26
We set out the proposed implementation of
the Policy for FY26 below:
Salary
The Committee has determined that, in line
with the wider UK workforce, the CEO and
CFO will receive a 2.5% increase in base
salary for FY26.
Pension
The pension contribution for FY26 for the
CEO and CFO will continue to be 5% of
salary, in line with the rate available to the
majority of the workforce.
Annual bonus
The Committee determined the maximum
annual bonus opportunity at 150% of
salary for the CEO and the CFO. In line
with standard market practice, the Policy
provides the Committee with the flexibility
to determine the appropriate bonus
measures, weightings and targets each
year. The performance measures for the
FY26 annual bonus will be 60% based on
underlying profit before tax (UPBT) targets,
20% on average working capital percentage
targets and 20% based on strategic and
operational targets which will be linked to
the execution of the transformation plan and
include specific sustainability objectives.
Additionally, no bonus payment can be
made unless threshold UPBT performance
has been achieved. Performance targets
set by the Committee will be challenging
but with an appropriate probability of
payout and disclosed in detail in next year’s
remuneration report. In line with the Policy,
50% of any bonus payable will be deferred
into shares for three years.
LTIP
Given the one-off nature of the option
awards granted to the Executive Directors in
FY25, as set out above, there will be no LTIP
awards granted to the Executive Directors in
FY26.
Non‑Executive Chair and Director fees
In line with the approach for the Executive
Directors and wider UK workforce, there will
be a 2.5% increase to Non-Executive Chair
and Non-Executive Director fees for FY26.
Conclusion
The Committee is comfortable that the
operation of the Policy in FY25 was in line
with the best interests of the Group and will
incentivise and retain those team members
who are critical to executing our business
strategy and driving the long-term creation
of value for shareholders. We look forward
to your support for the advisory vote on
the annual report on remuneration at the
forthcoming AGM.
Finally, I would like to recognise the
contribution of all colleagues this year.
Theirefforts have been instrumental in
delivering the first stage of our Recover,
Rebuild, Resilience transformation and in
positioning the Group for future growth.
Iamextremely grateful for their hard work
and for the support they have shown to
eachother as well as to our customers.
Laura Whyte
Chair of the Remuneration Committee
9 July 2025
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Directors’ remuneration report continued
Annual report on
remuneration
This section of the remuneration report
contains details as to how the Policy was
implemented during FY25 and also covers
how it will be operated in FY26. In the
first part of this report, we have also set
out information with regard to our wider
workforce and pay fairness.
Pay at Trifast
To attract and retain high-calibre individuals,
we aspire to become an employer of choice
within our sector, maintaining a competitive
reward package that balances fairness to
our colleagues as well as responsible use of
shareholders’ funds. Our pay principles are
as follows:
• Support the recruitment and retention
ofhigh-quality colleagues
• Enable us to recognise and reward
colleagues appropriate to their
contribution and achievement of
objectives
• Help to ensure that decisions on pay are
managed in a fair, just and transparent
way
• Create a direct alignment between our
company culture and our reward strategy
Through the application of these principles,
the Company has continued to attract
industry specialists with global experience
atsenior levels.
Summary of the Directors’
RemunerationPolicy
The current Directors’ Remuneration
Policy was approved by shareholders at
the AGM on 10 September 2024. A copy
of the full Remuneration Policy can be
found in the Company’s 2024 Annual
Report and Accounts on pages 131 to
146. The key elements from the Directors’
Remuneration Policy, and how it will be
implemented for FY26, are summarised
below. TheCommittee does not intend to
deviatefrom the Policy in FY26.
Element Policy summary Implementation for FY26
Base salary Base salary is reviewed annually by the Committee and determined on
1 July each year. The Committee will target median salaries within FTSE
Small Cap Index companies. Salary increases for Executive Directors
will not normally exceed the average increase which applies across the
wider Trifast UK employee population
Larger increases may be awarded in certain circumstances, including
where strategic imperatives have progressed, a material change in
the role and responsibilities and when an Executive Director has been
appointed either internally or externally at below the market level to
reflect experience
The Committee also considers the impact of any base salary increase
on the total remuneration package
The Committee has determined that the CEO and CFO will receive an
increase in base salary of 2.5% for FY26, in line with the increase for the
wider UK workforce.
Iain Percival – £410,000
Kate Ferguson – £276,750
Pension and benefits Executive Directors will receive a pension contribution, in line with the
rate available to the majority of the workforce
The Company will provide market-competitive benefits to Executive
Directors and reimburse any necessary and reasonable business
expenses
The pension contribution for FY26 for the CEO and CFO will be 5% of
salary, in line with the rate available to the majority of the workforce
No change to benefit provision
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Element Policy summary Implementation for FY26
Annual bonus Maximum opportunity of 150% of salary. 50% of any bonus earned will
bepaid in shares deferred for three years
Performance measures, weightings and targets will be set by the
Committee each year
Payout for threshold performance at 25% of maximum, and payout for
on-target performance at 50% of maximum
Malus and clawback provisions apply. Dividend equivalents may be
payable on deferred shares
The Committee has overriding discretion to change the formulaic
outcome (both downwards and upwards) if it is out of line with
underlying performance of the Company
The Committee awarded a FY26 bonus with a maximum opportunity of
150% of salary to the CEO and the CFO
The Committee determined that the performance measures and
weightings will be as follows:
• 60% based on underlying profit before tax (UPBT) targets
• 20% based on average working capital % targets
• 20% based on strategic and operational targets based on the
execution of the transformational plan, and include specific
sustainability objectives
• No bonus payment can be made under the average working capital
% element or the strategic and operational element unless threshold
UPBT performance has been achieved
Targets are deemed commercially sensitive and will be disclosed in the
FY26 Annual Report
In line with the Policy, payout for threshold performance is 25% of
maximum, and payout for on-target performance is 50% of maximum
Annual report on remuneration continued
Summary of the Directors’ RemunerationPolicy continued
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Element Policy summary Implementation for FY26
FY25 LTIP One-off grant of a fixed number of market priced options where the
exercise price is set equal to Trifast’s share price shortly before the date
of grant. These awards were granted on 10 September 2024 and will be
the only long-term incentive award granted to the Executive Directors
over the three-year Policy period
The options will vest when share price hurdles have been met during a
five-year period beginning on the date of grant
The CEO and CFO will have a maximum award of market priced options
which is equivalent to 2.2% and 1.3% of the issued share capital (ISC)
respectively
Any options that have met a share price hurdle, although vested, will be
subject to a continued employment condition
A performance underpin will apply to the awards such that
the Committee will be required to assess underlying corporate
performance ahead of the exercise of any options
Options will become exercisable as follows:
• Options that vest before the third anniversary of grant: One-third
of these vested options will become exercisable on the third, fourth
and fifth anniversary of grant
• Any further options that vest between the third and fourth
anniversary of grant: Half of these vested options will become
exercisable on the fourth and fifth anniversary of grant
• Any further options that vest between the fourth and fifth
anniversary of grant: These vested options will become exercisable
on the fifth anniversary of grant
A holding period will apply such that the executives cannot sell any
shares until the fifth anniversary of grant, albeit they will be able to sell
shares to cover any tax falling due on exercise
Malus and clawback provisions apply
Overriding discretion in line with annual bonus
Given the one-off nature of the option awards granted to the Executive
Directors in FY25, there will be no LTIP awards granted to the Executive
Directors in FY26
Annual report on remuneration continued
Summary of the Directors’ RemunerationPolicy continued
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Element Policy summary Implementation for FY26
Minimum shareholding
requirements
Shareholding requirement of 250% of salary over five years from Policy
adoption while in employment. Additionally, there is a requirement
to continue to hold shares equivalent to the minimum of actual
shareholding on cessation of employment and the in-employment
shareholding requirement for a period of two years following
termination of employment
The shareholding requirement in FY26 will be 250% of salary
Post-employment shareholding requirement will also apply where
applicable
Non-Executive Director
fees
It is anticipated that increases to Chair and NED fee levels will typically
be in line with market levels of fee inflation and the increase awarded
to the wider Trifast UK employee population. Larger increases
above this may be awarded in certain circumstances, for example
a material change in the time commitment or responsibilities of the
Non-Executive Director. Additional fees may be payable in instances
where work performed is outside of the scope of the individual’s role
and responsibilities
The Company targets FTSE Small Cap median fees
In line with the approach for the Executive Directors and the wider UK
workforce, there will be an increase to Non-Executive Director fees of
2.5% for FY26.
• Chair: £138,375
• NED: £46,125
• SID: £6,000
• Committee Chair: £8,000
• Committee membership: £5,000
Executive Directors are also entitled to participate in the Company’s all employee share plan (SAYE) operated in the UK
Annual report on remuneration continued
Summary of the Directors’ RemunerationPolicy continued
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Annual report on remuneration continued
Linking our Remuneration Policy with our business strategy
Our Policy has been designed to align with the Group’s updated strategy. Below we have set out how each performance measure within our incentive structure links back to our key
objectives. Note: Given the one-off nature of the option awards granted to the Executive Directors in FY25, there will be no LTIP awards granted to the Executive Directors in FY26.
Our key objectives
Annual bonus FY25 LTIP
read more on page 12
read more on page 10
Focused
growth
Operational
efficiency
read more on page 9
Margin management
Organisational effectiveness
Focused growth
Operational efficiency
Margin
management
read more on page 11
Organisational
effectiveness
KPIs
Margin
management
Focused
growth
Organisational
effectiveness
Operational
efficiency
Underlying profit before tax (%)
Working capital as a
percentage of revenue (%)
Underlying ROCE (%)
CO
2
e reduction
Lost time incident rate
Employee engagement
Underlying PBT
Link to strategy, focused on:
Share price hurdles
Link to strategy, focused on:
• Margin management
• Focused growth
• Shareholder value
• Focus on performance
• Margin management
• Operational efficiency
• Shareholder value
• People, culture and safety
• Sustainability
• Innovation
• Technology
• Commercial excellence
• Focus on gross margin improvements
and operational efficiencies
• Focus on organic growth
Average working capital %
Link to strategy, focused on:
Shareholding guidelines
Link to strategy, focused on:
Strategic/operational
Link to strategy, focused on:
Corporate performance underpin
Link to strategy, focused on:
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Annual report on remuneration continued
How the Company addressed factors in Provision 40 of the 2018 UK Corporate Governance Code (‘Code’)
The Code requires the Committee to determine the policy and practices for Executive Directors in line with several factors set out in Provision 40. The following table sets out how the
Policy aligns with Provision 40 of the Code, the objective of which is to ensure the remuneration operated by the Company is aligned to all stakeholder interests, including those of
shareholders.
Remuneration factors How the Committee has addressed this in the Remuneration Policy
Clarity – remuneration arrangements should be
transparent and promote effective engagement
with shareholders and the workforce
The Company’s performance-based remuneration is designed to support the implementation of the Company’s strategy as
measured through its KPIs and share price growth. There is transparency over the performance metrics in place for both annual
bonus and the FY25 LTIP and there is a clear link between long-term value creation and the provision of reward to Executive
Directors and Senior Management
Simplicity – remuneration structures should
avoid complexity and their rationale and
operation should be easy to understand
The market standard annual bonus structure and market value option-based FY25 LTIP are well understood by shareholders and
participants alike
Risk – remuneration arrangements should
ensure reputational and other risks from
excessive rewards, and behavioural risks that
can arise from target-based incentive plans are
identified and mitigated
Identified risks have been mitigated as follows:
• Deferring 50% of annual bonus into shares and the holding period on the FY25 LTIP, until the fifth anniversary of grant, helps
ensure that the performance earnings awards is sustainable and thereby discourages short-term behaviours
• Aligning reward to the agreed strategy of the Company
• Reducing the awards or cancelling them if the behaviours giving rise to the awards are inappropriate, through malus and
clawback
• Reducing annual bonus or FY25 LTIP awards or cancelling them, if it appears that the criteria on which the award was based
does not reflect the underlying performance of the Company
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Remuneration factors How the Committee has addressed this in the Remuneration Policy
Predictability – the range of possible value of
rewards to individual Directors and any other
limits or discretions should be identified and
explained at the time of approving the Policy
The Remuneration Committee has good line of sight and control over the potential performance outcomes, and the actual and
perceived value of incentives
The Policy sets out the potential remuneration available in several performance scenarios (see page 139 of the 2024 Annual
Report)
Proportionality – the link between individual
awards, the delivery of strategy and the
long-term performance of the Company
shouldbe clear. Outcomes should not
rewardpoor performance
One of the key strengths of the approach of the Company to remuneration is the direct link between the returns strategy and the
value received by Executives
The schematic on page 139 of the 2024 Annual Report sets out the potential remuneration available in several performance
scenarios
Alignment to culture – incentive schemes
should drive behaviours consistent with
Company purpose, values and strategy
The FY25 LTIP and annual bonus deferral reward long-term sustainable performance. This focus on long-term sustainable value
isa key tenet of the Company’s strategy
Annual report on remuneration continued
How the Company addressed factors in Provision 40 of the 2018 UK Corporate Governance (‘Code’) continued
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Annual report on remuneration continued
How the Committee is informed on wider workforce pay
To build the Remuneration Committee’s understanding of reward arrangements applicable to the wider workforce, the Committee is provided with data on the remuneration structure
for management level tiers below the Executive Directors and pay outcomes for these roles. The Committee has developed a process whereby it will be provided with feedback from the
Company’s various engagement tools, such that it has access to further context in making decisions on future pay outcomes. This information is combined with the insights the Committee
gains during site visits led by Laura Whyte, who is the Designated Non-Executive Director for employee engagement. The Committee uses this information to ensure consistency and
fairness of approach throughout the Company in relation to remuneration.
Alignment between wider workforce pay and Directors’ Remuneration Policy
Trifast aims to provide a remuneration package for all employees which is market competitive and operates a similar structure as for the Executive Directors. The Company’s remuneration
philosophy for all employees from the Executive Directors downwards is that they should have a meaningful element of performance-based pay. For Executive Directors, the LTIP and
50% of the annual bonus is provided in shares to ensure a focus on long-term sustainable value creation and to align their experience with that of shareholders. The Company’s FY25 LTIP
extends to the Executive Leadership Team and the majority of the wider workforce participates in a performance-based discretionary bonus. The Company also has a Save As You Earn
scheme (SAYE) for all UK employees in order to increase levels of share ownership throughout the Company and allow employees to share in its success.
The table below illustrates the cascade of our reward structure from Executive Directors to the wider employee population.
Fixed
remuneration
Annual
bonus – cash
Annual
bonus – deferral LTIP
UK employee
share scheme
(SAYE)
Executive Directors Y Y Y Y Y
Executive Leadership Team Y Y N Y Y
Senior Management Y Y N N Y
Wider workforce Y Y N N Y
The Committee is satisfied that the approach to remuneration across the Company is consistent with the Company’s principles of remuneration. In the Committee’s opinion, the approach
toexecutive remuneration aligns with the wider Company pay policy and there are no anomalies specific to the Executive Directors.
CEO pay ratio
The table below sets out the ratios of the CEO single total figure of remuneration to the equivalent pay for the lower quartile, median and upper quartile of UK employees.
Pay ratio
Year Method 25th percentile 50th percentile 75th percentile
FY25 Option A 29:1 24:1 15:1
FY24 Option A 15:1 13:1 8:1
FY23 Option A 19:1 15:1 10:1
FY22 Option A 24:1 19:1 13:1
FY21 Option A 17:1 14:1 9:1
FY20 Option A 18:1 14:1 10:1
The CEO remuneration figure is as shown in the single total figure for Executive Directors’ remuneration table on page 85. The remuneration figures for the employee at each quartile were
determined as at 31 March 2025. Each employee’s pay and benefits were calculated using each element of employee remuneration, consistent with the CEO, on a full-time equivalent basis.
No adjustments (other than to achieve full-time equivalent rates through simple proration) were made and no components of pay, except SAYE awards consistent with FY24, have been
omitted.
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continued
CEO pay ratio continued
Bonus payments included in total pay and
benefits for below Board employees are
those paid in the year to 31 March 2025
rather than those earned in the same period.
The salary and total pay and benefits for the
employee at each of the 25th, 50th and 75th
percentiles are as shown in the table below:
Pay data
Base
salary
£000
Total pay
and benefits
£000
CEO 400 756
Employee at 25th
percentile 24 26
Employee at 50th
percentile 28 32
Employee at 75th
percentile 45 52
We have chosen methodology option A
for the calculation, to identify the three UK
employees at each of the quartiles as at
31March 2025. In line with the regulations, all
employees across our four UK subsidiaries
were used in the calculation. This method
was chosen given its robustness in
determining these three percentile for UK
employees.
The ratios will be used as part of the
Committee’s remuneration decision-making
process regarding broader employee pay
policies as well as remuneration policies for
the Executive Directors. They reflect the
difference in remuneration arrangements as
responsibility increases for more senior roles
within the Company. There may therefore be
significant volatility in this ratio, caused by
the following:
• Our CEO pay is made up of a higher
proportion of incentive pay than that
of our employees, in line with the
expectations of our shareholders, which
introduces a higher degree of variability
in their pay each year versus that of our
employees
• A significant proportion of our CEO’s
pay is provided in shares, and their value
reflects the movement in share price over
the period prior to vesting. This can add
significant volatility to the CEO’s pay
and may be reflected in the ratio if the
Company meets the respective targets
The FY25 CEO pay ratios at the 25th,
50th and 75th percentiles are higher
than the equivalent FY24 ratios. This is
primarily a reflection of the increase in
the CEO’s single figure of remuneration
due to the higher annual bonus earned in
FY25. TheCommittee is comfortable that
the median ratio is consistent with the
Company’s pay and progression policies.
Gender pay gap reporting
Trifast is committed to the principle of
equal opportunities and equal treatment
for all colleagues, regardless of sex, race,
religion or belief, age, marriage or civil
partnership, pregnancy/maternity, sexual
orientation, gender reassignment or
disability. The Company has concluded
that the single most important factor is to
identify, recruit and develop people based
on skills and merit. We have a clear policy of
paying employees equally for the same or
equivalent work, regardless of their sex (or
any other characteristic set out above).
Trifast is therefore confident that our gender
pay gap does not stem from paying men and
women differently for the same or equivalent
work but is instead the result of the roles in
which men and women undertake within the
organisation and the salaries that these roles
attract.
Our median gender pay, calculated for TR
Fastenings UK, was nil. We are pleased
that this remains significantly below the
UK average. Ourgender pay gap report
can be found onour corporate website at
www. trfastenings.com.
How executive remuneration is
communicated with stakeholders,
shareholders and employees
Please see details of our engagement with
shareholders in the section on stakeholder
engagement on page 15 and the Chair’s
introduction to governance on page50.
The Committee consulted extensively with
major shareholders and investor bodies
during 2024 in relation to the Policy. We
are extremely grateful for the time taken
to provide constructive feedback which
allowed us to finalise the proposals that were
approved by over 91% of shareholders that
voted at the 2024 AGM.
As outlined, the Company and the Board
seek to engage with employees utilising
a number of communication channels. In
the engagement process, remuneration is
covered as a specific topic and is a primary
focus when the Non-Executive Directors
engage with employees on site. Employees
are asked about their own remuneration,
overall reward package and how they
view other engagement topics such as
communication, work-life balance and
culture. The feedback on remuneration will
be reviewed by the Committee to ensure
that we have a watching brief on fairness
and transparency on the overarching reward
strategy. See page 15 for further information
on employee engagement.
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CEO and all‑employee pay
Total shareholder return
The graph below sets out the total shareholder return performance of the Company compared to the FTSE All-Share Index, FTSE SmallCap Index and FTSE All-Share Industrial Engineering
Index over a ten-year period from 31 March 2015. The Remuneration Committee believes it is appropriate to monitor the Company’s performance against these indices as they best reflect
the Company’s peer group and industrial sectors.
Ten‑year TSR graph
TSR rebased to 100 on 31 March 2015
0
100
200
300
400
Trifast FTSE All-Share Industrial Engineering Index FTSE All-Share IndexFTSE SmallCap Index
2015 2016 2017 2018 2019 2020 2021 2022 2023 20252024
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Performance and pay
The table below shows the single figure of remuneration and levels of bonus and equity payouts for the Group CEO during the past ten years:
Financial year
Total single
figure of
remuneration
£000
Annual cash
bonus
payout
against
maximum
Equity
award
payout
against
maximum
2025 756 52.3% 0%
2024 432
1
0% 0%
2023 445
2
0% 0%
2022 505 23.7% 0%
2021 366 n/a 0%
2020 383 0% 0%
2019 367 0% n/a
2018 629 70% n/a
2017 811 100% 100%
3
2016 641
4
50% 100%
3
1. Includes a full year of CEO remuneration; including remuneration paid to Scott Mac Meekin (interim CEO) from 1 April 2023 to 19 September 2023 and remuneration for Iain Percival from 20 September 2023 to 31 March 2024
2. Includes a full year of CEO remuneration; including remuneration paid to Mark Belton from 1 April 2022 to 18 February 2023 and remuneration for Scott Mac Meekin (interim CEO) from 20 February 2023 to 31 March 2023
3. This is the vesting of the deferred equity awards under a previous policy
4. Includes a full year of CEO remuneration; including remuneration paid to Jim Barker from 1 April 2015 to 30 September 2015 and remuneration for Mark Belton from 1 October 2015 to 31 March 2016
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Percentage change in Directors’ remuneration compared to employees
The table below compares the percentage increase in each Director’s pay with the average pay of the Company’s colleagues in the listed entity on a full-time equivalent basis. Please note
that given the significant changes in Board roles over the period covered by the table, there are a number of significant increases/decreases as a result of this, which are fully explained in
the notes below. It should be noted that percentage change is calculated on actual pay received in the year rather than annual salary and benefits.
% change from FY24 to FY25 % change from FY23 to FY24 % change from FY22 to FY23 % change from FY21 to FY22 % change from FY20 to FY21
Salary/
fees
Taxable
benefits
Annual
bonus
9
Salary/
fees
Taxable
benefits
Annual
bonus
9
Salary/
fees
Taxable
benefits
Annual
bonus
9
Salary/
fees
Taxable
benefits
Annual
bonus
9
Salary/
fees
Taxable
benefits
Annual
bonus
9
Iain Percival (CEO)
1
88.7% 100.0% n/a
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Kate Ferguson (CFO)
2
n/a n/a n/a
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Serena Lang
(NED and Chair)
3
55.2% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Clive Watson
(Senior Independent NED)
4
0.0% n/a n/a 0.0% n/a n/a 3.2% n/a n/a 55.0% n/a n/a n/a n/a n/a
Louis Eperjesi (NED)
5
0.0% n/a n/a
346.2% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Laura Whyte (NED)
6
1,833.3% n/a n/a
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Nicholas Mills (NED)
7
n/a n/a n/a
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Average employee
8
(33.0)% (10.1)% n/a
12.0% 22.2% (98.3)% 17.9 % 35.0% 396.5% (5.6)% 12.0% (39.5)% 27.1% 43.3% (37. 2)%
1. Iain Percival was appointed CEO on 20 September 2023
2. Kate Ferguson was appointed to the Board as the CFO on a permanent basis on 10 September 2024
3. Serena Lang was appointed to the Board on 10 August 2023 and was then appointed as Chair on 14 September 2023
4. Clive Watson was appointed to the Board on 30 July 2020
5. Louis Eperjesi was appointed to the Board on 3 January 2023
6. Laura Whyte was appointed to the Board on 11 March 2024
7. Nicholas Mills was appointed to the Board on 20 October 2023 and waived his fee until 1 April 2024
8. In line with the regulations, the average employee percentage changes for FY25 only include employees of Trifast Overseas Holdings Ltd, excluding Directors (132 employees as at 31 March 2025). In previous years, the average
employee percentage changes only included employees of Trifast plc (FY24: 30 employees). However, on 1 April 2024, all Trifast plc employees moved to Trifast Overseas Holdings Ltd along with employees in central services.
Trifast plc no longer has any employees. The annual bonus increase has been calculated based on bonus paid in the year rather than those earned in the same period
9. Annual bonus increase is n/a due to Executive Directors not receiving a bonus or not being in office at the start or end of the period
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Relative importance of spend on pay
The following table shows the relative spend on pay during the past two financial years when compared to other disbursements from profit:
Year to
31 March 2025
Year to
31 March 2024 Change
Dividend distributions £2.43m
£2.43m —
Group spend on pay (including Directors)
£41.84m
£38.79m 7.9 %
Other pay
£6.72m
£6.85m (1.9)%
Total remuneration
1
£48.56m
£45.64m 6.4%
Total remuneration excludes IFRS 2 share-based payments charge of £0.4m (FY24: credit of £0.1m). Including this, total remuneration would be £49.0m (FY24: £45.5m)
Remuneration justification
The Committee is comfortable that the internal and external pay relativity reference points set out provide justification that the remuneration arrangements for Executive Directors are
appropriate and illustrate the suitability of the changes which were made to the Policy last year.
The following section, until page 90, is auditable.
Executive Director remuneration for the year ended 31 March 2025
Executive Director single figure of remuneration
Annual bonus
4
Salary/fees
£000
Taxable
benefits
3
£000
Cash
£000
Shares
£000
LTIP
5
£000
Pensions
6
£000
Other
7
£000
Total
£000
Total
fixed
£000
Total
variable
£000
Iain Percival
1
400 22 157 157 — 20 — 756 442 314
Prior year 212 11 — — — 11 — 234 234 —
Kate Ferguson
2
156 7 61 61 n/a 8 — 293 171 122
Prior year n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Totals
556 29 218 218 n/a 28 — 1,049 613 436
Prior year totals 666 42 — — — 24 3 735 732 3
1. Iain Percival was appointed to the role of CEO on 20 September 2023
2. Kate Ferguson was appointed to the role of interim CFO on 22 February 2024, and was appointed to the Board as the CFO on a permanent basis on 10 September 2024. Her remuneration for FY25 represents the portion paid
in respect of her time on the Board
3. Taxable benefits included the cost of providing a company car (or car allowance), private medical insurance and critical illness cover
4. For FY25 the bonus paid out at 52.3% of maximum. The portion of the bonus paid in shares is deferred for three years. For the CFO, the FY25 bonus figure has been pro-rated to reflect the proportion of time that she has
served on the Board. See additional details in relation to the annual bonus element of remuneration below. No annual bonus was earned for FY24
5. The performance period of the FY23 LTIP award granted on 6 September 2022 ended on 31 March 2025. Neither of the current Executive Directors were participants in this award and therefore its value (£nil) is included in the
LTIP column for FY25. See additional details on the performance outcomes of the FY23 LTIP below on page 87
6. Iain Percival and Kate Ferguson were members of the Company’s non-contributory pension plan in FY25. This is an HMRC-approved defined contribution scheme. The rate of Company contribution to this scheme is 5% of base
salary. The Executive Directors are also provided the option to take pension payments in the form of a cash allowance, after a deduction for Employer’s National Insurance. In FY25, Iain Percival chose to take a proportion of his
pension as a cash allowance. No Executive Directors participate in a defined benefit scheme
7. Other expenses relate to relocation expenses when appointed to the role
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Executive Director remuneration for the year ended 31 March 2025 continued
(i) Annual bonus for year ended 31 March 2025
Iain Percival had a maximum annual bonus opportunity of 150% of salary. Kate Ferguson had a maximum annual bonus opportunity of 150% of salary which we have pro-rated for time
served as an Executive Director for the purposes of this disclosure. The annual bonus measures were based 60% on underlying profit before tax, 20% on average working capital percentage
targets and 20% on strategic/operational targets based on the execution of the transformational plan and also include specific sustainability objectives. In line with policy, given that the
threshold underlying profit before tax performance target has been achieved, the CEO and CFO are eligible to receive payments under the average working capital and strategic and
operational elements. The table below provides information on the targets for each measure, actual performance and resulting bonus payments.
Performance required Actual performance Iain Percival Kate Ferguson
1
Measure Weighting Threshold On target Maximum Actual
% of element
payable
Achievement
as % salary
Bonus value
£000
Achievement
as % salary
Bonus value
£000
Underlying profit before tax 60% £9.3m £10.3m £11.3m £10.4m 53.9% 48.5% 194 48.5% 76
Average working capital percentage 20% 38.8% 37.0% 35.1% 41.4% nil nil nil nil nil
Strategic/operational targets
20%
Objectives based on
strategic/operational See below n/a 100% 30% 120 30% 47
Total bonus achieved in FY25 78.5% 314 78.5% 122
1. Kate Ferguson’s bonus calculation is based on salary earned in her permanent CFO role during FY25
FY25 annual bonus outcomes: strategic/operational objectives
We set out below a summary of the strategic and operational measures and their achievement for FY25.
Objective FY25 achievements Remuneration Committee assessment
Iain Percival
Enhance safety culture Reporting structure significantly improved and engagement across leadership and EHS
frameworkestablished
Fully met
Improve employee engagement 89% response rate to engagement survey, increase in engagement score Fully met
Strategy execution Strategic growth projects progressing successfully, transformation projects delivered Fully met
ESG Delivery of sustainability projects in Asia and Europe, reduction of CO
2
e and sustainability goals Fully met
Shareholder confidence Continued engagement with shareholder community through broker events and shareholder visits Fully met
Kate Ferguson
Enhance safety culture Reporting structure significantly improved and engagement across leadership and EHS
frameworkestablished
Fully met
Strategy execution Led key project delivery, improved financial metrics and driven inventory reduction Fully met
Shareholder confidence Developed strong relationships with banks, investors and analysts Fully met
Reporting excellence Delivered robust fiscal and budgeting rigour across the business Fully met
Finance strategy and roadmap Enhanced treasury, tax and banking processes and increased finance communication Fully met
The overall result of this assessment was that the strategic and operational objectives had been fully met, resulting in a 100% of maximum bonus award for this element.
Overall, the FY25 annual bonus paid out at 52.3% of maximum for the CEO and CFO which the Committee noted was in line with the underlying performance of the Company. 50% of this
will be paid in shares deferred for three years and will be subject to continued employment.
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Executive Director remuneration for the year ended 31 March 2025 continued
(ii) LTIP performance period ending in the year ended 31 March 2025
Neither of the current Executive Directors were granted a FY23 LTIP award on 6 September 2022. For completeness, the performance conditions attached to this award, and Trifast’s
performance against them, are set out below. The three-year performance period for these awards ended on 31 March 2025 and they were granted subject to the achievement of certain
EPS (70% weighting) and relative TSR (30% weighting) targets. We set out the targets and outcomes in the table below:
Underlying diluted EPS (70% weighting)
TSR
1
vs FTSE Small Cap excl. IT Index
(30% weighting)
Trifast
underlying
diluted EPS
growth
EPS growth
required for
25% vesting
EPS growth
required for
100% vesting Vesting
Trifast
TSR
Index TSR
required for
25% vesting
Index TSR +
8% p.a.
required for
100% vesting Vesting
Overall
vesting
(19.1)% p.a. 9% p.a. 29% p.a. nil% (41.6)% 5.5% 29.5% nil%
nil%
1. TSR for Trifast and the FTSE Small Cap Index (excluding investment trusts) was measured using a three-month average prior to the start and the end of the three-year performance period
No FY23 LTIP awards will vest on 6 September 2025 based on the assessment of the performance conditions and there would have been no vesting amount attributable to share price
appreciation. The Committee acknowledged that the FY23 LTIP outcome was aligned with Company performance as well as shareholders’ experience and hence no discretion was
exercised.
The Committee is comfortable that the current policy operated as intended.
(iii) LTIP awards granted in the year ended 31 March 2025
The Committee awarded a one-off grant of share options under the FY25 LTIP, equivalent to 2.2% of issued share capital (ISC) to Iain Percival and 1.3% of ISC to Kate Ferguson on
10September 2024 as set out in the table below.
Date of grant Type of award
Award as
% of ISC
(basis of award)
No. of shares
under option
1
Exercise
price
2
Face value
of award
3
Minimum value
at vesting
4
Vesting period
Iain Percival 10 September 2024 Share option 2.2% 2,994,522 £0.8056 £2,395,618 nil 5 years
Kate Ferguson 10 September 2024 Share option 1.3% 1,769,490 £0.8056 £1,415,592 nil 5 years
1. The number of shares under options was calculated as the % of ISC awarded multiplied by the ISC at the date of grant
2. The exercise price was calculated based on the average share price for the five days immediately before 10 September 2024
3. The face value of award is calculated as the number of shares under option multiplied by the share price on 10 September 2024 of £0.80
4. The minimum value at vesting is nil, given that if the share price at vesting is below the exercise price the option will have nil value
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Executive Director remuneration for the year ended 31 March 2025 continued
(iii) LTIP awards granted in the year ended 31 March 2025 continued
The options will vest in increments when share price hurdles have been met during a five-year performance period ending on 10 September 2029 with a minimum hurdle of 90p increasing
in equal steps up to a maximum target of 140p as set out in the table below:
Share price Vesting
Less than 90p nil
90p 20%
102.5p 40%
115p 60%
127.5p 80%
140p 100%
Any options that have met a share price hurdle, although vested, will be subject to a continued employment condition. In addition, to align with the UK Corporate Governance Code, a
performance underpin will apply to the awards such that the Committee will be required to assess underlying corporate performance ahead of the exercise of any options. Options will
become exercisable as follows:
• Options that vest before the third anniversary of grant: One-third of these vested options will become exercisable on the third, fourth and fifth anniversary of grant
• Any further options that vest between the third and fourth anniversary of grant: Half of these vested options will become exercisable on the fourth and fifth anniversary of grant
• Any further options that vest between the fourth and fifth anniversary of grant: These vested options will become exercisable on the fifth anniversary of grant
A holding period will apply such that the executives cannot sell any shares until the fifth anniversary of grant, albeit they will be able to sell shares to cover any tax falling due on exercise.
The awards also incorporate best practice features, including malus and clawback and Committee discretion to override the formulaic outcome if it is out of line with underlying Company
performance.
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Non‑Executive Director single figure of remuneration
Base fee
£000
Chairing of
Audit & Risk,
Remuneration
or Responsible
Business
Committee
£000
Committee
membership
£000
Senior
Independent
Director
£000
Total
£000
Clive Watson
45 8 5 6 64
Prior year 45 8 5 6 64
Louis Eperjesi
45 8 5 — 58
Prior year 45 8 5 — 58
Serena Lang
1
135 n/a n/a n/a 135
Prior year 87 n/a n/a n/a 87
Claire Balmforth
2
— — — — —
Prior year 45 8 5 — 58
Laura Whyte
3
45 8 5 — 58
Prior year 3 — — — 3
Nicholas Mills
4
45 n/a n/a n/a n/a
Prior year n/a n/a n/a n/a n/a
Totals
315 24 15 6 360
Prior year totals 348 24 15 6 393
1. Serena Lang was appointed to the Board on 10 August 2023
2. Claire Balmforth retired on 1 April 2024
3. Laura Whyte was appointed to the Board on 11 March 2024
4. Nicholas Mills was appointed to the Board on 20 October 2023 and waived his fee until 1 April 2024
Payments to past Directors
There were no payments to past Directors in FY25.
Payment for loss of office
There were no payments for loss of office to Directors in FY25.
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Statement of Directors’ shareholdings
In employment
shareholding
requirement
1
Current
beneficial
holding
3
Vested but
unexercised
options
LTIP awards
subject to
performance
conditions
(in form of options)
SAYE
options
Total of all
interests on
31 March 2025
Current shares
which count
towards
in-employment
shareholding
requirements
2
In-employment
shareholding
requirement
met?
1
Executive Directors
Iain Percival 1,503,759 391,655 — 3,809,075 — 4,200,730 391,655 no
Kate Ferguson 1,015,038 12,774 — 1,769,490 — 1,782,264 12,774 no
Non‑Executive Directors
Clive Watson n/a 114,813 n/a n/a n/a 114,813 n/a n/a
Louis Eperjesi n/a 13,000 n/a n/a n/a 13,000 n/a n/a
Laura Whyte n/a 19,500 n/a n/a n/a 19,500 n/a n/a
Nicholas Mills n/a 40,000 n/a n/a n/a 40,000 n/a n/a
Serena Lang n/a 187,011 n/a n/a n/a 187,011 n/a n/a
1. Under the Policy, there is a 250% of salary in-employment shareholding requirement for Executive Directors. This is to be built up over five years from 10 September 2024, the date the Policy was approved by shareholders, or
date of joining/promotion if later. The number of shares shown is based on the 31 March 2025 share price of £0.665
2. Total of current beneficial holding, SAYE options and vested but unexercised options (on a net-of-tax basis)
3. No Executive Director exercised an option during the year
Between 31 March 2025 and 9 July 2025 there were no further movements in the Directors’ shareholdings from those disclosed in the table above.
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Service contracts for Executive Directors
The service contracts for Iain Percival and Kate Ferguson are not fixed term. The service contracts are terminable by either the Company or the Directors on the following bases:
Notice period Date of signing
Iain Percival 12 months 12 September 2023
Kate Ferguson 12 months 9 September 2024
The Directors’ contracts are kept and can be viewed at the Company’s registered office. Executive Directors are subject to annual re-election at the Company’s Annual General Meeting.
Although signing contracts prior to the appointment, Iain Percival was appointed as Chief Executive Officer on 20 September 2023 and Kate Ferguson was appointed as Chief Financial
Officer on 10 September 2024.
Non‑Executive Directors’ letters of appointment
The Non-Executive Directors do not have service contracts but are appointed under letters of appointment. Clive Watson was appointed on 30 July 2020, Louis Eperjesi was appointed
on 3 January 2023, Serena Lang was appointed on 10 August 2023, Nicholas Mills was appointed 20 October 2023 and Laura Whyte was appointed on 11 March 2024. All Non-Executive
Directors are subject to annual re-election at the Company’s AGM.
The table below sets out the date that each Non-Executive Director signed their current letter of appointment and the notice period by which their appointment may be terminated early
by either party. For new appointments, the notice period is three months and in line with the existing Non-Executive Directors’ arrangements, set out in the 2014 Directors’ Remuneration
Policy, this will be extended to 12 months on a change of control. The Directors’ letters of appointment are kept and can be viewed at the Company’s registered office.
Notice period Date of signing
Clive Watson 3 months 20 April 2020
Louis Eperjesi 3 months 22 November 2022
Serena Lang 3 months 7 August 2023
Nicholas Mills 3 months 16 October 2023
Laura Whyte 3 months 11 March 2024
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Directors’ remuneration report continued
Annual report on remuneration continued
Functioning of Remuneration Committee
The role of the Committee is to ensure that the remuneration arrangements for Executive Directors provide them with the motivation to deliver our strategy and create shareholder value in
a sustainable manner. In addition, it is our task to ensure that the remuneration received by the Executive Directors is proportionate to the performance achieved and the returns received
by you as shareholders.
The Committee is composed entirely of Non-Executive Directors. Members have no day-to-day involvement in the running of the business. No Executive Director sits on the Committee.
The Remuneration Committee is formally constituted with written terms of reference. A copy of the terms of reference is available to shareholders on the website www.trifast.com or by
writing to the Company Secretary, whose details are set out on page 170 of this publication.
Alongside numerous conference calls and meetings with advisers, the Committee had six formal meetings during the year. All Committee meetings were fully attended by members in
appointment at the time of the meeting, with the exception of Clive Watson, who was unable to attend the meeting on 27 March 2025, due to personal circumstances. The key activities the
Committee undertook during the year can be seen on page 70.
On most occasions, the CEO and CFO were invited to attend to ensure the Committee was in possession of all the relevant facts. The Committee consults with the Company Secretary and
Chief People and Transformation Officer regarding remuneration and corporate governance issues. With regard to the Senior Management in the Company (excluding Board Directors), the
Committee also takes advice from the Executive Directors and Executive Leadership Team.
During the year, the Committee received independent advice from PwC in relation to general remuneration matters. PwC was appointed by the Committee and the fees paid by the
Company to PwC for all services provided during the financial year were £35,650 (excluding VAT). The fees were charged on a fixed time and materials basis. The Group also retains PwC
regarding taxation services and consulting services in the ordinary course of business. The Committee believes that this does not create a conflict of interest and the advice they receive
is independent and objective. PwC is a signatory to the Remuneration Consultants’ Code of Conduct which requires its advice to be objective and impartial. PwC does not have any other
connections with the Company or its Directors.
Statement of AGM voting
The table below shows the actual voting on the 2024 remuneration report and 2024 Remuneration Policy at the AGM held on 10 September 2024:
Votes
for %
Votes
against %
Votes
withheld
2024 remuneration report 104,033,571 99.86% 148,239 0.14% 14,190
2024 Remuneration Policy 95,724,721 91.88% 8,462,058 8.12% 9,221
This report was approved by the Board of Directors and signed on its behalf by:
Laura Whyte
Chair of the Remuneration Committee
9 July 2025
92 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Directors’ report
The Directors present their report on the Group’s performance
for the year ended 31 March 2025, with the financial
statements and auditor’s report
Results and proposed dividend
Group revenue from continuing operations was £223.4m (FY24: £233.7m), with a profit
before tax of £4.9m (FY24: loss of £0.8m). Underlying profit before tax was £10.4m (FY24:
£6.5m); see note 2 for details.
The Directors recommend a final dividend of 1.20p (FY24: 1.20p) per share, payable on
10October 2025 to shareholders registered by the close of business on 12 September 2025.
Combined with the interim dividend of 0.60p (paid on 10 April 2025) (FY24: 0.60p), the
total dividend for the year is 1.80p (FY24: 1.80p). The proposed final dividend has not been
included in creditors as it was not approved before year end, and the interim declared during
the year is included as a liability in other payables in the financial statements.
The strategic report provides a detailed analysis of the results and future developments.
Annual General Meeting
The Annual General Meeting will be held at 12.00noon on 11 September 2025 at Peel Hunt
LLP, 100 Liverpool Street, London EC2M 2AT. Further details can be found in the Notice
ofMeeting.
Director insurance
The Company maintains Directors’ and Officers’ insurance as allowed under its Articles
of Association and the Companies Act 2006. This cover does not extend to cases of
dishonesty or fraud.
Directors and Directors’ interests
Details of Directors’ remuneration and share interests are in the remuneration report on
pages 70 to 92. All Directors are subject to annual re‑election, as outlined in the corporate
governance report on page 56.
Biographies of the Directors are on page 52, and also on www.trifast.com.
Employee Benefit Trust (EBT)
As at 31 March 2025, the Trifast EBT held 1,145,315 ordinary shares which represented 0.8%
of issued share capital (FY24: 1,373,663 and 1.0%). During the year, 228,348 shares were
used to meet employee share obligations (FY24: 522,435), with no new shares acquired
(FY24: nil). These are recorded in the own shares held in reserve within equity.
Substantial shareholdings
Details of the share structure of the Company are disclosed in note 24.
The Company was aware of the following material interests, representing 3% or more of the
issued share capital of the Company.
As at 1 April 2025
No. of
shares held
% of
shareholding
Harwood Capital LLP 21,645,000 15.90
Slater Investments Ltd 17,311 ,430 12.72
Schroder Investment Management Ltd 14,460,023 10.62
Huntington Management LLC 10,989,831 8.07
Threadneedle Asset Management Ltd 8,924,141 6.56
Mr. Michael Timms 7,000,000 5.14
Protector Forsikring ASA 4,790,172 3.52
As at 1 June 2025
No. of
shares held
% of
shareholding
Harwood Capital LLP 21,645,000 15.90
Slater Investments Ltd 15,691,703 11.53
Schroder Investment Management Ltd 14,335,023 10.53
Huntington Management LLC 10,989,831 8.07
Threadneedle Asset Management Ltd 8,924,141 6.56
Mr. Michael Timms 7,000,000 5.14
Protector Forsikring ASA 4,880,172 3.59
No Director holds >5% shares in the Company.
93 Trifast plc Annual Report 2025

Directors’ report continued
Financial instruments
Details on the Group’s financial risk
management, including credit, liquidity and
currency risks, as well as capital structure,
can be found in note 26 to the financial
statements.
Corporate governance
The corporate governance statement on
pages 53 to 57 should be read as forming
part of the Directors’ report.
Takeover Directive
Where not covered elsewhere in this report,
the following disclosures are made in
accordance with the requirements of the
Takeover Directive.
There are no restrictions on the transfer
of the Company’s ordinary shares other
than those imposed by law, such as insider
trading regulations. In line with the Listing
Rules of the Financial Conduct Authority,
certain employees must seek approval from
the Company before dealing in its shares.
The Company is not aware of any
agreements between shareholders that
could restrict the transfer of shares or the
exercise of voting rights.
No person holds any special rights of control
over the Company’s share capital, and all
shares are fully paid. The rules governing the
appointment and replacement of Directors
are set out in the corporate governance
section of this report on pages 54 to 56.
The Company’s Articles of Association may
only be amended by a special resolution
passed at a General Meeting of shareholders.
Some of the Company’s banking agreements
contain provisions that could allow
termination in the event of a change of
control. Other than certain rolling contract
and notice period extensions for Directors,
there are no agreements in place between
the Company and its Directors or employees
that provide for compensation if their
employment ends as a result of a takeover
bid.
The Company is not aware of any
contractual or other agreements essential
to its business that require disclosure in this
report.
Donations
The Group made no political donations
in the year (FY24: £nil). The Group made
£7,500 of charitable donations in the year
(FY24: £6,000).
Trade associations
We are a member of the British & Irish
Association of Fastener Distributors
(BIAFD) which supports and represents
industrial fastener distributors throughout
the UK & the ROI and also of the European
Fastener Distribution Association (EFDA)
which represents the interests of fastener
distributors at European and global level.
Research and development
The Group had a spend of £162,800 on
research and development in the year (FY24:
£134,300).
Employees
The Group is committed to equal
opportunities for all employees and supports
training and employment for people with
disabilities, including those who become
disabled during their employment.
More on our ESG approach is available at
www.trifast.com and in the strategic report
and responsible business sections of this
Annual Report.
We regularly engage with employees at
all levels through meetings and internal
communications to share updates and
address concerns.
For more information on employee
engagement see page 15.
Energy and carbon reporting
For information on our energy use and
carbon emissions see pages 30 to 33.
Subsequent events
Subsequent to the year end, the Group
experienced an external facilitation payment
fraud incident involving an impersonation
scam, resulting in an unauthorised payment
of £0.2m. The Group has taken immediate
action to strengthen internal controls
and fraud prevention measures across all
jurisdictions. Further details are provided
in note 29. Other than this, there are no
material adjusting or non-adjusting events
subsequent to the balance sheet date.
Disclosure of information to auditor
Each of the Directors who held office at the
date of approval of this Directors’ report
confirm that, so far as they are each aware,
there is no relevant audit information of
which the Company’s auditor is unaware;
and each Director has taken all the steps
that they ought to have taken as a Director
to make themselves aware of any relevant
audit information and to establish that
the Company’s auditor is aware of that
information.
By order of the Board
Serena Lang
Chair
9 July 2025
National Distribution Centre
Reedswood Park Road
Walsall WS2 8DQ
Company registration number: 01919797
94 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Statement of Directors’ responsibilities
in respect of the Annual Report and the financial statements
The Directors are responsible for preparing
the Annual Report and the financial
statements in accordance with UK-adopted
International Accounting Standards and
applicable law and regulations.
Company law requires the Directors to
prepare financial statements for each
financial year. The Directors have elected
under company law, and are required under
the Listing Rules of the Financial Conduct
Authority, to prepare the Group financial
statements in accordance with UK-adopted
International Accounting Standards.
The Group and Company financial
statements are required, by law and
UK-adopted International Accounting
Standards, to present fairly the financial
position of the Group and the Company
and the financial performance of the Group;
the Companies Act 2006 provides in
relation to such financial statements, that
references in the relevant part of that Act
to financial statements giving a true and fair
view, are references to their achieving a fair
presentation.
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 Group and
Company and of the profit or loss for 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
• State whether they have been prepared
in accordance with UK-adopted
International Accounting Standards,
subject to any material departures
disclosed and explained in the financial
statement
• Prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Group and the Company will continue
inbusiness
• Prepare a Directors’ report, a strategic
report and Directors’ remuneration report
which comply with the requirements of
the Companies Act 2006
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Group’s
and the Company’s transactions and
disclose with reasonable accuracy at any
time the financial position of the Group and
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.
The Directors are responsible for ensuring
that the Annual Report and the financial
statements, taken as a whole, are fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Group’s performance, business
model and strategy.
The Directors are responsible for ensuring
the Annual Report and the financial
statements are made available on a website.
Financial statements are published on the
Company’s website in accordance with
legislation in the United Kingdom governing
the preparation and dissemination of
financial statements.
The maintenance and integrity of the
Company’s website is the responsibility of
the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the
financial statements contained therein.
Responsibility statement of the Directors in
respect of the annual financial report
We confirm that to the best of our
knowledge:
• The financial statements have been
prepared in accordance with the
applicable set of accounting standards,
give a true and fair view of the assets,
liabilities, financial position and profit and
loss of the Group and Company
• The Annual Report includes a fair review
of the development and performance of
the business and the financial position of
the Group and Company, together with
a description of the principal risks and
uncertainties that they face
We consider the Annual Report and the
financial statements, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Group’s position and
performance, business model and strategy.
On behalf of the Board
Iain Percival
Chief Executive Officer
9 July 2025
95 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Independent auditor’s report
to the members of Trifast plc
Opinion
We have audited the financial statements of Trifast plc (the ‘Parent Company’) and
its subsidiaries (the ‘Group’) for the year ended 31 March 2025 which comprise the
Consolidated income statement, Consolidated statement of comprehensive income,
Consolidated statement of changes in equity, Company statement of changes in equity,
Statements of financial position, Statements of cash flows and Notes to the financial
statements, including significant accounting policies. The financial reporting framework
that has been applied in the preparation of the Group financial statements is applicable law
and UK-adopted International Accounting Standards. The financial reporting framework
that has been applied in the preparation of the Parent Company financial statements is
applicable law and UK-adopted International Accounting Standards and, as regards the
Parent Company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
• The financial statements give a true and fair view of the state of the Group’s and of the
Parent Company’s affairs as at 31 March 2025 and of the Group’s profit for the year then
ended
• The Group financial statements have been properly prepared in accordance with
UK-adopted International Accounting Standards
• The Parent Company financial statements have been properly prepared in accordance
with UK-adopted International Accounting Standards and as applied in accordance
with the Companies Act 2006; and
• The financial statements 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 Auditor’s responsibilities for the audit of the financial statements section
of our report. We are independent of the Group and Parent 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 as applied to listed public interest entities 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.
Summary of our audit approach
Key audit matters Group
• Carrying value of customer specific inventory
• Goodwill impairment
Parent Company
• No key audit matter noted
Materiality Group
• Overall materiality: £1,780,000
• Performance materiality: £1,160,000
Parent Company
• Overall materiality: £1,900,000
• Performance materiality: £1,235,000
Scope
Our audit procedures covered 93% of revenue, 95% of total assets and 95%
ofabsolute profit before tax.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the Group financial statements of the current period and include
the most significant assessed risks of material misstatement (whether or not due to fraud)
we identified, including those which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Group financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
onthese matters.
96 Trifast plc Annual Report 2025
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Additional information
Strategic report

Independent auditor’s report continued
to the members of Trifast plc
Carrying value of customer specific inventory
Key audit matter
description
Refer to accounting policies in note 1, Material accounting policies together with
Note 30 Accounting estimates and judgements and note 18 Inventories
– Group.
The Group has a number of bespoke products which are designed for specific
customer applications. There is a risk over the recoverability of the inventory
if there are any significant changes to demand from certain customers at the
volumes anticipated or if products are discontinued. These bespoke parts often
cannot be sold to other customers or used in alternative applications. As a
result of long lead times on these products and customer requirements, there
isa material value of inventory of this nature held by the Group.
Given the significant amount of the customer specific inventory, and the
significant level of judgement involved in estimating customers future demand
there is a risk that the valuation of the inventory provision is inappropriate.
We have therefore determined this to be a key audit matter.
How the matter
wasaddressed
intheaudit
We obtained management’s customer specific inventory assessment, and the
underlying calculations prepared to support the assessment and performed
work as follows:
• Reviewed the overall provisioning policy for this inventory and considered
this in the context of the business model and customer profile
• Assessed the application of the provisioning methodology via
reperformance of the calculations
• Performed reliability of data testing to verify the ageing of the inventory
was correct
• Performed reliability of data testing to verify the inventory was correctly
classified as customer specific or non-bespoke using historic sales data
• Critically challenged significant overrides made to the model, we critiqued
the commercial rationale and verified certain items to supporting evidence
• On a sample basis, tested the net realisable value of inventory by agreeing
to sales documentation, including post year end sales documentation
where available
We considered the adequacy of the disclosures and whether they were in
accordance with the applicable financial reporting framework.
Key observations
Based on the procedures performed we concluded that the customer specific
inventory value is not materially misstated and consider that the Group’s
related disclosures are appropriate.
Goodwill impairment
Key audit matter
description
Refer to accounting policies in note 1, Material accounting policies together
withnote 13, Intangible assets – Group.
The gross goodwill balance of £22.1m is allocated across a number of cash
generating units (CGUs).
In the current year management has assessed that no impairment is required.
As part of our risk assessment, we determined that the impairment assessment
has a high degree of estimation uncertainty as it is sensitive to forecast cash
flow assumptions and the discount rate.
Due to the level of estimation uncertainty this was determined to be a key audit
matter.
How the matter
wasaddressed
intheaudit
We obtained management’s goodwill impairment assessment, and the
underlying calculations prepared to support the assessment and performed
work as follows:
• Analysed the structure and integrity of the model and the mathematical
accuracy
• Used our valuation specialists to critically assess the discount rate
calculation
• Challenged the main forecasting assumptions used which included
revenue growth, EBIT margin and the discount rate
• Performed sensitivity analysis in assessing the risks of impairment
• Corroborated forecasting assumptions through discussions with
operational management and obtaining further evidence to support
expected customer activity and resulting revenues and margins
We considered the adequacy of the disclosures and whether they were
inaccordance with the applicable financial reporting framework.
Key observations
Based on the procedures performed we consider that the Group’s conclusions
are reasonable and that the related disclosures are appropriate.
97 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Independent auditor’s report continued
to the members of Trifast plc
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to
determine the nature, timing and extent of our audit procedures. When evaluating whether
the effects of misstatements, both individually and on the financial statements as a whole,
could reasonably influence the economic decisions of the users we take into account the
qualitative nature and the size of the misstatements. Based on our professional judgement,
we determined materiality as follows:
Group Parent Company
Overall materiality
£1,780,000 £1,900,000
Basis for determining
overall materiality
0.8% of Revenue 1.8% of total assets as a standalone
entity.
For the purposes of the Group audit
which excludes items which eliminate
on consolidation, the Parent Company
materiality was restricted to £440,000.
Rationale for benchmark
applied
Revenue is deemed to be the primary
performance measure for the users of
the financial statements to review the
financial performance of the Group.
Total assets is considered to be the
most appropriate benchmark for the
Parent Company.
Performance materiality
£1,160,000 £1,235,000
Basis for determining
performance materiality
65% of overall materiality 65% of overall materiality
Reporting of
misstatements to the
Audit Committee
Misstatements in excess of £89,000
and misstatements below that
threshold that, in our view, warranted
reporting on qualitative grounds.
Misstatements in excess of £89,000
and misstatements below that
threshold that, in our view, warranted
reporting on qualitative grounds.
An overview of the scope of our audit
The Group consists of 26 components, located in the following countries; United Kingdom,
Italy, Germany, Sweden, Hungary, Netherlands, Poland, Spain, USA, Ireland, Singapore,
Malaysia, Taiwan, China, India and Thailand.
The coverage achieved by our audit procedures was:
Number of
components Revenue Total assets
Absolute Profit
before tax
Full scope audit 15 93% 95% 95%
Total 15 93% 95% 95%
Of the above full scope audits, eight component audits were undertaken by RSM component
auditors in Germany, Hungary, Italy, Netherlands, Sweden, Malaysia, Singapore and Taiwan.
The remaining full scope audits were undertaken by RSM UK Audit LLP.
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.
Our evaluation of the Directors’ assessment of the Group’s and Parent Company’s ability to
continue to adopt the going concern basis of accounting included:
• Review of management’s approved board paper which set out the going concern basis,
key forecasting assumptions, sensitivities and conclusion
• Obtained copies of management’s forecasts and sensitivity analysis for the Group and
checked the mathematical accuracy of the forecasts
• Compared the forecasts to historical trading results and the key assumptions for
expected growth, margin improvement and capital expenditure plans
• Undertook our own stress test to consider circumstances under which covenant and cash
headroom would be eroded
• Verified the committed funding and associated covenants available to the Group and
Parent Company for the forecast period and the recalculated the headroom this provided
• Compared the forecast assumptions with other forward-looking information considered
during the audit; and
• Reviewed the going concern disclosures to ensure that these were consistent with
management’s paper, other areas of narrative reporting and our findings
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 or the Parent Company’s ability to continue as a going concern for a period
ofat least 12 months from when the financial statements are authorised for issue.
In relation to the entity reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the Directors’
statement in the financial statements about whether the Directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern
are described in the relevant sections of this report.
98 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Independent auditor’s report continued
to the members of Trifast plc
Other information
The other information comprises the information included in the Annual Report other than
the financial statements and our auditor’s report thereon. The Directors are responsible
for the other information contained within the Annual Report. 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.
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 course of 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, the part of the Directors’ remuneration report to be audited has been
properly prepared in accordance with 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 Directors’ Report for the financial
year for which the financial statements are prepared is consistent with the financial
statements and those reports have been prepared in accordance with applicable legal
requirements
• The information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in compliance
with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook
made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial
statements and has been prepared in accordance with applicable legal requirements; and
• Information about the Company’s corporate governance code and practices and about its
administrative, management and supervisory bodies and their committees complies with
rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules
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 their environment obtained in the course of the audit, we have not identified material
misstatements in:
• The Strategic Report or the Directors’ Report; or
• The information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in compliance
withrules 7.2.5 and 7.2.6 of the FCA Rules
We have nothing to report in respect of the following matters in relation to which 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 and the part of the Directors’ remuneration
report to be audited 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; or
• A corporate governance statement has not been prepared by the Parent Company
Corporate governance statement
We have reviewed the Directors’ statement in relation to going concern, longer-term
viabilityand that part of the corporate governance statement relating to the Parent
Company’s compliance with the provisions of the UK Corporate Governance Code specified
for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with
thefinancial statements and our knowledge obtained during the audit:
• Directors’ statement with regards the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 49
• Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on pages 48 and 49
• Directors’ statement on whether it has a reasonable expectation that the Group will be
able to continue in operation and meets its liabilities set out on page 49
• Directors’ statement on fair, balanced and understandable set out on page 67
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on pages 42 to 47
• Section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems set out on pages 65 and 67; and,
• Section describing the work of the Audit Committee set out on pages 63 to 69
99 Trifast plc Annual Report 2025
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Financial statements
Additional information
Strategic report

Independent auditor’s report continued
to the members of Trifast plc
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 95,
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 is 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.
Auditor’s 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 an auditor’s report 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 the audit was considered capable of detecting irregularities,
includingfraud
Irregularities are instances of non-compliance with laws and regulations. The objectives
of our audit are to obtain sufficient appropriate audit evidence regarding compliance with
laws and regulations that have a direct effect on the determination of material amounts
and disclosures in the financial statements, to perform audit procedures to help identify
instances of non-compliance with other laws and regulations that may have a material
effect on the financial statements, and to respond appropriately to identified or suspected
non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material
misstatement of the financial statements due to fraud, to obtain sufficient appropriate
audit evidence regarding the assessed risks of material misstatement due to fraud through
designing and implementing appropriate responses and to respond appropriately to fraud
orsuspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged
with governance, to ensure that the entity’s operations are conducted in accordance with
the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities,
including fraud, the Group audit engagement team and component auditors:
• Obtained an understanding of the nature of the industry and sector, including the legal
and regulatory frameworks that the Group and Parent Company operate in and how
theGroup and Parent Company are complying with the legal and regulatory frameworks
• Inquired of management, and those charged with governance, about their own
identification and assessment of the risks of irregularities, including any known actual,
suspected or alleged instances of fraud
• Discussed matters about non-compliance with laws and regulations and how fraud
might occur including assessment of how and where the financial statements may be
susceptible to fraud having obtained an understanding of the overall control environment
All relevant laws and regulations identified at a Group level and areas susceptible to fraud
that could have a material effect on the financial statements were communicated to
component auditors. Any instances of non-compliance with laws and regulations identified
and communicated by a component auditor were considered in our audit approach.
The most significant laws and regulations were determined as follows:
Legislation/regulation
Additional audit procedures performed by the Group audit
engagement team and component auditors included:
UK‑adopted IAS and
CompaniesAct 2006
Review of the financial statement disclosures and testing to supporting
documentation
Completion of disclosure checklists to identify areas of non-compliance
Tax compliance regulations
Inspection of advice received from internal tax advisers
Consideration of whether any matter identified during the audit
requiredreporting to an appropriate authority outside the entity
Health and safety regulations
ISAs limit the required audit procedures to identify non-compliance
with these laws and regulations to inquiry of management and where
appropriate, those charged with governance (as noted above) and
inspection of legal and regulatory correspondence, if any. We have
completed these procedures which included discussions with the
Group’s legal counsel
100 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Independent auditor’s report continued
to the members of Trifast plc
The extent to which the audit was considered capable of detecting irregularities,
includingfraud continued
The areas that we identified as being susceptible to material misstatement due to
fraudwere:
Risk Audit procedures performed by the audit engagement team:
Revenue recognition
Tested a sample of transactions accounted pre and post year end
ensured that revenue was recognised in the correct accounting period
inline with the Group’s accounting policy
Determined whether management’s assessment and adjustment
undertaken at Group level to establish appropriate cut-off in accordance
with Incoterms was reasonable; and
Transactions posted to nominal ledger codes outside of the normal
revenue cycle were identified using a data analytic tool and investigated
Management override
ofcontrols
Tested the appropriateness of journal entries and other adjustments
Assessed whether the conclusions reached by management in making
judgements and accounting estimates were indicative of a potential
bias;and
Evaluated the business rationale of any significant transactions that
were unusual or outside the normal course of business
Facilitation payment fraud
Discussed our proposed approach with our forensics specialists
Selected a sample of payments above a predetermined threshold
directly from the Group’s bank statements throughout the period and
subsequent to the year end; and
Considered the nature of these payments to evaluate if there was a risk
of fraud
A further description of our responsibilities for the audit of the financial
statementsislocated on the Financial Reporting Council’s website at:
http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’sreport.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the Board
of Directors on 29 November 2024 to audit the financial statements for the year ended
31March 2025 and subsequent financial periods.
The period of total uninterrupted consecutive appointment is one year, covering the year
ended 31 March 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to
theGroup or the Parent Company and we remain independent of the Group and the
ParentCompany in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee in
accordance with ISAs (UK).
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 an auditor’s report 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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and
Transparency Rules, these financial statements will form part of the Annual Financial Report
prepared in Extensible Hypertext Markup Language (XHTML) format and filed on the
National Storage Mechanism of the UK FCA. This auditor’s report provides no assurance
over whether the annual financial report has been prepared in XHTML format.
Ian Wall (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
103 Colmore Row
Birmingham
B3 3AG
9 July 2025
101 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Consolidated income statement
for the year ended 31 March 2025
Revenue
3, 35
223,466
23 3, 67 1
Cost of sales
(1 60 ,1 1 4)
(174 , 4 0 4)
Gross profit
63, 3 52
59, 267
Other operating income
4
76 6
721
Distribution expenses
(7, 8 6 9)
(6,633)
Administrative expenses before separately disclosed items
(41 , 57 2)
(41 , 3 2 1)
Acquired intangible amortisation
2, 13
(1,7 31)
(1 ,78 0)
Project Atlas
2
—
(2 , 079)
Restructuring and transformation costs
2
(2 ,575)
(1, 491)
Impairment of non-current assets
2, 10
—
(1,964)
Profit on disposal of a subsidiary
2
247
—
Facilitation payment fraud
2
(384)
—
Impairment of customer receivable upon administration
2
(1,0 06)
—
Total administrative expenses
(4 7, 0 2 1)
(4 8 , 6 3 5)
Share of gain/(loss) of associate accounted for using the equity method
36
199
(9 0)
Operating profit
5, 6, 7
9 ,427
4,630
Financial income
8
27 5
269
Financial expenses
8
(4,77 4)
(5 , 6 8 8)
Net financing costs
(4 , 4 9 9)
(5 ,41 9)
Profit/(loss) before taxation
3
4,92 8
(789)
Taxation
9
(3,888)
(3 ,65 1)
(attributable to equity shareholders of the Parent Company)
1,0 40
(4 , 4 4 0)
Basic
25
0. 7 7p
(3.29)p
Diluted
25
0. 7 7p
(3.29)p
The notes on pages 111 to 165 form part of these financial statements.
102 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Consolidated statement of comprehensive income
for the year ended 31 March 2025
Profit/(loss) for the year
1,0 40
(4 , 4 4 0)
Exchange differences on translation of foreign operations
1
(2 ,0 2 4)
(5 ,07 5)
Gain on a hedge of a net investment taken to equity
675
889
Other comprehensive expense
(1,349)
(4 , 1 8 6)
(attributable to the equity shareholders of the Parent Company)
(3 0 9)
(8 , 6 2 6)
1. Net of cumulative foreign exchange loss of £0.1m (FY24: nil) previously recognised in the foreign currency translation reserve reclassified to profit or loss on disposal of a subsidiary. See note 2 for further details
103 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Consolidated statement of changes in equity
for the year ended 31 March 2025
Balance at 31 March 2024
6,806
22 , 537
16, 328
(2 ,1 9 4)
10,49 6
70, 20 5
124 ,17 8
Profit for the year
—
—
—
—
—
1 ,04 0
1,04 0
Other comprehensive expense for the year
—
—
—
—
(1,34 9)
—
(1,34 9)
Total comprehensive (expense)/income recognised for the year
—
—
—
—
(1,349)
1 ,0 40
(3 09)
Issue of share capital (note 24)
—
—
—
—
—
—
—
Share-based payment transactions (net of tax) (note 22)
—
—
—
—
—
446
446
Movement in own shares held (note 24)
—
—
—
361
—
(36 1)
—
Dividends (note 24)
—
—
—
—
—
(3 , 23 5)
(3 , 23 5)
Total transactions with owners
—
—
—
361
—
(3 ,1 5 0)
(2 , 78 9)
Balance at 31 March 2025
6,806
22 , 537
16, 328
(1,833)
9 , 147
68 ,09 5
121,080
104 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Consolidated statement of changes in equity continued
for the year ended 31 March 2025
Balance at 31 March 2023
6,805
22, 530
1 6 , 328
(3 ,017)
14,682
78 , 5 6 1
135, 8 89
Loss for the year
—
—
—
—
—
(4 , 4 4 0)
(4 , 4 4 0)
Other comprehensive expense for the year
—
—
—
—
(4 , 1 8 6)
—
(4 , 1 8 6)
Total comprehensive expense recognised for the year
—
—
—
—
(4 , 1 8 6)
(4 , 4 4 0)
(8, 626)
Issue of share capital (note 24)
1
7
—
—
—
—
8
Share-based payment transactions (net of tax) (note 22)
—
—
—
—
—
(6 7)
(67)
Movement in own shares held (note 24)
—
—
—
823
—
(8 2 3)
—
Dividends (note 24)
—
—
—
—
—
(3 ,0 26)
(3 ,02 6)
Total transactions with owners
1
7
—
823
—
(3 , 91 6)
(3,08 5)
Balance at 31 March 2024
6,806
22, 537
16 , 32 8
(2, 194)
1 0,49 6
70 , 2 0 5
1 24, 17 8

105 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Company statement of changes in equity
for the year ended 31 March 2025
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Own
shares held
£000
Retained
earnings
£000
Total
equity
£000
Balance at 31 March 2024 6,806 22,537 16,328 (2,194) 19,998 63,475
Total comprehensive expense for the year:
Loss for the year — — — — (2,940) (2,940)
Total comprehensive expense recognised for the year — — — — (2,940) (2,940)
Issue of share capital (note 24) — — — — — —
Share-based payment transactions (net of tax) (note 22) — — — — 428 428
Movement in own shares held (note 24) — — — 361 (361) —
Dividends (note 24) — — — — (3,235) (3,235)
Total transactions with owners — — — 361 (3,168) (2,807)
Balance at 31 March 2025 6,806 22,537 16,328 (1,833) 13,890 57,728
106 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Company statement of changes in equity continued
for the year ended 31 March 2025
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Own
shares held
£000
Retained
earnings
£000
Total
equity
£000
Balance at 31 March 2023 6,805 22,530 16,328 (3,017) 19,264 61,910
Total comprehensive income for the year:
Profit for the year — — — — 4,663 4,663
Total comprehensive income recognised for the year — — — — 4,663 4,663
Issue of share capital (note 24) 1 7 — — — 8
Share-based payment transactions (net of tax) (note 22) — — — — (80) (80)
Movement in own shares held (note 24) — — — 823 (823) —
Dividends (note 24) — — — — (3,026) (3,026)
Total transactions with owners 1 7 — 823 (3,929) (3,098)
Balance at 31 March 2024 6,806 22,537 16,328 (2,194) 19,998 63,475
107 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Statements of financial position
at 31 March 2025
Group
Company
and borrowings
20, 26
41, 6 27
41 ,8 48
41,627
41,848
Right-of-use liabilities
12, 20, 26
1 8, 513
15,03 1
—
99
Other payables
21
5 43
8 92
—
—
Provisions
23
1 , 623
1,548
—
—
Deferred tax liabilities
16, 17
4,452
2 ,1 0 5
—
—
Total non‑current liabilities
66,758
6 1 , 424
41,627
41,947
Total liabilities
3
1 0 7, 9 2 3
105,981
49,357
50,672
Net assets
121, 080
1 24 ,17 8
57,72
8
63,475
Share capital
6,806
6, 806
6,806
6,806
Share premium
22 , 537
22,5 37
22,537
22,537
Merger reserve
16,328
16 , 328
16,328
16,328
Own shares held
(1,833)
(2,194)
(1,833)
(2,194)
Translation reserves
9, 1 47
10,49 6
—
—
Retained earnings
6 8 ,095
70 , 2 0 5
13,890
19,998
Total equity
121, 080
1 24 ,17 8
57,72
8
63,475
The loss after tax for the Company is £2 . 9m (FY24: profit after tax £4. 6m).
The notes on pages 111 to 165 form part of these financial statements.
These financial statements were approved by the Board of Directors on 9 July 2025 and
were signed on its behalf by:
Iain Percival Kate Ferguson
Director Director
Group
Company
Property, plant and
equipment
10, 11
18 , 593
19,070
6
5
Right-of-use assets
12
20, 283
1 6, 450
30
55
Intangible assets
13, 14
3 3 , 397
36 , 275
5,359
6,097
Equity investments
15, 36
353
159
42,186
42,186
Non-current trade and other
receivables
19
—
—
56,837
61,208
Deferred tax assets
16, 17
5,91 9
4 , 256
—
63
Total non‑current assets
78, 545
7 6,210
104,418
109,614
Inventories
18
70 , 91 2
73 ,4 03
—
—
Trade and other receivables
19
55, 2 88
59,039
2,077
3,623
as held for sale
10, 11
—
623
—
—
Cash and cash equivalents
26
24,258
20, 8 8 4
590
910
Total current assets
150,45 8
15 3, 9 49
2,667
4,533
Total assets
3
229,00 3
230,159
107,0 85
114,147
Trade and other payables
21
34,5 89
36 ,2 18
3,081
1,660
Right-of-use liabilities
12, 20, 26
2, 805
3, 392
102
11
and borrowings
20, 26
—
—
4,547
6,447
Provisions
23
1 , 328
2,432
—
607
as held for sale
29
—
348
—
—
Tax payable
2, 443
2,1 6 7
—
—
Total current liabilities
41 ,1 6 5
4 4, 557
7,730
8,725
108 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Statements of cash flows
for the year ended 31 March 2025
Group
Company
Profit/(loss) for the year
1,0 40
(4 , 4 4 0)
(2,938)
4,663
Depreciation and amortisation
10, 11, 13, 14
5,3 86
5,6 16
724
710
Right-of-use asset depreciation
12
3, 4 87
4,06 8
26
26
Unrealised foreign currency loss/(gain)
90
(24 8)
(9)
1
Financial income
8
(275)
(2 6 9)
(1,084)
(1,792)
Financial expense (excluding right-of-use liabilities)
8
3, 758
4, 8 93
4,211
4,914
Right-of-use liabilities’ financial expense
8, 12
1, 016
79 6
5
3
Profit on disposal of assets classified as held for sale
—
(2 , 01 4)
—
(2,014)
Share of (loss)/gain of associate accounted for using the equity method
(1 99)
—
—
—
Loss on sale of property, plant and equipment, intangibles and investments
(26)
(59)
—
—
Dividends received
—
—
(7,082)
(15,657)
Equity settled share-based payment charge
426
(1 01)
428
1
Impairment of goodwill and intangible assets
2, 3, 13
—
1 ,476
—
1,476
Gain on termination of right-of-use liabilities and expense on lease back
2
—
(4 5 4)
—
44
Loans due to subsidiaries written back
—
—
—
(267)
Facilitation payment fraud
2
384
—
—
—
Investments and loans/debtors due from subsidiaries written off
—
—
—
175
Gain on sale of disposal of a subsidiary
2
(247)
—
—
—
Impairment of right-of-use assets and property, plant and equipment
2, 10, 11, 12
—
1, 330
—
—
Taxation expense
9
3,888
3,651
66
953
Operating cash inflow/(outflow) before changes in working capital and provisions
18 ,728
14, 245
(5,653)
(6,764)
Change in trade and other receivables
(313)
(4)
1,731
1,037
Change in inventories
1, 629
14 ,9 77
—
—
Change in trade and other payables
49
3,593
801
(450)
Change in provisions
(1,0 30)
(900)
(609)
214
Cash generated from/(used in) operations
19,0 63
31,9 11
(3,730)
(5,963)
Tax paid
(2 ,1 6 8)
(3, 335)
(3)
(10)
Net cash generated from/(used in) operating activities
16,895
28 , 576
(3,733)
(5,973)
109 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Statements of cash flows continued
for the year ended 31 March 2025
Group
Company
Proceeds from sale of property, plant and equipment
292
91
—
—
Proceeds from sale of assets classified as held for sale
10
632
4 ,14 4
—
4,144
Interest received
283
265
877
804
Investment in an associate
—
(1 62)
—
—
Acquisition of property, plant and equipment and intangibles
10, 11, 13, 14
(3 ,42 2)
(4, 573)
12
(429)
Lending to subsidiary undertakings
—
—
(2,192)
(6,421)
Repayment by subsidiary undertakings
—
—
4,709
20,512
Dividends received
—
—
7,082
15,115
Net cash generated (used in)/from investing activities
(2 , 2 15)
(23 5)
10,488
33,725
Proceeds from the issue of share capital
24
—
8
—
8
Repayment of external loans
33
—
(1 1 6 , 5 0 0)
—
(116,500)
Proceeds from external loans
33
62 9
91,414
629
91,414
Proceeds from loans from subsidiaries
—
—
1,484
6,447
Repayment of loans from subsidiaries
—
—
(2,566)
—
Repayment of right-of-use liabilities
12
(4 , 4 0 4)
(3 , 362)
(11)
(22)
Dividends paid
24
(2 ,426)
(3, 02 6)
(2,426)
(3,026)
Interest paid
(4 , 6 7 2)
(6 ,702)
(4,185)
(5,803)
Net cash generated (used in) financing activities
(10 , 873)
(3 8 ,1 6 8)
(7,075)
(27,4 82)
Net change in cash and cash equivalents
3, 807
(9, 82 7)
(320)
270
Cash and cash equivalents at 1 April
20, 8 84
31, 798
910
640
Effect of exchange rate fluctuations on cash held
(433)
(1 , 0 87)
—
—
Cash and cash equivalents at 31 March
24,258
20,8 8 4
590
910
110 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Notes to the financial statements
for the year ended 31 March 2025
1 Material accounting policies
a) Material accounting policies
Trifast plc (the ‘Company’) is a company incorporated in the United Kingdom. The registered
office details are on page 170.
The consolidated financial statements consolidate those of the Company and its subsidiaries
(together referred to as the ‘Group’). The Company financial statements present information
about the Company as a separate entity and not about its Group.
Statement of compliance
Both the Company financial statements and the consolidated financial statements have
been prepared and approved by the Directors in accordance with UK-adopted International
Accounting Standards as applicable to companies reporting under those standards.
On publishing the Company financial statements here together with the consolidated
financial statements, the Company is taking advantage of the exemption in S408 of the
Companies Act 2006 not to present its individual income statement and related notes that
form a part of these approved financial statements.
The material accounting policies set out below have, unless otherwise stated, been
applied consistently to all periods presented in these consolidated and Company financial
statements.
A number of amendments to existing standards are also effective from 1 April 2024 but they
do not have a material effect on the Group financial statements.
The following standards, amendments to standards and interpretations have been issued by
the IASB but not yet effective:
• IAS 21 Lack of Exchangeability – Explicit Requirements for Determination of an Exchange
Rate (effective 1 January 2025)
• Amendment to IFRS 9 and IFRS 7 – Classification and Measurement of Financial
Instruments (effective 1 January 2026)
• IFRS 10 Consolidated Financial Statements – Determination of ‘de facto agent’ (effective
1 January 2026)
• Annual improvements to IFRS Accounting Standards – Volume 11 (effective 1 January 2026)
• IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027)
• IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)
The Group has not decided to adopt these early and is currently assessing the impact of
these accounting standards, amendments to the standards and interpretations.
b) Basis of preparation
The financial statements are prepared in Sterling (which is also the functional currency of the
Parent Company), rounded to the nearest thousand. They are prepared on the historical cost
basis with the exception of certain items which are measured at fair value as disclosed in the
accounting policies below.
The preparation of the financial statements requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. 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 if the
revision affects only that period or in the period of the revision and future periods if the
revision affects current and future periods.
Judgements made by management in the application of full adopted IFRS that have been
issued by the IASB and result in significant effect on the financial statements and estimates
with a significant risk of material adjustment in the next year, if any, are discussed in note 30.
Going concern
A review of the business activity and future prospects of the Group is covered in the
accompanying strategic report. The financial position of the Group, its cash flows, liquidity
position and borrowing facilities are specifically described in the financial review on pages
18 to 22. Detailed information regarding the Group’s current facility levels, liquidity, credit,
interest and foreign exchange risk is provided in note 26.
Current trading and forecasts show that the Group will continue to generate positive EBITDA
and generate cash. The banking facilities and covenants (leverage and interest cover) that
are in place provide appropriate headroom against forecasts based on the current outlook.
There are some headwinds in the global economic environment including the impact of the
tariffs and the elevated interest rate environment; however, should there be adverse factors
beyond expectation, the Directors are confident, given the low levels of leverage within the
business and the expectation that this will reduce further, that these would be mitigated.
As such, the Directors do not consider there to be material uncertainties relating to events
or conditions that may be relevant to the next 12 months from signing of the annual
financial statements, which cast doubt on the going concern status. This is also the case
after performing sensitivity analysis, reverse stress testing scenarios to break point for
the covenants and understanding what this would equate to either increasing net debt
or reducing EBITDA, the key inputs of which have been disclosed on pages 48 and 49.
Thus, based on the stress testing performed (excluding the impact of our potential
mitigating actions), a breach of covenant (interest cover) would only occur if revenue
for FY 2026 was to fall by 35% of the budgeted level. the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational existence
for the foreseeable future and hence they continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
111 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

Notes to the financial statements continued
for the year ended 31 March 2025
1 Material accounting policies continued
b) Basis of preparation continued
Climate change
In preparing the consolidated financial statements, management have considered the impact
of the climate-related risks and opportunities on the business, including short-term (0–3
years) and medium-term (3–15 years) transitional risks resulting from a shift towards a more
sustainable future. Management have considered the potential effects of climate-related
changes in its assessment of going concern and viability of the business, future cash flow
forecasts underpinning impairment testing, and in its assessment of the residual values of
property, plant and equipment. Management have determined that, other than expected
impact of CBAM tax on cash flows in Europe and expected capital expenditure while we
continue to invest in projects to reduce our carbon footprints, both of which have been
factored into the Group’s cash flow forecasts, there is no material impact on these financial
statements.
c) Basis of consolidation
i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed,
or has rights, to variable returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. The financial statements of
subsidiaries are included in the consolidated financial statements of the Group from the date
that control commences until the date that control ceases.
Non-controlling interests (NCI) are measured at their proportionate share of the investee’s
identifiable net assets at the date of acquisition.
ii) Transactions eliminated on consolidation
Intra-Group balances, and any unrealised gains and losses or income and expenses arising from
intra-Group transactions, are eliminated in preparing the consolidated financial statements.
d) Foreign currency
i) Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies at
the balance sheet date are translated to functional currencies at the foreign exchange rate
ruling at that date. Foreign exchange differences arising on translation are recognised in the
consolidated income statement. Non-monetary assets and liabilities that are measured in
terms of historical cost in a foreign currency are translated using the exchange rate at the
date of the transaction.
ii) Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments
arising on consolidation, are translated to Sterling at foreign exchange rates ruling at the
balance sheet date. The revenues and expenses of foreign operations are translated to
Sterling at average rates of exchange for the period, where this rate approximates to the
foreign exchange rates ruling at the dates of the transactions.
Foreign exchange differences arising on retranslation are recognised in a separate
component of equity, the translation reserve, through other comprehensive income.
They are released into the income statement as part of the gain or loss on disposal.
e) Hedge of net investment in foreign operations
The portion of the gain or loss on an instrument used to hedge a net investment in a foreign
operation that is determined to be an effective hedge is recognised in OCI and presented in
the translation reserve within equity. The ineffective portion is recognised immediately in the
income statement. The effective portion is recycled and recognised in the income statement
upon disposal of the operation.
f) Property, plant and equipment
i) Owned assets
Property, plant and equipment are stated at cost or deemed cost less accumulated
depreciation (see below) and impairment losses (see accounting policy (j)).
ii) Depreciation
Depreciation is charged to the income statement on a straight-line basis over the
estimated useful lives of each part of an item of property, plant and equipment. Land is not
depreciated. The depreciation rates are as follows:
Freehold and long leasehold buildings — 2% per annum on a straight-line basis or the
period of the lease
Short leasehold properties — period of the lease
Leasehold improvements — period of the lease
Motor vehicles — 20–25% per annum on a straight-line basis
Plant and machinery — 10–20% per annum on a straight-line basis
Fixtures, fittings and office equipment — 10–25% per annum on a straight-line basis
When parts of an item of property, plant and equipment have different useful lives,
those components are accounted for as separate items of property, plant and equipment.
Where relevant, residual values are reassessed annually.
iii) Right‑of‑use leases
The Group’s leases primarily comprise of right-of-use assets regarding land and buildings,
motor vehicles and equipment which it uses for its daily operations. Short-term leases (<12
months) and leases for which the underlying asset is of a low value (<£4,000) are excluded.
The Group recognises a right-of-use asset and a lease liability at the lease commencement
date. The right-of-use asset is initially measured at cost, and subsequently at cost less any
accumulated depreciation and impairment losses. The right-of-use asset is subsequently
depreciated using the straight-line method from the lease commencement date to the end
of the lease term. In addition, the right-of-use asset is periodically reduced by impairment
losses, if any, and adjusted for certain remeasurements of the lease liability.
112 Trifast plc Annual Report 2025
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Notes to the financial statements continued
for the year ended 31 March 2025
1 Material accounting policies continued
f) Property, plant and equipment continued
iii) Right‑of‑use leases continued
The lease liability is initially measured at the present value of the lease payments (excluding
non-lease components) that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the lessee’s
incremental borrowing rate. Generally, the Group uses its incremental borrowing rate.
The lease liabilities are subsequently increased by the interest cost on the lease liability and
decreased by lease payments made. The liability will be remeasured if there is a change in
the future lease payments or if there are changes in the estimated length of the lease.
The lease period is established as the non-cancellable period together with the opportunity
to extend the lease if the lessee is reasonably certain to utilise that option, and periods
covered by an opportunity to terminate the lease if the lessee is reasonably certain not to
utilise that option.
When the Group renegotiates the contractual terms of a lease with the lessor, the
accounting depends on the nature of the modification:
If the renegotiation results in one or more additional assets being leased for an amount
commensurate with the standalone price for the additional rights-of-use obtained, the
modification is accounted for as a separate lease in accordance with the above policy
In all other cases where the renegotiation increases the scope of the lease (whether that
is an extension to the lease term, or one or more additional assets being leased), the lease
liability is remeasured using the discount rate applicable on the modification date, with the
right-of-use asset being adjusted by the same amount.
If the renegotiation results in a decrease in the scope of the lease, both the carrying amount
of the lease liability and right-of-use asset are reduced by the same proportion to reflect the
partial or full termination of the lease, with any difference recognised in profit or loss. The
lease liability is then further adjusted to ensure its carrying amount reflects the amount of
the renegotiated payments over the renegotiated term, with the modified lease payments
discounted at the rate applicable on the modification date. The right-of-use asset is adjusted
by the same amount
The Group sometimes negotiates break clauses in its property leases. On a case-by-case
basis, the Group will consider whether the absence of a break clause would expose the
Group to excessive risk.
Typically, factors considered in deciding to negotiate a break clause include:
• The length of the lease term
• The economic stability of the environment in which the property is located
• Whether the location represents a new area of operations for the Group
iv) Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and equipment
the cost of replacing part of such an item when that cost is incurred, if it is probable that the
future economic benefits embodied within the item will flow to the Group and the cost of the
item can be measured reliably. All other costs are recognised in the income statement as an
expense as incurred.
g) Intangible assets
i) On business combinations
All business combinations are accounted for by applying the acquisition method. In respect
of business combinations that have occurred since 1 April 2004, goodwill represents the
difference between the fair value of the consideration transferred and the fair value of
the net identifiable assets acquired. Identifiable intangibles are those which can be sold
separately or which arise from legal rights regardless of whether those rights are separable.
Costs related to the acquisition, other than those associated with the issue of debt or equity
securities, are expensed as incurred. Any contingent consideration payable is recognised at
fair value at the acquisition date. For non-equity amounts any subsequent changes to the
fair value are recognised in the profit and loss.
Positive goodwill arising on acquisitions is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash generating units and is not amortised but is tested
annually for impairment (see accounting policy (j)).
ii) Other intangible assets
The expenditure capitalised as software is directly attributable to the design and build of
the new system and includes the cost of materials and external consultants as well as an
appropriate allocation of overheads. Other development expenditure is recognised in the
income statement as an expense as incurred. Capitalised development expenditure is stated
at cost less accumulated amortisation and less accumulated impairment losses.
Intangible assets other than goodwill that are acquired by the Group are stated at cost less
accumulated amortisation (see below) and impairment losses (see accounting policy (j)).
Expenditure on internally generated goodwill and brands is recognised in the income
statement as an expense as incurred.
iii) Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases
the future economic benefits embodied in the specific asset to which it relates. All other
expenditure is expensed as incurred.
113 Trifast plc Annual Report 2025
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1 Material accounting policies continued
g) Intangible assets continued
iv) Amortisation
Amortisation is charged to the consolidated income statement in administrative expenses
on a straight-line basis over the estimated useful lives of intangible assets, unless such
lives are indefinite. Goodwill and intangible assets with an indefinite useful life are tested
systematically for impairment at each annual balance sheet date. The amortisation rates of
other intangible assets per annum are as follows:
Customer relationships — 6.7% to 12.5%
Technology — 6.7% to 10%
Order backlog — 100%
Marketing – related — 8.3% to 20%
Other — 20% to 33%
h) Non‑derivative financial instruments
i) Investments in subsidiaries and associates
Investments in subsidiaries and associates are held in the Company balance sheet at historic
cost net of any impairment (see accounting policy (j)).
ii) Trade and other receivables
Trade and other receivables are recognised initially at the transaction price when they
originated, and subsequently at amortised cost less impairment losses (see accounting policy
(j)). Interest income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
iii) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original
maturity of three months or less. Bank overdrafts that are repayable on demand and form
an integral part of the Group’s cash management are included as a component of cash and
cash equivalents only for the purpose of the statements of cash flows.
iv) Interest‑bearing borrowings
Interest-bearing borrowings are recognised initially at fair value net of any transaction costs.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost
using the effective interest method. Interest expense and foreign exchange gains and losses
are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit
or loss.
v) Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequently, they are
measured at amortised cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
i) Inventories
Inventories are stated at the lower of cost and net realisable value with provision being
made for obsolete and slow-moving items. This policy is applied consistently across the
Group, however the estimation techniques used by the subsidiaries vary depending on the
underlying data available. In determining the cost of raw materials, consumables and goods
purchased for resale, a first-in first-out purchase price is used and includes expenditure
incurred in acquiring the inventories and bringing them to their existing location and
condition. For a small number of locations, weighted average purchase price is used where
this is suitable for the business, the nature of the inventory and is calculated on a consistent
basis year-on-year. For work in progress and finished goods manufactured by the Group,
cost is taken as production cost, which includes an appropriate proportion of attributable
overheads based on normal operating capacity.
j) Impairment
The carrying amounts of the Group’s assets, other than inventories (see accounting policy
(i)) and deferred tax assets (see accounting policy (p)), are reviewed at each balance sheet
date to determine whether there is any indication of impairment.
Financial assets measured at amortised cost and contract assets (as defined in IFRS 15) are
considered to be credit impaired if evidence indicates that one or more events has had a
negative effect on the estimated future cash flows of that asset.
When determining whether evidence indicates there is a negative effect on estimated future
cash flows, the Company considers reasonable and supportable information that is relevant
and available without undue cost or effort. This includes both quantitative and qualitative
information and analysis, based on the Company’s historical experience and informed credit
assessment and including forward-looking information.
Loss allowances for expected credit losses (ECLs) are recognised when they are expected
to arise as the present value of all cash shortfalls (i.e. the difference between the cash flows
due to the entity in accordance with the contract and the cash flows that the Company
expects to receive). ECLs are discounted at the effective interest rate of the financial asset
where appropriate. The Company measures loss allowances at an amount equal to lifetime
ECL, except for other debt securities and bank balances for which credit risk (i.e. the risk
of default occurring over the expected life of the financial instrument) has not increased
significantly since initial recognition, which are measured as 12-month ECL.
The Group uses a simplified approach and practical expedients such as ageing buckets and
uses historical loss rates adjusted for current and forward-looking information.
Lifetime ECLs are the ECLs that result from all possible default events over the expected
life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default
events that are possible within the 12 months after the reporting date (or a shorter period if
the expected life of the instrument is less than 12 months).
The gross carrying amount of a financial asset is written off (either partially or in full) to the
extent that there is no realistic prospect of recovery.
For goodwill and other intangible assets that have an indefinite useful life, the recoverable
amount is estimated at each annual balance sheet date.
Notes to the financial statements continued
for the year ended 31 March 2025
114 Trifast plc Annual Report 2025
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1 Material accounting policies continued
j) Impairment continued
An impairment loss is recognised whenever the carrying amount of an asset or its cash
generating unit exceeds its recoverable amount. Impairment losses are recognised in the
consolidated income statement unless the asset is recorded at a revalued amount, in which
case it is treated as a revaluation decrease.
Impairment losses recognised in respect of cash generating units are allocated first to
reduce the carrying amount of any goodwill allocated to cash generating units and then
to reduce the carrying amount of the other assets in the unit on a pro-rata basis. A cash
generating unit is the smallest identifiable group of assets that generates cash inflows that
are largely independent of the cash inflows from other assets or groups of assets.
i) Calculation of recoverable amount
The recoverable amount is the greater of net selling price and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. For an asset that does not generate largely independent
cash inflows, the recoverable amount is determined for the cash generating unit to which the
asset belongs.
ii) Reversals of impairment
An impairment loss in respect of goodwill is not reversed. An impairment loss on any other
asset is assessed at each reporting date and is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been recognised.
k) Dividends
Dividends to the Company’s shareholders are recognised as a liability and deducted from
shareholders’ equity in the period in which the shareholders’ right to receive payment is
established.
l) Employee benefits
i) Defined contribution plans
The Group operates defined contribution pension schemes which include stakeholder
pension plans. The assets of these schemes are held separately from those of the Group
in independently administered funds. The amount charged against profits represents the
contributions payable to the schemes in respect of the accounting period. The Group pays
fixed contributions and will have no legal or constructive obligation to pay further amounts.
ii) Share‑based payment transactions
The grant date fair value of equity settled share-based payment arrangements granted to
employees is generally recognised as an expense, with a corresponding increase in equity,
over the vesting period of the awards.
The amount recognised as an expense is adjusted to reflect the number of awards for which
the related service and non-market performance conditions are expected to be met, such
that the amount ultimately recognised is based on the number of awards that meet the
related service and non-market performance conditions at the vesting date. For share-based
payment awards with non-vesting conditions and market performance conditions, the grant
date fair value of the share-based payment is measured to reflect such conditions and there
is no true-up for differences between expected and actual outcomes.
The fair value of the amount payable to employees in respect of cash settled awards
is recognised as an expense with a corresponding increase in liabilities over the period
during which the employees become unconditionally entitled to payment. The liability is
remeasured at each reporting date and at settlement date based on the fair value of the
award. Any changes in the liability are recognised in profit or loss.
Where the Company grants awards over its own shares to the employees of its subsidiaries,
it recognises, in its individual financial statements, an amount owed by subsidiary
undertakings if the cost will be recharged. If the cost is not recharged, it is recognised as
an increase in the cost of investment in its subsidiaries. In both cases, the corresponding
balance is recognised in equity or liabilities depending on the method of settlement.
The amount recognised is equivalent to the share-based payment charge recognised in
its consolidated financial statements.
iii) Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably
committed, without realistic possibility of withdrawal, to a formal plan to terminate
employment before the normal retirement date.
m) Provisions
A provision is recognised in the balance sheet when the Group has a present legal or
constructive obligation as a result of a past event, and it is probable that an outflow of
economic benefits will be required to settle the obligation. If the effect is material, provisions
are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, when appropriate, the risks
specific to the liability.
n) Revenue
Revenue from the sale of goods rendered is recognised net of VAT in the consolidated
income statement when the performance obligation is satisfied and the customer obtains
control which is based on customer agreements. In accordance with normal practice, there
is a single performance obligation, which is on dispatch of goods or at the point of customer
acceptance where appropriate, in accordance with the incoterms agreed with the customers.
The transaction price is determined by the invoice amount with adjustments made for
variable consideration (i.e. rebates) where applicable.
Payment terms across the Group vary depending on the geographic location of each operating
company. Payment is typically due between 30 and 90 days after the invoice is issued.
Notes to the financial statements continued
for the year ended 31 March 2025
115 Trifast plc Annual Report 2025
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1 Material accounting policies continued
n) Revenue continued
Variable consideration relating to volume rebates has been constrained in estimating
revenue in order that it is highly probable that there will not be a future reversal in the
amount of revenue recognised when the amount of volume rebates has been determined.
o) Expenses
i) Repayment of right‑of‑use liabilities
Minimum lease payments are apportioned between the finance charge and the reduction of
the outstanding liability. The finance charge is allocated to each period during the lease term
so as to produce a constant periodic rate of interest on the remaining balance of the liability.
ii) Net financing costs
Net financing costs comprise interest payable on borrowings and right-of-use liabilities
calculated using the effective interest rate method and interest receivable on funds invested.
Interest income is recognised in the consolidated income statement as it accrues, using the
effective interest method. Net finance costs also include the amortisation of arrangement
fees and related costs.
p) Taxation
Tax on the profit or loss for the period presented comprises current and deferred tax.
Tax is recognised in the consolidated income statement except to the extent that it relates to
items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates
enacted or substantively enacted at the balance sheet date, and any adjustment to tax
payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary
differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The following temporary differences
are not provided for: the initial recognition of goodwill not deductible for tax purposes,
the initial recognition of assets or liabilities that affect neither accounting nor taxable
profit (applicable for all transactions other than business combinations), and differences
relating to investments in subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred tax provided is based on the expected manner
of realisation or settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable
profits will be available against which the asset can be utilised. Deferred tax assets are reduced
to the extent that it is no longer probable that the related tax benefit will be realised.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right
to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to
taxes levied by the same tax authority on either:
• The same taxable Group company
• Different Group entities which intend either to settle current tax assets and liabilities on
a net basis, or to realise the assets and settle the liabilities simultaneously, in each future
period in which significant amounts of deferred tax assets or liabilities are expected to be
settled or recovered
Additional income taxes that arise from the distribution of dividends are recognised at the
same time as the liability to pay the related dividend. Information as to the calculation of
income tax on the profit or loss for the period presented is included in note 9.
q) Operating segment reporting
A segment is a distinguishable component of the Group that engages in business activities
from which it may earn revenues and incur expenditure (including revenues and expenses
relating to transactions with other components of the same entity), whose operating results
are regularly reviewed by the Group’s Chief Operating Decision Maker (the Executive
Leadership Team) in order to make decisions about allocating resources and to assess its
performance, and for which discrete financial information is available.
The Group operates in a number of geographical economic environments. The Company
only operates in one business segment, being the manufacture and logistical supply of
industrial fasteners and Category ‘C’ components.
r) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares.
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of
the Company by the weighted average number of ordinary shares outstanding during the
period. Diluted EPS is determined by adjusting the weighted average number of ordinary
shares outstanding for the effects of all dilutive potential ordinary shares, which comprise
share options and deferred equity awards granted to employees.
s) Underlying measure of profits and losses
The Group believes that underlying operating profit and underlying profit before tax
provide additional guidance to statutory measures to help understand the underlying
performance of the business during the financial period. The term ‘underlying’ is not defined
under Adopted IFRS. It is a measure that is used by management to assess the underlying
performance of the business internally and is not intended to be a substitute measure for
adopted IFRS GAAP measures.
Notes to the financial statements continued
for the year ended 31 March 2025
116 Trifast plc Annual Report 2025
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1 Material accounting policies continued
s) Underlying measure of profits and losses continued
The Group defines these underlying measures as follows:
• Underlying profit before tax is profit before taxation and separately disclosed items
(see note 2)
• Underlying profit after tax is profit after taxation but before separately disclosed items
(see note 2) and is used in the calculation of underlying earnings per share
• Underlying operating and segment results (see note 3) are operating and segment profit
before separately disclosed items
It should be noted that the definitions of underlying items being used in these financial
statements are those used by the Group and may not be comparable with the term
‘underlying’ as defined by other companies within the same sector or elsewhere.
Separately disclosed items are included within the income statement caption to which
they relate.
t) Separately disclosed items (see note 2)
The Board exercise judgement in determining the classification of certain items as
‘separately disclosed items’ using quantitative and qualitative factors. In determining
whether an item should be presented as a separately disclosed item, the Group considers
items which are significant either because of their size or their nature, and which may be
non-recurring. For an item to be considered as a separately disclosed item, it must initially
meet at least one of the following criteria:
• Its size is significant in the context of the element of the results or balance it relates to
• The nature of the item is outside the normal or core business activities
• It may span accounting periods but is not expected to recur routinely in future periods
If an item meets at least one of the criteria, the Board then exercises judgement as to
whether the item should be classified as a separately disclosed item. In exercising this
judgement, the Board also takes into account consistency with any disclosures in prior
periods.
Separate presentation of the ‘separate disclosed items’ is intended to enhance full
understanding of the financial performance of the Group in the particular year under review
and the extent to which results are influenced by material unusual and/or non-recurring
items. The Directors review segmental results under an underlying basis before these
‘separately disclosed items’ to analyse the performance of operating segments.
Notes to the financial statements continued
for the year ended 31 March 2025
u) Own shares acquired by Employee Benefit Trust
The Employee Benefit Trust (EBT) provides for the issue of shares to Group employees
under share-based payment arrangements. The Company is the sole funder of the EBT, and
all shares and assets held by the EBT are held under a trust arrangement for the benefit of
Group employees and the Company, and the Company therefore accounts for the EBT as an
extension to the Company in the financial statements.
Repurchased shares (classified as own shares acquired) are recognised at the amount
of consideration paid, which includes directly attributable costs, as a deduction from
equity. They are presented separately in equity as own shares held. When the shares are
subsequently sold or used to settle future equity award commitments, the amount received
is recognised as an increase in equity.
2 Underlying profit before tax and separately disclosed items
Underlying profit before tax
10,377
6,525
Acquired intangible amortisation
13
(1,731)
(1,780)
Project Atlas
—
(2,079)
Restructuring and transformation costs
(2,575)
(1,491)
Impairment of non-current assets
13
—
(1,964)
Impairment of customer receivable on
administration
(1,006)
—
Facilitation payment fraud
(384)
—
Profit on disposal of a subsidiary
247
—
Profit/(loss) before tax
4,928
(789)
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2 Underlying profit before tax and separately disclosed items continued
Underlying EBITDA
32
22,018
19,848
Project Atlas
—
(2,079)
Restructuring and transformation costs
(2,575)
(1,491)
Impairment of non-current assets
13
—
(1,964)
Impairment of customer receivable on
administration
(1,006)
—
Facilitation payment fraud
(384)
—
Profit on disposal of a subsidiary
247
—
EBITDA
18,300
14,314
Acquired intangible amortisation
13
(1,731)
(1,780)
Depreciation, right-of-use assets and
non-acquired amortisation
(7,142)
(7, 904)
Operating profit
9,427
4,630
Recurring items
Intangible amortisation relating to acquisitions has been separately disclosed so as to
present the trading performance of the respective entities with a charge on a comparable
basis to other entities in the Group.
Event‑driven items
Project Atlas
Project Atlas is now complete and hence, no charge in the current period. Project Atlas was
a multi-year investment into our IT infrastructure and underlying business processes. In
FY24, Project Atlas costs also include impairment of intangible assets under development
related to a ‘customer engagement’ software being developed amounting to £0.9m.
Restructuring and transformation costs
Restructuring and transformation costs of £2.6m (FY24: £1.5m) primarily comprises of the
following:
Restructuring and other related charges FY25
2,575
—
National Distribution Centre costs
—
2,363
programme
—
(901)
Profit on sale of assets related to restructuring
—
(2,014)
programme
—
1,871
Others
—
172
Total
2,575
1,491
Restructuring and transformation costs of £2.6m are charges incurred in relation to the
key strategic initiatives (margin management, focused growth, operational efficiency and
organisational effectiveness) initiated in line with the new strategy launched at the end of
FY24. Includes primarily costs for transformation activities, redundancies and other costs
directly related to the key strategic initiatives. These charges include £0.9m provided
towards a strategic restructuring programme approved by the Board in March 2025, aimed
at streamlining operations across the UK, Ireland and TOSH, including role reductions, office
closures and the establishment of an overseas shared service centre. Includes cost primarily
towards redundancies and legal costs.
In FY24 £2.4m charges primarily related to cost incurred towards the project team,
professional fees and other related costs incurred for closure of sites across the UK and
setting up the National Distribution Centre (NDC) in the Midlands.
Income of £0.9m in FY24 is the write back of right-of-use liabilities on assignment of the
lease that was previously impaired of £0.5m and the remaining relates to release of certain
redundancy provisions not required both related to the restructuring programme initiated in
Q4 FY23.
Notes to the financial statements continued
for the year ended 31 March 2025
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2 Underlying profit before tax and separately disclosed items continued
Event‑driven items continued
Restructuring and transformation costs continued
Profit on sale of assets held for sale of £2.0m in FY24 relates to the freehold land and building
at Bellbrook Park, Uckfield, which was classified as held for sale in FY23 and was disposed of
as part of the Q4 FY23 restructuring programme. The sale was completed in October 2023.
In FY24, £1.9m is a result of a Group restructuring programme initiated in Q4 FY24 to further
reduce operating cost through a c.10% cutback in our non-operational staff globally. As part
of this restructure, we established a leaner organisational structure to enable faster decision
making and cost savings.
Impairment of non‑current assets
Impairment of non-current assets in FY24 of £1.9m (£0.5m intangible assets, £1.0m
right-of-use assets and £0.4m property, plant and equipment) relates to TR Hungary Kft
(‘TR Hungary’) cash generating unit. See note 13 for further details.
TR Hungary displays no indicators of impairment in FY25 after an assessment was
performed and no reversals of prior year impairments took place within the year.
Impairment of customers receivable on administration
On 27 June 2024, one of our customers entered into administration. Given the administration
status of the customer, the debtor balance of £1.0m as on the date the customer went into
administration was impaired. The management is closely monitoring the situation and will
take appropriate actions to mitigate any potential financial impact on the Group. The amount
has been presented as a separately disclosed item due to it being one-off in nature.
Facilitation payment fraud
Included within separately disclosed items is a provision of £0.4m in relation to an external
facilitation payment fraud incident involving an impersonation scam that occurred during
FY25. While recovery is expected, the criteria for recognising a receivable were not met as
at 31 March 2025. Also, see note 29 for further details.
Profit on disposal of a subsidiary
Profit on disposal of a subsidiary of £0.2m is for the sale of TR Norge AS to Otto Olsen on
3 April 2024. Otto Olsen will provide a solid and stable base for the TR Norge AS team and
enable customers to continue to be supported by a locally aligned business. The subsidiary
was disposed for a sales consideration (net of direct costs) of £0.7m which adjusted for net
assets of TR Norge AS of £0.4m and recycling the cumulative translation reserve loss of
£0.1m resulted in a profit of £0.2m.
Notes to the financial statements continued
for the year ended 31 March 2025
Management have removed the event-driven costs and unusual or non-recurring items
discussed above to allow the reader of the accounts to understand the underlying trading
performance of the Group. Further reconciliations of underlying measures to GAAP
measures can be found in note 32. The underlying measures may not be comparable across
companies. The exclusion of separately disclosed items may result in underlying measures
being materially higher or lower than the statutory measures. In particular, when significant
impairments and restructuring charges are excluded, underlying measures will be higher
than the statutory measures.
3 Operating segmental analysis
Segment information, as discussed in note 1(q), is presented in the consolidated financial
statements in respect of the Group’s geographical segments. This reflects the Group’s
management and internal reporting structure, and the operating basis on which individual
operations are reviewed by the Chief Operating Decision Maker (the Executive Leadership
Team). Performance is measured based on each segment’s underlying operating result
as included in the internal management reports that are reviewed by the Chief Operating
Decision Maker. This is used to measure performance as management believes that such
information is the most relevant in evaluating the results of certain segments relative to
other entities that operate within the industry.
Inter-segment pricing is determined on an arm’s length basis. Segment results, assets
and liabilities include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.
Goodwill and intangible assets acquired on business combinations are included in the region
to which they relate.
Geographical operating segments
The Group is comprised of the following main geographical operating segments:
• UK & Ireland
• Europe: includes Sweden, Hungary, Holland, Italy, Germany and Spain
• North America
• Asia: includes Malaysia, China, Singapore, Taiwan, Thailand and India
119 Trifast plc Annual Report 2025
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3 Operating segmental analysis continued
Geographical operating segments continued
In presenting information on the basis of geographical operating segments, segment revenue and segment assets are based on the geographical location of our entities across the world and
are consolidated into the four distinct geographical regions, which the Executive Leadership Team (the ‘ELT’) uses to monitor and assess the Group. Interest is reported on a net basis rather
than gross as this is how it is presented to the Chief Operating Decision Maker. All material non-current assets are located in the country the relevant Group entity is incorporated in.
Revenue from external customers
69,126
77,17
1
32,978
44,191
—
223,466
Inter-segment revenue (eliminated on consolidation)
3,036
1,659
131
7, 356
—
12,182
Total revenue
72,162
78,830
33,109
51,547
—
235,648
Underlying operating result
2,927
6,926
3,008
8,846
(6,831)
14,876
Net financing costs
(65)
(916)
(873)
462
(3,107)
(4,499)
Underlying segment result
2,862
6,010
2,135
9,308
(9,938)
10,377
Separately disclosed items (see note 2)
(1,201)
(2,060)
(381)
(432)
(1,375)
(5,449)
Profit/(loss) before tax
1,661
3,950
1,754
8,876
(11,313)
4,928
Depreciation and amortisation
(2,357)
(3,287)
(840)
(1,552)
(837)
(8,873)
Non-current asset additions
6,046
4,695
198
863
—
11,802
Non-current assets
1
26,768
16,317
4,297
19,733
5,510
72,626
Segment assets
71,186
69,946
24,322
56,468
7,081
229,003
Segment liabilities
(22,454)
(20,041)
(4,282)
(10,497)
(50,586)
(107,860)
1. Non-current assets exclude financial instruments and deferred tax
Notes to the financial statements continued
for the year ended 31 March 2025
120 Trifast plc Annual Report 2025
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3 Operating segmental analysis continued
Geographical operating segments continued
Revenue from external customers
73,394
86,403
28,989
44,885
—
233,671
Inter-segment revenue (eliminated on consolidation)
4,151
1,635
236
7,17
7
—
13,199
Total revenue
77,545
88,038
29,225
52,062
—
246,870
Underlying operating result
3,383
5,925
1,552
7,99
6
(6,912)
11,944
Net financing costs
(485)
(1,101)
(1,096)
400
(3,137)
(5,419)
Underlying segment result
2,898
4,824
456
8,396
(10,049)
6,525
Separately disclosed items (see note 2)
(2,336)
(2,552)
(530)
(207)
(1,689)
(7, 314)
Profit/(loss) before tax
562
2,272
(74)
8,189
(11,737)
(789)
Depreciation and amortisation
(2,634)
(3,767)
(825)
(1,723)
(735)
(9,684)
Non-current asset additions
9,517
1,417
177
713
474
12,299
Non-current assets
1
24,763
15,352
5,080
20,598
6,161
71,954
Segment assets
73,738
69,610
24,342
55,107
7,362
230,159
Segment liabilities
(21,024)
(17,990)
(3,911)
(11,861)
(51,195)
(105,981)
1. Non-current assets exclude financial instruments and deferred tax
There were no material differences in North America between the external revenue based on location of the entities and the location of the customers. Of the UK & Ireland external revenue,
£6.2m (FY24: £7.3m) was sold into the European market. Of the Asian external revenue, £4.4m (FY24: £5.3m) was sold into the North American market and £3.2m (FY24: £4.5m) was sold
into the European market.
Within Europe, TR Italy has revenue of £27.0m (FY24: £28.2m) and non-current assets of £8.0m (FY24: £10.0m).
Within Asia, TR Formac Singapore has revenue of £19.9m (FY24: £18.7m) and non-current assets of £4.2m (FY24: £3.9m).
Revenue is derived solely from the manufacture and logistical supply of industrial fasteners and Category ‘C’ components.
Notes to the financial statements continued
for the year ended 31 March 2025
121 Trifast plc Annual Report 2025
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4 Other operating income
Rental income received from freehold properties
20
16
Other income
746
705
766
721
Other income primarily includes tax credits for manufacturing investments in Industry 4.0 at
TR Italy £0.4m (FY24: £0.4m).
Included within other income is <£0.1m (FY24: <£0.1m) of R&D tax credits.
5 Expenses and auditor’s remuneration
Included in profit for the year are the following:
amortisation
10, 13
3,655
3,836
Right-of-use assets depreciation
12
3,487
4,068
Amortisation of acquired intangibles
13
1,731
1,780
Short-term/low-value lease expense
12
309
230
Net foreign exchange gain
(198)
(646)
Project Atlas (including impairment of
‘Customer engagement’ software)
—
2,079
Loss/(profit) on disposal of fixed assets
(26)
(59)
Profit on disposal of assets classified as
held for sale
—
(2,014)
The employee benefit expense recognised in the year is disclosed in note 22.
Auditor’s remuneration:
Audit of these financial statements
439
394
to legislation
531
436
Other assurance services
—
68
Total
970
898
Other assurance services in FY24 mainly relate to the interim review.
6 Staff numbers and costs
The average number of people employed by the Group (including Directors) during the year,
analysed by category, was as follows:
Group
Company
Number of employees
Number of employees
2025
2024
2025
2024
Office and management
107
112
—
32
Manufacturing
310
325
—
—
Sales
178
187
—
—
Distribution
581
608
—
—
1 ,176
1,232
—
32
The aggregate payroll costs of these people were as follows:
Group
Company
£000
£000
2025
2024
2025
2024
(including accrued bonus)
41,844
38,794
—
3,421
Share-based payments
426
(102)
428
1
Social security costs
4,544
4,485
—
508
note 22)
2,176
2,366
—
178
48,990
45,543
428
4,108
All the employees (including the Board) previously employed by the Company were
transferred to the subsidiary, Trifast Overseas Holdings Limited in FY25, accordingly no
salary costs directly incurred by the Company.
Notes to the financial statements continued
for the year ended 31 March 2025
122 Trifast plc Annual Report 2025
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7 Directors’ emoluments
Directors’ emoluments
945
1,104
Compensation for loss of office
—
353
pension plans
12
13
Pension cash payments
20
11
977
1,481
The emoluments of individual Directors are shown in the remuneration report on pages
70 to 92.
The aggregate emoluments of the highest paid Director excluding pensions was £0.44m
(FY24: £0.29m), which included no vested LTIP or deferred equity award (FY24: £nil),
Company pension contributions of £nil (FY24: £13,000) made to a money purchase scheme
on his behalf and pension cash payments of £20,000 (FY24: £nil). During the year, no SAYE
share options were exercised by the highest paid Director (FY24: nil) and no deferred equity
shares were exercised by the highest paid Director (FY24: nil).
The annual IFRS 2 charges relating to Board share option schemes was £0.3m (FY24: £0.1m).
The highest paid Director’s element of this charge was £0.2m (FY24: <£0.1m).
2025
2024
Retirement benefits are accruing to the following number of
Directors under money purchase schemes
1
1
The number of Directors who exercised share options was
—
—
See pages 70 to 92 of the remuneration report for more details.
Directors’ rights to subscribe for shares in the Company are also set out in the remuneration
report.
Notes to the financial statements continued
for the year ended 31 March 2025
8 Financial income and expense
Interest income on financial assets
275
269
liabilities
4,774
5,688
FY25 includes £1.0m of interest on the right-of-use liabilities in compliance with IFRS 16, see
note 12 (FY24: £0.8m).
9 Taxation
Current year
65
10
Adjustments for prior years
2
—
67
10
Current year
3,259
2,964
Adjustments for prior years
(91)
189
3,168
3,153
Total current tax
3,235
3,163
Origination and reversal of temporary differences
1,248
539
Change in tax rates
—
—
Adjustments for prior years
(595)
(51)
Deferred tax income
653
488
Tax in income statement
3,888
3,651
123 Trifast plc Annual Report 2025
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9 Taxation continued
Deferred tax recognised directly in equity
31
(21)
Total tax recognised in equity
31
(21)
Profit/(loss) for the period
1,040
(4,440)
Tax from continuing operations
3,888
3,651
Profit/(loss) before tax
4,928
(789)
Tax using the UK corporation tax rate of 25% (FY24: 25%)
1,232
25
(197)
25
Tax suffered on dividends
203
4
589
(74)
Non-deductible expenses
1,917
38
960
(82)
Impairment loss
—
—
(37)
4
Non-taxable receipts
(391)
(7)
(893)
113
IFRS 2 share option charge
(16)
—
172
(21)
Deferred tax assets not recognised
2,247
45
3,341
(373)
Different tax rates on overseas earnings
(619)
(12)
(422)
53
Adjustments in respect of prior years
(685)
(13)
138
(106)
Tax rate change
—
—
—
—
Total tax in income statement
3,888
80
3,651
(462)
Notes to the financial statements continued
for the year ended 31 March 2025
124 Trifast plc Annual Report 2025
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10 Property, plant and equipment – Group
Balance at 1 April 2023
14,148
1,899
40,305
9,205
1,064
66,621
Additions
53
2,815
829
348
54
4,099
Assets classified as held for sale
—
—
(45)
(65)
—
(110)
Disposals
—
(182)
(519)
(180)
(27)
(908)
Transfers/reallocations
—
—
(527)
(190)
—
(717)
Effect of movements in foreign exchange
(629)
(54)
(1,608)
(200)
(41)
(2,532)
Balance at 31 March 2024
13,572
4,478
38,435
8,918
1,050
66,453
Balance at 1 April 2024
13,572
4,478
38,435
8,918
1,050
66,453
Additions
76
518
1,246
1,030
—
2,870
Assets classified as held for sale
—
—
—
—
—
—
Disposals
—
(14)
(4,526)
(932)
(13)
(5,485)
Transfers/reallocations
—
—
(4)
(24)
—
(28)
Effect of movements in foreign exchange
(162)
(34)
(517)
(79)
(24)
(816)
Balance at 31 March 2025
13,486
4,948
34,634
8,913
1,013
62,994
Balance at 1 April 2023
5,149
1,231
32,637
7,422
765
47,204
Depreciation charge for the year
214
363
1,896
484
85
3,042
Assets classified as held for sale
—
—
(45)
(65)
—
(110)
Disposals
—
(161)
(473)
(105)
(26)
(765)
Transfers/reallocations
—
22
(514)
(225)
—
(717)
Impairment loss
—
184
105
117
24
430
Effect of movements in foreign exchange
(196)
(28)
(1,330)
(117)
(30)
(1,701)
Balance at 31 March 2024
5,167
1,611
32,276
7,511
818
47, 383
Balance at 1 April 2024
5,167
1,611
32,276
7,511
818
47, 383
Depreciation charge for the year
214
358
1,793
455
69
2,889
Assets classified as held for sale
—
—
—
—
—
—
Disposals
—
(14)
(4, 525)
(694)
(13)
(5,246)
Transfers/reallocations
—
—
(4)
(24)
—
(28)
Impairment loss
—
—
—
—
—
—
Effect of movements in foreign exchange
(96)
(23)
(398)
(61)
(19)
(597)
Balance at 31 March 2025
5,285
1,932
29,142
7,187
855
44,401
At 31 March 2023
8,999
668
7,668
1,783
299
19,417
At 31 March 2024
8,405
2,867
6,159
1,407
232
19,070
At 31 March 2025
8,201
3,016
5,492
1,726
158
18,593
Notes to the financial statements continued
for the year ended 31 March 2025
125 Trifast plc Annual Report 2025
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10 Property, plant and equipment – Group continued
Included in the net book value of land and buildings is £8.2m (FY24: £8.4m) of freehold land
and buildings. Within this figure there is £1.6m (FY24: £1.7m) of buildings that are on long
leasehold land.
The Group had commitments for future capital expenditure not provided for in the accounts
of £0.2m (FY24: £nil).
Assets held for sale in FY24 included fully depreciated assets amounting to £0.1m relating to
TR Norge AS which has been disposed of on 3 April 2024.
Impairment in FY24 of £0.5m related to TR Hungary Kft (‘TR Hungary’) cash generating unit.
See note 13 for further details.
In March 2023, the Directors of Trifast plc decided to sell the freehold land and building at
Bellbrook Park, Uckfield, directly related to the restructuring programme initiative. The sale
was completed in October 2023 for a sale consideration of £4.1m and resulted in a profit
on sale of £2.0m which is presented as a separately disclosed item in FY24. See note 2 for
further details. A part of the freehold land and building was leased back. See note 12 for
further details.
11 Property, plant and equipment – Company
Balance at 1 April 2023
13
579
592
Additions
—
3
3
Assets classified as held for sale
—
—
—
Balance at 31 March 2024
13
582
595
Balance at 1 April 2024
13
582
595
Additions
—
3
3
Balance at 31 March 2025
13
585
598
Balance at 1 April 2023
9
577
586
Depreciation charge for the year
3
1
4
Assets classified as held for sale
—
—
—
Balance at 31 March 2024
12
578
590
Balance at 1 April 2024
12
578
590
Depreciation charge for the year
1
1
2
Balance at 31 March 2025
13
579
592
At 1 April 2023
4
2
6
At 31 March 2024
1
4
5
At 31 March 2025
—
6
6
Notes to the financial statements continued
for the year ended 31 March 2025
126 Trifast plc Annual Report 2025
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12 IFRS 16 – Group
All leases are accounted for by recognising a right-of-use asset and a lease liability
except for:
• Leases of low-value assets
• Leases with a duration of 12 months or less
Lease liabilities are measured at the present value of the contractual payments due to
the lessor over the lease term, with the discount rate determined by reference to the
rate inherent in the lease unless (as is typically the case) this is not readily determinable,
in which case the lessee’s incremental borrowing rate on commencement of the lease is
used. Variable lease payments are only included in the measurement of the lease liability
if they depend on an index or rate. In such cases, the initial measurement of the lease
liability assumes the variable element will remain unchanged throughout the lease term.
Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
• Amounts expected to be payable under any residual value guarantee
• The exercise price of any purchase option granted in favour of the Group if it is reasonably
certain to access that option
• Any penalties payable for terminating the lease, if the term of the lease has been
estimated on the basis of termination option being exercised
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any
lease incentives received, and increased for:
• Lease payments made at or before commencement of the lease
• Initial direct costs incurred
• The amount of any provision recognised where the Group is contractually required to
dismantle, remove or restore the leased asset
Subsequent to initial measurement, lease liabilities increase as a result of interest
charged at a constant rate on the balance outstanding and are reduced for lease payments
made. Right-of-use assets are depreciated on a straight-line basis over the remaining term of
the lease.
When the Group revises its estimate of the term of any lease (because, for example, it
re-assesses the probability of a lessee extension or termination option being exercised), it
adjusts the carrying amount of the lease liability to reflect the payments to make over the
revised term, which are discounted using a revised discount rate. The carrying value of lease
liabilities is similarly revised when the variable element of future lease payments dependent
on a rate or index is revised, which are discounted at the same discount rate that applied
on lease commencement. In both cases an equivalent adjustment is made to the carrying
value of the right-of-use asset, with the revised carrying amount being amortised over the
remaining (revised) lease term.
At 31 March 2025, the carrying amounts of lease liabilities are not reduced by the amount of
payments that would be avoided from exercising break clauses because it was considered
reasonably certain that the Group would not exercise any right to break these leases.
Notes to the financial statements continued
for the year ended 31 March 2025
127 Trifast plc Annual Report 2025
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12 IFRS 16 – Group continued
Right‑of‑use assets (Group)
At 1 April 2023
13,085
1,265
45
14,395
Lease extensions
54
—
—
54
New leases
6,458
585
61
7,104
Rent review
328
—
—
328
Depreciation
(3,418)
(615)
(35)
(4,068)
Disposals
(52)
—
—
(52)
Reclassified to assets held
for sale
(44)
(22)
—
(66)
Impairment
(872)
(28)
—
(900)
movements
(312)
(32)
(1)
(345)
At 1 April 2024
15,227
1,153
70
16,450
Lease extensions
488
—
—
488
New leases
4,684
172
18
4,874
Rent review
2,322
262
1,005
3,589
Depreciation
(2,850)
(545)
(92)
(3,487)
Disposals
(1,501)
—
—
(1,501)
Reclassified to assets held
for sale
—
—
—
—
Impairment
34
—
—
34
movements
(150)
(8)
(6)
(164)
At 31 March 2025
18,254
1,034
995
20,283
Right-of-use assets and liabilities disposal of £1.5m and £1.7m respectively in FY25 relates to
PTS early exit of lease during the year.
Right-of-use assets and liabilities of £0.1m each in FY24 related to assets and liabilities of TR
Norge AS which had been disposed of on 3 April 2024.
Impairment in FY24 of £1.0m relates to TR Hungary Kft (‘TR Hungary’) cash generating unit.
See note 13 for further details. This was offset by impairment reversal in FY24 of £0.1m in
motor vehicles right-of-use assets related to impairment booked in FY23 as it is no longer
required as the vehicles are still in use.
Right‑of‑use liabilities (Group)
At 1 April 2023
14,401
1,367
45
15,813
Lease extensions
54
—
—
54
New leases
5,961
585
60
6,606
Rent review
328
—
—
328
Lease payments
(3,450)
(671)
(37)
(4,158)
Interest
722
71
3
796
Disposals
(550)
—
—
(550)
Assets held for sale
(54)
(22)
—
(76)
movements
(354)
(35)
(1)
(390)
At 1 April 2024
17,058
1,295
70
18,423
Lease extensions
488
—
—
488
New leases
4,231
172
18
4,421
Rent review
2,322
262
1,005
3,589
Lease payments
(3,915)
(703)
(115)
(4,733)
Interest
912
70
34
1,016
Disposals
(1,701)
—
—
(1,701)
held for sale
—
—
—
—
movements
(182)
(4)
1
(185)
At 31 March 2025
19,213
1,092
1,013
21,318
Notes to the financial statements continued
for the year ended 31 March 2025
128 Trifast plc Annual Report 2025
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12 IFRS 16 – Group continued
Right‑of‑use liabilities (Group) continued
Short-term lease expense
265
230
Low-value lease expense
44
53
for short-term and low-value leases
13
39
Right-of-use liabilities
2,805
2,293
7, 257
8,963
21,318
Right-of-use liabilities
3,392
2,490
5,411
7,130
18,423
Nature of leasing activities (in the capacity as lessee)
The Group leases several properties in the jurisdictions from which it operates. In some
jurisdictions it is customary for lease contracts to provide for payments to increase each
year by inflation and in others to be reset periodically to market rental rates. For some of the
Group’s property leases the periodic rent is fixed over the lease term.
The Group also leases certain items of plant and equipment and vehicles which comprise
only fixed payments over the lease terms.
The percentages in the table below reflect the current proportions of total lease payments
that are either fixed or variable. The sensitivity reflects the impact on the carrying amount of
lease liabilities and right-of-use total assets if there was an uplift of 1% on the balance sheet
date to lease payments that are variable.
Notes to the financial statements continued
for the year ended 31 March 2025
Property leases with
periodic uplifts to market
rentals or inflation
6
—
3
7
with fixed payments
33
88
—
—
and vehicles
119
9
—
—
At 31 March 2025
158
97
3
7
Property leases with
periodic uplifts to market
rentals or inflation
6
—
5
10
with fixed payments
33
87
—
—
and vehicles
98
7
—
—
At 31 March 2024
137
94
5
10
129 Trifast plc Annual Report 2025
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13 Intangible assets – Group
Balance at 1 April 2023
1,839
6,560
48,396
23,753
80,548
Additions
425
—
—
49
474
Transfers
(663)
663
—
—
—
Effect of movements in foreign exchange
—
—
(942)
(475)
(1,417)
Balance at 31 March 2024
1,601
7,2 23
47,454
23,327
79,605
Balance at 1 April 2024
1,601
7, 223
47,454
23,327
79,605
Additions
(15)
—
—
74
59
Transfers
(651)
651
—
(12)
(12)
Effect of movements in foreign exchange
—
—
(609)
(399)
(1,008)
Balance at 31 March 2025
935
7, 874
46,845
22,990
78,644
Balance at 1 April 2023
—
545
25,477
14,075
40,097
Amortisation for the year
—
706
—
1,868
2,574
Impairment during the year
935
541
—
—
1,476
Effect of movements in foreign exchange
—
—
(478)
(339)
(817)
Balance at 31 March 2024
935
1,792
24,999
15,604
43,330
Balance at 1 April 2024
935
1,792
24,999
15,604
43,330
Amortisation for the year
—
721
—
1,776
2,497
Disposals
—
—
—
12
12
Effect of movements in foreign exchange
—
—
(299)
(293)
(592)
Balance at 31 March 2025
935
2,513
24,700
17,099
45,247
At 31 March 2023
1,839
6,015
22,919
9,678
40,451
At 31 March 2024
666
5,431
22,455
7,723
36,275
At 31 March 2025
—
5,361
22,145
5,891
33,397
Notes to the financial statements continued
for the year ended 31 March 2025
130 Trifast plc Annual Report 2025
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13 Intangible assets – Group continued
Included within other intangibles are customer relationship intangible assets of £5.1m
(FY24: £6.5m), know-how of nil (FY24: £<0.1 m), marketing-related intangibles of £0.6m
(FY24: £0.8m) and other of £0.2m (FY24: £0.2m).
Impairment in FY24 of £0.5m of software relates to TR Hungary Kft (‘TR Hungary’) cash
generating unit, see impairment section for further details. In FY24 an amount of £0.9m
held as assets under course of construction had been impaired in relation to the ‘customer
engagement’ software under development.
The amortisation charge is recognised in administrative expenses in the income statement.
Of the £2.5m charge in the year, £1.7m relates to amortisation on acquired intangibles and
£0.8m amortisation related to other intangible assets and software. Other intangible assets
are made up of:
• Customer relationships, technology know-how and technology patents acquired as part
of the acquisition of TR Italy SPA. The average remaining amortisation period on these
assets is 5.1 years and NBV is £1.7m
• Customer relationships acquired as part of the acquisition of TR Germany GmbH. The
average remaining amortisation period on these assets is 1.5 years and NBV is £0.1m
• Customer relationships and marketing-related intangibles acquired as part of the
acquisition of Precision Technology Supplies Ltd. The average remaining amortisation
period on these assets is 8.4 years and NBV is £2.4m
• Customer relationships, marketing-related and contract-based intangibles acquired as
part of the acquisition of TR Falcon Fastenings Inc. The average remaining amortisation
period on these assets is 8.1 years and NBV is £1.7m
The following cash generating units have carrying amounts of goodwill:
Special Fasteners Engineering Co. Ltd (SFE Taiwan)
10,890
11,114
TR Fastenings AB (Sweden)
1,063
1,063
Lancaster Fastener Company Ltd
1,245
1,245
TR Fastenings Ltd (TR UK)
4,083
4,083
TR Italy SPA (Italy)
—
—
TR Germany GmbH (Germany)
1,463
1,500
TR Falcon Fastenings Inc (Charlotte)
1,253
1,302
Precision Technology Supplies Ltd (PTS)
2,043
2,043
Other
105
105
22,145
22,455
The changes in goodwill for SFE Taiwan, Germany and Charlotte relate to foreign exchange
gains or losses, as these investments are held in Singaporean Dollars, Euros and US Dollars
respectively.
Annual impairment testing
The Group tests goodwill annually for impairment. The recoverable amount of cash
generating units is determined from value in use calculations.
Value in use was determined by discounting the future cash flows generated from the
continuing use of the unit. In this method, the free cash flows after funding internal needs of
the subject company are forecast for a finite period of five years based on actual operating
results, budgets and economic market research. Cash flow projections of five years use
the Board-approved annual budget for the first year and subsequent years based on
management’s best estimates based on past performance, budgets and its expectation of
market developments. Beyond the finite period, a terminal (residual) value is estimated using
an assumed stable cash flow figure.
The values assigned to the key assumptions represent management’s assessment of future
trends in the fastenings market and are based on both external and internal sources of
historical data. Further information on sources of data used can be found in each description
of the key assumptions below.
The recoverable amounts of TR UK has been calculated with reference to the key
assumptions shown below
2025
2024
Long-term revenue growth rate
2.3%
2.0%
Discount rate – post-tax
10.9%
10.8%
Discount rate – pre-tax
14.6%
14.4%
Terminal EBIT margin
6.1%
10.0%
Key assumptions are not disclosed for the remaining CGUs as reasonable possible changes
in the assumptions would not result in impairment. The Group evaluates annually all
CGUs for any indicators of impairment or impairment reversal. The Group considers the
relationship between its market capitalisation and the net assets value, among other factors,
when reviewing the indicators of impairment. As at 31 March 2025, the market capitalisation
of the Group was lower than the net assets of the Group of £121.1m, indicating a potential
impairment. Management has performed value in use calculations for all CGUs with
goodwill balances and for those CGUs where indicators of impairment are identified and no
impairment was noted.
Notes to the financial statements continued
for the year ended 31 March 2025
131 Trifast plc Annual Report 2025
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13 Intangible assets – Group continued
Long‑term revenue growth rate
Long-term growth rates into perpetuity have been determined as the lower of:
• The nominal GDP rates for the country of operation
• The long-term compound annual growth rate in EBITDA estimated by management
Post‑tax risk adjusted discount rate
The discount rate applied to the cash flows of each of the Group’s operations is based
on the Weighted Average Cost of Capital (WACC) (using post-tax numbers). The cost of
equity element uses the risk-free rate for ten-year bonds issued by the government in the
respective market, adjusted for a risk premium to reflect both the increased risk of investing
in equities and the systemic risk of the specific Group operating company.
In making this adjustment, inputs required are the equity market risk premium (that is, the
increased return required over and above a risk-free rate by an investor who is investing
in the market as a whole) and the risk adjustment, beta, applied to reflect the risk of the
specific Group operating company relative to the market as a whole.
In determining the risk adjusted discount rate, management has applied an adjustment for
the systemic risk to each of the Group’s operations determined using an average of the
betas of comparable listed fastener distribution and manufacturing companies and, where
available and appropriate, across a specific territory. Management has used an equity market
risk premium that takes into consideration studies by independent economists, the average
equity market risk premium over the past five years and the market risk premiums typically
used by investment banks in evaluating acquisition proposals.
To calculate the pre-tax discount rate we have taken the post-tax discount rate and divided
this by one minus the applicable tax rate. We consider this an appropriate approximation
of the pre-tax rate as there are no significant timing differences between the tax cash flows
and tax charges. The table discloses the discount rate on a post and pre-tax basis. This takes
into account certain components such as the various discount rates reflecting different risk
premiums and tax rates in the respective regions. Overall, the Board is confident that the
discount rate adequately reflects the circumstances in each location and is in accordance
with IAS 36 .
Terminal EBIT margin
The margins used in the value in use calculations are based on historic performance adjusted
for any known or expected changes to occur to existing operations based on management
plans. Key adjustments reflect anticipated efficiency gains from increased volumes, as well
as the expected benefits from ongoing restructuring and transformational initiatives aligned
with the Group’s new strategic direction.
Sensitivity to changes in assumptions and changes of future cash flows
Management believes that no reasonable possible change in any key assumptions would
cause the recoverable amount of cash generating units containing goodwill to fall below
its carrying value.
Impairment in FY24
In FY24, the Group identified indicators of impairment in its TR Hungary CGU due to
a decline in the revenue resulting from the Russia/Ukraine war. As a result, the Group
performed value in use calculations on the TR Hungary CGU. The key assumptions used in
FY24, were a post-tax discount rate of 14.50%, terminal EBIT margin of 5.5% and long-term
revenue growth rate of 3.5%.
Based on the value in use calculations and impairment analysis performed, an impairment
loss of £1.9m in relation to the TR Hungary CGU was recognised in the consolidated income
statement within administrative expenses in FY24 and classified as ‘separately disclosed items’.
See note 2 for further details. The impairment loss has been allocated to the following assets:
• Right-of-use assets: £1.0m
• Intangible assets: £0.5m
• Property, plant and equipment: £0.4m
Notes to the financial statements continued
for the year ended 31 March 2025
132 Trifast plc Annual Report 2025
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Financial statements
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Strategic report

14 Intangible assets – Company
Balance at 1 April 2023
1,839
6,560
62
8,461
Additions
425
—
—
425
Transfers
(663)
663
—
—
Balance at 31 March 2024
1,601
7, 223
62
8,886
Balance at 1 April 2024
1,601
7,2 23
62
8,886
Disposals
(15)
—
—
(15)
Transfers
(651)
651
—
—
Balance at 31 March 2025
935
7, 874
62
8,871
Balance at 1 April 2023
—
545
62
607
Amortisation for the year
—
706
—
706
Balance at 31 March 2024
935
1,792
62
2,789
Balance at 1 April 2024
935
1,792
62
2,789
Amortisation for the year
—
723
—
723
Impairment
—
—
—
—
Balance at 31 March 2025
935
2,515
62
3,512
At 1 April 2023
1,839
6,015
—
7, 854
At 31 March 2024
666
5,431
—
6,097
At 31 March 2025
—
5,359
—
5,359
The addition in assets under the course of construction in the FY24 included Project Atlas additions of £0.2m.
Notes to the financial statements continued
for the year ended 31 March 2025
133 Trifast plc Annual Report 2025
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Strategic report

15 Equity investments – Company
Investments in subsidiaries
Balance at 1 April 2023 and 1 April 2024
43,331
Disposals
—
Investments written off
—
Balance at 31 March 2025
43,331
Balance at 1 April 2023, 31 March 2024, 1 April 2024 and 31 March 2025
1,145
Balance at 1 April 2024
42,186
Balance at 31 March 2025
42,186
Details of principal subsidiary undertakings, country of registration and principal activity are included in note 31.
All subsidiaries have a reporting date concurrent with Trifast plc, except TR Formac (Shanghai) Pte Ltd which has a reporting date of 31 December due to local regulatory requirements.
During FY24 the following dormant company investments were written off: Fastener Techniques Ltd £0.08m, Rollthread International Limited £<0.1m, Fastech (Scotland) Ltd £<0.1m,
Charles Stringer’s Sons & Co. Limited £<0.1m and Micro Screws & Tools Ltd £<0.1m.
Notes to the financial statements continued
for the year ended 31 March 2025
134 Trifast plc Annual Report 2025
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Financial statements
Additional information
Strategic report

135 Trifast plc Annual Report 2025
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Governance
Financial statements
Additional information
Notes to the financial statements continued
for the year ended 31 March 2025
16 Deferred tax assets and liabilities – Group
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
Property, plant and equipment
—
—
1,343
1,794
1,343
1,794
IFRS 16 Leases
(1,930)
(188)
1,761
—
(169)
(188)
Intangible assets
(188)
(171)
1,115
1,306
927
1,135
Provision on inventories
(842)
(865)
—
—
(842)
(865)
Provisions/accruals
(2,423)
(2,520)
1,133
1,137
(1,290)
(1,383)
IFRS 2 Share-based Payments
(67)
(197)
—
—
(67)
(197)
Tax losses
(1,369)
(2,446)
—
—
(1,369)
(2,446)
Tax (assets)/liabilities
(6,819)
(6,385)
5,352
4,237
(1,467)
(2,148)
Reclassified to assets held for sale
—
(3)
—
—
—
(3)
Tax set-off
900
2,132
(900)
(2,132)
—
—
Net tax (assets)/liabilities
(5,919)
(4,256)
4,452
2,105
(1,467)
(2,153)
A deferred tax asset of £7.7m (FY24: £6.3m), arising on carried forward losses for UK companies, has not been recognised due to uncertainty that the asset will be utilised in the foreseeable
future.
A potential £2.4m (FY24: 2.4m) deferred tax liability relating to the temporary differences amounting to £33.8m (FY24: £34.1m) associated with undistributed profits in subsidiaries has
not been recognised. This is on the grounds that management are able to control the timing of these reversals and it is not considered probable that these amounts will reverse in the
foreseeable future.
Movement in deferred tax during the year
in equity
1
Property, plant and equipment
1,794
(452)
1
1,343
IFRS 16 Leases
(188)
19
—
(169)
Intangible assets
1,135
(199)
(9)
927
Provision on inventories
(865)
17
6
(842)
Provisions/accruals
(1,381)
76
15
(1,290)
IFRS 2 Share-based Payments
(197)
147
(17)
(67)
Tax losses
(2,446)
1,042
35
(1,369)
Reclassified to assets held for sale
(3)
3
—
—
(2,151)
653
31
(1,467)
2025
1. Amounts recognised in equity include the deferred tax on IFRS 2 Share-based Payments of £(17,000) (FY24: £21,000) and the equity element of foreign exchange differences taken to reserve s

136 Trifast plc Annual Report 2025
Strategic report
Governance
Financial statements
Additional information
Notes to the financial statements continued
for the year ended 31 March 2025
16 Deferred tax assets and liabilities – Group continued
Movement in deferred tax during the prior year
in equity
1
Property, plant and equipment
1,840
24
(70)
1,794
IFRS 16 Leases
(215)
22
5
(188)
Intangible assets
1,245
(93)
(17)
1,135
Provision on inventories
(918)
31
19
(868)
Provisions/accruals
(873)
(522)
14
(1,381)
IFRS 2 Share-based Payments
(348)
172
(21)
(197)
Tax losses
(3,357)
854
57
(2,446)
(2,626)
488
(13)
(2,151)
2024
1. Amounts recognised in equity include the deferred tax on IFRS 2 Share-based Payments of £(17,000) (FY24: £21,000) and the equity element of foreign exchange differences taken to reserves
17 Deferred tax assets and liabilities – Company
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
Property, plant and equipment
—
—
41
51
41
51
Provisions/accruals
—
(42)
—
—
—
(42)
IFRS 2 Share-based Payments
—
(72)
—
—
—
(72)
Tax losses
(41)
—
—
—
(41)
—
Tax (assets)/liabilities
(41)
(114)
41
51
—
(63)
Tax set-off
41
51
(41)
(51)
—
—
Net tax assets
—
(63)
—
—
—
(63)
A deferred tax asset of £8.0m (2024: £5.8m), arising on the Company’s carried forward losses, has not been recognised due to uncertainty that the asset will be utilised in the foreseeable
future. Included in this is £2.7m (2024: £2.7m) related to pre-2017 losses which cannot be group relieved.

17 Deferred tax assets and liabilities – Company continued
Movement in deferred tax during the year
31 March
in equity 2025
£000
Property, plant and equipment
51
(10)
—
41
Provisions/accruals
(42)
42
—
—
IFRS 2 Share-based Payments
(72)
72
—
—
Tax losses
—
(41)
—
(41)
(63)
63
—
—
Movement in deferred tax during the prior year
31 March
in equity 2024
£000
Property, plant and equipment
141
(12)
—
51
Provisions/accruals
(16)
(13)
—
(42)
IFRS 2 Share-based Payments
(136)
264
26
(72)
Tax losses
(987)
(539)
—
—
(998)
(300)
26
(63)
18 Inventories – Group
Raw materials and consumables
3,095
4,449
Work in progress
2,743
2,374
Finished goods and goods for resale
65,074
66,580
70,912
73,403
In FY25, inventories of £107.7m (FY24: £149.7m) were recognised as an expense during the year and included in cost of sales. Inventories have been written down by an additional £0.9m
(net) in the year (FY24: £2.4m) in line with the Group’s stock provisioning policy. Such write-downs were recognised as an expense during FY25.
Inventories in the UK amounting to £23.0m (FY24: £25.7m) are pledged as security for the Group borrowings.
Within the £70.9m (FY24: £73.4m) carrying amount of inventories above, £1.6m (FY24: £1.6m) is carried at net realisable value.
Notes to the financial statements continued
for the year ended 31 March 2025
137 Trifast plc Annual Report 2025
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Additional information
Strategic report

19 Trade and other receivables
Current
Group
Company
Trade receivables
50,576
53,690
—
—
Non-trade receivables and prepayments
4,712
5,349
347
160
Amounts owed by subsidiary undertakings
—
—
1,730
3,463
55,288
59,039
2,077
3,623
All contracts with customers do not contain a significant financing component. Expected credit losses for the Group were calculated by first grouping trade receivables by entity and
looking at historic credit loss rates over five years. This was then overlaid with considerations for overdue debt and any customer-specific risks. See note 26 for further details.
Expected credit losses for the Company were assessed at year end and there had not been a significant increase in credit risk. Trade receivables include a fully impaired balance of £1.0m
related to a customer that entered administration on 27 June 2024. See note 2 for further details.
Non-trade receivables and prepayments primarily consist of prepaid expenses, amount due from tax authorities in relation to certain industry inventive schemes and advances to suppliers.
The management have assessed the credit risk associated with these receivables and concluded that there is no significant expected credit loss as of the reporting date. The conclusion is
based on the consideration that historical data indicates that there have been no defaults or significant delays in payments from these counterparties. In addition, no adverse changes in
economic conditions or business operations of the counterparties are anticipated that would impact their ability to settle the receivables.
Non‑current
Group
Company
Amounts owed by subsidiary undertakings
—
—
56,837
61,208
The decrease in amounts owed by subsidiary undertakings is primarily due to subsidiaries being able to repay the loans to the Company, driven by better working capital management
across the Group. Interest rates are charged on an arm’s length basis and are linked to movements in the SONIA, EURIBOR and FED RFR rate and ‘leverage margin’ charged on our external
borrowings. During the period, rates ranged from 4.80% to 8.76%. The loans are structured as Revolving Credit Facilities and can be repaid by the borrower at any time during the term of
the facility, but ultimately 60 months after commencement (March 2027).
Notes to the financial statements continued
for the year ended 31 March 2025
138 Trifast plc Annual Report 2025
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Additional information
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20 Other interest‑bearing loans and borrowings
This note provides information about the Group and Company’s existing interest-bearing loans and borrowings as at 31 March 2025.
For more information about the security provided by the Group and Company over loans or the Group and Company’s exposure to interest rate, foreign currency and liquidity risk, and
covenants, see note 26.
Current
Non-current
Rate
Maturity
Right-of-use liabilities
Various
2024–2050
2,703
3,381
18,512
14,932
Revolving Credit Facility
1
+ 2.10% to 3.60%
2
2027
—
—
22,752
22,680
Export Development Guarantee Facility
1
+ 2.10%
2028
—
—
20,074
20,582
Prepaid arrangement fees
3
—
—
(1,199)
(1,414)
+ 2.10% to 3.60%
2025
4,547
6,447
—
—
Right-of-use liabilities
Various
2026-2027
102
11
1
99
Total Group (excluding loans from subsidiaries)
2,805
3,392
60,140
56,879
Total Company (including loans from subsidiaries)
4,649
6,458
41,628
41,947
1. Also, see note 26b(i) for further details about the facilities
2. Subject to leverage ratchet mechanism from <1.0x to >2.5x, current interest margin of 2.10% (based on leverage of <1)
3. Prepaid arrangement fees includes unamortised balance as at 31 March 2025 of the upfront fees costs paid on signing two new banking arrangements with a combined facility limit of £120m in the previous year, covenant
amendment fees and Revolving Credit Facility extension fees paid in FY25. See note 26 for further details. The upfront fees is amortised over the period of the respective loan facilities
Notes to the financial statements continued
for the year ended 31 March 2025
139 Trifast plc Annual Report 2025
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Additional information
Strategic report

21 Trade and other payables
Current
Group
Company
Trade payables
17,026
21,181
—
—
Amounts payable to subsidiary undertakings
—
—
725
—
Other payables and accrued expenses
15,517
12,971
2,221
1,501
Other taxes and social security
2,046
2,066
135
159
34,589
36,218
3,081
1,660
Other payables and accrued expenses includes £1.2m (FY24: £1.0m and FY23: £1.2m) of contract liabilities. The balance at 31 March 2025 relates to invoices raised in the year which will be
recognised as revenue in the next financial year as well as deferred income (see note 19). Other payables and accrued expenses also include stock accruals and accruals for expenses as at
31 March 2025.
Non‑current
Group
Company
Other payables
543
892
—
—
Other payables pertains to deferred income related to certain industry incentive schemes.
22 Employee benefits
Pension plans
Defined contribution plans
The Group operates a number of defined contribution pension plans, which include stakeholder pension plans whose assets are held separately from those of the Group, in independently
administered funds.
The total expense relating to these plans in the current year was £2.2m (FY24: £2.4m) and represents contributions payable by the Group to the funds.
At the end of the financial year, there were outstanding pension contributions of £<0.1m (FY24: <£0.1m), which are included in other payables and accrued expenses.
Share‑based payments
SAYE share options
The Group share options (including SAYE plans) provide for an exercise price equal to the average quoted market price of the Group shares on the date of grant. In the case of SAYE,
this price is discounted in line with HMRC limits. The vesting period is generally three or five years. The options expire if they remain unexercised after the exercise period has lapsed.
Furthermore, options are forfeited if the employee leaves the Group before the options vest, unless for retirement, redundancy or health reasons. The options are equity settled.
Notes to the financial statements continued
for the year ended 31 March 2025
140 Trifast plc Annual Report 2025
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22 Employee benefits continued
Share‑based payments continued
SAYE share options continued
The number and weighted average exercise prices of share options are as follows:
2025
2024
price
Options
Outstanding at beginning of year
2,174,100
0.76
2,678,240
0.85
Granted during the year
1,024,585
0.64
1,476,256
0.69
Forfeited/lapsed during the year
(1,349,595)
0.76
(1,970,656)
0.83
Exercised during the year
—
—
—
—
Vested early during the year
(5,301)
0.74
(9,740)
0.77
Outstanding at the end of the year
1,843,789
0.69
2,174,100
0.76
Exercisable at the end of the year
1,710
1.05
—
—
The options outstanding at 31 March 2025 had a weighted average remaining contractual life of 2.9 years (FY24: 3.0 years) and exercise prices ranging from £0.64 to £1.05 (FY24: £0.69 to
£1.78). Shares vested early relates to the FY22, FY23 and FY24 SAYE of an employee who was classed as a good leaver. The weighted average share price at the date of exercise for share
options that vested early in 2025 was £0.83 (FY24: £0.94).
The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted. The estimate of the fair value of the services
received is measured based on the Black–Scholes model.
The contractual life of the option is used as an input into this model.
Board deferred equity bonus shares
The Board deferred equity bonus shares have been discussed in more detail in the remuneration report (pages 70 to 92). The number of deferred equity bonus shares are as follows:
2025
2024
Outstanding at beginning of year
—
347, 239
Granted during the year
—
—
Forfeited/lapsed during the year
—
—
Exercised during the year
—
(347, 239)
Vested early during the year
—
—
Outstanding at the end of the year
—
—
Exercisable at the end of the year
—
—
These nil-cost options are subject to a three-year service period and the fair value has been calculated using the discounted dividend model (DDM). This is based on expected dividends
over the three-year term. They are equity settled shares.
The weighted average share price at the date of exercise for share options exercised in FY24 was £nil (FY24: £0.68).
There were no outstanding options as at 31 March 2025 .
Notes to the financial statements continued
for the year ended 31 March 2025
141 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

22 Employee benefits continued
Senior Manager (SM), Operational Executive Board (OEB) and Executive Leadership Team (ELT) LTIP shares
The number of SM LTIP shares is as follows:
2025
2024
Outstanding at beginning of year
6,938,250
5 ,627, 572
Granted during the year
—
4,143,933
Lapsed during the year
(2, 227,9
01)
(2,684,641)
Vested early during the year
—
—
Exercised during the year
(228,348)
(148,614)
Outstanding at end of year
4,482,001
6,938,250
Exercisable at end of year
—
228,348
The shares granted between 30 December 2016 and 14 November 2018, which vested on 30 December 2019, were subject to a base award and a multiplier award. The base award required
a service period of three years from date of grant and was also subject to performance conditions being met during the performance period. The multiplier award was determined by a
non-market performance condition which was achieved at 31 March 2019, meaning the maximum multiplier was applied to the shares that vested. The method of settlement for these shares
was a mixture of equity and cash settled. All outstanding options were exercised during FY25. The weighted average share price at the date of exercise for share options exercised in FY25
was £0.78 (FY24: £0.73).
The awards granted in FY23 are subject to a non-market performance condition of underlying EPS growth for a three-year period starting on 1 April 2022. The awards granted in FY24 are
subject to a non-market based performance condition of underlying operating margin (UOM) (weighted 25%) and a market-based performance condition based on relative TSR (weighted
75%) for a three-year period starting on 1 April 2023 (see below for details of the performance conditions). The method of settlement for these shares is a mixture of equity and cash settled.
The fair value for the UOM element has been calculated using the DDM whilst the fair value for the TSR element has been calculated using the Monte Carlo simulation model. This was at
grant date for the equity settled awards.
The FY23 non-market performance condition requires underlying EPS to grow by 9% per annum for a 25% payout, 29% per annum for a 100% payout, with straight-line vesting in between.
As set out in the remuneration report on page 87, this performance condition was not met and therefore the awards will lapse.
The FY24 non-market performance condition requires UOM in FY26 to be 8.2% for 25% vesting, 9.1% for 50% vesting, 10% for 75% vesting and 11% or above for maximum vesting, with
straight-line vesting in between these points. The FY24 market-based performance condition requires Trifast’s TSR to be equal to the FTSE All-Share Index’s TSR for 25% vesting and 8%
p.a. or above outperformance of the FTSE All-Share Index’s TSR for 100% vesting, with straight-line vesting in between these points.
The options outstanding at 31 March 2025 had a weighted average remaining contractual life of 6.0 years (FY24: 6.5 years).
Board LTIP shares
The Board LTIP shares are part of the Remuneration Policy approved at the 2023 AGM and have been discussed in more detail in the remuneration report (pages 70 to 92).
The maximum number of Board LTIP shares are as follows:
2025
2024
Outstanding at beginning of year
981,758
319,224
Granted during the year
—
1,323,648
Forfeited/lapsed during the year
(124,780)
(661,114)
Exercised during the year
—
—
Vested early during the year
—
—
Outstanding at end of year
856,978
981,758
Exercisable at end of year
—
—
Notes to the financial statements continued
for the year ended 31 March 2025
142 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

22 Employee benefits continued
Board LTIP shares continued
42,425 shares are for D Hayes-Powell relating to his former appointment as a Board Director. He left the Company on 21 February 2024. 124,780 shares for C Foster, relating to her former
appointment as a Board Director, lapsed during FY25. She left the Company on 30 August 2022.
Nil-cost options awarded in FY23 are subject to performance (EPS growth and TSR performance) and service conditions over a three-year period which resulted in nil vesting. Nil-cost
options awarded during FY24 are subject to a non-market based performance condition based on underlying operating margin (UOM) (weighted 25%) and a market-based performance
condition based on relative TSR (weighted 75%) for a three-year period starting on 1 April 2023. The fair values for the EPS element and the UOM element have been calculated using the
DDM whilst the fair value for the TSR element has been calculated using the Monte Carlo simulation. They are equity settled shares. In line with IFRS 2, the amount recognised as an expense
has been adjusted to reflect the number of awards for which the service and non-market performance conditions are expected to be met.
The options outstanding at 31 March 2025 had a weighted average remaining contractual life of 6.7 years (FY24: 6.8 years).
Board and ELT FY25 LTIP shares
The Board and ELT LTIP shares are a one-off grant of a fixed number of market priced options where the exercise price is set equal to Trifast’s share price shortly before the date of grant.
The Policy period is three years. The Monte Carlo simulation was used to calculate the fair value on the basis that the share price hurdles are market-based performance conditions. Full
details of the awards granted are set out on pages 87 and 88 of this report.
The maximum number of Board and ELT LTIP shares are as follows:
2025
2024
Outstanding at beginning of year
10,208,598
—
Granted during the year
—
—
Forfeited/lapsed during the year
(777,798)
—
Exercised during the year
—
—
Vested early during the year
—
—
Outstanding at end of year
9,430,800
—
Exercisable at end of year
—
—
The options will vest when share price hurdles have been met during a five-year period beginning on the date of grant and become exercisable on completion of a service period and
subject to a performance underpin. The options outstanding at 31 March 2025 had a weighted average remaining contractual life of 9.4 years.
Notes to the financial statements continued
for the year ended 31 March 2025
143 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

22 Employee benefits continued
SAYE share options
15/09/2020
SAYE 5 Year
Black-Scholes
79,995
0.98
0.86
33.1
5.13
5.13
(0.06)
1.22
0.29
10/08/2021
SAYE 3 Year
Black-Scholes
1,710
1.44
1.05
40.4
3.23
3.23
0.21
1.11
0.54
10/08/2021
SAYE 5 Year
Black-Scholes
22,231
1.44
1.05
35.0
5.23
5.23
0.34
1.11
0.55
15/09/2022
SAYE 3 Year
Black-Scholes
176,709
0.84
0.77
43.3
3.13
3.13
3.06
2.50
0.26
15/09/2022
SAYE 5 Year
Black-Scholes
102,540
0.84
0.77
38.1
5.13
5.13
3.04
2.50
0.28
15/09/2023
SAYE 3 Year
Black-Scholes
503,514
0.81
0.69
47. 8
3.13
3.13
4.47
2.79
0.29
15/09/2023
SAYE 5 Year
Black-Scholes
118,149
0.81
0.69
44.2
5.13
5.13
4.27
2.79
0.32
04/10/2024
SAYE 3 Year
Black-Scholes
583,998
0.79
0.64
48.9
3.07
3.07
3.88
2.29
0.31
04/10/2024
SAYE 5 Year
Black-Scholes
254,943
0.79
0.64
48.9
5.08
5.08
3.87
2.29
0.35
Total SAYE share options
1,843,789
Notes to the financial statements continued
for the year ended 31 March 2025
144 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

22 Employee benefits continued
Share options
06/09/2022
OEB LTIP – equity
DDM
607,708
0.94
n/a
n/a
.00
3.00
n/a
2.24
0.88
06/09/2022
SM LTIP – equity
DDM
668,753
0.94
n/a
n/a
3.00
3.00
n/a
2.24
0.88
06/09/2022
SM LTIP – cash
1
DDM
86,000
0.94
1
n/a
n/a
3.00
0.44
n/a
2.71
0.66
18/11/2022
SM LTIP – equity
DDM
12,500
0.57
n/a
n/a
3.00
3.00
n/a
3.68
0.51
28/11/2023
Board LTIP – relative TSR
Monte Carlo
642,734
0.76
n/a
48.3
3.00
3.00
4.20
2.77
0.44
28/11/2023
Board LTIP – UOM
DDM
214,244
0.76
n/a
n/a
3.00
3.00
4.20
2.77
0.70
28/11/2023
ELT LTIP – TSR equity
Monte Carlo
450,804
0.76
n/a
48.3
3.00
3.00
4.20
2.77
0.44
28/11/2023
ELT LTIP – UOM – equity
DDM
150,268
0.76
n/a
n/a
3.00
3.00
4.20
2.77
0.70
28/11/2023
SM LTIP – TSR – equity
Monte Carlo
1,668,762
0.76
n/a
48.3
3.00
3.00
4.20
2.77
0.44
28/11/2023
SM LTIP – UOM – equity
DDM
556,254
0.76
n/a
n/a
3.00
3.00
n/a
2.77
0.70
28/11/2023
SM LTIP – TSR – cash
1
Monte Carlo
210,714
0.76
1
n/a
48.0
3.00
1.66
3.96
2.71
0.34
28/11/2023
SM LTIP – UOM – cash
1
DDM
70,238
0.74
1
n/a
n/a
3.00
1.66
n/a
2.71
0.64
10/09/2024
Board/ELT LTIP 3yr – equity
Monte Carlo
2,365,802
0.80
0.81
48.00
3.00
3.00
3.56
2.25
0.30
10/09/2024
Board/ELT LTIP 4yr – equity
Monte Carlo
2,365,802
0.80
0.81
48.00
4.00
4.00
3.56
2.25
0.30
10/09/2024
Board/ELT LTIP 5yr – equity
Monte Carlo
2,365,802
0.80
0.81
48.00
5.00
5.00
3.56
2.25
0.30
23/09/2024
Board/ELT LTIP 3yr – equity
Monte Carlo
518,532
0.79
0.79
48.00
2.96
2.96
3.64
2.27
0.30
23/09/2024
Board/ELT LTIP 4yr – equity
Monte Carlo
518,532
0.79
0.79
48.00
3.96
3.96
3.64
2.27
0.30
23/09/2024
Board/ELT LTIP 5yr – equity
Monte Carlo
518,532
0.79
0.79
48.00
4.96
4.96
3.64
2.27
0.30
19/11/2024
Board/ELT LTIP 3yr – equity
Monte Carlo
259,266
0.80
0.79
48.50
2.81
2.81
4.17
2.26
0.30
19/11/2024
Board/ELT LTIP 4yr – equity
Monte Carlo
259,266
0.80
0.79
48.50
3.81
3.81
4.17
2.26
0.30
19/11/2024
Board/ELT LTIP 5yr – equity
Monte Carlo
259,266
0.80
0.79
48.50
4.81
4.81
4.17
2.26
0.30
Total share options (inc SAYE)
16,613,568
1. The share price used to determine the fair value at FY25 was 66.5p (FY24: 74.6p)
Expected volatility was determined by calculating the historical volatility of the Group’s share price over a period commensurate with the expected life or the remaining TSR performance
period of the award as at the date of grant. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
The exercise price used is in line with the appropriate award documentation. In the case of SAYE awards, this price is discounted in line with HMRC limits. For Board, Operational Executive
Board, Executive Leadership Team and Senior Manager LTIP awards granted in the form of nil-cost options, the exercise price is nil.
The exercise price for the Board/ELT LTIP granted in FY25 is set equal to Trifast’s share price shortly before the date of grant.
Notes to the financial statements continued
for the year ended 31 March 2025
145 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

22 Employee benefits continued
SAYE share options
The risk-free rate has been set as the continuously compounded yield as at the grant date on zero coupon government bonds of a term commensurate with the expected life assumption.
The dividend yield has been set equal to the historic dividend yield as at the date of grant.
The Group recognised total charge of £0.4m (FY24: credit of £0.1m) in relation to share-based payment transactions in the year. Of this, a charge of £0.2m (FY24: £800) relates to cash
settled awards to which a liability is recognised on the statement of financial position in trade and other payables. The remaining amount relates to equity settled awards.
As at 31 March 2025, outstanding options to subscribe for ordinary shares of 5p were as follows:
15/0 9/20 SAYE
79,995
Apr 2026
10/08/21 SAYE
23,941
Apr 2025,
Apr 2027
15/09/22 SAYE
279,249
Apr 2026,
Apr 2028
15/09/23 SAYE
621,663
Apr
2027,
Apr 2029
04/1 0/24 SAYE
838,941
Apr 2028,
Apr 2030
Total outstanding options
1,843,789
Senior Manager, OEB and ELT LTIP shares
4,482,001
Sep/Nov 2025, Jul 2028,
Board LTIP shares
856,978
Nov 2031
Board/ELT LTIP shares
9,430,800
Sep 2034
Total
16,613,568
Notes to the financial statements continued
for the year ended 31 March 2025
146 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

23 Provisions
Balance at 31 March 2024
1,909
2,071
3,980
Utilised during the year
(1,158)
(272)
(1,430)
Released during the year
(751)
—
(751)
Increase during the year
875
276
1,151
Balance at 31 March 2025
875
2,075
2,950
Dilapidations relate to a portfolio of properties and external advisers were used to provide
estimates of potential costs. The future cash flows were then discounted using risk-free
rates over the length of the leases. These will be utilised on vacation. Restructuring primarily
relates to provision for redundancies and other related costs in relation to the restructuring
programme. See note 2 for further details.
All amounts represent a best estimate of the expected cash outflows, although actual
amounts paid could be lower or higher.
Non-current (greater than one year)
1
1,622
1,548
Current (less than one year)
1,328
2,432
Balance at 31 March
2,950
3,980
1. Provisions greater than one year relate to dilapidations for leases with end dates between 2026 and 2035
In respect of the Company there are £nil provisions (FY24: £0.6m) related to restructuring.
During the year, £0.6m (FY24: £0.3m) was utilised and £nil (FY24: £0.5m) was provided.
24 Capital and reserves
Capital and reserves – Group and Company
See statements of changes in equity on pages 104 to 107.
Share capital
2025
2024
In issue at 1 April
136,114,675
136,104,935
Shares issued
5,301
9,740
In issue at 31 March – fully paid
136,119,976
136,114,675
The total number of shares issued during the year was 5,301 for a consideration of <£0.1m
(FY24: 9,740 shares for <£0.1m). In FY25 and FY24, all shares were issued for cash.
Ordinary shares of 5p each
6,806
6,806
The holders of ordinary shares (excluding own shares held) are entitled to receive dividends
as declared from time to time and are entitled to one vote per share at meetings of the
Company.
Notes to the financial statements continued
for the year ended 31 March 2025
147 Trifast plc Annual Report 2025
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Financial statements
Additional information
Strategic report

24 Capital and reserves continued
Reserves
Share premium represents the amount subscribed for share capital in excess of nominal
value.
The merger reserve has arisen under Section 612 of the Companies Act 2006 and is a
non-distributable reserve. In June 2020 the Company successfully completed Placings of
shares which increased the merger reserve by £14.8m.
During the year 228,348 shares (FY24: 522,435) were transferred out of the own shares held
reserve at a weighted average cost of £1.58, total cost £0.4m (FY24: weighted average cost
of £1.58, total cost £0.8m) to fulfil all of the exercise of awards in the year, excluding SAYE.
The number of ordinary shares held at 31 March 2025 was 1,145,315 (FY24: 1,373,663). These
shares are in the own shares held reserve and are to help meet future employee share plan
obligations.
The translation reserve comprises all foreign exchange differences arising from the
translation of foreign operations, as well as from the translation of liabilities that hedge the
Group’s net investment in foreign subsidiaries.
Dividends
During the year the following dividends were recognised and paid by the Group:
per qualifying ordinary share
1,618
2,020
per qualifying ordinary share
808
1,006
Total
2,426
3,026
After the balance sheet date, and subject to shareholder approval at the Annual General
Meeting which is to be held on 11 September 2025, a final dividend of 1 .2 0p per qualifying
ordinary share (FY24: £1.20p) was proposed by the Directors. An interim dividend of 0.60p
per qualifying ordinary share (FY24: 0.60p) was paid in April 2025. As the interim dividend
was approved by the Board prior to 31 March 2025 it is included as a liability in other
payables in the financial statements. See the financial review for further details.
per qualifying ordinary share
1
1,620
1,617
per qualifying ordinary share
809
808
Total
2,429
2,425
1. Amount calculated using the number of ordinary shares in issue less the number of shares in the own shares
held reserve at the end of each period
25 Earnings per share
Basic loss per share
The calculation of basic profit per share at 31 March 2025 was based on the profit
attributable to ordinary shareholders of £1.8m (FY24: loss of £(4.4)m) and a weighted
average number of ordinary shares outstanding during the year ended 31 March 2025 (net of
own shares held) of 134,858,708 (FY24: 134,959,632), calculated as follows:
2025
2024
Net effect of shares issued (held)
(1,255,967)
(1,145,303)
134,858,708
134,959,632
Diluted earnings per share
The calculation of diluted earnings per share at 31 March 2025 was based on profit
attributable to ordinary shareholders of £1.0m (FY24: loss of £(4.4)m) and a weighted
average number of ordinary shares outstanding during the year ended 31 March 2025 (net of
own shares held) of 134,858,708 (FY24: 134,959,632), calculated as follows:
Weighted average number of ordinary shares (diluted)
2025
2024
Weighted average number of ordinary shares at 31 March
134,858,708
134,959,632
Effect of share options on issue
—
—
Weighted average number of
ordinary shares (diluted) at 31 March
134,858,708
134,959,632
The average market value of the Company’s shares for the purposes of calculating the
dilutive effect of share options was based on quoted market prices for the period that the
options and deferred equity awards were outstanding. There is no potential dilutive effect of
share options as the share options have not yet vested and conditions have not been met at
the balance sheet. In assessing these we have assumed the balance sheet date is the end of
the contingency.
Notes to the financial statements continued
for the year ended 31 March 2025
148 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

25 Earnings per share continued
Underlying earnings per share
2025
EPS
2024
EPS
£000
Basic
Diluted
£000
Basic
Diluted
Profit/(loss) after tax for the financial year
1,040
0.77p
0.77p
(4,4 40)
(3.29)p
(3.29)p
Acquired intangible amortisation
1,731
1.28p
1.28p
1,780
1.32p
1.32p
Project Atlas
—
—
—
2,079
1.54p
1.54p
Restructuring and transformation costs
2,575
1.91p
1.91p
1,491
1.11p
1.11p
Impairment of non-current assets
—
—
—
1,964
1.46p
1.46p
Impairment of customer receivable on administration
1,006
0.75p
0.75p
—
—
—
Profit on disposal of a subsidiary
(247)
(0.18)p
(0.18)p
—
—
—
Facilitation payment fraud
384
0.28p
0.28p
—
—
—
Tax charge on adjusted items above
(678)
(0.50)p
(0.50)p
(692)
(0.52)p
(0.52)p
Tax adjusted items
—
—
—
—
—
—
Underlying profit after tax
5,811
4.31p
4.31p
2,182
1.62p
1.62p
The ‘underlying diluted’ earnings per share is detailed in the above tables. In the Directors’ opinion, this reflects the underlying trading performance of the Group and assists in the
comparison with the results of earlier years (see note 2).
Notes to the financial statements continued
for the year ended 31 March 2025
149 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

26 Financial instruments
(a) Fair values of financial instruments
There is no material difference between the fair values and the carrying values shown in the
balance sheet.
(b) Financial instruments risks
Exposure to credit, liquidity, interest rate and currency risks arise in the normal course of the
Group’s business, and the Group continues to monitor and reduce any exposure accordingly.
Information has been disclosed relating to the individual Company only where a material risk
exists.
(i) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. The maximum exposure with respect to
credit risk is represented by the carrying amount on the balance sheet.
Cash and cash equivalents includes cash equivalents amounting to £1.0m (FY24: £0.9m).
These are term deposits which are presented as cash equivalents if they have maturity of
three months or less and subject to insignificant risk of changes in value.
Cash and cash equivalents are with approved counterparty banks and other financial
institutions which have a rating for their long-term unsecured and non-credit-enhanced
debt obligations of A– or higher by Standard & Poor’s Rating Services or Fitch Ratings
Ltd, or A3 or higher by Moody’s Investors Service Limited, or a comparable rating from an
internationally recognised credit rating agency. Exceptions to this eligibility are approved
by the CFO. Counterparty banks are assessed prior to opening bank accounts and on an
ongoing basis to ensure exposure to credit risk is at an acceptable level.
Management considers credit risks arise principally from the Group’s receivables from
customers. A credit policy is in place and the exposure to credit risk is monitored on an
ongoing basis.
Credit evaluations are performed on all customers requiring credit over a predetermined
amount. All overdue debts are monitored regularly and customers are put on credit hold if
payments are not received on time as appropriate. The carrying amount of trade receivables
represents the maximum credit exposure for the Group. These procedures were further
enhanced as a result of macro-level uncertainties. The maximum exposure to
credit risk at
the balance sheet date was £50.6m (FY24: £53.7m), being the total carrying
amount of trade
receivables net of an allowance. Management does not consider there to be any significant
unimpaired credit risk in the year-end balance sheet (FY24: £nil), and to date has not seen a
significant increase in risk as a result of macro-level uncertainties.
There have been no significant changes to estimation techniques or significant assumptions
made during the reporting period.
At the balance sheet date there were no significant geographic or sector-specific
concentrations of credit risk, although we continue to monitor the light and heavy vehicle
sectors closely due to the ongoing challenges in these specific end markets.
Trade receivables were assessed for impairment at the balance sheet date using an expected
credit loss model which measures the required allowance at an amount equal to expected
lifetime credit losses applying both a qualitative and quantitative analysis of the asset base.
The Group monitors significant customers’ credit limits and recognises a specific impairment
of trade receivables in circumstances where a customer’s credit standing has deteriorated
to the extent that a credit default is considered probable. The Group also recognises an
expected credit loss impairment of trade receivables, whereby default losses are expected
for each ageing category as follows: overdue 90–120 days 10%; overdue 120–360 days 15%;
and overdue over 360 days 50-100%. These expected default losses are monitored and are
adjusted to reflect the current and forward-looking information on macroeconomic factors
affecting the ability of the customers to settle the receivables.
The ageing analysis of gross trade receivables balances as at 31 March 2025 is as follows:
2025
2024
0–90 days
49,368
53,422
90–120 days
1,153
759
120–360 days
741
415
360 days+
101
202
Total
51,363
54,798
The combined specific and expected credit loss impairment of trade receivables was £0.7m
(FY24: £1.1m). The analysis of combined impairment based on the underlying receivables is
as follows:
2025
2024
0–90 days
0.9%
1.4%
90–120 days
10.0%
19.3%
120–360 days
17.1%
16.1%
360 days+
48.6%
79.1%
Total
1.4%
2.0%
Notes to the financial statements continued
for the year ended 31 March 2025
150 Trifast plc Annual Report 2025
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26 Financial instruments continued
(b) Financial instruments risks continued
(i) Credit risk continued
Impairment losses
The movement in the allowance for impairment in respect of trade receivables and contract
assets during the year was as follows:
Balance at 1 April
(1,108)
(1,210)
Impairment reversal movement
372
102
Balance at 31 March
(736)
(1,108)
Trade receivables include a fully impaired balance of £1.0m related to a customer that
entered into administration (see note 2 for further details). The allowance account for trade
receivables is used to record impairment losses where a credit risk has been identified,
unless the Group is satisfied that no recovery of the amount owing is possible; at that point
the amounts considered irrecoverable are written off against the trade receivables directly.
(ii) Liquidity and interest risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as
they fall due.
The Group holds debt and hence its main interest and liquidity risks are associated with the
maturity of its facilities against cash inflows from around the Group. The Group’s objective
is to maintain a balance of continuity of funding and flexibility through the use of banking
facilities as applicable.
The Group maintains two debt facilities with a combined facility limit of £120m, in the
form of:
1. Revolving Credit Facility (£70m)
The facility had an initial term of three years with two possible one-year extensions (i.e.
potential term of five years). The facility can be utilised in either USD, EUR or GBP and
there are no pre-determined currency limits. Interest is charged at the aggregate rate
of SONIA/SOFR/EURIBOR plus margin within a range of 2.10–3.60% depending on the
leverage. The Group successfully executed a one-year extension to this facility in March
2025, extending the maturity to June 2027. As noted above, a further one-year extension
is possible under the terms of the agreement providing a potential term of five years
to 2028.
2. UK Export Finance (UKEF) Export Development Guarantee (EDG) Facility (£50m Sterling
equivalent)
The facility has a term of five years with a three-year availability period and is split
between a USD facility ($31m), a EUR facility (€17m) and a GBP facility (£10m)
with UK Export Finance providing an 80% guarantee. Interest is charged at
SONIA/ SOFR/ six-month EURIBOR with a margin of 2.32% on the USD loan and
2.10% on both the EUR and GBP loans.
Covenant headroom – at 31 March 2025
The Group facilities are subject to the following quarterly covenant testing:
Interest cover: Underlying EBITDA
1
to net interest
1
to exceed a ratio of four. However, on
2 May 2024, the Group agreed to amend the interest cover covenant in the RCF and UKEF
EDG term loan facilities agreements. This applied from the 30 June 2024 quarterly covenant
calculation as follows:
1. Each relevant period from 30 June 2024, ending on 30 September 2025: 3.25x
2. Each relevant period from 31 December 2025, ending on 30 September 2026: 3.50x
3. Each relevant period from 31 December 2026, thereafter: 4.00x
Adjusted leverage: Total net debt
1
to underlying EBITDA
1
not to exceed a ratio of three.
The actual Interest cover was 5.14x (FY24: 3.6x) and adjusted leverage was 0.97x (FY24:
1.3x) as at 31 March 2025.
1. As defined in the facility agreement
On 3 July 2024, KBC Bank NV (KBC) became a lender as part of the RCF agreement.
The facility commitment remained at £70.0m as an existing lender transferred part of their
commitment to KBC. This commitment will support the Group’s treasury strategy and plans
in Eastern Europe.
Notes to the financial statements continued
for the year ended 31 March 2025
151 Trifast plc Annual Report 2025
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26 Financial instruments continued
(b) Financial instruments risks continued
(ii) Liquidity and interest risk continued
Liquidity tables
The following are the contractual maturities of the existing financial liabilities, excluding trade and other payables, as the contractual cash flows are equal to carrying amount and cash flows
within one year:
cash flows
1
Revolving Credit Facility (see note 20)
21,992
22,752
—
—
22,752
—
Export Development Guarantee Facility (see note 20)
19,635
20,074
—
—
20,074
—
Right-of-use liabilities (see note 12)
21,318
39,186
5,138
5,011
11,533
17, 504
Total Group and Company
62,945
82,012
5,138
5,011
54,359
17,504
1. In addition to the above, there are interest charges of £3.7m in FY25 relating to the Revolving Credit and Export Development Guarantee Facilities. Future interest charges are based on a leverage ratchet mechanism,
see note 20
cash flows
1
Revolving Credit Facility (see note 20)
22,175
22,680
—
—
22,680
—
Export Development Guarantee Facility (see note 20)
19,673
20,582
—
—
20,582
—
Right-of-use liabilities (see note 12)
18,423
25,147
4,749
3,953
7,087
9,358
Total Group and Company
60,271
68,409
4,749
3,953
50,349
9,358
1. In addition to the above, there are interest charges of £4.8m in FY24 relating to the Revolving Credit Facility. Future interest charges are based on a leverage ratchet mechanism, see note 20
Notes to the financial statements continued
for the year ended 31 March 2025
152 Trifast plc Annual Report 2025
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26 Financial instruments continued
(b) Financial instruments risks continued
(ii) Liquidity and interest risk continued
Liquidity headroom
Trading forecasts show that the facilities in place at 31 March 2025 provided sufficient liquidity headroom. The Group continues to maintain positive relationships with a number of banks
and the Directors believe that appropriate facilities will continue to be made available to the Group as and when they are required.
Facilities that were available at 31 March 2025 (excluding bank overdrafts and lease liabilities):
2025
2024
Revolving Credit Facility
70,000
22,752
47, 248
70,000
22,680
47, 320
Export Development Guarantee Facility
50,000
20,074
29,926
50,000
20,582
29,418
Total Group and Company
120,000
42,826
77,174
120,000
43,262
76,738
In addition, there is an accordion facility of £40.0m as part of the RCF agreement, which provides potential additional finance under current agreed terms subject to credit approval.
Interest risk
The Group monitors closely all loans outstanding which currently incur interest at floating rates. When appropriate, the Group makes use of derivative financial instruments, including
interest rate swaps and caps. The Group will continue to review this position going forward.
In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates the split between fixed and variable interest rates at the balance sheet
date.
Further details of the rates applicable on interest-bearing loans and borrowings are given in note 20.
All assets and liabilities in place at year end bear interest at a floating rate and therefore may change within one year.
Interest rate table
Group
Company
Financial assets
24,258
20,884
590
910
Financial liabilities
1
(41,627)
(41 ,848)
(41,627)
(41, 84 8)
Adjusted net debt
(17,369)
(20,964)
(41,037)
(40,938)
1. Net of prepaid arrangement fee of £1.2m (FY24: £1.4m)
Notes to the financial statements continued
for the year ended 31 March 2025
153 Trifast plc Annual Report 2025
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26 Financial instruments continued
(b) Financial instruments risks continued
(ii) Liquidity and interest risk continued
Sensitivity analysis
A change of one percentage point in interest rates (using the net amount in the table above) at the balance sheet date would change equity and profit and loss by £0.2m (FY24: £0.2m).
This calculation has been applied to risk exposures existing at the balance sheet date.
This analysis assumes that all other variables, in particular foreign currency rates, remain consistent and considers the effect of financial instruments with variable interest rates.
The analysis is performed on the same basis for the comparative period.
(iii) Foreign currency risk
The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than local functional currency. The Group faces additional currency risks
arising from monetary financial instruments held in non-functional local currencies.
Operational foreign exchange exposure
Where possible, the Group tries to invoice in the local currency at the respective entity. If this is not possible, then to mitigate any exposure, the Group tries to buy from suppliers and sell to
customers in the same currency.
Where possible, the Group tries to hold the majority of its cash and cash equivalent balances in the local currency at the respective entity.
Monetary assets/liabilities
The Group continues to monitor exchange rates and buy or sell currencies in order to minimise open exposure to foreign exchange risk. The Group does not speculate on exchange rates.
No foreign exchange derivative financial instruments are held at the balance sheet date.
The Euro denominated RCF and EDG utilised facilities (‘combined facilities’) of €33.8m (£28.2m) is net investment hedged against the net asset value of TR Italy, TR Germany, TR Spain and
TR Holland. The USD denominated combined facilities of $2.2m (£1.7m) is net investment hedged against the net asset value of Falcon and TR Fastening Inc. Therefore, all foreign exchange
movements that are being hedged are taken to the translation reserve. The remaining Euro and US Dollar denominated combined facilities of €10.6m and $5.3m respectively (£8.8m and
£4.1m respectively) is naturally hedged by equivalent intercompany debtor assets in the Company.
There is an economic relationship between the hedged item and the hedging instrument as the net investment creates a translation risk that will match the foreign exchange risk on the USD
and EURO borrowings. The Group has established a hedge ratio of 1:1 as the underlying risk of the hedging instrument is identical to the hedged risk component. The hedge ineffectiveness
will arise when the amount of the investment in the foreign subsidiary becomes lower than the amount of the fixed rate borrowing. The balances outstanding as at 31 March 2025 for these
Notes to the financial statements continued
for the year ended 31 March 2025
154 Trifast plc Annual Report 2025
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26 Financial instruments continued
(b) Financial instruments risks continued
(iii) Foreign currency risk continued
Monetary assets/liabilities continued
The impact of the hedged item on the statement of financial position is, as follows:
EURO borrowings
652
(652)
1,961
USD borrowings
26
(26)
1,194
The hedging gain recognised in Other Comprehensive Income (OCI) before tax is equal to the change in fair value used for measuring effectiveness. There is no ineffectiveness in the
statement of profit or loss.
The Group’s exposure to foreign currency risk is as follows (based on the carrying amount for cash and cash equivalents held in non-functional currencies):
Cash and cash equivalents exposure
673
3,720
4,931
9
172
9,505
Cash and cash equivalents exposure
774
1,383
5,056
48
65
7,326
Group
A 1% change in significant foreign currency balances against local functional currency at 31 March 2025 would have changed equity and profit and loss by the amount shown below.
This calculation assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing at that date.
This analysis assumes that all other variables, in particular other exchange rates and interest rates, remain constant. The analysis is performed on the same basis for the comparative period.
Foreign currency
Local currency
Euro
Sterling
(9)
(4)
US Dollar
Singapore Dollar
(21)
(12)
US Dollar
Taiwanese Dollar
(21)
(35)
Euro
Taiwanese Dollar
(17)
(2)
Notes to the financial statements continued
for the year ended 31 March 2025
155 Trifast plc Annual Report 2025
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26 Financial instruments continued
(c) Capital management and allocation
It is the Board’s desire to maximise long-term returns. As such, the generation and
disciplined deployment of free cash is a core aspect of Trifast’s strategy. The following
framework and priorities have been established and these are refreshed as part of our
annual budgeting process.
Capital allocation priorities
The Board’s key capital allocation priorities are as follows:
• Continue to maintain adequate working capital as required to support organic growth in
the short term
• Strategic and targeted investments to drive sustainable long-term organic growth
• Realise acquisitions in line with our acquisition strategy
• A progressive dividend policy, maintaining a medium-term target dividend cover range at
the top end of between 3.0x to 4.0x
Special dividends and share buybacks, having been considered, do not currently form part
of our capital allocation framework.
Cash conversion
The Group has been, and continues to expect to be, consistently cash generative. In the
longer term the Board continues to target normalised cash conversion of 70% to 80%, as we
invest in the balance sheet to support our ongoing organic growth.
2022
2023
2024
2025
underlying EBITDA
1.3x
2.2x
1.3x
0.97x
Calculated in line with the banking agreement.
Maximum adjusted leverage covenant for FY25 was 3.0x. See note 26 (b) (ii) for details.
The Board has determined that in the current macroeconomic and shareholder environment,
it is appropriate to adopt a prudent but flexible capital structure and will seek to operate in
certain circumstances, e.g. non-organic investment, with leverage of up to 2.0x adjusted net
debt (before IFRS 16): underlying EBITDA.
The Group has various borrowings and available facilities (see section (b) (ii) Liquidity
and interest risk) that contain certain external capital requirements (‘covenants’) that
are considered normal for these types of arrangements. As discussed above, we remain
comfortably within all such covenants.
The capital structure of the Group is provided below:
Borrowings (note 20)
62,945
60,271
Equity
121,080
124,178
Capital employed
184,025
184,449
27 Cross guarantee contracts
Company
The Company has a guarantee with HSBC, involving the UK trading subsidiaries, for a Group
Class Guarantee facility of £2.0m (FY24: £2.0m).
Notes to the financial statements continued
for the year ended 31 March 2025
156 Trifast plc Annual Report 2025
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28 Related parties
Group and Company
Compensation of key management personnel of the Group
The below table shows compensation for key management personnel which comprises the Board and the ELT.
Full details of compensation of the Board are given in the Directors’ remuneration report on pages 70 to 92.
Short-term employee benefits
2,330
2,365
Compensation for loss of office
30
461
Company contributions to money purchase plans
105
132
Share-based payments
—
30
2,465
2,988
Transactions with Directors and Directors’ close family relatives
There were no related party transactions with Directors, or Directors’ close family members, in the year (FY24: £12,000).
Details of principal subsidiary undertakings, country of registration and principal activities are included in note 31.
Company‑related party transactions with subsidiaries – income/expenditure FY25
Subsidiaries
180
163
1,060
1,403
2,850
520
3,370
Company‑related party transactions with subsidiaries – income/expenditure FY24
Subsidiaries
235
2,896
1,741
4,874
580
128
708
Related party transactions
Company‑related party balances
2025
2024
Subsidiaries
58,567
5,272
64,671
6,447
All related party transactions are on an arm’s length basis.
Notes to the financial statements continued
for the year ended 31 March 2025
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29 Subsequent events
Subsequent to the balance sheet date, the Group experienced an incident of an external
facilitation payment fraud in an overseas jurisdiction involving an impersonation scam. This
resulted in an unauthorised payment of £0.2m, which is currently considered unlikely to be
recovered due to the nature of the transaction. In response to this incident and a similar
protocols, mandatory dual verification procedures, enhanced employee training, and a
review of fraud prevention controls across the Group. These actions are aimed at mitigating
the risk of recurrence and reinforcing the Group’s cybersecurity resilience. There are no
other material adjusting or non-adjusting events subsequent to the balance sheet date.
30 Accounting estimates and judgements
The preparation of financial statements in conformity with adopted IFRS requires
management to make judgements, estimates and assumptions that affect the application
of policies and reported annual amounts of assets and liabilities, income and expenses.
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 if the revision affects only that period, or
in the period of the revision and future periods if the revision affects both current and
future periods.
Sources of estimation uncertainty
The sources of estimation uncertainty that management have identified which may result
in a material adjustment to the carrying amount of assets and liabilities in the next financial
year are inventory valuation and recoverability of goodwill.
Inventories are stated at the lower of cost and net realisable value with a provision being
made for obsolete and slow-moving items. Initially, management makes a judgement
on whether an item of inventory should be classified as standard or customer specific.
Inventory which are custom made for specific customers are classified as customer
specific and remaining inventory are classed as standard stock. This classification then
largely determines when a provision is recognised. Predominantly across the Group for
customer-specific inventory, 50% provision is made for inventories more than 12 months old
and provided at 100% for inventories more than 18 months old. Management then estimates
the net realisable value of the stock for each individual classification. There has been no
change in the past assumptions. In most circumstances, a provision is made earlier for
customer-specific stock (compared to standard) because it generally carries a greater risk
of becoming obsolete or slow moving given the fastenings are designed specifically for an
individual customer. The amount of write-downs recognised as an expense in the period
relating to this estimate is detailed in note 18.
The carrying amount of inventory at year end was £70.9m, of which £42.3m related to
customer-specific stock (FY24: carrying value £73.4m, customer-specific stock £38.4m).
The key sensitivity to the carrying amount of customer-specific inventory relates to the
future demand levels for specific products stocked for individual customers. In the event
that an individual customer’s demand for products specific to them unexpectedly reduced,
the Company might be required to increase the inventory provision. Although one customer
taking such action is unlikely to result in a material adjustment, multiple customers taking
such action over a short timescale could result in a material adjustment. The range of
possible outcomes includes a write off of the carrying amount at year end, to a write back
of the customer-specific inventory provision at year end of £5.6m (FY24: £6.9m).
The carrying amount of goodwill at the year end was £22.1m (FY24: £22.5m). Value in use
calculations have been performed and no impairment noted. Sensitivity analysis have been
performed. See note 13 for further details.
In FY24 impairment of the non-current assets of £1.9m was identified in relation to TR
Hungary CGU. See note 13 for further details.
Key judgements
The following are the critical judgements, apart from those involving estimates (which
we have dealt with separately above), that the Directors have made in applying the
Group accounting policies and that have had the most significant effect on the amounts
recognised in the financial statements. No judgements have been made that have
significant effect on the amounts recognised in the financial statements.
Separately disclosed items:
• Determination of items to be disclosed as separately disclosed item. See note 2 for
further details.
Notes to the financial statements continued
for the year ended 31 March 2025
158 Trifast plc Annual Report 2025
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31 Trifast plc subsidiaries
activity
Company
Group
Office address
Trifast Overseas Holdings Ltd
United Kingdom
£112
Holding Company
100%
100%
National Distribution Centre, Reedswood Park
Trifast Holdings B.V.
Netherlands
€18,427
Holding Company
—
100%
KVK
33268
836,
Vestigingsnr. 000018832806,
TR Fastenings Ltd
United Kingdom
£10,200
Manufacture and
—
100%
National Distribution Centre, Reedswood Park
TR Southern Fasteners Limited
Republic of
€254
Distribution of fastenings
—
100%
Mallow Business & Technology Park, Mallow, Co.
TR Norge AS
1
Norway
NOK
300,000
Distribution of fastenings
—
100%
Masteveien 8, NO-1481 Hagan, Norway
TR Holland B.V.
Netherlands
€45,378
Distribution of fastenings
—
100%
Kelvinstraat 5, 7575 AS, Oldenzaal, Netherlands
Lancaster Fastener Company Ltd
United Kingdom
£40,000
Distribution of fastenings
—
100%
Stevant Way Northgate, White Lund Industrial
TR Fastenings AB
Sweden
SEK 1,500,000
Distribution of fastenings
—
100%
Box
413
3, Smedjegatan 6, 7tr,
TR Hungary Kft
Hungary
HUF
68,257,300
Distribution of fastenings
—
100%
Szigetszentmiklós, Diósgyőri utca 2,
2310
Hungary
TR Italy SPA
Italy
€187,200
Manufacture and
—
100%
Via Giuseppe Costantini, 19,
06022
Fossato Di Vico (PG), Italy
VIC Sp. Z o.o.
2
Poland
PLN
50,000
Distribution of fastenings
—
100%
Wroclaw, ul Wiosenna 14/2, Poland
TR Germany GmbH
Germany
€25,000
Distribution of fastenings
—
100%
Lerchenweg 99, 33415 Verl, Germany
Precision Technology Supplies Ltd
United Kingdom
£10,000
Distribution of fastenings
—
100%
Precision Technology Supplies, The Birches
TR Fastenings España – Ingenieria Industrial, S.L.
Spain
€3,085
Distribution of fastenings
—
100%
Calle De La CiIencia 43, Viladecans Barcelona,
08
CP
840, Spain
Notes to the financial statements continued
for the year ended 31 March 2025
1. Sold during FY25
2. During the year this company was sold by TR Italy to Trifast Overseas Holdings Ltd
159 Trifast plc Annual Report 2025
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activity
Company
Group
Office address
TR Asia Investment Holdings Pte Ltd
Singapore
S$4
Holding Company
—
100%
57 Senoko Road, Singapore 758121
TR Formac Pte Ltd
Singapore
S$315,000
Manufacture and
—
100%
57 Senoko Road, Singapore 758121
TR Formac (Shanghai) Pte Ltd
China
US$200,000
Distribution of fastenings
—
100%
Special Fasteners Engineering Co Ltd
Taiwan TW$100,000,000
Manufacture and
—
100%
9F.-3 No. 366, Bo Ai 2nd Rd. Kaohsiung 81358,
TR Formac Fastenings Private Ltd
India
INR 18,850,000
Distribution of fastenings
—
100%
Door No:6, 05th Cross Street, Mangala Nagar,
Power Steel & Electro-Plating Works SDN Bhd
Malaysia
MYR 4,586,523
Manufacture and
—
100%
Suite 1609,
Tingkat 16, Plaza Pengkalan, Batu 3
TR Formac Co. Ltd
Thailand
THB
60,000,000
Distribution of fastenings
—
100%
28, 3rd Floor Motorway Road, Prawet, Bangkok
(Shanghai) Precision Machinery Manufacturing Co Ltd
1
China
RMB 5,000,000
Manufacture and
—
100%
Area A, 1st Floor, Building 6, No. 38 Dong Sheng
TR Fastenings Inc
USA
US$20,000
Distribution of fastenings
—
100%
10811
Vine Crest Drive, Suite 190, Houston, Texas
77
086, USA
TR Falcon Fastening Solutions
USA
US$1,000
Distribution of fastenings
—
100%
10715
John Proce Road, Charlotte, North Carolina,
28
273, USA
Trifast Holdings (US) Inc
USA
US$1
Holding Company
—
100%
251
Little Falls Drive, Wilmington, Delaware,
19808,
USA
Notes to the financial statements continued
for the year ended 31 March 2025
1. Company was incorporated during FY25
31 Trifast plc subsidiaries continued
160 Trifast plc Annual Report 2025
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activity
Company
Group
Office address
Trifast Systems Ltd
1
United Kingdom
£1
Dormant
100%
100%
Trifast House, Bellbrook Park, Uckfield, East
Ivor Green (Exports) Ltd
1
United Kingdom
£1
Dormant
100%
100%
Trifast House, Bellbrook Park, Uckfield, East
Charles Stringer’s Sons & Co. Limited
1
United Kingdom
£1
Dormant
100%
100%
Trifast House, Bellbrook Park, Uckfield, East
Fastech (Scotland) Ltd
1
United Kingdom
£1
Dormant
100%
100%
International House, Stanley Boulevard, Hamilton
Micro Screws & Tools Ltd
1
United Kingdom
£1
Dormant
100%
100%
Trifast House, Bellbrook Park, Uckfield, East
Trifast Holdings (Asia) Ltd
United Kingdom
£2
Dormant
100%
100%
National Distribution Centre, Reedswood Park
Rollthread International Ltd
1
United Kingdom
£1
Dormant
100%
100%
Trifast House, Bellbrook Park, Uckfield, East
TR Group Ltd
1
United Kingdom
£1
Dormant
100%
100%
Trifast House, Bellbrook Park, Uckfield, East
Fastener Techniques Ltd
1
United Kingdom
£1
Dormant
100%
100%
Trifast House, Bellbrook Park, Uckfield, East
Trifix Ltd
1
United Kingdom
£100
Dormant
100%
100%
Trifast House, Bellbrook Park, Uckfield, East
Serco Ryan Ltd
1
United Kingdom
£3,000
Dormant
100%
100%
Trifast House, Bellbrook Park, Uckfield, East
TR Europe Ltd
United Kingdom
£2,500
Dormant
100%
100%
National Distribution Centre, Reedswood Park
TR Fastenings Poland Sp. Z o.o
Poland
PLN 50,000
Distribution of fastenings
100%
100%
Al Jerozolimskie 56c, 00-803 Warszawa,
All of the above subsidiaries have been included in the Group’s financial statements.
1. During FY25, these companies have been dissolved by Companies House
Notes to the financial statements continued
for the year ended 31 March 2025
31 Trifast plc subsidiaries continued
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32 Alternative Performance Measures
The Annual Report includes both GAAP measures and Alternative Performance Measures (APMs), the latter of which are considered by management to allow the readers of the accounts
to understand the underlying trading performance of the Group. A number of these APMs are used by management to measure the KPIs of the business (see page 13 for key performance
indicators) and are therefore aligned to the Group’s strategic aims. They are also used at Board level to monitor financial performance throughout the year.
The APMs used in the Annual Report (including the basis of calculation, assumptions, use and relevance) are detailed in note 2 (underlying profit before tax, EBITDA and underlying
EBITDA) and below.
Constant exchange rate (CER) figures
These are used predominantly in the financial review and give the readers a better understanding of the performance of the Group, regions and entities from a trading perspective.
They have been calculated by translating the FY25 income statement results (of subsidiaries whose presentational currency is not Sterling) using FY24 average annual exchange rates
to provide a comparison which removes the foreign currency translational impact. The impacts of translational gains and losses made on non-functional currency net assets held around the
Group have not been removed.
Underlying operating margin/EBIT margin
Underlying operating margin is used in the financial review to give the reader an understanding of the performance of the Group and regions. It is calculated by dividing underlying
operating profit (see return on capital employed section for reconciliation to operating profit) by revenue in the year.
Underlying effective tax rate
This is used in the underlying diluted EPS calculation. It removes the tax impact of separately disclosed items in the year to arrive at a tax rate based on the underlying profit before tax.
2025
2024
Profit/(loss) before tax
4,928
(3,888)
(78.9)%
(789)
(3,651)
(462.7 )%
Separately disclosed items
5,449
(678)
(12.4)%
7,3 14
(692)
9.5%
Underlying profit before tax
10,377
(4,566)
(44.0)%
6,525
(4,343)
66.6%
Underlying diluted EPS
A key measure for the Group to understand the underlying earnings per share. The calculation has been disclosed in note 25.
Underlying profit before tax
A key measure for the Group, as it is one of the measures used to set the Directors’ variable remuneration, as disclosed in the Directors’ remuneration report. The calculation has been
disclosed in note 2.
Notes to the financial statements continued
for the year ended 31 March 2025
162 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

32 Alternative Performance Measures continued
Underlying cash conversion as a percentage of underlying EBITDA
This is another key metric used by investors to understand how effective the Group was at
converting profit into cash. The adjustments made to arrive at underlying cash conversion
from cash generated from operations are detailed below. To reconcile operating profit to
underlying EBITDA, see note 2.
Underlying cash conversion
22,059
34,344
Project Atlas
—
815
Restructuring and transformation costs
(2,859)
(5,262)
Fraud incident loss
(384)
—
Profit on disposal of a subsidiary
247
2,014
capital and before taxation
19,063
31,911
2025
£000
2024
£000
Net debt (38,687) (39,387)
Right-of-use lease liabilities 21,318 18,423
Adjusted net debt (17,3 69) (20,964)
Underlying EBITDA
22,018
19,848
and other related costs
(426)
(101)
Operating lease payments
(4,404)
(4,4 47)
Adjusted underlying EBITDA
17,1 88
15,300
Adjusted interest cover
This is adjusted EBITDA to adjusted net interest to better reflect the banking facility
covenant calculations, removing the impact of IFRS 16 Leases. Underlying EBITDA has IFRS
16 Leases and IFRS 2 Share-based Payments removed above and is reconciled to operating
profit in note 2.
Net interest
(4,498)
(5,419)
Right-of-use liability interest
1,016
796
Adjusted net interest
(3,482)
(4,623)
Underlying return on capital employed (ROCE)
Return on capital employed is a key metric used by investors to understand how efficient the
Group is with its capital employed. The calculation is detailed in the glossary on page 168.
The numerator is underlying EBIT which has been reconciled to operating profit below. Note
2 explains why the separately disclosed items have been removed to aid understanding of
the underlying performance of the Group.
Underlying EBIT/underlying operating profit
14,876
11,944
Separately disclosed items within administrative expenses
1
(5,449)
(7, 314)
Operating profit
9,427
4,630
1. See note 2 for further details
Working capital as a percentage of revenue
This is calculated as current assets excluding cash and assets held for sale, less current
liabilities excluding liabilities held for sale, restructuring provisions and tax payable as a
percentage of Group revenue. It is a KPI for the Group as it remains a key focus to ensure
efficient allocation of capital on the balance sheet to improve quality of earnings and reduce
the additional investment needed to support organic growth.
Notes to the financial statements continued
for the year ended 31 March 2025
163 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

33 Reconciliation of net cash flow to movement in net debt
Net change in cash and cash equivalents
3,809
(9,825)
Proceeds from new loan
—
—
Repayment of external loan
—
116,500
Proceeds from external loan
—
(91,414)
Net increase in right-of-use liabilities
(2,694)
(3,000)
Net proceeds from borrowings
(2,694)
22,086
Increase in net debt before exchange rate differences
1,115
12,260
Movement in prepaid arrangement fees
(214)
1,414
Exchange rate differences
(200)
779
Increase in net debt
701
14,453
Opening net (debt)
(39,388)
(53,840)
Closing net debt
(38,687)
(39,387)
Net debt is reconciled to the balance sheet as follows:
Cash and cash equivalents
24,258
20,884
Other interest-bearing loans and borrowings
(41,627)
(41, 848)
Right-of-use liabilities
(21,318)
(18,423)
Closing net (debt)
(38,687)
(39,387)
34 Changes in financial liabilities including both cash flows
and non‑cash changes
Finance liabilities at 1 April
60,271
85,638
Cash flow changes
(3,776)
(28,448)
Foreign exchange on financial liabilities
(863)
(1,867)
Arrangement fees unwinding
215
(1,414)
Right-of-use liabilities additions
8,799
6,988
Right-of-use liabilities reclassified as held for sale
—
(76)
Right-of-use liabilities derecognition on termination
(1,701)
(550)
Finance liabilities at 31 March
62,945
60,271
The financial liabilities have an interest expense which was fully paid at the year end.
See statement of cash flows on pages 109 and 110.
Finance liabilities at 1 April
48,405
69,863
Cash flow changes
(1,284)
(18,661)
Foreign exchange on financial liabilities
(1,059)
(1,476)
Arrangement fees unwinding
215
(1,414)
Right-of-use liabilities additions
—
93
Arrangement fees unwinding
—
—
Finance liabilities at 31 March
46,277
48,405
The financial liabilities have an interest expense which was fully paid at the year end.
See statement of cash flows on pages 109 and 110.
Liabilities arising from financing activities include other interest-bearing loans and
borrowings and right-of-use liabilities.
Notes to the financial statements continued
for the year ended 31 March 2025
164 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

35 Revenue from contracts with customers
In line with IFRS 15 Revenue from Contracts with Customers we have included the disaggregation of external revenue by sector, breaking this down by our geographical operating segments.
March 2025
UK & Ireland
Europe
North America
Asia
Total
Automotive
9%
16%
7%
6%
38%
Distributors
7%
2%
1%
4%
14%
Medical equipment
1%
—
—
—
1%
Smart infrastructure
6%
3%
5%
2%
16%
Other
8%
13%
2%
8%
31%
Revenue from external customers (AER)
31%
34%
15%
20%
100%
March 2024
UK & Ireland
Europe
North America
Asia
Total
Automotive
9%
17%
6%
7%
39%
Distributors
7%
2%
1%
4%
14%
Medical equipment
1%
—
—
—
1%
Smart infrastructure
6%
3%
4%
2%
14%
Other
8%
14%
2%
7%
32%
Revenue from external customers (AER)
31%
36%
13%
20%
100%
36 Equity‑accounted investments
The Group holds an interest in TR Chia Yi Precision Fastenings Manufacturing (Dongguan) Co. Ltd (‘TR Chia’), an individually immaterial associate accounted for using the equity method.
On 25 September 2023, the Group entered into an agreement to form this associate, with a 40% equity interest. Under the terms of the agreement, the Group is committed to invest
US$0.4m in share capital, to be paid in three instalments. As at 31 March 2025, US$0.3m has been invested (FY24), with the remaining US$0.1m due during FY26. As at the reporting date,
the Group’s carrying value of the investment in TR Chia was £0.4m (2024: £0.2m).
The Group’s share of the associate’s profit for the year was £0.2m (FY24: loss of £0.1m), after eliminating unrealised profit on inventory purchased from TR Chia and still held by the Group
at the year end. TR Chia had no other items of comprehensive income during the year.
Notes to the financial statements continued
for the year ended 31 March 2025
165 Trifast plc Annual Report 2025
Governance
Financial statements
Additional information
Strategic report

AER
Actual exchange rate.
Assets
Anything owned by the Company having a monetary value; e.g. fixed assets such as
buildings, plant and machinery, vehicles (these are not assets if rented and not owned) and
potentially including intangibles such as trademarks and brand names, and current assets,
such as inventory, debtors and cash.
Average capital employed
Averaged using month-end balances and opening capital employed. Capital employed is the
sum of net assets and gross debt.
Balance sheet (or statements of financial position)
These provide a ‘snapshot’ at a date in time of who owns what in the Company, and what
assets and debts represent the value of the Company.
The balance sheet is where to look for information about short-term and long-term debts,
gearing (the ratio of debt to equity), reserves, inventory values (materials and finished
goods), capital assets, cash and the value of shareholders’ funds. The balance sheet equation
is:
Capital + Liabilities (where the money came from)
= Assets (where the money is now)
CAGR
Compounded Annual Growth Rate.
Cash flow
The movement of cash in and out of a business from day-to-day direct trading and other
non-trading effects, such as capital expenditure, tax and dividend payments.
Category ‘C’ components
Low-value components that are wrapped up into our supply proposition for a customer.
CBAM
Carbon Border Adjustment Mechanism.
CER
Constant exchange rate.
Current assets
Cash and anything that is expected to be converted into cash within 12 months of the
balance sheet date. For example, debtors or inventory.
Current liabilities
Money owed by the business that is generally due for payment within 12 months of balance
sheet date. For example: creditors, bank overdrafts or tax.
Depreciation
The proportion of cost relating to a capital item, over an agreed period (based on the useful
life of the asset); for example, a piece of equipment costing £10,000 having a life of five
years might be depreciated over five years at a cost of £2,000 per year.
This would be shown in the income statement as a depreciation cost of £2,000 per year;
the balance sheet would show an asset value of £8,000 at the end of year one, reducing by
£2,000 per year; and the cash flow statement would show all £10,000 being used to pay for
it in year one.
Dividend
A dividend is a payment made per share to a company’s shareholders and is based on
the profits of the year, but not necessarily all the profits. Normally a half-year dividend is
recommended by a company board whilst the final dividend for the year is proposed by the
Board of Directors and shareholders consider and vote on this at the Annual General Meeting.
Dividend cover
Underlying diluted earnings per share over proposed dividend per share in the year.
Earnings before
There are several ‘Earnings before….’ ratios. The key ones being:
• PBT Profit/earnings before taxes
• EBIT/ Operating profit Earnings before interest and taxes
• EBITDA Earnings before interest, taxes, depreciation and
amortisation
• Underlying profit before separately disclosed items (see note 2)
Earnings relate to operating and non-operating profits (e.g. interest, dividends received from
other investments).
166 Trifast plc Annual Report 2025
Glossary of terms
Governance Financial statements
Additional information
Strategic report

EDG
Export Development Guarantee.
GAAP
Generally Accepted Accounting Practice.
GDPR
The General Data Protection Regulation is a regulation by which the European Parliament,
the Council of the European Union and the European Commission intend to strengthen and
unify data protection for all individuals within the European Union. It also addresses the
export of personal data outside the EU.
Gearing
The ratio of debt to equity, usually the relationship between long-term borrowings and
shareholders’ funds.
Goodwill
Any surplus money paid to acquire a company that exceeds its net assets fair value.
ICAEW
Institute of Chartered Accountants in England & Wales.
IMS
Our Integrated Management System supports the publication and communication of our
policies, procedures, process documentation, forms and templates.
Intellectual property (IP)
This is an intangible asset such as a copyright or patent.
Copyright is the exclusive right to produce copies and to control an original work and is
granted by law for a specified number of years.
A patent is a government grant to an inventor, assuring the inventor the sole right to make,
use and sell an invention for a limited period.
Legal entity identifier (LEI)
An LEI is a unique identifier for persons that are legal entities or structures including
companies, charities and trusts. The obligation for legal entities or structures to obtain an
LEI was endorsed by the G20 (the leaders of the 20 largest economies). Further information
on LEIs, including answers to frequently asked questions, can be found at
https://www.lei-worldwide.com/lei-code-faq.html
MiFID
MiFID applied in the UK from 2007, and was revised by MiFID II, in January 2018, to improve
the functioning of financial markets in light of the financial crisis and to strengthen investor
protection. MiFID II extended the MiFID requirements in a number of areas – new market
structure requirements, including:
• New and extended requirements in relation to transparency
• New rules on research and inducements
• New product governance requirements for manufacturers and distributors of MiFID
‘products’
• Introduction of a harmonised commodity position limits regime
Multinational OEMs
We use this term to include all Original Equipment Manufacturers (OEMs), Tier 1 suppliers
inthe automotive sector and relevant key sub-contractors in the other sectors we service.
Non‑pre‑emptive rights
This term refers to an issue or sale of any equity securities by a company to which
pre-emptive rights do not apply.
OEM
Original equipment manufacturers.
PDMR
This term stands for Persons Discharging Managerial Responsibility. These relate
topeoplewho are Board Directors or Senior Management, who have access to
price-sensitive information on a regular basis. As a result, if they buy or sell shares at
anytime this must be declared in a PDMR notice which is released by the Company via the
London Stock Exchange News Service (RNS). PDMRs may not deal in the Company’s shares
in a close period.
P/E ratio (price per earnings)
The P/E ratio is an important indicator as to how the investing market views the health,
performance, prospects and investment risk of a plc. The P/E ratio is arrived at by dividing
the share price by the underlying diluted earnings per share.
PPE
PPE stands for Personal Protective Equipment and includes items such as masks, helmets,
gloves, eye protection and high-visibility clothing and is designed to keep people safe.
Pre‑emptive rights
Pre-emptive rights are a clause in an option, security or merger agreement that gives the
investor the right to maintain his or her percentage ownership of a company by buying a
proportionate number of shares of any future issue of the security.
Glossary of terms continued
167 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

Profit
The surplus remaining after total costs are deducted from total revenue.
Profit and loss account (P&L) (or income statement)
The P&L shows how well the Company has performed in its trading activities and would
cover a trading account for a period.
The P&L shows profit performance and typically shows sales revenue, cost of sales/cost of
goods sold, generally a gross profit margin, fixed overheads and/or operating expenses, and
then a profit before tax figure (PBT).
RCF
Revolving Credit Facility.
Reserves
The accumulated and retained difference between profits and losses year-on-year since the
Company’s formation.
Retained profit/earnings
Business profit which is after tax and dividend payments to shareholders; retained by the
business and used for reinvestment.
Return on capital employed (ROCE)
A fundamental financial performance measure. A percentage figure representing earnings
before interest and tax against the money that is invested in the business.
Underlying EBIT ÷ average capital employed (net assets + gross debt) × 100 = ROCE.
Rights issue
A rights issue is the term for when a company offers more of its ordinary shares to current
shareholders, usually to raise extra capital for the business.
Share capital
The balance sheet nominal value paid into the Company by shareholders at the time(s)
shares were issued.
Shareholders’ funds
A measure of the shareholders’ total interest in the Company, represented by the total share
capital plus reserves.
Statements of cash flow
The statements of cash flow show the movement and availability of cash through and to the
business over a given period. For any business ‘cash is king’ and essential to meet payments,
for example to suppliers, staff and other creditors.
Stock code
A stock code is used to find a listing on the regulatory market such as the London Stock
Exchange. Trifast’s stock code is TRI.
Third‑party logistics (3PL)
3PL in logistics and supply chain management is an organisation’s use of third-party
businesses to outsource elements of its distribution, warehousing and fulfilment services.
Tier 1
A subcontractor to the OEM.
Trademark
The name or a symbol used by a manufacturer or dealer to distinguish its products from
those of competitors. A registered trademark is one that is officially registered and legally
protected.
UKEF
UK Export Finance.
Working capital
Current assets excluding cash, less current liabilities excluding debt-like items representing
the required investment, continually circulating, to finance inventory, debtors and work in
progress.
Glossary of terms continued
168 Trifast plc Annual Report 2025
Governance Financial statements
Additional information
Strategic report

2021 2022 2023 2024 2025
Revenue £188.2m £218.6m £244.4m £233.7m £223.4m
GP margin
2
26.5% 26.7% 25.3% 25.4% 28.3%
Underlying operating profit
1,2
£12.0m £14.7m £12.0m £11.9m £14.9m
Underlying operating profit margin
1,2
6.4% 6.7% 4.9% 5.1% 6.7%
Operating profit/(loss)
2
£8.8m £11.6m £(8.0)k £4.6m £9.8m
Operating profit margin
2
4.7% 5.3% 0.0% 2.0% 4.4%
Underlying EBITDA
1,2
£17.6m £20.4m £19.3m £19.8m £22.0m
Underlying PBT
1,2
£11.0m £13.8m £9.3m £6.5m £10.4m
PBT/(LBT)
2
£7.8m £10.6m £(2.7)m £(0.8)m £4.9m
ROCE %
1,2
6.8% 8.3% 5.4% 5.7% 8.1%
Total dividend per share 1.60p 2.10p 2.25p 1.80p 1.80p
Dividend increase/(decrease) % 33.3% 31.3% 7.1% (20.0)% —
Underlying dividend cover 3.9x 3.9x 2.3x 0.9x 2.4x
Underlying diluted EPS
1,2
6.24p 8.13p 5.13p 1.62p 4.31p
Diluted EPS/(LPS)
2
4.31p 6.56p (2.12)p (3.29)p 0.77p
Adjusted (cash)/net debt
3
£(13.3)m £23.8m £38.0m £21.0m £17.4m
Cash conversion % of underlying EBITDA
1,2
147.9 % (66.8)% 48.9% 173.0% 100.2%
Share price at 31 March 150p 115p 78p 75p 77p
1. Before separately disclosed items, see note 2
2. Presented after adoption of IFRS 16 Leases from FY20
3. Adjusted (cash)/net debt is excluding the impact of IFRS 16 Leases

169 Trifast plc Annual Report 2025
Five‑year history
Governance Financial statements
Additional information
Strategic report

Company
Trifast plc
Incorporated in England
Registered number: 01919797
LSE Premium Listing
Ticker: TRI
LEI Reference: 213800WFIVE6RWK3CR22
Registered office
National Distribution Centre
Reedswood Park Road
Walsall WS2 8DQ
Company Secretary
Christopher Morgan
Email: companysecretariat@trifast.com
Advisers
Registered auditor
RSM UK Audit LLP
10th Floor
103 Colmore Row
Birmingham
B3 3AG
Stockbroker
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Solicitor
CMS LLP
78 Cannon Street
London EC4N 6AF
Registrar
Computershare Investor Services plc
The Pavilions, Bridgwater Road
Bristol BS13 8AE
Financial PR
h2Radnor Limited
68 King William Street
London EC4N 7HR
170 Trifast plc Annual Report 2025
Company and advisers

AGM 12.00noon, 11 September 2025
Half-yearly results
1
November 2025
1
Trading update
1
February 2026
1
Financial year end
1
31 March 2026
1
Pre-close trading update
1
April 2026
1
Preliminary results
1
June 2026
1
1. Dates are provisional and subject to change
Details of the Company’s up-to-date financial reporting calendar can be found on our
websiteat www.trifast.com/investors/financial-information/financial-calendar
Dividend calendar
Proposed final dividend 1.20p
Ex-dividend date 11 September 2025
Final dividend record date 12 September 2025
Last date for DRIP elections 19 September 2025
Final dividend payment date 10 October 2025
DRIP document mailing date 20 October 2025
Annual General Meeting (AGM)
The Annual General Meeting will be held at 12.00noon on 11 September 2025 at Peel Hunt
LLP, 100 Liverpool Street, London EC2M 2AT.
The Notice of Meeting, which includes special business to be transacted at the AGM together
with an explanation of the resolutions to be considered at the meeting, is made available on
the Company’s website and communicated directly to shareholders.
Registrar
Trifast’s Registrar is Computershare Investor Services. They can be contacted for any
matters relating to your shareholding, including notification of change in name and address;
enquiries about dividend payments; and submission of proxy form for voting at the Annual
General Meeting.
Shareholders who receive duplicate sets of Company mailings because they have multiple
accounts should contact Computershare to have their accounts amalgamated.
Computershare offers a facility whereby shareholders can access their shareholdings in
Trifast via their website.
Please have your Shareholder Reference Number to hand whenever you contact the
Registrar www.computershare.com/uk
171 Trifast plc Annual Report 2025
Financial calendar

172 Trifast plc Annual Report 2025
Notes
Governance Financial statements
Additional information
Strategic report

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Trifast plc | Annual Report for the year ended 31 March 2025
National Distribution Centre
Reedswood Park Road
Walsall
WS2 8DQ
Tel: +44 (0)1825 747366
Our website:www.trifast.com
LinkedIn:www.linkedin.com/company/tr‑fastenings
X:www.x.com/trfastenings
Facebook:www.facebook.com/trfastenings