Recover

Rebuild

Resilience

Annual Report for the year

ended 31 March 2024

Trifast plc | Annual Report for the year ended 31 March 2024

Our purpose

& 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 leading

international specialist

in the design, engineering,

manufacture and distribution of

high‑quality industrial fastenings

and Category ‘C’ components,

principally to major global

assembly industries

Strategic report 1

Highlights 1

Global presence 2

Meet the new team 3

Chair’s welcome 4

CEO review 6

Our new strategic direction 10

Delivering growth

through our business model 18

Key performance indicators 20

Section 172(1) statement 22

Stakeholder engagement 24

National Distribution Centre 27

Financial review 28

Non‑financial and sustainability

information statement 36

Being a responsible business 37

Our people 39

Our planet 47

Our principles 53

Climate‑related Financial Disclosures 55

Risk management 66

Our principal risks 67

Viability statement 76

Governance 78

Chair’s introduction togovernance 78

The Board 82

The Executive Leadership Team 84

Corporate governance report 85

Nomination Committee report 88

Responsible Business Committee report 94

Audit & Risk Committee report 96

Directors’ remuneration report 104

Directors’ remuneration policy 131

Directors’ report 147

Statement of Directors’ responsibilities 150

Financial statements 151

Independent auditor’s report 151

Consolidated income statement 159

Consolidated statement

ofcomprehensiveincome 160

Consolidated statement

of changes in equity 161

Company statement of

changes in equity 163

Statements of financial position 165

Statement of cash flows 166

Notes to the financial statements 168

Additional information 228

www.trifast.com

Catch up with our latest news

andlearn more about Trifast on

ourcorporate website

Strategic report

For more information read pages 1 to 77

Governance

For more information read pages 78 to 150

Financial statements

For more information read pages 151 to 227

Being a responsible business

For more information read pages 37 to 54

About us

Contents

Gender diversity (all employees)

33%

30%

31%

67%

70%

69%

2024

2023

2022

67%

33%

Financial highlights read more on page 20 Non-financial highlights read more on page 21

Men Women

(4.4)%

£233.7m

£244.4m

£218.6m

Read more on [•]

2024

2023

2022

82.3%

Highlights

1. Percentage of spend signed up to Slavery & Human Trafficking Statement

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

We have c.1,200 employees in 16 countries

Early involvement in design is key to ensure that we

support customers at the inception of new products

North America

56 colleagues

11.8% of sales

Europe

272 colleagues

35.7% of sales

UK & Ireland

437 colleagues

31.4% of sales

Asia

432 colleagues

21.1% of sales

Manufacturing

In‑house manufacturing gives us increased capability,

product knowledge and a unique advantage over competitors

Supply chain simplification

Our vendor development process provides approved vendor

supply chain excellence and simplicity for customers

Engineering

Key:

Head office Trifast plc

TR Asia headquarters

 Manufacturing, sales & distribution

Sales & distribution

 Sales office

 Engineering & innovation centre

 Joint Venture (manufacturing)

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Global presence

As the new Chair, what has been your main

focus since taking up the role?

It has been very busy since joining in August 2023.

Following a comprehensive handover from the previous

Chair, Jonathan Shearman, I have had the privilege

of meeting many of the TR team across Asia, North

America, UK & Ireland and Europe. These visits have

been immensely important and are ongoing. As well as

learning more about the fastener industry, it has been

great to meet our employees and learn more about their

motivations. I have also supported our new CEO with

the strategy review as well as recruiting a Remuneration

Committee Chair, who joined us in March 2024.

What are the major highlights for you since

joiningTrifast?

Three highlights come to mind immediately: visiting our

global facilities and meeting the wonderful TR employees;

celebrating the opening of our UK National Distribution

Centre was a highlight for the Board; and finally, engaging

with our shareholders to better understand their support

and motivations for investing in Trifast.

What are the Board’s focus areas for FY25?

The Board are laser‑focused on the successful transition

of the business, in delivering the new strategy and

improving shareholder returns. We will work closely with

the Executive Leadership Team, with a focus on rebuilding

the culture and capabilities that the business requires

and successfully making ourselves a great place to work

again. Our customers are at the heart of everything we

do, and we will continue to add value to their businesses

by providing world‑class engineering and supply chain

excellence to solve their problems.

As the new CEO, what has been your main

focus since joining?

Since joining in September 2023, I have focused my

energies on TR’s Recover, Rebuild, Resilience plan. I am

building a strong leadership team, a safety culture and

ensuring operational excellence. I have also had a chance

to review our strategic direction and have worked with

the Board and Senior Management to ensure we shape

TR for the next chapter of its success.

What are your key deliverables for FY25?

I have five principal areas of focus for FY25:

1) Importantly, I want to enhance the safety culture

across all our global operations, through training,

learning, reporting and employee engagement. It

is important that all TR employees have a safe and

supportive place to work

2) Improve employee engagement and feedback through

town hall meetings, effective communication and

employee surveys

3) Focus on ESG and demonstrate to our stakeholders

that TR is committed to delivering a net zero

environment

4) Continue to build strong relations with our

shareholders and investors

5) Deliver a year of financial growth and progress as we

start our Recover, Rebuild, Resilience journey

What drives you personally?

Well, I am a Manchester United fan so resilience has been

required for the past few years and my club is on a similar

journey back to greatness as we are at Trifast, and I am

confident both will deliver.

How would you describe your initial period as

a Trifast Non-Executive Director?

It has been incredibly busy – I had an excellent handover

from Claire Balmforth, for which I am hugely grateful, and

her wisdom and guidance have supported my education

about Trifast and the fastener industry. The induction

programme for NEDs is very comprehensive and I have

met with many employees in Uckfield, the National

Distribution Centre and TR Italy. Everyone has been very

welcoming and willing to share their knowledge and

experience – the passion I have heard for the Company

has been inspiring.

As the designated Non-Executive Director for

employee engagement, what are your plans?

Importantly, I plan to visit and meet with employee

groups as soon as I can and I am bringing my experience,

both as an executive and as a non‑executive, on what

great employee engagement looks like into play as we

build our engagement mechanisms. There is nothing

more valuable to a Board than the opportunity to hear

directly from those involved in delivering our customer

experience and enabling the employee voice is vital.

What excites you about Trifast?

Firstly, I would say the 51‑year history and the passion

and enthusiasm from the TR employees I have met and

their determination to provide the very best service to

all our customers. It is testament to the Company that

the average length of employee service is over ten years

and that wealth of knowledge and deep‑seated customer

relationships is a huge business strength.

Serena

Lang

Iain

Percival

Laura

Whyte

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Meet the new team

The Board’s focus has been to approve a new

strategic transformation plan aimed at creating

a more resilient, commercial and sustainable

business under the leadership our new CEO,

IainPercival, which allows the Company to

Recover, Rebuild and build Resilience

Serena Lang

Chair

Board changes

One of my first roles as Chair was to

work with the Board and conclude the

appointment of the new CEO. After a

thorough and rigorous process, the Board

were delighted to appoint Iain Percival to

the role in September 2023. Iain brings

with him deep leadership and business

transformation experience and it is clear

that he is already making a significant

impact at Trifast. On behalf of the Board,

I also want to thank Scott Mac Meekin for

stepping in as the interim CEO for seven

months, allowing the Board the time to

undertake a comprehensive search process.

We said goodbye to Claire Balmforth

in March 2024, one of our Independent

Non‑Executive Directors and Chair of

the Remuneration Committee who has

retired from her portfolio career. We are

very thankful for Claire’s contribution and

professionalism throughout her tenure

and are delighted to have appointed Laura

Whyte as her replacement. Laura, having

worked in several organisations within the

listed, private and charity sectors, is an

experienced operational and Non‑Executive

Director with a strong focus on brand,

customer and workforce engagement,

bringing strength and diversity to the Board

skills, particularly in relation to people and

engagement.

Darren Hayes‑Powell left the business by

mutual consent in February 2024 and Kate

Ferguson, our Group Financial Controller,

assumed the role of interim CFO on his

departure whilst the Nomination Committee

commenced an Executive search process

for the permanent role which you can read

more about on page 92.

Having taken over as Chair in September

2023, halfway through our financial year,

Iwould firstly like to take the opportunity

tothank my predecessor, Jonathan

Shearman, who served on the Board of

Trifast for 14years, and as Chair for the final

four years. A role he did with care, passion

and diligence during some very challenging

times. Jonathan also commenced the search

process for the new CEO, making my first

role as Chair of the Nomination Committee

much easier, whilst Clive Watson, our

Senior Independent Director, diligently ran

the Chair recruitment process. Thanks to

themboth.

As part of my induction plan, I have visited

our operations in Asia, North America

and Europe and met with our teams and

customers. I have been struck by the

passion the Company has for serving

customers and the desire each site has to

continually improve. It is clear that we have

excellent engineering capabilities, a desire

to win, and customers and employees that

have been with Trifast for a very long time.

There were also clear opportunities to build

capabilities and competencies, establish a

unified ‘One TR’ culture and ensure better

engagement throughout the business.

I am grateful to those shareholders who

have given me their time, evaluations and

insights into Trifast with open and honest

conversations.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Chair’s welcome

Looking back at FY24

Iain made it clear that his number one

focus was the safety and wellbeing of all

employees. Ensuring that all our people

are safe and able to go home to their

families is of paramount importance to

the Board and this focus, along with the

appointment of David O’Brien, Global EHS

Director, and the clear expectations set out

by Iain, can already be seen throughout

the organisation. Safety is a journey and

requires a shift in culture. The Board will be

monitoring the work being done here and

ensuring our employees remain safe and

supported going forward.

Last year marked our 50th anniversary

for Trifast and another inflection point in

the Company’s history. Good companies

continue to change and transform to meet

the needs of their stakeholders and Trifast

is no different. The Company, driven by

a ‘customer first’ attitude, ramped up

inventory levels during the pandemic to

protect our customers’ manufacturing

lines and the subsequent impact of cost

inflation, the Ukraine conflict and customer

destocking led to high inventories and high

netdebt.

Following Scott Mac Meekin’s appointment

as interim CEO in February 2023, together

with the Board, he launched a recovery

roadmap for the business based on several

key self‑help operational and commercial

improvement programmes. Working closely

with Chief Commercial Officer, Dan Jack,

they created a process of Sprints that would

enable the business to start turning the

trend on inventories, better understand

customer profitability and focus business

development on the top 200 customers.

I am delighted to say that our inventory

levels have been managed downwards

significantly over the year.

The current geopolitical uncertainty, leading

to supply chain disruption, together with the

macroeconomic environment, continued to

challenge the business and we saw further

unexpected destocking and continued

inflation‑led price increases and interest

rates, resulting in significant downward

pressure on our revenues and profitability

measures, and our transformation plan will

look to address greater resilience in these

areas.

The UK team worked tirelessly to establish

our new National Distribution Centre

in the Midlands. This facility will lead to

better efficiencies, improved supply chain

management and clarity of inventory levels

across the UK business. There is still work

to do to deliver world‑class processes

and more efficient ways of working and

a multi‑disciplinary team has been pulled

together to make that happen. I am very

pleased to confirm that we will be holding

our AGM at the National Distribution Centre

in September.

Our people

It has been an absolute delight to visit the

Trifast operations and meet our wonderful

people. I have yet to meet everyone;

however, what is obvious from those I have

met, is that our employees are dedicated

to delivering excellence to our customers

and are passionate about the business,

which comes through clearly in the regular

customer satisfaction surveys we run.

During my visits, it became clear that

we needed greater communication and

employee engagement, to actively listen

more and to put in place formal structures

that allow the Board to have better access

to the voice of our employees. This will

be critical to the success of strategic

transformation and together with a

bottom‑up culture approach, will be a

priority for the Board going forward.

Throughout FY24, our employees have

faced substantial change both from

external factors as well as internal initiatives

designed to improve the sustainability of

the business. It was therefore a difficult year

for many, as colleagues moved on from the

business and workplaces changed.

On behalf of the Board, I would like to

recognise the amount of change and

personal impact that this period of the

Company has had on our employees and

thank them for their continued hard work

and loyalty. Together, we will make Trifast

agreat place to work again.

Dividend

The Board is proposing a final dividend of

1.20p. Our focus on growth through the

transformation process allows us to remain

committed to a progressive dividend policy

that shares the benefit of ongoing growth

with our shareholders. I am also very

pleased to announce that the Company

is introducing a Dividend Re‑Investment

Plan for the first time and shareholders will

receive more details on that when the notice

of the Annual General Meeting is issued in

July 2024.

Looking forward

It is essential that Trifast becomes

more resilient and the new strategy and

transformation plan that Iain and the

Executive Leadership Team have developed

under the Recover, Rebuild, Resilience

framework is aimed at achieving that,

and the Board is pleased that progress

on ‘Recover’ has already begun during

FY24. The business will be focusing on the

commercial outcomes, whilst building a

strong new culture where our people thrive,

so we can continue to delight our customers

and drive shareholder value. Finally, I look

forward to speaking with our shareholders

at our AGM on 10 September 2024.

Serena Lang

Chair

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Chair’s welcome continued

I feel privileged and excited to be leading our

business as we write the next chapter of our

growth and success story

Iain Percival

Chief Executive Officer

I would like to thank all of our Trifast

employees. Without their significant efforts

and contribution, our FY24 achievements

would not have been possible. I look

forward to celebrating further success this

year as we collectively execute on the first

phase of our journey.

I would also like to thank our Board for the

consistent support and encouragement

provided to myself and my Executive

Leadership Team.

Introduction

Thank you for taking the time to read

through our Annual Report, which reflects

a year of transformation for Trifast; a

year where we have faced challenges but

can also reflect and celebrate success.

We delivered a resilient trading and

operational performance in a challenging

macroeconomic and geopolitical

environment impacting our customers’

demands. I am proud of our achievements,

delivered through our dedicated people.

FY24 achievements

• Improved net debt, largely due to a focus

on controlling inventories and reducing

stock weeks

• Continued strong pipeline wins,

demonstrating that Trifast continues to

have growth opportunities

• Completion of our UK National

Distribution Centre (NDC) project, a

complex supply chain and footprint

simplification initiative to consolidate our

UK distribution operations into a single

purpose‑built unit located in the heart of

our industrial customer base (see page

27 for details)

• Launched our manufacturing Joint

Venture in Guangdong province, China,

with our partners Chia Yi Precision

Fasteners to better serve our Chinese

growth customers

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

CEO review

Our journey – Recover, Rebuild,

Resilience

In 2023, TR celebrated 50 years of business

with a proud heritage of serving customers

with engineered fastening supply chain

solutions. I feel privileged and excited to be

leading our business as we write the next

chapter of our growth and success story.

Trifast has gained many strengths over that

50‑year history which represent a solid

platform on which to build:

• We are passionate about the customers

that we serve, whether that is a single

engineered component or fulfilling a

customer’s fastening requirements with

both product and supply chain solutions

• We have a loyal, skilled and

experiencedteam

• We are positioned to serve our customers

using our engineering, manufacturing

and distribution capabilities globally

‘One TR’

Whilst celebrating our core strengths and

achievements, we must also recognise that

the last few years have been challenging

for many of our customers and also for our

business. I have set out in the following

pages the transformation plan that will

underpin a return to sustained profitable

growth within a safe, engaged and

consistent people culture called OneTR.

Our transformation journey will take us

through three phases:

Recover

Our initial focus is returning to positive

margin growth. Despite the continued

challenging macroeconomic and

geopolitical environment in which we are

operating, our clear ambition in FY25 is to

deliver measurable progress in profitability,

cash generation and return on capital

employed. This will be achieved through

focused margin management actions,

supporting our positive profitable growth

with new pipeline wins, combined with

continued strict cost control and working

capital management. This is all supported

by our increasingly robust approach to risk

management, more of which can be read

about on page 66.

Rebuild

Our medium‑term ambition of the Company

strategy is to deliver a business which is

performing with EBIT margins >10% and

ROCE of >12% through the execution of

our new focused business strategy and

transformation plan.

Resilience

We will implement best practice in our

people and business processes that become

our means of generating profitable growth

momentum and delivering longer‑term EBIT

margins in the range of 12‑15% and ROCE

in the range of 15‑20%, and a business

that is able to sustain that level of high

performance through future economic

cycles and continued supply chain

challenges.

Business strategy

We have spent time during this year

challenging our business strategy, reflecting

on what we truly believe to be our winning

ambition, where we play, how we win and

what capabilities are required to execute

successfully.

Trifast has operated successfully for many

of its 50‑year history as a company built

through a series of acquisitions globally.

In the past few years, challenges around

supply chain and demand volatility, as well

as increased customer and stakeholder

expectations and demands, has stretched

our ability to support what is a diverse

portfolio of operations and markets.

Our new business strategy is therefore

built on ensuring we recognise, build and

focus our core strengths of customer focus,

excellent quality and service, fastening

supply solutions and manufacturing and

engineering capability in selected markets

and geographies where we can align this

value proposition with our core customer

needs and expectations.

Building capabilities

We have started to reshape the organisation

to align with our business strategy, creating

an organisational structure of four regional

leadership teams, each headed by a

Managing Director that sits on the Executive

Leadership Team (ELT). These regional

teams are fully accountable for their profit

and loss and cash flow performance and are

supported by six central enabling functions.

Both our ELT and our Senior Leadership

Team, those senior leaders who report

directly to ELT members, are aligned and

incentivised per our variable pay policy

through a management bonus scheme

linked directly to delivery of our strategy

and budgeted financial performance.

Recognising that we are managing

transformative change, there has been

investment into experienced transformation

skills that will ensure we programme

and project manage strategy execution

effectively.

To support our value proposition, we will

also invest in key account management and

application engineering which we see as

a critical component of our differentiation

and competitive advantage in the market,

helping our targeted customers solve their

fastening supply chain solution needs.

Finally, having now completed Project

Atlas, to replace the outdated Tribune ERP

system with Microsoft D365, and given the

increased needs of our customers in helping

deliver agile and data‑driven solutions, we

will be augmenting our existing technology

systems with targeted transformation

projects.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

CEO review continued

Our culture and values

Our culture and values have been refreshed

with the launch of One TR where we work

globally across our regions and functions to

deliver a singular vision. You can read more

about our One TR values on page 11.

Safety

Our approach to safety has historically

been compliance driven, which does not

reflect our values or ambition to deliver

a safe, engaging and inclusive One TR

culture. Withour new values, we have

started to change this approach and have

a clear three‑year roadmap to deliver a far

moreproactive, engaged and ultimately

safer working environment. Read more

onpages 44 and 45.

People

Our people are at the centre of our business.

It is their passion, talent and drive for

quality and service excellence that stands

out for our customers time and again and

sets Trifast apart from the competition.

Thiswas echoed in the customer feedback

we received during our strategy review.

Iamtruly grateful for all the support and

hard work of our people, in what has been

ayear of challenge and change.

Last year we celebrated our 50th

anniversary of being a UK industrial

business, a heritage of which I and all at

Trifast are extremely proud. It was therefore

with much sadness that we lost one of our

founders, Mike Roberts, in December 2023

who, together with Mike Timms, founded

and built the successful foundations of TR.

I would like to recognise Mike Robert’s

achievements. We all feel the responsibility

to continue to build upon our history and

success as we look forward to our next

50years.

We also said farewell to two long‑standing

members of the Trifast team. Glenda

Roberts worked for 34 years, operating

as a leader and role model for women in

business, for which we are truly grateful.

Stevie Meiklem, likewise served Trifast for

32 years, with his final role being creating

and delivering our UK National Distribution

Centre. Both have been instrumental in

building our business and we wish them

health and happiness in their well‑deserved

retirement.

Our new organisational structure has

fundamentally changed the business from

operating as individual profit centres to a

standardised regional business supported

by central enabling functions. This more

streamlined approach has allowed us to

both reduce the overhead cost, whilst

facilitating clearer accountabilities and

responsibilities, and enable best practice

leverage. There are already benefits being

delivered through enhanced teamwork.

As expected, we have reduced our

overhead roles by c.60 heads and will

deliver annualised savings in FY26, with

savings already being delivered this year.

Our flatter and leaner organisation will

enable more agile execution, faster two‑way

communication and enable our talented

workforce to fulfil their potential.

We were pleased to see a significantly

higher participation rate in our engagement

survey of 61% (FY23: 50%), with colleagues

in our factories and distribution centres

participating for the first time. Our

engagement score of 6.7 (down from 7.4

in FY23) reflects the year of change and

business challenge. Each location and

team identified three improvement actions

to deliver a better place to work and we

look forward to reporting more broadly on

our progress in our next Annual Report.

Our goal remains to have a motivated,

skilled and engaged workforce and we

will continue to drive progress towards

achieving upper quartile industrial

engagement scores of >75.

Diversity, equity and inclusion

As I have travelled around our business, I

have been encouraged by diversity across

our global sites. In the UK, I am encouraged

that our gender pay gap report shows

that we have equity at the median on pay.

Whilstthese are positive indicators, we

will be strengthening our commitment

to providing equal opportunity and an

environment where everyone is valued and

can be successful. Read more about D,E&I

on page 44.

We work

with integrity

We respect

everyone

We care about

theenvironment

We’re agile and

forward thinking

We’re passionate

and courageous

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

CEO review continued

Our culture and values continued

Environmental, social and governance

My thanks to Louis Eperjesi who, as Chair of

our Board Responsible Business Committee,

has led and will continue to lead a focused

review of our commitments aligned with

our strategy. Read more in our being a

responsible business section on pages 37 to

54. Delivering on carbon reduction through

actions such as solar panel installation at

our TR operations, converting our electricity

supply contracts to zero carbon and

driving energy efficiency projects across

all our locations represent actions we are

committed to delivering on as we drive for a

67.2% reduction in Scope 1 and 2 emissions

by 2035.

From a governance perspective, we

have refreshed our approach to risk and

compliance management, recognising

that these are key drivers of delivering our

strategy and ensuring we are operating to

the highest ethical standards. An example

of this is the progress we have made on the

forthcoming CBAM legislation. Read more

on pages 51 and 58.

Technology

I am pleased to report that we completed

Project Atlas with the most recent go‑live at

our Houston location delivered at the end of

March2024.

The tangible benefits in having this

technology platform gave us the ability to

consolidate our UK distribution facilities

into our purpose‑built National Distribution

Centre in Walsall, UK, with our final location

integration completed inJune2024.

Standard and visible management data is

critical for our business to enable control on

inventories and supply chain management,

operational efficiency improvement within

our distribution centres and commercial

optimisation with customers and suppliers.

Looking ahead, we are using this technology

platform to build further value creation

opportunities with ‘Connect360’ and

‘Virtual Engineer’, exciting examples of

strategy execution enablingprojects.

Connect360, Trifast’s cutting‑edge

customer engagement solution, presents

a transformative perspective on customer

relations. Crafted and executed internally

by our Technology Innovation Team, this

gives Trifast an all encompassing portrayal

of customer activities and will go live in

July 2024. By amalgamating data from

our ERP platforms, quoting systems,

website interactions and third‑party

sources, Connect360 equips users with

comprehensive, near‑real‑time insights

essential for bolstering customer support

and fuelling business expansion, all

consolidated within a single platform.

Virtual Engineer represents Trifast’s

commitment to delivering unparalleled

fastening product information, catering

to both customers and staff through an

interactive conversational interface and we

anticipate launching this later in the year.

Leveraging AI technology to combine

Trifast’s engineering prowess with

our extensive knowledge base and

fastening datasets means users can

effortlessly seek guidance tailored to

their specific requirements. The Virtual

Engineer seamlessly directs users to

relevant product listings on our website,

accompanied by drawings, 3D models and

instructional videos, ensuring an enriched

userexperience.

Innovation

Supporting our customers with engineering

solutions is a differentiator for Trifast, and I

am proud of our engineering and innovation

capability. We conduct and provide a wide

range of support for our customers from

value engineering proposals, product

teardown and simplification through to

design innovation with our EPW screw

and Plas‑Tech 30‑20®, recent examples of

our success. We conduct this work in our

innovation centres in the UK, Sweden and

Italy, with plans to establish centres in Asia

and North America to support customers in

these regions.

Read more about our EPW screw

and Plas-Tech 30-20® on our website

at www.trfastenings.com/company/

newsroom-and-media/product-news

Iain Percival

Chief Executive Officer

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

CEO review continued

Our purpose 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

When starting our strategic review process

last year, we felt it important to reflect on

the strong legacy of being a passionately

customer focused business whilst taking

the time to understand how their needs

are changing and how our differentiated

capabilities at Trifast can ensure that we

Recover, Rebuild and deliver a Resilient future.

Our new purpose statement above, is a

consequence of customer, employee and

other external stakeholder feedback and

helps us shape our new focused business

strategy. We recognise that our role is to

help our customers remove and manage

complexity in their fastener supply chain and

add value to our relationship through the

engineering and manufacturing talent and

capabilities we have. We are rightly proud

of the high‑quality, reliable and responsive

solutions that we provide our customers every

day and of the knowledge and expertise we

can leverage to help themsucceed.

Our ambition, described through our

Recover, Rebuild, Resilience journey, is to

create a high‑performing Trifast that is a

safe, inclusive and an enjoyable place to

work for our employees and operates at the

upper quartile of the industrial peer group

performance resiliently.

We recognise that whilst Trifast retained

strong performance for our customers, our

fragmented strategy and business model

meant we lost momentum in delivering

sustainable and acceptable financial returns.

Our new business strategy sets out the

approach we will take to address the short,

medium and longer‑term delivery of a

sustainable and profitable growth business.

Recover Rebuild Resilience

Longer term

Sustainable returns >10%

EBIT: 10%

Medium termFY24

EBIT: 5.1%

Medium‑term refers to FY27; Longer‑term refers to FY30.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our new strategic direction

We have new values to support our purpose and vision

Recognising that Trifast is beginning a new chapter and that we are seeking to achieve a cultural change aligned to our One TR culture, we have taken the opportunity to update

ourvalues. As we embed them throughout the organisation, they will be aligned to our new People Performance Management process, enabling us to hold ourselves to them through

ourbehaviours.

We work with

integrity

We’re agile and

forward thinking

We respect

everyone

We care about

theenvironment

We’re

passionate and

courageous

• We respect and value our

past and strive to build an

even stronger future

• We build trust through

delivering on our promises

and actions

• We work and collaborate as

One TR

We are rightly proud of

our 50‑year history as a

customer‑focused fastening

supply chain solutions partner.

We commit ourselves to

improve so that we can build a

stronger future. We build trust

by doing what we say, we hold

ourselves and each other to

account for our actions. We

are committed to our One TR

culture where the decisions

and actions we take are in the

best interests of the Group

first, region or function second,

site or team third and finally

ourselves.

• We seek continual

improvement and a culture

of making thingsbetter

• We strive to do our best

work and to continually learn

and develop

• We relish new challenges

with a positive attitude

Our world is changing faster

than ever before and we

recognise that to be successful,

we all need to bring our best

self to work and to challenge

ourselves and our colleagues

for continuous improvement as

we learn and grow together. We

look into this changing world

with appetite for change and a

desire to deliver positively.

• We respect and embrace

fresh thinking and newideas

• We celebrate diversity and

welcome a culture where our

people can bethemselves

• We listen and learnfrom

each other and seek to

create a safeworking

environment

We are open and inclusive in

our behaviour and attitude,

respecting everyone that we

interact with and we celebrate

diversity within a culture where

we all can be ourselves at work.

We care about ourselves and

each other and work to ensure

we all stay safe and go home

safe every day.

• We strive to reduce our

impact on theenvironment

• We’ve committed to finding

new ways of business

that are better for the

environment

• We aspire to be net zero

We are committed to reduce

our impact on the environment

and look for innovative ways to

achieve this with an ambition of

achieving a net zero business.

• We challenge the status

quo and find solutions

toproblems

• We bring our passion and

engineering excellence to

bethe best at what we do

• We constantly evolve to

be there to deliver value

for our customers as

their businesses continue

tochange

We recognise the need to

change how we operate

and passionately drive for

increased customer value

by collaboratively solving

problems. We are brave and

bold in our actions and are

unafraid to constructively

challenge ourselves and

each other to bring the best

solutions.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our new strategic direction continued

We aim to focus our short-term growth in industries where we already have a

presence, and in high-growth and sustainable sectors for the medium and

longer term. We retain our strategic customer base where it is profitable

• Customers across a broad range of industries

• High exposure to automotive

• Focus on profitable parts ofautomotiveindustry

• Develop customers in smart infrastructure

• Small bets on longer‑term, high‑growth segments

such as medical equipment

• Automotive and smart infrastructure become

keysegments

• Bets on high‑growth segments pay off

ascustomersmature

• Balanced market mix supported by structured

growth drivers

Automotive

Medical

equipment

Smart

infrastructure

Smart

infrastructure

General

industrial

Energy,

tech &

infrastructure

Health

& home

Medical

equipment

Distributors

Other

Lighting

DCC

Power

Water

HVAC

Other

Longer termMedium termFY24

Light

vehicle

systems

Light

vehicle

systems

Heavy

vehicle

Heavy

vehicle

Healthcare

technology

Medical

robotics

Medical

equipment

1. The FY24 financial results are based on the six industrial sectors identified above

2. DCC (Data, Communication & Connectivity)

3. HVAC (Heating, Ventilation & Air Conditioning)

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our new strategic direction continued

Automotive Smart infrastructure Medical equipment

This sector already represents our largest and most

global revenue base, with Trifast holding strong

positions with many of the world’s leading automotive

Tier 1 system suppliers. Critically, we see continued

growth potential, however, we recognise the need to

balance growth with a more risk‑managed contractual

relationship and be focused on technologies and systems

which will be applied to future vehicle platforms.

Our current energy, tech & infrastructure sector,

which is our second largest revenue stream, has

been relabelled deliberately as smart infrastructure,

reflecting our focus on five subsegments of growth

related to smart and interconnected cities and

homes (lighting, HVAC, water, power and data,

communication and connectivity). We have identified

these five specific segments and the customer

types within them as having the best fit to our value

proposition and technical capabilities.

Within our current health & home sector, we identified

a high‑growth segment of medical equipment, where

Trifast already has captured initial business but where

we feel there is significant opportunity for growth.

From our customer and market insight, we believe

there is a strong fit with Trifast’s value proposition,

geographic footprint and capabilities. Recognising

the longer lead time to build relationships and satisfy

qualification and regulatory requirements in this

sector, we expect this to be a medium to long‑term

growthengine.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our new strategic direction continued

As part of our strategy formation, we have conducted extensive analysis on our existing and potential alternative industrial markets, looking both

geographically and sector-wise at future forecast growth versus the industrial average. From a shortlist of growth sectors identified, we then evaluated

customer needs using a combination of internal data and external insight, including structured customer interviews, matching them against our value

proposition and our current market position. Based on this approach, we have identified three profitable growth sectors on which we will focus

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our new strategic direction continued

Customers that select TR are those that recognise the added value

that our engineering and manufacturing competencies bring

As part of our analysis to form our strategy,

we interviewed a range of customers to get

their voice on what is most important to

them.

Linking back to our new purpose and

vision, we can see that the feedback we’ve

received validates that our offering of

supply chain simplification, engineering and

innovation and manufacturing will meet

and exceed our customer requirements.

TR is well positioned in servicing customer

needs, especially in the three‑target growth

sectors.

TR scores highly in a primary need of

customers to work with them on design

solutions, with recent examples being our

EPW screw and Plas‑Tech 30‑20®.

We continue to invest in our engineering

and innovation centres to build out this

core strength and drive faster development

within our chosen market sectors.

TR also scores highly on quality, we

recognise the importance of delivering

reliable products to our customers and both

our own manufacturing capabilities and our

closely managed supply base are delivering

exceptional quality performance.

TR is seen as competitive within the

market and our aim is to ensure we are

delivering value rather than the cheapest

price. Customers that select TR are

those that recognise the added value

that our engineering and manufacturing

competencies bring and this helps develop

longer‑term successful relationships.

Wehave an ongoing active programme

of customer evaluation to ensure we are

deploying our resources, efforts and capital

on those customers with whom we have the

right long‑term value creation potential.

TR scores very highly on great customer

service, clearly this strong foundation of

being both responsive as well as providing

value‑added services such as engineering

lunch and learn sessions provides our

customers with reassurance and confidence

in our ability to service their needs.

Whilst TR scores lower on providing the

full range of technology solutions for

supply chain simplification, our offering

is seen as competitive in the market and

we will address the technology solutions

gap through partnerships with established

solutions providers where our customers

specify that as a requirement.

Importantly, hearing from our customers

also guides us on what is less important

to them and this allows us to internally

prioritise the right solutions.

Read more on our website at

www.trfastenings.com/company/

newsroom-and-media/product-news

Our new strategic direction continued

Trifast currently performs well against competitors

across the most important customer needs

What our customers want

Co-operation

in design

Suppliers who provide

recommendations in the early

design phase toimprove

function and reduce costs.

High-quality

products

Important for mission critical

parts, e.g. racks in data

centres, EV batteries.

Good

price

Customers look for good

value and frequently review

contracts to negotiate prices

if necessary.

Proactive

customer service

Regular communication and

suppliers who go the extra

mile to ensure issues are

swiftly resolved.

Supply chain

simplification toolkit

Solutions to de‑risk the

supply chain.

How we are

wellpositioned

Engineering assistance

inallstages of design

Engineering team collaborate

on design, e.g. CAD

• Line walks to suggest

product improvements

or special parts to

consolidate inventory

Competitive position

How we are

wellpositioned

Guaranteed productquality

From a combination of

in‑house manufacturing,

technical expertise, and a

trusted supplier network

for products not produced

in‑house

Competitive position

How we are

wellpositioned

Price competitiveness

Willing to offer prices equal

or more competitive than

others

Competitive position

How we are

wellpositioned

Regular and attentive

customer engagement

• Regular meetings to

review stock

• Facilitate education

byorganising lunch

andlearn sessions

Competitive position

How we are

wellpositioned

Tech-enabled VMI

• Software for demand

forecasting and

e‑commerce

• Hardware for inventory

management, e.g.

RFID, weighted bins,

vendingmachines

Competitive position

Less‑developed Lower‑quality Premium Less‑developed Less‑developedWell‑developed High‑quality Value Well‑developed Well‑developed

Our new strategic direction continued

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Better management of our margins.

Meaning we manage inflationary costs

through pricing and sourcing efficiencies,

we actively address lower‑margin

customers and drive value engineering

activities to enhance margins, using our

technology platforms and data analytics

tools such as TRuProfit™.

Gaining share of wallet and building

profitable revenue by targeting

customer opportunities in the three

identified focused growth sectors of

automotive, smart infrastructure and

medicalequipment.

Making sure we have the right people

in the right place and therefore the

capabilities that allow us to be more

productive, with effective management

of our controllable costs.

Driving labour and asset utilisation

efficiencies across our distribution

centres, manufacturing operations and

customer and supplier supply chains.

Using technology and capital investments

to accelerate delivery of efficiency

improvements.

Much of what we can deliver is through

self‑help, and our initial focus will

be on driving and delivering those

actions whilst we build the longer‑term

market‑driven actions that will position us

for accelerated profitable growth as the

geographic and market sectors recover.

Organisational

effectiveness

Margin

management

Operational

efficiency

Focused

growth

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

To deliver our medium-term strategic goal of at least

10% EBIT, we have identified four key strategic initiatives

Our new strategic direction continued

EBIT margin bridge

FY24

5.2%

c.1-2%

10.0%

Business as

usual

Right people, right place,

right structure

Net cost inflation

Through better

utilisation of our assets

Share of wallet and new smart

infrastructure business

Margin

management

Focused

growth

Organisational

effectiveness

Operational

efficiency

c.(2)-(3)%

c.1%

c.2%

c.3%

• Better management of less profitable

customers

• Sourcing efficiencies

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our new strategic direction continued

Our business model proposition to customers is supply chain

simplification, supported by engineering and manufacturing.

It plays to our current capabilities and to the needs of our customers

Delivering growth through our business model

Supply

chain

simplification

• Delivering a solution that removes

administration, engineering and supply

chain complexity, allowing our customers

to focus on higher‑value components

• Establishes intricate relationships with

customers as we address their needs

• Our customers currently view our

capabilities in this area assufficient

• Providing customers with custom and

non‑custom manufactured products

• Gives customers assurance of supply

chain and quality

• We have strong manufacturing

capabilities in Asia and Europe,

and aim to further enhance our

manufacturing footprint globally

Manufacturing

Our competitive strengths How we deliver value

From the customer feedback, we have identified three core strengths that define

our value proposition.

Engineering

Because we are a business focused

on engineered fasteners, we also offer

significant engineering capability and

innovation to help drive value, solve

application problems and support new

product development.

Supply chain simplification

Principally, we offer our customers

supply chain simplification: we help take

complexity out of our customers’ supply

chains by managing their fastening Bill

Of Materials needs. Often, our customers

have a large number of specified

engineered fasteners that are making up

just one or two percent of their overall

product value but represent a significant

percentage of the total number of parts

and we can help manage this complexity

– it is our speciality and allows them to

focus on their own core competence

andtechnology.

Manufacturing

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. With

CBAM legislation, having a sustainable

fastener manufacturing capacity and

capability in Europe will create a real

competitive advantage in the market.

As other markets change and evolve, we

will need to adapt this pillar of our value

proposition accordingly.

We are already strong in these areas

and with greater prioritisation on what

we can offer our customers and with the

focus on the right market sectors, we can

now be more targeted in where and how

we do business and develop the right

value‑creating long‑term relationships.

Engineering

• Supporting our customers with

design and technical capabilities

• Forms part of a value‑based

discussion

• Our customers currently view our

capabilities in this area as strong

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Creating value for our stakeholders

For our people

Long‑term sustainable growth within

the One TR culture and environment

described through our values ensures

we provide a safe, inclusive, enjoyable

and high‑performing working

environment where all our employees

have the opportunity to achieve

personal growth and fulfilment

For our suppliers

For our trusted network of supplier

partners, we enable equally long‑term

value creation, supporting them with

growth opportunities and aligned

development of a high integrity and

responsible supply chain

For our shareholders

Delivery of our value proposition and

strategy enables Trifast to achieve

long‑term and sustainable shareholder

value creation

For our communities

We are committed to supporting

our local communities wherever we

operate through our employees and

through ensuring that our operations

respect and contribute responsibly

within them

For our customers

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

For our regulators,

governments & NGOs

We ensure that our business is

compliant and operates responsibly

and with the highest ethical standards,

respecting and complying with all

appropriate laws and regulations

Delivering growth through our business model continued

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

These metrics are aligned to

our strategic framework and

the majority link to Executive

remuneration

In FY24, 90% of Executive annual bonus

was directly linked to financial KPIs. For

further details, please see the Directors’

remuneration report on page 123.

2.8% 40.8% 5.7%

Our progress in FY24

Underlying profit before tax has reduced

by 100bps primarily due to the negative

margin impact of reduced sales in the

year. Underlying profit before tax was

further reduced by higher interest costs

due to higher interest rates. The reduction

was partially offset by reduced overhead

costs during the year resulting from the

restructuring initiatives

Our progress in FY24

Our working capital as a percentage of

Group revenue has reduced significantly

from 45.9% as at FY23 to 40.8% as at

the year end. This was driven by reduced

inventory levels and reducing our

stockweeks

Our progress in FY24

The increase in ROCE reflects a reduced net

assets base combined with reduced debt,

causing an increase of 30bps in FY24 to

5.7%

Definition

Underlying profit before tax as a

percentage of Group revenue

Definition

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

Definition

Underlying operating profit as a percentage

of average capital employed (net assets +

gross debt)

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,

organisational effectiveness, focused

growth and operational efficiencies

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

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

Underlying profit before

tax (%)

Working capital as a

percentage of revenue (%)

Underlying ROCE (%)

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

2.8%

3.8%

6.3%

2024

2023

2022

5.7%

5.4%

8.3%

2024

2023

2022

40.8%

45.9%

46.5%

2024

2023

2022

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

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Key performance indicators

(31.8)% 0.27 6.7

Our progress in FY24

Overall Scope 1 and 2 emissions for FY24

were 5,564 tonnes CO

e against a target

of 6,446. This gives a 31.8% reduction

sinceFY19

Our progress in FY24

The LTI rate for FY24 is 0.27, an increase

from FY23. Our target continues to be

below 1.0

Three lost time incidents occurred, with two

accidents accruing seven days’ lost time,

and the third, one day’s lost time. Hours

worked reduced during this reporting period

Our progress in FY24

The reduced score from FY23 to FY24

reflects the year of change and business

challenge. Throughout FY25, local action

plans and progress will be tracked to ensure

that we actively listen and engage with our

people at all levels

Definition

The percentage reduction in our global

Scope 1 and 2 greenhouse gas emissions

Definition

Lost time incident rate (LTI) for employees

is a calculation of the number of accidents

leading to work‑related absence, multiplied

by 200,000 and divided by the number of

hoursworked

Definition

The overall rating that our employees have

scored the Group (out of ten) in our latest

Group‑wide employee engagement survey

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

Why we measure it

LTI rate is an industry‑wide metric for

evaluating significant accidents. As a

business, our aim is to reduce the potential

for injury, targeting significant injuries is

our priority. Our target is zero reportable

incidents and to remain below one for our

lost time incident rate

Why we measure it

It is important that we are aware of how

our employees are feeling on a number

of topics, so we can take any necessary

actions to ensure we continue to

appropriately support our people

e reduction

from FY19 baseline

Lost time incident rate Employee engagement

(31.8)%

(26.8)%

(27.6)%

2024

2023

2022

6.7

7.4

7.5

2024

2023

2022

0.27

0.01

0.99

2024

2023

2022

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Key performance indicators continued

Section 172(1) of the Companies Act 2006 ‘Duty to promote the success of the company’

requires a Director of a company to act in the way he or she considers, in good faith, would

be most likely to promote the success of the Company for the benefit of its members as a

whole, and in doing so have regard (amongst other matters) to:

Matter Response

a. the likely consequences of any decision

in the long term

Read about our Joint Venture on page

23 and our NDC on pages 23 and27

b. the interests of the company’s

employees

Read about the NDC and TR Norge sale on

page 23 and our people and their safety on

pages 39 to 46

c. the need to foster the company’s

business relationships with suppliers,

customers and others

Read about our Joint Venture and TR

Norge sale on page 23, customer and

supplier engagement on page 25 and

customer engagement as part of the

strategy development on pages14 and 15

d. the impact of the company’s

operations on the community and the

environment

Read about the NDC and TR Norge sale

on pages 23 and 27, and the being a

responsible business section on pages

37 to 54

e. the desirability of the company

maintaining a reputation for high

standards of business conduct

Read about regulators, governments and

NGO’s on page 26, suppliers on page 25,

supply chain on page 51, ethical business

practices on page 53, our ratings and

achievements on page 38 and our Audit &

Risk Committee report on pages 96 to 103

f. the need to act fairly as between

members of the company

Read about our shareholder engagement

on page 24 and the directors remuneration

report, including the consultation on the

New Remuneration Policy, pages131 to 146

and page 105

We are committed to maintaining strong relationships with all our

stakeholders to achieve long-term sustainable success and fulfil our purpose

The Directors recognise the significance of

considering the Company’s responsibilities

and duties for the long term and are focused

on driving the long‑termsustainable

success of the Company for the benefit

ofall stakeholders.

We believe that maintaining strong

relationships with all our stakeholders is key

and that the interests of relevant parties

should be considered when making key

business decisions that may impact them.

The Board also acknowledges its

responsibility to consider the long‑term

impacts of the Company’s decisions

on wider society and the environment.

The principles underpinning S172 are

not only considered at Board level, but

are embedded in everything we do as a

Company.

Principal decisions

We define principal decisions as both those

that are material to the Group, but also

those that are significant to any of our key

stakeholder groups.

In making principal decisions, the Board

takes the course of action that they consider

leads to the success of the Group over the

long term. When doing so, the outcome

from stakeholder engagement as well as

the need to maintain a reputation for high

standards of business conduct, corporate

governance and the need to act fairly

between the members of the Company is

considered.

The Directors acknowledge that every

decision made will not necessarily result in

a positive outcome for all our stakeholders

but by considering the Group’s purpose and

values, together with its strategic priorities,

the Directors aim to make sure its decision

is consistent and predictable.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Section 172(1) statement

National Distribution Centre, UK

We reported last year the aim to make

Trifast a stronger and more efficient

business. One aspect of this was to

restructure our UK subsidiary, TR Fastenings

Ltd, and establish a National Distribution

Centre (NDC). FY24 has seen us open a

brand new 75,000ft

facility in the Midlands,

which has allowed us to consolidate UK

warehouse operations.

The decision to reduce UK regional

facilities resulted in the closure of our UK

manufacturing site and four warehouses

during the year, which regrettably led

to redundancies, whilst also creating

employment opportunities locally to the

NDC site.

Throughout the redundancy process, both

Company representatives and employees’

representatives worked closely to manage

employees’ expectations and, where

necessary, exits from the business. Given

the number of employees who were at

risk of redundancy, we submitted the

appropriate documents to the relevant UK

Government agency and worked with our

corporate lawyers, to ensure the process

was carried out in accordance with UK law.

Read more about the NDC

on page 27

Joint Venture, China

During the year we were delighted to

announce the opening of our manufacturing

Joint Venture in Guangdong province, China.

Along with our partners, ChiaYi Precision

Fasteners, this first‑class manufacturing

facility will enable us to better support our

Chinese‑basedcustomers.

TR Norge AS sale

Trifast completed the sale of TR Fastenings

Norway on 3 April 2024 to Otto Olsen

AS. Itwas concluded that the TR Norway

product offering is better aligned to a

distributor model and will provide a solid

and stable base for the Norway team

and enable customers to continue to be

supported by a locally aligned business.

There were no controversies or negative

impacts (including redundancies) from

this decision. Otto Olsen AS is now a TR

distributor, and we look forward to building

a successful relationship with them for many

years to come.

We would like to thank colleagues at TR

Norway for their hard work, dedication

and support over many years. They have

helped grow the Norwegian business to be

a trusted partner to our customers and we

wish all the TR team the very best for the

future as they embark on their journey with

Otto Olsen AS.

Directorship appointments

FY24 saw new appointments of both

Executive and Non‑Executive Board

members. The recruitment process,

supported by Russell Reynolds Associates

and Women on Boards, ensures candidates

have extensive and relevant experience to

add value to their role and the business.

Aswell as experience of the manufacturing

industry, transformation and growth within

the UK and internationally, we have also

increased expertise around workforce

engagement and responsible business.

Read more about our Board

onpages 82 and 83

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Section 172(1) statement continued

Why we engage

The Company’s long‑term success depends

on a skilled and motivated workforce.

Attracting and retaining the best people for

our business is a priority and we are focused

on being a responsible and responsive

employer. Our people want to work in an

environment that is safe, where their physical

and mental wellbeing is prioritised. They

want to feel that their voice is heard and that

everyone is treated fairly and equitably.

How we engage

We promote a safe, supportive and inclusive

working environment, allowing our colleagues

to bring their ‘whole self’ to work. Fostering

a culture of professional development and

employee wellbeing that seeks to align our

staff with the strategic goals and objectives in

a collaborative manner.

We run annual and thematical engagement

surveys, giving employees the opportunity

to give their views in a safe and anonymous

manner. We also host open sessions

allowing employees to raise concerns, views

or observations and have their voice.

Our ‘Employee Voice’ programme allows

employees to raise issues or concerns of a

whistleblowing nature 24/7, 365 days per

year. All such issues raised are treated in the

strictest of confidence and with the upmost

respect for the people involved.

It should be noted that this year, there

have been no controversies with regard to

anti‑competition, business ethics, bribery

and corruption, tax fraud, responsible

marketing, privacy or wages and working

conditions during the financial year.

Our newest member of the Board, Laura

Whyte, is appointed as the Designated

Non‑Executive Director for workforce

engagement and will be available to all

employees globally as she establishes the

Board engagement champion more formally

during the coming year.

In addition, open discussions are hosted

and welcomed from employees during any

site visits by Board Directors and Senior

Managers.

We have strengthened internal

communications, briefings and newsletters

throughout FY24 and introduced a monthly

video update to all employees from our CEO

and a more structured leadership cascade.

Engagement during FY24

Between the Board members, the majority

of our sites were visited during FY24,

with the new CEO spending his induction

period working and visiting sites across our

global footprint. The ELT also host regular

face‑to‑face town halls as they attend

locations. These are with smaller groups

and cover key topics such as safety and

engagement.

61% of employees took the time to share

their views with us through the annual

employee survey, participation being

increased by the use of QR codes for our

non‑computer using workforce. The results

provided an average score of 6.7/10, giving

management a good indication of employee

sentiment within the business, particularly

reflecting the UK restructuring.

We also undertook our first employee

commuting survey, with 62% of our

employees completing. This will enable us

to report on Scope 3 carbon emissions for

commuting to work for the first time.

Why we engage

The Board is committed to maintaining

strong relationships with our shareholders

and engages regularly to provide fair,

balanced and understandable information,

ensuring they understand our purpose,

values and strategy and how that

promotesthe long‑term sustainable success

of the Company.

Find details of substantial

shareholdings of the Company

onpage 148

How we engage

A structured programme is operated

throughout the year where management are

available to all shareholders. This includes

the AGM, presentations and roadshows,

all of which are also available through the

Investor Meet Company (IMC) platform.

In addition, all Non‑Executive Directors

have the authority to meet shareholders at

any time and meetings can be arranged as

required and requested.

We also distribute information through

regulatory news releases, our corporate

website, Annual Report and investor

ESGquestionnaires.

Engagement during FY24

Our website updates during FY24 included

trading updates, directorate changes

and PDMR transactions to ensure all

stakeholders, including shareholders, are

fully aware of the Group’s activities during

the year.

Annual results (11 July 2023) and interim

results (21 November 2023) were presented

both in person and via the IMC platform.

Our AGM was held at the offices of our

principal broker, Peel Hunt, in London on

15September 2023. As well as shareholders

attending in person, many also joined online

using the Investor Meet Company (IMC)

platform. The AGM remains an important

opportunity for our shareholders to engage

with the Board. In addition, our Executive

Directors and Committee Chairs all met

current and prospective shareholders

and analysts, covering a range of issues,

including ESG, audit, risk, remuneration and

Company performance.

The Remuneration Committee Chair and

Board Chair both engaged with our larger

shareholders to discuss and consult on

Executive Director remuneration proposals.

Find details of our AGM

onpage 147

Our people Shareholders

Read more about our people

on pages 39 to 46

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Stakeholder engagement

Customers Suppliers

Why we engage

We believe that building and maintaining

effective and trusting relationships

generates mutual value and helps us

to understand our customers’ needs

and behaviours. It allows us to deliver

relevant products and services, retain

customers and attract new ones. It also

identifies opportunities for growth and

market differentiation, and our ability to

demonstrate how we are able to deliver on

increasing sustainability expectations and

obligations.

How we engage

We maintain long‑standing partnerships

with our customers, working closely to

provide technical and logistics input while

developing innovative solutions that align

with emerging technologies and legislation.

In addition, we offer online platforms

encompassing digital marketing, social

media and our website.

We provide virtual training to support

customers in understanding our range of

products and to select the right fastener

for each application, including access to a

comprehensive online video library tailored

to specific products and industries. We also

host ‘lunch and learn’ events, production

line walks, on‑site or online fastener

training workshops and Value Analysis

and Value Engineering (VAVE) activities.

Customer questionnaires on ESG practices

and performance are also completed,

including the exacting requirements

of SAQ.4 for automotive, JOSCAR for

aerospace and defence, and the enhanced

criteria of EcoVadis and CDP supply chain

questionnaires.

Engagement during FY24

Attending the Lucy Electric, a major smart

infrastructure customer, Global Supplier

Conference, we were delighted tobe

awarded the Long‑Standing Supplier

award in recognition of the continued

great service we have offered to them for

more than 20 years.

We also won a Honda Malaysia, a major

automotive customer, Supply Award,

demonstrating that even in challenging

economic and supply chain environments,

TR is staying focused on servicing our

customers with great‑quality product.

We hosted several ‘lunch and learn’ days

during the year with key customers, which

gave positive feedback and opportunities.

Throughout the year, we attended various

exhibitions to showcase our products

and services to existing and potential

customers:

• Fastener Fair, Stuttgart, Germany

• Battery Tech Expo, Silverstone, UK

• Advanced Engineering,

Gothenburg,Sweden

• Automotive CEE Day, Opole, Poland

• Automechanika, Birmingham, UK

• NEAA Expo, Sunderland, UK

• Advanced Engineering, Birmingham, UK

• E‑Mobility Asia (EMA), Kuala Lumpur,

Malaysia

• Electronics Live, Birmingham, UK

• The Opportunity Series #3,

Northumberland,UK

No controversies or material issues arose

with this group of stakeholders in the year.

Why we engage

We actively engage with our suppliers to

encourage and support them to instil our

own business ethics and values within their

organisations. Building strong relationships

ensures appropriate cost and quality levels

of goods and services, security of supply

and speed to market. We rely on the

high standards of our suppliers to ensure

compliance, drive innovation and deliver

improvements in our overall sustainability

performance.

How we engage

We have an established supplier Code of

Conduct covering quality, sustainability and

compliance criteria with the expectation

for all approved suppliers to sign up to this

Code to ensure that their ESG practices

meet our expected standards. Both

in‑person and virtual supplier meetings

and conferences are conducted on specific

issues, including compliance, quality and

efficiency. This includes the Modern Slavery

Act, data protection and ESG as a broad

subject. We conduct performance reviews

and site audits to ensure suppliers continue

to meet our expected standards and to

build strong, collaborative relationships.

Engagement during FY24

We attended the Fastener Fair in Stuttgart,

Germany, which included a meeting room

where we conducted 26 supplier meetings

over two days.

During a three‑week visit to Taiwan we held

business review meetings with 28 suppliers.

We visited Vietnam in the search for new

suppliers for our business; a successful

trip that identified high‑quality global

suppliers and a new steel supplier for our

Asianfactories.

We continued to work closely with our

suppliers who we require to align to our

Quality & Sustainability Agreement and

Slavery & Human Trafficking Statement.

To date, the Quality & Sustainability

Agreement has been completed by 268

approved suppliers (60.8% of spend) and

our Slavery & Human Trafficking Statement

has now been signed by 613 TR approved

suppliers, which equates to 82.3% of spend.

Our Slavery & Human Trafficking

Statement is available on our

websiteat www.trifast.com

During FY24 we worked with our supply

chain to ensure compliance with the

EU CBAM (Carbon Border Adjustment

Mechanism) regulation and began gathering

the carbon emission data from our

suppliers ahead of reporting CO

e data in

October2024.

No controversies or material issues arose

with this group of stakeholders in the year.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Stakeholder engagement continued

Community Regulators, governments and NGOs

Why we engage

At Trifast we recognise our operations’

impact on the regions we operate in, and

we are committed to ensuring we interact

responsibly. By supporting local initiatives

and identifying opportunities, Trifast has

the capacity to create significant positive

benefits within the communities we

operatein.

How we engage

We actively support and encourage our

employees in their charitable events and

activities all over the world.

We have good relationships with our

neighbours and conduct regular visits

to each site to ensure we avoid causing

nuisance from noise, dust, light and waste

control issues. Where opportunities to

reduce the impact of our activities occur,

wetakeaction.

Community communication and

complaints are managed by our ISO14001

environmental management system. Our

supply chain includes a large number of

small and specialist suppliers. We are

keen to support small businesses in our

industry and the local economies in which

we operate, and so we engage with smaller

suppliers where needed to build skills

and knowledge, especially in relation to

compliance, efficiency and quality.

Engagement during FY24

Mike Broome, Supply Chain Manager

at our Charlotte site in North America,

has been helping to serve food and

run a mentorship programme at a local

men’s shelter for over three years.

Theshelter supports men to regaintheir

independence and find employment.

The TR Malaysia team gave gifts and

thanks to the local community in

celebration of Chinese New Year.

Our employees in Uckfield, UK, supported

Taylor‑Made Dreams. Founded in 2014

in memory of Taylor Mitchell, the charity

makes dreams come true for children

with life‑limiting illness and provides

counselling and holistic therapy sessions

for the children and their families. Our

colleague, Gail Fay, organised a raffle, with

prizes donated by local businesses, and a

staff Christmas lunch, raising £1,872 and

enabling over 1,500 children, supported

by the charity, to be given a voucher.

The team at TR Houston participated in

Marine Toys for Tots, a programme that

brings the joy of Christmas, through the

gift of a new toy or book, to America’s

disadvantaged children.

Community stories

See our latest news and learn more about

Trifast on our corporate website at

www.trifast.com

Why we engage

Policies and regulatory changes, including

changes to the global political landscape

and laws and regulations affecting terms

of trade, may provide opportunities and

pose risk to our operations. At a local level,

we also engage on operating frameworks,

environmental standards, worker safety and

ethical conduct.

How we engage

Through public disclosures (including the

Annual Report and AGM) and specific

submissions (such as those relating to

packaging and controlled materials within

our products), we engage with government

departments in countries where we operate.

TR is an active member of EFDA (European

Fastener Distributor Association) which

represents the interests of fastener

distributors at European and global level.

TR UK is also an active member of the

British & Irish Association of Fastener

Distributors (BIAFD) which supports and

represents more than 100 industrial fastener

distributors throughout the United Kingdom

and the Republic of Ireland. In addition, our

subsidiaries around the world are actively

engaged with their regional associations.

Engagement during FY24

During FY24, we continued to make

all necessary compliance declarations

and submissions including market

announcements, compliance disclosures

related to packaging materials, greenhouse

gas emissions and controlled materials

within our products (including SCIP, RoHS

and REACH).

TR is working in collaboration with EFDA to

streamline the EU CBAM reporting process.

We are also working with EFDA lobbying for

simplified reporting process.

We continue working closely with BIAFD

regarding the UK CBAM regulation which is

due to start in January 2027.

EFDA and BIAFD working together on the

recent Russian sanctions on iron and steel

assisted simplified movement of goods

between the EU and the UK.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Stakeholder engagement continued

Located in Walsall in the Midlands, the NDC

implementation was part of an initiative

to consolidate UK sites to create a more

efficient and modern workingenvironment.

As a wider part of this initiative, the

manufacturing site and warehouse in

Uckfield, East Sussex, was closed, with

the buildings and machines sold to a

thirdparty, providing additional cash

flowfor the Company to invest in its

futureinfrastructure.

After agreeing the warehouse design, the

UK team worked at pace to fit out the

NDC and make it operationally ready. The

Uckfield warehouse stock was transferred

in September 2023, coinciding with the sale

of that site, and the first stock was invoiced

from the NDC the same month. The Board is

proud of everyone who made this possible.

During H2 FY24, stock from the Tipton,

West Midlands and Scotland sites were also

transferred to the NDC, with the Manchester

move completed in June 2024.

During the period of stock transfers into

the NDC, the UK teams made every effort

to ensure an efficient process in order to

minimise disruption to our customers and,

despite some initial challenges, service

levels are now in line with those of our

previous locations.

Phase one of the NDC was focused on

reducing our footprint and consolidating

locations. Phase two will see the Company

review opportunities to streamline its

operations through more efficient ways

of working, process standardisation and

potential automation.

This first‑class facility offers a modern and

vibrant working environment to our staff

which will better enable us to develop our

people, with space and plans for learning

and development. We also have the UK

engineering and innovation centre based

here that we look forward to inviting our

customers to.

The NDC has been designed for growth

and we are confident this will result in

exciting developments for our customers,

and signals our intent and capability to

modernise our business, making it fitter

and leaner for years to come and a

success to beproud of.

TR UK successfully opened our National

Distribution Centre, a brand new 75,000ft

facility

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

National Distribution Centre

As highlighted in Iain’s CEO review (see

page 6), we faced various challenges

but also celebrated some significant

achievements as we commenced our

Recover, Rebuild, Resilience journey

inFY24.

Recover

We have significantly stabilised our balance

sheet through control of inventories and

subsequent reduction of net debt.

Rebuild

Despite the challenging year and revenue

decline, we made gross and EBIT margin

improvements through our commitment

to deliver better gross margins and offset

inflationary pressures through a reduction in

non‑operating headcount.

We are especially proud of the consolidation

of the National Distribution Centre in the

Midlands and the successful completion of

the Atlas project with the implementation of

D365 in Houston, Texas.

FY25 will see a greater focus on efficiency

targets during our Rebuild phase. This will

drive our strategic mid‑term commitment to

achieve 10% EBIT margin.

Resilience

Beyond FY25, we see significant

opportunity for sustainable growth.

Wehave refreshed our strategy and are

committed to executing it successfully.

FY24 revenue declined by (2.7)% to

£237.9m (AER: (4.4)% to £233.7m; FY23:

£244.4m). It was a challenging year with

performance hampered by volatile demand

in the distribution business and customer

destocking activity.

Gross margin was 25.5%, 20bps higher

thanFY23 (AER: 25.4% and 10bps higher

than FY23).

Pricing initiatives countered the impact

of cost inflation (on raw materials,

freight and supply of energy), and

higher‑than‑anticipated costs to consolidate

the UK distribution into one National

Distribution Centre (NDC). We expect most

of the benefits for the NDC willbe realised

in FY25.

Underlying operating profit was £12.7m,

£0.7m higher than last year (FY23: £12.0m).

On an AER basis it was in line with the last

year.

On 2 June 2023, the Group signed a new

revolving credit facility (RCF) agreement,

supported by a UK Export Finance – Export

Development Guarantee (UKEF – EDG)

agreement, providing a combined facility

limit of £120.0m. Interest margins on the

new facilities increased within a range of

between 2.1%‑3.6%, in line with market

conditions.

We are especially proud of the consolidation of

the National Distribution Centre in the Midlands

and the successful completion of the Atlas project

Kate Ferguson

Interim Chief

Financial Officer

Unless stated otherwise, amounts and comparisons with prior year are calculated at constant currency

(Constant Exchange Rate (CER). Where we refer to ‘underlying’ this is being defined as being before

separately disclosed items (see note 2 and 32).

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Financial review

Resilience continued

The higher interest and average borrowings resulted in a £2.7m increase in net finance expense which reduced the underlying profit before tax to £7.2m (AER: £6.5m; FY23: £9.3m).

As a response to the higher interest rates, the Group focused efforts on improving working capital to reduce net debt.

Consequently, adjusted net debt reduced to £21.0m (FY23: £38.0m) primarily due to the significant reduction in gross inventory to £82.3m from £98.7m in FY23.

The leverage ratio under the new banking arrangement was 1.3x (FY23: 2.2x under old facility). This remains within the covenant range of <3.0x. An addendum to our interest cover

covenant was signed in May2024 and the ratio was 3.6x as at 31March, within the temporary covenant range of 3.5x. Headroom under the new facility was £76.7m. Details of the

refinancing arrangement are provided later in note 26 ofthe financial statements.

Constant currency comparison

FY24 saw some strengthening of the British Pound against the Singapore Dollar, Taiwanese Dollar, Swedish Krona, Chinese Renminbi, Malaysian Ringgit and US Dollar. This reduced the

value of AER sales by £4.2m and AER underlying profit before tax by £0.7m on translation into British Pounds.

Unless stated otherwise, amounts and comparisons with prior year are calculated at constant currency (Constant Exchange Rate (CER)).

Our Group performance

Underlying measures

CER

FY24

CER

change

AER

FY24

AER

change

AER

FY23

Revenue

£237.9m

(2.7)%

£233.7m

(4.4)% £244.4m

Gross profit %

25.5%

20bps

25.4%

10bps 25.3%

Underlying operating profit (UOP)

£12.7m

5.7%

£11.9m

(0.3)% £12.0m

Underlying operating profit %

5.3%

40bps

5.1%

20bps 4.9%

Underlying profit before tax

£7.2m

(22.2)%

£6.5m

(29.8)% £9.3m

Underlying diluted earnings per share

—

1.62p

(68.4)% 5.13p

Adjusted leverage ratio

1,3

—

1.3x

(0.9)x 2.2x

Adjusted net debt

1,2

—

£(21.0)m

£17.0 m £(38.0)m

Return on capital employed (ROCE)

—

5.7%

30bps 5.4%

GAAP measures

Operating (loss)/profit

—

£4.6m

n/a £(0.0)m

Operating (loss)/profit %

—

2.0%

200bps (0.0)%

(Loss)/profit before tax

—

£(0.8)m

70.4% £(2.7)m

Diluted (loss)/earnings per share

—

(3.29)p

(55.2)% (2.12)p

1. Before separately disclosed items (see notes 2 and 32)

2. Adjusted net debt is stated excluding the impact of IFRS 16 Leases. Including right‑of‑use lease liabilities, net debt increases by £(18.4)m to £(39.4)m (FY23: net debt increases by £(15.8)m to £(53.8)m)

3. Adjusted leverage ratio is calculated using adjusted net debt against adjusted underlying EBITDA (see note 32)

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Financial review continued

Dividend policy

As a Board we are proposing the final

dividend in FY24 at 1.20p (FY23: 1.50p).

This, together with the interim dividend

of 0.60p (paid on 11 April 2024), brings

the total for the year to 1.80p per share

(FY23: 2.25p). The final dividend, subject

to shareholder approval at the AGM, will be

paid on 11 October 2024 to shareholders

on the register at the close of business on

13 September 2024. The ordinary shares

will become ex‑dividend on 12 September

2024. The underlying dividend cover is

currently 0.9x, the Board considers that

an appropriate future level of underlying

dividend cover is in the range of

3.0xto4.0x.

Dividend progression

FY20

Interim Final Total

FY21FY22FY23

FY24

1.20p

0.60p

1.50p

0.75p

1.20p

1.60p

1.40p

0.70p

In FY20 and FY21, one dividend payment was made, rather

than an interim and final, due to the impact of Covid‑19

Five-year dividend cover

FY20FY21FY22FY23

FY24

0.9x

2.3x

7.2x

3.9x3.9x

FX effects on revenue (£m)

FY24 FY21FY22FY23

CER AER

237.9

233.7

188.2 188.1

233.3

218.6

238.5

244.4

FX effects on underlying operating profit (£m)

FY24 FY21FY22FY23

CER AER

12.7

11.9

12.1

12.0

15.2

14.7

11.2

12.0

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Financial review continued

Revenue

Revenue in FY24 decreased by 2.7% to

£237.9m (FY23: 244.4m), driven by decline

in distribution sales in the UK and market

slowdown in Asia, leading to customer

destocking, offset by growth in light

vehicles across all regions.

Revenue by sector (CER)

Europe has seen revenues increase 3.8%

to £88.9m (FY23: £85.7m), driven by the

uplift in the light and heavy vehicle sectors

in Sweden, helped by new and existing

customers transitioning to EV technology,

and during FY24, we successfully completed

the transfer of the European distribution

business from the UK to TR Germany.

Hungary continues to be impacted by the

current downturn in customer demand and

the ongoing Ukraine conflict, whilst our

manufacturing facility in Italy is starting

to see some recovery in legacy business

and new business opportunities from

manufacturing investment.

In Asia, we have reported a 9.3% decrease

in revenue to £54.8m (FY23: £60.4m),

mainly driven by the distributor sector and

the continuing softness in the Asia market.

China is still experiencing low consumer

demand following the Pandemic shutdowns

and the general macroeconomic climate.

The result also appears less favourable in

comparison to TR Taiwan’s outstanding

performance in FY23. There was however a

significant uplift in the light vehicle sector in

Malaysia and Thailand.

UK & Ireland’s revenue reduced by 10.5%

to £77.5m (FY23: £86.7m) due to reduced

distribution sales as a blend of volume

(destocking and demand), lower market

pricing and the completed transfer of

distribution business to TR Germany.

The decline has been partially offset by

revenues from contract OEM customers

from new wins secured in FY23.

North America demonstrates continued

growth, mainly in the light vehicle sector,

offset by declines in E,T&I and general

industrial sectors, resulting in revenue of

£30.2m (FY23: £29.9m).

Gross profit (CER)

Gross profit was 25.5%, 20bps above

last year (FY23: 25.3%), driven by pricing

initiatives which offset the impact of

inflation and reduced revenues.

Revenue by sector (CER)

Revenue by region (CER)

UOP (CER)

1. Revenue by regions include intercompany sales

2. After deducting central costs

General industrial £27.2m | -17.4% | (FY23: £32.9m)

Health & home £43.9m | -2.7% |

(FY23: £45.1m)

Heavy vehicle £14.5m | +8.0% | (FY23: £13.4m)

Light vehicle £82.3m | +21.7% | (FY23: £67.7m)

Distributors £32.9m | -24.3% | (FY23: £43.4m)

Energy, tech & infrastructure £37.1m | -11.4% |

(FY23: £41.9m)

£237.9m

Total revenue

UK & Ireland £77.5m | (FY23: £86.7m)

Europe £88.9m | (FY23: £85.7m)

Asia £54.8m | (FY23: £60.4m)

North America £30.2m | (FY23: £29.9m)

£237.9m

Total revenue

-2.7%

UK & Ireland £3.4m | (FY23: £5.5m)

Europe £6.1m | (FY23: £2.9m)

Asia £8.4m | (FY23: £9.5m)

North America £1.6m | (FY23: £1.3m)

£12.7m

Total UOP

5.3%

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Financial review continued

CER underlying operating profit

The underlying operating profit (UOP) increased to £12.7m with a UOP margin of 5.3%

(FY23: 4.9%).

Underlying operating profit by region (before allocating separately disclosed items)

FY24 FY23

Profit/(loss)

£m

Margin

Profit/(loss)

£m

Margin

UK & Ireland

3.4 4.4%

5.5 6.4%

Europe

6.1 6.9%

2.9 3.4%

Asia

8.4 15.4%

9.5 15.7%

North America

1.6 5.4%

1.3 4.2%

Central costs

(6.9) n/a

(7. 2) n/a

Group 12.7 5.3%

12.0 4.9%

In Europe, UOP margins increased 350bps to 6.9% and operating profit improved to £6.1m

(FY23: 3.4% and £2.9m). In addition to the transfer of the distribution business from the UK

to TR Germany, there was higher margin in Sweden and significant margin improvement

in TR Italy resulting from actions last year to manage rising costs, price increases and

improved plant utilisation.

In the UK & Ireland, UOP margins decreased from 6.4% to 4.4% with UOP at £3.4m (FY23:

£5.5m). Decline in distribution sales was the main contributor, offset by improvement in the

light vehicle sector following the reduction in semiconductor shortages.

The lower UOP also included the transfer of the European distribution business to Germany

and was partially offset by the delivery of costs savings from the NDC.

UOP in Asia has decreased from £9.5m to £8.4m at a UOP margin of 15.4% (FY23: 15.7%).

Consumer demand in China was low in our second half year and overall general market

softness impacted across the Asia region. During the period, we did however see a

significant upliftin light vehicle activity at TR Malaysia and Thailand, together with price

increases inTR Malaysia.

North America UOP increased £0.3m to £1.6m, a 5.4% margin (FY23: £1.3m, 4.2%). The

improvement was driven by new contract wins in the light vehicle sector across several

vehicle models. Production started on new models in the second half of FY24 at a higher

margin, while production ended for several older lower‑margin models. The other sectors

general decline was driven by customers burning through their excess stock following

thePandemic.

Central improved to a loss of £6.9m (FY23: £7.2m), driven by operational efficiencies and

reduction in headcount as part of a series of self‑helpinitiatives.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Financial review continued

Operating profit (at AER)

After adjusting items of £5.5m (FY23: £10.2m) and amortisation of acquired intangible

assets of £1.7m (FY23: £1.8m), operating profit increased to £6.6m (FY23: <£0.1m).

Separately disclosed items include:

FY24

£000

FY23

£000

Acquired intangible amortisation

(1,780)

(1,798)

Project Atlas

(2,079)

(1,722)

Restructuring and related charges

(1,491)

(4,235)

Impairment of non‑current assets

(1,964)

(2,926)

Settlement for loss of office

—

(1,050)

Aborted acquisition costs

—

(261)

Total (7, 314)

(11,992)

• Acquired intangible amortisation £1.8m (FY23: £1.8m)

• Project Atlas £2.1m (FY23: £1.7m) relating to the implementation of D365 across selected

sites and impairment of ‘customer engagement’ software

• Restructuring and related charges £1.5m (FY23: £4.2m) which includes £2.4m of

set‑up costs for the National Distribution Centre in the Midlands (UK) and £1.1m costs

associated with restructuring programmes initiated to reduce headcount, offset by the

£2.0m profit on the sale of the freehold land and building at Bellbrook Park, Uckfield

• Impairment of non‑current assets £2.0m (FY23: £2.9m) relates to the TR Hungary cash

generating unit. FY23 related to impairment of goodwill at TR Italy

Details of all adjusting items are shown in note 2 to the consolidated financial statements.

Administrative costs before separately disclosed items (at AER)

FY24

£000

FY23

£000

Segment administrative costs

34,409

36,528

Central administrative costs

6,912

7,200

Total administrative costs before

separately disclosed items 41,321 43,728

Administrative expenses decreased by 5.5%, primarily due to the reduction in

non‑operating headcount, offset by the impact of inflationary pay pressures.

Net financing costs

Net interest costs have increased to £5.4m (FY23: £2.7m), primarily due to base interest

rates increasing (EURIBOR 1m in FY23 ranged from c.(0.5)% to 3% vs EURIBROR 1m FY24

ranging from c.3%‑4%), amortising of arrangement fees from signing the new finance

facilities agreements as well as the margin increasing under the new finance facilities (see

net debt section). This is offset slightly by a reduction in average borrowings (excluding

IFRS 16 and arrangement fees) in the year to £58.6m (FY23: £66.1m). The increase in net

interest costs significantly reduced headroom on the interest cover covenant (>4.0x).

With the support of lenders and UKEF, we temporarily reduced interest cover to 3.5x for

December 2023 and March 2024 quarterly covenant periods and post year end formally

agreed to amend the interest cover covenant to:

• Up until 30 September 2025 covenant period – 3.25x

• 31 December 2025 – 30 September 2026 covenant periods – 3.5x

• Thereafter it will return to the original 4.0x levels

At 31 March 2024, interest cover was 3.6x (FY23: 7.8x). Forecast projections show

headroom increasing on the covenants as we see the higher interest charge months fall out

of the rolling 12‑month calculation. There is also increased focus on cash efficiency to pay

down borrowings and reduce interest charge with additional projects being considered in

FY25 to further enhance cash efficiency.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Financial review continued

Operating cash flow (AER)

The Group has seen excellent operating cash flow in 2024. Operating cash flow from

operations was £31.9m (FY23: £6.5m), equating to a cash conversion of underlying EBITDA

of 173.0% (FY23: 33.6%). The improvement was driven by the material reduction in working

capital: net inventory reduced by £15.0m (FY23: £0.2m) and trade creditors increased by

£3.6m (FY23: decreased by £11.7m).

Net debt (AER)

The Group’s adjusted net debt has decreased by £17.0m to £21.0m (FY23: £38.0m)

supported by an operating cash inflow before working capital of £14.2m. This was

partially offset by interest payments of £6.7m (including arrangement fees of £1.5m on the

refinancing in the year), tax payments of £3.3m and dividend payments of £3.0m. The net

spend on property, plant, equipment and intangibles was only £0.3m as acquisition of PPE

(£4.6m), primarily relating to our investments in the NDC and in our manufacturing plant in

Italy, were significantly offset with proceeds from sale of PPE (£4.2m) relating to the sale of

the Uckfield premises in the year.

Adjusted net debt bridge

£1.6m

£21.0m

Adjusted

net debt

– FY23

Operating

cash

inflow

Stock Creditors Other

working

capital

Capex

(net of

sale

proceeds)

Ta xInterest

Dividend Other Adjusted

net debt

– FY24

£38.0m

£(3.6)m

£0.9m

£0.3m

£3.3m

£6.7m

£3.0m

£(14.2)m

£(15.0)m

Increase Decrease Total

Banking facilities

The Group signed new banking facilities in June 2023 to support our focus on growth. The

two agreements provide a total facility limit of £120.0m, split between an RCF (£70.0m) and

a UKEF Export Development Guarantee (EDG) (£50.0m). Interest margins have increased

in line with market conditions and will now be within a range of 2.10‑3.60% (compared to

1.10‑2.20% under the previous RCF).

Post year end, 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.

Taxation (at AER)

The underlying effective tax rate (ETR) is high at 66.6% (FY23: underlying effective tax rate:

25.6%). The higher ETR in FY24 is primarily related to deferred tax assets not recognised on

tax losses and reversal of deferred tax assets on carried forward losses primarily within the

UK region.

Subject to future tax changes and excluding prior year adjustments, our normalised

underlying 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 down 29.8% to £6.5m (FY23: £9.3m). This, coupled with the increase in our underlying

effective tax rate, has resulted in a reduction in underlying diluted earnings per share (EPS)

of 68.4% to 1.62p at AER (FY23: 5.13p).

Return on capital employed (at AER)

The Group ROCE increased 30bps to 5.7% (FY23: 5.4%) reflects a reduced net assets basis

combined with reduced debt. Average profit was in line with last year.

As at 31 March 2024, the Group’s shareholders’ equity decreased to £124.2m (FY23:

£135.9m). The £(11.7)m reduction reflects a decrease in retained earnings of £(4.6)m, a

movement on own shares held in reserve of £0.8m, and a foreign exchange reserve loss

of£(4.2)m.

At 31 March 2024, the number of ordinary shares held by the Employee Benefit Trust (EBT)

to honour future equity award commitments was 1,373,663 shares (FY23: 1,896,098 shares).

Shares in issue as at 31 March 2024 was 136,114,675 (excluding EBT: 134,741,012).

1. Adjusted net debt is stated excluding the impact of IFRS 16 Leases. Including right‑of‑use lease liabilities,

net debt increases by £(18.4)m to £(39.4)m (FY23: net debt increases by £(15.8)m to £(53.8)m)

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Financial review continued

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Financial review continued

Outlook

Whilst the macroeconomic environment continues to present short‑term challenges, current

trading remains in line with management expectations. We continue to have a strong

focus on cash generation to reduce net debt and working capital and are driving EBIT

improvement through margin management, focused growth, organisational effectiveness

and operational efficiency.

Operationally, we have been setting ourselves up for growth when the market recovers by

rightsizing the business through a restructuring programme, the completion of the Atlas

Project and the consolidation of the NDC.

We are ensuring our focus remains on core business with the disposal of the TR Norway

business in April 2024 and the establishment of a China JV to support our strategy for

manufacturing and distribution in China.

We believe there is significant scope for improvement in the mid‑term and are confident

wewill be more profitable, effective and efficient in FY25.

The macroeconomic and geopolitical environment remains volatile, and we continue to

be challenged by inflationary pressures. We are confident we have the right strategy

to capture margin upside and deliver sustained growth. We believe there is significant

opportunity to return performance to historic levels.

Trifast has made strong progress in managing working capital to reduce its net debt

through working capital initiatives and remains focused on driving profit initiatives to

improve our margins.

Kate Ferguson

Interim Chief Financial Officer

We aim to comply with the non‑financial reporting requirements contained in Sections 414CA and 414CB of the Companies Act 2006. The table below, and the information it refers

to, is intended to help stakeholders understand our position on key non‑financial matters. This builds on existing reporting that we already do under the Guidance on the Strategic

Report (UK Financial Reporting Council).

Environmental matters • Environmental Policy

• Climate‑related Financial Disclosures

Page 53

Pages 55 to 65

Employees • Code of Business Conduct

• Business Ethics and Responsible Behaviour Policy

• Harassment Policy

• Whistleblowing Policy

• Health and Safety at Work Policy

• Privacy Notice

• Freedom of Association and Collective Bargaining Policy

• Equal Opportunities Policy

Page 53

Social matters • Supporting charities

• Charitable and Political Donations Policy

Pages 53 and 149

Respect for human rights • Slavery & Human Trafficking Statement

• Supplier Code of Conduct

• Working Conditions and Human Rights Policy

Pages 53 and 54

Anti‑corruption and anti‑bribery matters • Anti‑Bribery Statement and Policy

• Fair Competition and Anti‑Trust Policy

• Whistleblowing Policy

• Trade Compliance and Sanctions Policy

Pages 53 and 54

Policy embedding, due diligence and outcomes Page 53

Description of principal risks and impact of business activities Pages 67 to 75

Description of business model Pages 18 and 19

Non‑financial key performance indicators Page 21

Policy/codeNon-financial reportingmatter This report

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Non-financial and sustainability

information statement

What’s in this section?

Our people

pages 39 to 46

Our planet

pages 47 to 52

Our principles

pages 53 and 54

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business

Ratings and achievements

We have continued to respond to requests

from customers and investors on our carbon

emissions and management approach over

the year. We have completed CDP (supplier

and investor) and EcoVadis submissions

during FY24 and will continue to do so

annually.

EcoVadis

EcoVadis is a globally recognised

assessment platform that rates businesses’

sustainability based on four key categories:

environmental impact, labour and human

rights standards, ethics and procurement

practices.

We were awarded a bronze award by

EcoVadis in recognition of our sustainability

achievement during FY24. The overall

score was 55/100, meaning we are in the

62nd percentile of all companies rated by

EcoVadis, meaning Trifast is still above

industry level. We have set our targets

through our ‘Road to Gold’ initiative.

CDP

CDP is a not‑for‑profit charity that runs

the global disclosure system for investors,

companies, cities, states and regions to

manage their environmental impacts.

During FY24 we were pleased to retain

our CDP climate change score of C. We

continue to proactively complete our CDP

questionnaires for both investors and as

part of the supply chain for our customers.

JOSCAR

JOSCAR is a collaborative tool used by

the aerospace, defence and security

industry to act as a single repository

for pre‑qualification and compliance

information. Using JOSCAR can determine

ifa supplier is ‘fit for business’.

Our customers in these industries are signed

up to the tool and able to view the ESG

scoring given to us by JOSCAR

Environment + Social + Governance

86.18 | 

Top 10%

131/152 Positive responses

20 6040 80

1. Joscar relates to TR UK only

People

Our people are the backbone of Trifast and will

continue to be central in our approach as we

Recover, Rebuild and establish Resilience

Planet

We are committed to reduce our impact on

theenvironment and look for innovative ways

toachieve this

Principles

Governance continues to be at the forefront of

everything the Company does, and the Board

recognises the continuing focus given to all

aspects of governance from our stakeholders

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Introduction

As a global employer operating in 16

countries, Trifast recognises the important

role and contribution our people make

to the overall success of our business.

The global team of c.1,200 colleagues are

supported by a further c.50 contractors,

who collectively have continued to deliver

excellent service to our customers through

a year of turbulence as we entered the

recovery stage of our business plan.

From our leadership through to the wider

organisation, many of our colleagues have

seen changes during this year. Some of the

key changes include the appointment of a

new Chair and CEO, allowing us to refresh

our focus on the strategic direction and

priorities for Trifast. We have also seen a

change of CFO and reconfiguring of the

Executive Leadership Team to reflect the

strategic direction. Even with all the internal

changes, throughout the year we have

continued to ensure that our professional

disciplines, standards and customer service

levels have been maintained, a testament

to the local teams who continue to put

high‑quality service at the forefront of their

thinking.

As part of being a responsible business, it

is important that our culture reflects strong

values that underpin our ways of working,

giving due consideration to our global

footprint, our local colleagues and the

communities where we operate.

Over the year, we have launched a

refreshed set of values, which will be further

embedded through training and ownership

to ensure that we interact with each other,

and our wider stakeholders, in a courteous

and professional manner at all times.

We continue to focus on the skills,

knowledge and competencies needed to

meet the current and future business needs.

With our attraction and retention approach,

we are investing in the talent needed to

achieve success going forward. This proved

effective as we mobilised the National

Distribution Centre (NDC), appointing a

highly skilled and engaged team who will

help us go from strength to strength.

Restructuring

NDC

With the opening of the NDC in Walsall,

UK, we created job opportunities within

the local community but we also saw a

number of our colleagues make the move

with the business retaining knowledge and

experience through this changeover. The

impact of opening the NDC did mean the

closure of our UK manufacturing facility and

several of our warehousing facilities which

regrettably led to job losses.

Coupled with this change was the need

to align our cost base to better reflect

the position of the business. It is always

regrettable to lose colleagues who have

given so much to the growth story of Trifast

and we would take this opportunity to thank

those that left us for their hard work and

contribution to the business and to wish

them every success in the future.

CEO appointment

Iain Percival joined as CEO in September

2023 and undertook to engage and

participate in the business to fully

understand and appreciate the challenges

faced at a local level.

As part of his induction, Iain worked shifts

at the newly opened NDC donning his

bootsand hi‑vis jacket, moving products

and completing customer orders. This

provided him with a great insight into the

daily challenges of the new distribution

centre, while also giving him the opportunity

to engage with the team who were

fundamental in us achieving a successful

opening. Iain valued the insights this gave

him into the work of our colleagues in the

warehouse environment and it will helpguide

how we engage and communicate with them

going forward.

Regional approach, with central

support

Towards the end of the year, we

commenced the restructuring of our

broader business moving to a regional

structure covering the UK & Ireland, Europe,

Asia and North America.

We are delighted to have in place the

leaders who will ensure the delivery of

the regional objectives, aligned with the

Recover, Rebuild, Resilience business

strategy. In addition to the regions, we

also established the key central enabling

functions that will enable the successful

workings across the regional infrastructure

and ensure professional accountability

throughout the organisation. The central

enabling functions include Finance,

Commercial, HR, Technology, Company

Secretariat and Environment, Health &

Safety. Most of this group makes up the

Executive Leadership Team (ELT), read

more on page 84.

Clarity of direction

We have taken many steps to not only

confirm and validate the strategy for the

future of Trifast, but also to engage the

workforce. Communicating the strategy,

the next phase of our journey and how we

want to work together to be successful has

resonated with our employees who have

welcomed the clarity and engagement.

The communication clearly sets out the

strategic imperatives, the refreshed values

and the link to the personal objectives,

giving clear line of sight to the overall

business objectives. Setting SMART

objectives throughout the leadership and

management communities will allow us to

measure and drive key milestones in our

transformation.

Our people

Our people are the backbone of Trifast and

willcontinue to be central in our approach

as weRecover, Rebuild and establish Resilience

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

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Being a responsible business continued

Refreshed values

With the launch of the new values, we wish

not only to deliver our strategic objectives

financially, but also operate our business in

a manner that builds resilience and strong

foundations for the future.

For this reason, the values will underpin how

we operate, ensure that we strive to be a

business that not only achieves success, but

does so in the right way.

As we move forward, values will be

reinforced, trained and embedded

across our organisation, defining for

our employees, not only how we wish to

work with our customers, suppliers and

communities, but also how we wish to

work with each other and build a healthy,

engaging working environment that makes

TR a great place to work.

People strategy

As part of our rebuild programme we will

review and align our global people plan to

the strategic imperatives and objectives for

the coming years.

This review will include due consideration

being given to the One TR approach,

culture, global presence and the skills and

competencies we will need to meet our

current and future business needs. The

people plan will review and address all the

touch points from hire to retire to ensure

that we have the right systems, processes,

engagement tools, development and

support in place. Our aim is to enable our

colleagues to be the best they can be in

their current roles, but also achieve their full

potential.

Our people plan will see a stronger, focused

and engaged workforce with skills to

achieve the future TR resilience stage of our

journey.

Employee engagement

We ran our employee engagement survey

using the ‘Happiness Index’. The survey

focused on activities and areas that will

make a real difference to the working lives

of our employees.

The results of the FY24 survey gave an

average score of 6.7/10 (FY23: 7.4).

Although the score reduced, it was

expected given the restructuring that

primarily impacted the UK, where we have

the largest workforce.

Accepting we need to continue our efforts

to engage, motivate and support our

colleagues, each location and department

head received the breakdown of the results

for their team, with suggested actions to

improve any low scores. Throughout the

year, local action plans and progress will be

tracked to ensure that we actively listen and

engage with our people at all levels.

With the appointment of Laura Whyte, we

will have an enhanced Board Employee

Champion Programme. Given Laura’s

extensive experience in the people function,

she will lead the Board Employee Champion

approach with a structured programme of

engagement across our employee base as

we go into next year.

Laura will be supported by other Board

members and the ELT, ensuring regular

visits to sites with open sessions for our

employees to voice any concerns, raise

questions or bring to the Board’s attention

things that would be of interest.

Our ‘Employee Voice’ programme provides

all employees with the opportunity to

should they have concerns that are of a

whistleblowing nature. This programme

is anonymous but has the option of a

feedback loop for employees who require a

specific response or would otherwise be a

witness to any wrongdoing. The Employee

Voice system is regularly monitored so that

we can act swiftly and appropriately to any

concerns raised.

It should be noted there have been

no controversies with regard to

anti‑competition, business ethics, bribery

and corruption, tax fraud, responsible

marketing, privacy or wages and working

conditions during the financial year.

Our people continued

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Our people continued

Ethical business practices

At Trifast we are aware of the economic

and community impact we have across our

global footprint.

In many of our locations, we have a direct

positive impact by providing secure

employment and, in some locations, we are

one of the largest local employers. We also

seek to work with local suppliers, further

supporting the local economy and the

communities.

Many of our employees and our sites engage

in charitable initiatives and local events,

seeking to create a positive impact on our

teams and our communities. This year we

have started a volunteering programme

for our employees to take paid time off to

engage in worthy causes within their local

areas as we truly see the benefits this brings

to all those impacted by the programme.

We hope that this will have positive uptake

across all our sites and teams, meaning

good causes will benefit.

Employee offering

We seek to offer our employees competitive

benefits and reasonable rates of

remuneration which we monitor to ensure

local legal compliance and alignment with

market practices.

Fair pay

To continue to attract and retain

high‑calibre individuals and continue our

efforts to become an employer of choice

within our sector, we offer 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 appropriately for their

contribution

• 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,

we have been able to attract industry

specialists with global experience at senior

levels, as well as staff at the NDC with the

appropriate skills to ensure we operate

effectively.

The Remuneration Committee reviews the

remuneration structure for management

level tiers below the Executive Directors

and pay outcomes for these roles. The

Committee also has oversight of the

wider workforce pay and terms to ensure

consistency and fairness of approach,

locally and globally.

Benefits

Trifast offers a comprehensive suite of

benefits to employees across all regions,

tailored to the requirements of each

country.

We keep our employee benefits under

review to ensure that our offering is

appropriate and relevant.

Staff sickness

We continue to monitor and manage

sickness as it is often an indicator of

engagement and areas for improvement.

During the year, number of days lost due to

employee sickness was 1.5% of total days

worked across TR Fastenings UK and Trifast

plc. This remains above average for the

sector.

See our TRUK gender pay gap

report on our website at

www.trfastenings.com

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

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Being a responsible business continued

Staff turnover

With the exception of those leaving by

virtue of redundancy, we have maintained a

market average for turnover in many of our

countries.

For those leaving, we have an off‑boarding

system which allows us to capture critical

information which we can use to address

areas of improvement. The off‑boarding

module enables interaction in a confidential

and secure manner that ensures we

capture exit interviews which are often

far more open and insightful than simple

engagement tools.

Even with our turnover and the

restructuring, our average length of

service remains high at 10.6 years. The

dedication and commitment of many of our

long‑serving employees is something we

are proud of and they will continue to help

engage and support new colleagues, not

only to understand the world of fasteners,

but also how things work in Trifast. We

are proud of our history and our teams

and want to take the next stage of our

journey as a collective group engaged and

empowered to deliver on our strategic

objectives.

Talent development and succession

planning

Talent management is one of the key

drivers of our success, and our learning

and development programme is crucial to

upskilling our people, retaining talent, and

attracting new candidates in an increasingly

competitive marketplace.

We are totally committed to the

development of all our employees across

the globe, offering them formal and informal

learning, as well as the opportunity to gain

industry‑recognised qualifications.

Our talent management and succession

planning is focused on senior and

business‑critical roles, and is the subject of

review in light of the organisational changes

recently undertaken. The initial priority

is the identification of immediate internal

successors for those critical positions,

whilst also seeking to ensure that we have

an adequate pipeline of talent that will fulfil

future needs.

With the strategic priorities identified, it

has been necessary to bring in additional

support and expertise in certain key

areas. We have chosen to appoint

consultants who will upskill and impart

knowledge to our internal teams, with the

intent of strengthening the talent pool

and competency base across the wider

organisation.

It has also been necessary to appoint

interim resource with specific skills in

transformation to profile, plan and establish

the necessary project cadence, Key

Strategic Indicator’s (KSI’s) and trackers to

ensure we deliver on our commitments.

The interim resource will focus on clearly

stated targets related to the transformation

programme and will not be part of the

permanent headcount going forward unless

appointed to a budgeted position.

Our people continued

Those employees in the not specified category all started and left during the year.

Lost days to total days worked 1.5% (FY23: 1.6%).

Female | 19%

Male | 77%

Not specified | 4%

New starters

Female | 18%

Male | 78%

Not specified | 4%

Leavers

Staff changes

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Our people continued

Learning and development

We continue to have a very strong learning

and development culture, supported

by online tools and programmes that

provide content and learning for all. With

a well‑developed commitment to learning,

we have identified skills gaps and created

personal learning plans for our employees

which will be delivered over the coming

year. The year ahead will major on ‘Safety

First’, a campaign to ensure safety is truly

embedded in our culture.

Our internal online Learning Management

System (LMS) has provided us with the

chance to roll out relevant training to all our

employees in their own chosen language,

including corporate mandatory training.

This will be a vital tool to support some of

the training required to deliver a ‘Safety

First’ culture change.

This system offers an individualised learning

plan that is tailored to an employee’s

role but can also be used to deliver

Company‑wide training material to all

employees.

The sophistication of the system and its use

of artificial intelligence (AI) to aggregate

personalised content, it allows employees

to identify which skills they might need to

develop to enhance theircareer.

Within this system there is also a social

learning platform which fosters an informal

approach, encouraging a collaborative

workspace where subject matter experts can

answer questions, share best practice and

exchange ideas across our global network.

Our approach is further supported with the

learning and development needs identified

during the objective setting process used

to help define other key management and

leadership development needs that we need

to consider.

Performance reviews

With the launch of a refreshed performance

objective process, leaders and managers

have a framework that sets out SMART

objectives, aligned to the strategy and

transformation of Trifast. Leaders and

managers contributed to objective setting

and assessed their skills and readiness to

take on the tasks needed this coming year.

The performance goals that were agreed will

be reviewed and will allow for constructive

and engaging conversation on achievements

and areas where development would help

colleagues be the best they can be.

STEM careers

Having undertaken STEM outreach in

the past, we are again reviewing how we

can truly widen our engagement with

local schools, colleges and universities to

enhance participation in the STEM subjects.

Although partnerships provide

opportunities to educate young people

through talks and interactive presentations

about what it is like to be part of a global

engineering and manufacturing business,

it is not increasing the number of students

pursuing careers in these fields.

We would seek to explore if there is a more

integrated and sustainable programme

we can foster with some of the key local

schools and educational faculties to improve

participation and grow the talent for

thefuture.

While we explore options, our university

efforts to support students with placements

will continue as this is a critical element of

their education and one where Trifast can

truly add support to increasing the number

of students successfully entering a career in

the STEM areas.

Early career support, student

opportunities and apprenticeships

Although it was not possible to extend

our placement programme this year due

to the closures and restructuring of the

business, we remain committed to providing

opportunities to the next generation and

will refresh our approach in readiness for the

next batch of placement students.

With the economic challenges in many of

our operating countries, there is an increase

in students not progressing to universities

but looking for alternative options such as

apprenticeships. We will give consideration

as to how we can support this method of

entry into the workforce going forward.

We remain dedicated to providing

opportunities for young people to

understand how a global organisation

operates, how they might enter the

workforce and see a career path. With the

support of apprenticeship programmes, we

see this as a vital route to building our talent

line going forward.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Diversity, equity and inclusion

As a leadership team supporting a global

business, all of the ELT are committed to

treating everyone fairly and recognise the

strengths that a diverse workforce can bring

to the future growth of the business.

We make every effort to eliminate

discrimination, create equal opportunities

and develop good working relationships

between our teams. Our people represent

a mix of cultures spanning 27 locations in

16 countries and this provides us with many

opportunities to understand and value those

cultures.

As part of the people programme, we will

update our diversity, equity and inclusion

strategy, giving greater emphasis on

bringing about positive engagement and

participation from all over our diverse

workforce.

We know that by engaging our employees

and allowing them to bring their ‘whole

self’ to work we will increase employee

satisfaction and engagement, overall

creativity and a sense of belonging.

We continue to take targeted action, across

our locations in all countries, to ensure that

all legislative requirements are met and

that as a business we go beyond our legal

obligations to further build an environment

that is totally inclusive.

The engineering sector faces a considerable

challenge on diversity, especially in relation

to attracting women into technical roles.

Through our work on STEM initiatives,

we would seek to encourage change in

the profession and amongst the female

population.

Age

We employ a diverse workforce, from

school leavers through to over 65s. We have

age data for all staff except those in Asia;

this data will be gathered as part of the

implementation of the new HR system, a

breakdown is set out below.

Mental health

With the ever‑increasing mental health

and wellbeing challenges faced by

individuals, we are taking steps to ensure

that we educate and support our leaders

and managers to identify problems,

propose interventions and take proactive

steps to help and support those facing

emotional challenge. We are open in our

communication on mental health, believing

this will allow employees to be open in

return. We will continue to review proactive

steps we can take to support our people

should they face mental health or emotional

difficulties.

Conclusion

Trifast had a turbulent year with all the

changes, not only to leadership, but also

within operations with the opening of the

NDC. It must be acknowledged that our

teams continued to service our customers

both externally and internally to a high

standard and remained professional at

all times. Our people are the backbone

ofTrifast and will continue to be central

toour approach as we enter the next phase

ofturnaround.

Our people continued

Gender diversity as at 31 March 2024

Female | 43%

Male | 57%

Female | 22%

Male | 78%

Female | 24%

Male | 76%

Female | 33%

Male | 67%

Board

Executive

Leadership

Team

Entity

Directors &

Senior

Managers

All

<25 | 6%

25–34 | 22%

25–44 | 26%

45–54 | 28%

55–64 | 16%

65+ | 2%

Age

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

A safe and healthy working

environment

As part of Recover, Rebuild, Resilience, we

will increase the focus on protecting our

team and environment, and build upon the

existing platform. We are incorporating

One TR into health and safety by providing

a robust global framework that sets clear

standards for all of our operations. We want

to provide a safe working environment by

engaging our team to help determine these

standards and harness the best practice

across our operations.

We are proud of the efforts our team take in

reducing and managing risk and achieving

low incident rates.

We will build on this by increasing the

proactive reporting for safety recognition

where our team takes action to keep

one another safe, and also increase the

reporting of observations where we need

to take action to remove hazards from our

operations.

We are in a fortunate position of being able

to harness the ability within our global team

and are excited about what we can achieve

together.

Health, safety and wellbeing

Supporting the health, safety and wellbeing

of our team continues to be a core priority

for our business. Over the last year, the

tone from the top has changed following

the appointment of the new CEO, who is

personally championing our commitment

to strengthening our approach to health,

safety and wellbeing. This involves a greater

focus on improving our standards, mindset

and conditions regarding health and safety

across all Trifast operations.

In line with One TR we are developing a

global approach to improving health and

safety standards and driving consistency

across our business operations. This

includes developing accountability across all

sites and regions, defining clear objectives

and targets for safety, and promoting the

ownership for safety within the leadership

and management structure.

Our people continued

Supporting our team’s health, safety and wellbeing

is an essential part of how we operate within Trifast,

and we see our people as our most important

Company strength

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Safety transformation roadmap

Workplace conditions

& behaviour –

implementing best practice for workplace

conditions and establishing behaviours to

positively influence our safety culture

Team

engagement –

strengthening our

employee participation

and engagement through

stronger communication,

training and participation

Metrics &

measurement –

to increase learning and

action from our lagging

and leading indicators

Standards &

framework –

defining our global

expectations through

harnessing best practice

from our team

Leadership –

with a focus on building

greater ownership and

accountability for safety

Health and safety

In March 2024, a new role, Global

Environment, Health & Safety Director,

was created to provide additional

direction and momentum and

support the Company’s commitment

to protecting our team and the

environment. David O’Brien, Global EHS

Director, is conducting a root‑and‑branch

assessment across our global footprint to

review the current strategy. In updating

our strategic approach, we aim to deliver

One TR, reduce risk in our operations

and develop a proactive culture utilising

our global ability and experience of the

fastener manufacturing and distribution

industry.

Along with this, we are defining our

leading safety indicators and, in line

with the new regional structure, building

a greater culture of accountability for

safety at a site level. This will commence

with leadership safety training for all our

senior level team.

We expect to see an increase in our

incident metrics as we tighten and focus

the reporting criteria, and we view this

as an important opportunity to learn and

develop stronger risk control measures

across our operations.

We will increase the capturing of leading

indicator measures, and plan to introduce a

safety observation reporting process across

all levels and locations within our business.

Our integrated approach to environment,

health and safety will be designed to

support a lean and efficient operational

model. We will eliminate risk where

possible, focusing on both the high‑risk and

high‑frequency hazards within our business.

To support One TR, we are defining the

global standards we expect all locations to

work to, for the following risk areas:

• Reducing our machinery risks through

improved guarding and protective

devices

• Eliminating or reducing working at height

hazards by automating or mechanising

our activities

• Increasing the separation and

segregation of pedestrians and vehicles

To help support the integration and fast

track improvements, additional resource will

be provided where required. Additional EHS

resource has been added for our Malaysia

manufacturing site to support shop floor

risk reduction activities. Our Safety Reps

programme is also in place to provide

additional support for our site teams.

Our people continued

Lost time caused by work related illness/

injury:

FY24 safety statistics

The recorded data for FY24 covers all

sites. All data is for both employees and

contractors unless otherwise stated:

Zero

fatalities

Two

recordable incidents (USA)

Three

lost time

• one knife safety (Kentucky, USA)

• onefall from height (Houston, USA)

• one manual handling (Colchester,UK)

minor incidents resulting in first aid

treatment. Cuts and abrasions continue

to be the main causal area forthe minor

injuries

near misses reported

Four

non‑injury RTAs

No injuries were long term and all

employees have returned to work

Zero

days lost (Contractors)

days lost (Employees)

Lost time incident rate

for employees only:

0.27

(calculation is number of accidents

leading to absence multiplied by

200,000 divided by number of

hoursworked)

2,228,911

total hours worked

297,18 8

total days worked

We have a target to remain below one for

our lost time injury rate and are pleased

to report that both of these have been

achieved.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

ISO 14001

Waste and water continue to be managed

through the ISO 14001 certification and

there is a commitment to reach global

coverage by FY26. In the last 12 months,

progress has continued for certification

audits with our teams in Newton Aycliffe

(UK), TR Hungary and Central Services.

Waste

To reduce waste generation, we supply

fastenings to many of our customers in

reusable plastic totes.

Most of our products are still delivered

to our sites 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. The Responsible Business

Steering Committee recently worked with

our Marketing department to produce an

internal video to promote the importance

of recycling. The aim of the video was to

increase awareness to further encourage

local recycling initiatives to be implemented

throughout our operations.

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

12% 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.

During FY24 we have had zero

environmental controversies 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.

Our planet

Water consumption across the Group has shown

an overall reduction of 12% when compared to

theprevious year

Surface water abstraction | 6.3%

Ground water abstraction | 5.8%

Mains supply | 87.9%

Discharge into municipal sewer

– trade effluent | 47.7%

Discharge into municipal sewer

– domestic | 46.2%

Discharge into surface waters | 6.1%

Total water

consumption

FY24

22,195.28m

(FY23:

25,257.72m

)

Total water

discharge

FY24

22,345.91m

(FY23:

23,774.26m

)

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Pollution prevention continued

We manage environmental progress through our ISO 14001 certified environmental

management system, seeking to reduce the direct impacts from our own operations as well

as our products life cycle. 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. We are pleased to report that there

havebeen no environmental incidents during FY24.

Energy

Manufacturing is our most sizeable area of energy use, representing around 73% of our

global consumption. Our total energy use in FY24 was 18,769,707 kWh, 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 last year by third parties at our business premises. We worked

through the report recommendations to best align them with our sustainability roadmap.

During FY25 it is our intention to implement energy self‑assessments globally, to capture

opportunities currently not recognised through the ESOS energy audits.

We measure the energy/emissions intensity of our operations using three key metrics:

FTE

(tonnes CO

e/FTE hours)

Revenue

(tonnes CO

e/£1k)

Floorspace

(tonnes CO

e/m

)

FY24 121,504.86 0.55 1.46

FY23 150,556.27 0.65 1.96

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. The FY23 data has been restated to now include Scope 3 emissions for purchased goods and

services as well as recalculations for previous omissions from the FY23.

Figures are reported in tonnes of CO

e (carbon dioxide equivalent). Reports are calculated in the following ways:

• Tonnes of CO

e per hours worked as FTE (Full Time Equivalent)

• Tonnes of CO

e per £1k of revenue

• Tonnes of CO

e per m

(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.

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.

For FY24 we have continued to utilise the Carbon Trust ‘Footprint Manager’ software,

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.

In addition, and with our increased Scope 3 reporting, we have improved our emissions

monitoring and are working to establish corporate level monitoring for our greenhouse gas

emissions.

Carbon emissions

Manufacturing Distribution Total

128,195 tonnes CO

Trifast plc tonnes CO

(FY23: 158,846 tonnes CO

18,769,707 kWh

Trifast plc kWh

(FY23: 19,643,056 kWh)

Asia manufacturing 2,689 tonnes CO

(FY23: 2,731 tonnes CO

UK & Ireland distribution 36,491 tonnes CO

(FY23: 23,587 tonnes CO

5,612,079 kWh

(FY23: 5,821,944 kWh)

3,031,851 kWh

(FY23: 3,843,574 kWh)

Europe manufacturing 1,774 tonnes CO

(FY23: 1,677 tonnes CO

Asia distribution 6,223 tonnes CO

(FY23: 9,634 tonnes CO

7,914,164 kWh

(FY23: 7,772,455 kWh)

225,792 kWh

(FY23: 196,713 kWh)

UK & Ireland manufacturing 18 tonnes CO

(FY23: 51 tonnes CO

Europe distribution 57,633 tonnes CO

(FY23: 88,841 tonnes CO

86,845 kWh

(FY23: 266,642 kWh)

1,461,783 kWh

(FY23: 1,354,266 kWh)

USA distribution 23,367 tonnes CO

(FY23: 32,325 tonnes CO

437,193 kWh

(FY23: 387,462 kWh)

Our planet continued

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Our planet continued

Carbon emissions continued

For FY24 we have increased our Scope 3 emissions reporting to now include purchased

goods and services, employee commuting emissions and also emissions data for our joint

venture in Asia, apportioned for our ownership percentage. Read more about our joint

venture on page 23.

The FY23 data has been restated to now include Scope 3 emissions for purchased goods

and services as well as recalculations for previous omissions from the FY23 reporting which

were highlighted whilst revalidating data as part of our continuous improvement journey.

Our total carbon emissions have decreased from 158,846 tonnes CO

e in FY23, to 128,195

tonnes CO

e in FY24.

FY24 FY23

Total Scope 1 emissions 1,578.39

1,723.20

Purchased fuels

1,053.96

1,127. 39

Company vehicle use

524.43

595.81

Fugitive emissions

0.00

Total Scope 2 emissions 3,985.86

3,963.08

Purchased electricity

3,985.86

3,963.08

Total Scope 3 emissions 122,630.60

153,159.66

Purchased goods and services

121,513.04

152,835.05

Business travel

446.75

324.61

– Air

269.02

314.90

– Road

177.41

9.23

– Rail

0.32

0.48

Employee commuting

662.00

—

Investment – Joint Venture (40%)

8.81

—

Total emissions 128,194.85

158,845.94

Increased Scope 3 emissions reporting for FY24

Purchased goods and services

In line with our sustainability strategy commitments, we have, for the first time this year,

reported on Scope 3 emissions related to purchased goods and services, utilising the

Greenhouse Gas Protocol spend‑based analysis methodology.

By region

FY24

Tonnes of CO

FY23

Tonnes of CO

Asia

5,939

9,555

Europe

57,186

88,627

UK & Ireland

35,314

22,495

USA

23,074

32,158

Total 121,513

152,835

Employee commuting

We have also conducted an employee commuting survey to gather carbon emissions data

on employees’ journeys to and from work, two years ahead of our FY26 commitment.

By region Tonnes of CO

Average CO

per employee

Asia 228 0.5

Europe 189 0.7

UK & Ireland 158 0.3

USA 87 1.5

Total 662 0.5

Method of

commute

Car

62.7%

Motorcycle

15.8%

Work from Home

8.7%

Bicycle

3.9%

Bus

3.2%

Walking

3.1%

Subway

1.4%

Train

1.0%

Taxi

0.2%

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business 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

e, with

our end target for FY35 being 2,676 tonnes

e. Our target for FY24 was 6,446 tonnes

e, which we more than achieved with our

result of 5,564 tonnes of CO

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 and we

will submit our letter of intent.

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.

With support from RSM UK, we are

developing a time‑bound GHG emission

reduction transition plan to commence

an Eliminate, Reduce, Protect plan for net

zero. 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.

During FY25 we will work towards allocating

a dedicated budget to support our emission

reduction targets.

Our planet continued

FY19 FY20 FY21 FY22 FY23 FY24

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

% (reduction) from 2019 baseline 9.18% 1.67% 13.39% (0.52)%

(8.89)%

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

% (reduction) from 2019 baseline (10.17)% (30.01)% (38.66)% (38.35)%

(37.99)%

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

% (reduction) from 2019 baseline

(6.07)% (23.28)% (27.61)% (30.32)%

(31.81)%

Future targets FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY32 FY33 FY34 FY35

Scope 1 1,296 1,223 1,150 1,077 1,005 932 859 786 714 641 568

Scope 2 4,808 4,538 4,268 3,998 3,728 3,458 3,188 2,918 2,648 2,378 2,108

Scope 1 and 2

6,104 5,761 5,418 5,075 4,733 4,390 4,047 3,704 3,362 3,019 2,676

% (reduction) from 2019 baseline

25.20% 29.40% 33.60% 37.80% 42.00% 46.20% 50.40% 54.60% 58.80% 63.00% 67. 20%

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Supply chains

It is essential to Trifast that we understand

and remain transparent about the

operational aspects of our supply chain,

ensuring ethical practices remain at the

forefront of supply chain management to

embed cultural change within our industry.

All supply chains remain under pressure

through legislative changes and the new

operating environment including our

stakeholders.

The ethos ‘Think Global, Act Local’ has

long been in our DNA and already makes

a difference to the impact we have on the

environment. We will continue to focus our

efforts on near shoring our global supply

chains including our own manufacturing

facilities.

Our global supply chain has a wide range of

environmental and social impacts as well as

risks. Metal components rely on high‑impact

activities such as mining and smelting.

Suppliers and logistics partners are exposed

to increasing risks from climate change as

well as geopolitical pressures, which are

likely to affect the availability and cost of

labour and materials.

We require our Approved Vendor List

(AVL) suppliers to implement our Quality

& Sustainability Agreement and Slavery &

Human Trafficking Statement and provide

uswith declarations of compliance as part

of the assessment process.

To date, the Quality & Sustainability

Agreement has been completed by 268

TR‑approved suppliers (61% of spend) and

our Slavery & Human Trafficking Statement

has been signed by 613 TR‑approved

suppliers (82% of spend).

We are developing our sustainable supply

chain strategy which we aim to complete in

FY25. This will determine how we map our

supply chain and measure our onshoring

progress, therefore allowing us to identify

opportunities.

We set clear expectations on how

our suppliers should manage quality,

environmental, social and corporate

governance matters.

Our supplier quality team carry out desktop

reviews and on‑site audits with new and

existing suppliers. These assessments

include quality and sustainability practices,

business ethics and values. This forms the

basis for continued supplier development.

AVL suppliers are re‑audited every two

years by conducting supplier reviews and

site audits to ensure suppliers continue to

meet our expected standards.

In FY24, we had one major non‑compliance

due to an unauthorised change in material.

Following investigation, the action was

taken to put the supplier on new business

hold and to resource the part to an

alternative AVL supplier.

Paving the way for fair climate trade

The Carbon Border Adjustment Mechanism

(CBAM) is the world’s first carbon

emissions border tax created by the EU (EU

Regulation 2023/956, 10 May 2023) with

the aim of reducing carbon emissions and to

protect the EU’s climate ambition.

The primary focus of the legislation is

to apply equal treatment of domestic

and imported goods by applying a

carbon emissions levelling tax, equal to

the CO

costs of EU manufacturers, on

carbon‑intensive goods produced outside

of the EU.

The tariff code of a product defines whether

it is subject to CBAM measures. Trifast

identified which tariff codes impact our

business, and during FY24, we submitted

the first of the quarterly reports required by

the initial phase of the regulation, relating to

the quarter ended 31 December 2023.

TR are engaging with our supply chain

to ensure compliance with the EU CBAM

regulation. We are in the process of

gathering the carbon emission data from

our suppliers to ensure we can report the

actual CO

data in October 2024 as required

by the regulation.

Design for environment

Trifast engineers incorporate design for

environment principles into products,

offering exciting opportunities for

innovation. We are investing in product

development and working with our

automotive customers to meet or exceed

the proposed ELV (end‑of‑life vehicles)

Directive which will require all plastic

components in motor vehicles to contain a

minimum of 25% recycled content by 2030.

In many products the total life cycle

environmental impacts can be reduced by

specifying lower impact materials, such

as bioplastics and recycled materials, or

reducing the weight of materials used. This

can also deliver commercial advantages

simply by reducing compliance and material

costs, whilst lowering the environmental

footprint of products.

Innovation can add to the functionality of

fasteners, including the disassembly and

reuse of our customers’ products, enabling

a more sustainable and circular economy.

We must continue to explore how to employ

sustainable innovations to optimise material

and packaging use, while maximising reuse,

recovery and recycling.

Understanding the environmental impact

of our traded and own manufactured

parts plays a vital role in our ambition of

delivering new products and solutions with

enhanced sustainability performance.

Our planet continued

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Our planet continued

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. In developing

our sustainability strategy, we will explore

the impacts, risks and opportunities related

to material use and the circular economy

across our entire value chain.

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

the supply chain to find a suitable balance

between performance, commercial and

environmental cost.

Design for recyclability

Engineers at Trifast consider the complete

product life cycle when supporting

customers in resolving their engineering

challenges. In addition to considering a

design to align function and assembly with

its sustainable manufacture, our engineering

team also encourages the customer to apply

design for recyclability. In general, fasteners

account for less than 2% of the complete

product weight. Value streams for recycling

are formulated around the materials with

the highest content, which are the most

valuable or are easiest to recover.

However, fasteners can play a major role

inthe efficiency of recovery of materials

byeither aiding removability or separation,

for example:

• Products manufactured of homogeneous

plastics can be ground to provide raw

material for the remanufacture of plastic

components. The use of steel fasteners

will allow these to be magnetically

separated from the 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

TR emphasises the need of early

fastener‑engineering involvement

to support the reduction of time to

market, whilst meeting their objectives

with sustainable product design.

Enablingmanufacture through cold

forminginstead of machining reduces the

amount of waste of material from 60%

to 5%, can improve material composition

sustainability, whilstin many cases

improving the overallperformance.

Life cycle analysis

We created a life cycle calculation

model based on a combination of actual

manufacturing output combined with

third‑party provided data. We use this

model for our own comparison of product

manufacturing and supply options.

There is currently no internationally

recognised standard to cover the full

LCA process, which limits accuracy on

benchmarking against our peers.

Sustainable packaging

The essential purpose of packaging

products is to protect them, ensuring parts

are delivered as contracted.

Our preferred packaging consists of neutral

boxes which have high levels of recycled

content and are recyclable. We design

packaging to:

• Maximise filling whilst meeting ergonomic

requirements

• Protect the products during transit and

storage

• Maximise pallet loading to achieve a high

transport density

Small quantities may still be packaged in

low‑density polyethylene (LDPE), which

is recyclable. The use of plastic with high

recycled content is highly focused on.

We have seen growth in the use of

single‑use plastic due to GreenTech

requirements of technical cleanliness, parts

must be packaged to avoid contamination

with dust.

We are working with suppliers and experts

to improve packaging sustainability whilst

delivering on the exacting requirements for

quality and protection.

Further research is needed to better

understand and manage the use of

packaging within the business. This can

be split into three supply streams, with

decreasing influencing power:

• Own manufacture

• AVL suppliers

• Other suppliers

Sustainable operations

We have implemented lean manufacturing

methodologies, such as 5S within our

manufacturing plant in Italy, designed to

decrease waste and optimise productivity.

Implementing Six Sigma principles and

investing in Industry 4.0 technology

(with more capable and efficient smart

production machinery) has laid the

foundation for more sustainable operations.

We have also aimed to reduce our

environmental impact through material

choices. Using lead‑free machining steels

and materials which do not need heat

treatment or coating has reduced our

carbon footprint and water usage.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

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Being a responsible business continued

Our principles

Ethical business practices

Policies

Our sustainability practices are governed

by our comprehensive Code of Business

Conduct which sets out our purpose, vision

and core values, alongside the policies

and guidance that ensure ethical business

practices.

• Anti‑Bribery Statement and Policy

• Business Ethics and Responsible

Behaviour Policy

• Charitable and Political Donations Policy

• Dignity at Work Policy

• Environmental Policy

• Equal Opportunities Policy

• Equal Pay Policy

• Fair Competition and Anti‑Trust Policy

• Freedom of Association and Collective

Bargaining Policy

• Harassment 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

We expect all employees to understand and

comply with these policies. The Code of

Business Conduct also helps our customers,

suppliers and distributors around the world

understand our requirement for them to

observe all relevant laws and regulations.

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.

Bribery and corruption

We have a zero‑tolerance approach to all

forms of bribery and corruption. Trifast is

bound by the laws of the UK, including the

Bribery Act 2010, in respect of its conduct

both at home and abroad. In addition, we

will uphold all laws relevant to countering

bribery and corruption in all jurisdictions

in which we operate, including the USA

Foreign Corrupt Practices Act.

Anti‑bribery training is included in our

Learning Management System. Employees

have completed the training and we

continue to assess future training needs

based on job roles. From July 2024,

training relating to Bribery and Corruption

and Modern Slavery is mandatory for all

computer user employees.

Conflicts of interest

The Board has robust processes in place

to avoid and manage conflicts of interest

which might distort decision‑making.

At 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 not be included in

discussions or decisions for that subject.

The Chair would ensure there is a quorum

for the meeting to continue.

Whistleblowing

We ensure all employees are aware

of the global, external, independent

whistleblowing service, available to them

in their own language. This service allows

employees to anonymously report any

activity or behaviour that they do not

feel is appropriate. The confidentiality of

those who raise concerns is protected and

employees may come forward without

fear for their position. During the year

being reported and up to the date of

this publication, two reports have been

submitted to the hotline, with both relating

to business expenses.

Governance continues to be at the forefront of

everything the Company does, and the Board

recognises the continuing focus given to all aspects

of governance from our stakeholders

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Human and labour rights

Trifast recognises human rights as set out in

the Universal Declaration of Human Rights

and enshrined in EU and UK law through the

European Convention on Human Rights and

the Human Rights Act 1998. Our workplace

practices are governed by our Code of

Business Conduct, our HR policies and our

Business Ethics and Responsible Behaviour

Policy, which commits Trifast to the highest

standards in human and labour rights,

employee conduct and compliance with all

applicable legislation. It also sets out our

commitment to ensuring employees have

the freedom to associate or collectively

bargain without fear of discrimination

against the exercise of such freedoms.

Modern slavery

We comply with the requirements of the UK

Modern Slavery Act 2015 and the California

Transparency in Supply Chains Act 2010.

We remain 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. They are

expected to meet the same standard on

labour and human rights with safe working

conditions, reasonable working hours,

freedom of association, wages that comply

with minimum wage legislation in the

appropriate jurisdiction and no forced or

inappropriate child labour.

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. Training on modern slavery is

provided to all new members of staff as part

of their induction and during FY25 training

will become mandatory for all employees.

Cyber security

During the last financial year, the

challenges we face in cyber security

have significantly changed. Although the

methods of attack remain familiar, they have

evolved from indiscriminate to targeted,

trying to infiltrate us every day. We are

constantly trying to stay one step ahead

of our adversaries, actively monitoring

threats and implementing new technical

countermeasures.

Phishing remains the most common attack

method, exploiting the vulnerability of

humans as our weakest link. Every day

we successfully block numerous phishing

sites which are designed to steal our

credentials. While we utilise cutting‑edge

AI technology to automatically detect and

prevent malicious sites, our cyber security

team remains invaluable at recognising and

blocking sophisticated attacks.

We are acutely aware of the potential threat

of insider attacks, stemming from either

malicious intent or simple negligence.

Our improved policies, procedures and

awareness training are helping to effectively

prevent attacks.

With such a global landscape, protecting

our virtual borders has always been a

challenge. Growing our cyber security team

has been difficult due to the global shortage

of cyber security professionals. Fortunately,

we have managed to expand our security

team to provide better annual risk audits at

all our global locations.

For 2024 and beyond, our strategy entails

enhancing our current resilience and

deploying a dynamic zero‑trust model. This

involves instilling a robust security culture

throughout the organisation, extending

from the grassroots to the Board level, and

dedicating ourselves to a comprehensive

cyber security awareness training

programme.

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, or instances of data loss

ortheft.

It should be noted that this year, there

have been no controversies with regard to

anti‑competition, business ethics, bribery

and corruption, tax fraud, responsible

marketing, privacy or wages and working

conditions during the financial year.

Our principles continued

Trifast’s full statement on slavery

and human trafficking can

be found on the Company’s website

at www.trifast.com

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Being a responsible business continued

Trifast recognises that climate

change poses a significant risk

to people, ecosystems and

economies around the world

and are committed to being

aresponsiblebusiness

In accordance with the requirements of

Listing Rule 9.8.6R(8), this section of the

report includes Climate‑related Financial

Disclosures, consistent with the TCFD

recommendations and disclosures, including

the level of compliance.

The table also provides references to

where you can find more information on

our climate‑related actions throughout our

Annual Report.

In making our disclosures, we have stated

that we are compliant in all areas with the

exception of metrics and targets a) and c)

which are partially compliant (see page 65

for more details). The use of metrics and

targets to manage climate‑related risks and

opportunities is not yet fully implemented,

and we plan to improve this during FY25.

Pillar Recommendation Reference points

Governance

Disclose the organisation’s

governance around climate‑related

risks and opportunities

Describe the Board’s oversight of climate‑related

risks and opportunities

Governance section – page 56

Board and Committee framework – page 79

Executive annual bonus – page 112

Describe management’s role in assessing and

managing climate‑related risks and opportunities

Governance section – page 56

Board and Committee framework – page 79

Strategy

Disclose the actual and potential

impacts of climate‑related risks and

opportunities on the organisation’s

businesses, strategy and financial

planning where such information is

material

Describe the climate‑related risks and

opportunities the organisation has identified

overthe short, medium and long term

Strategy section – page 57

Viability statement – page 76

Principal risks ‑ page 66 to 75

Climate‑related risks and opportunities – page 58 to 62

Describe the impact of climate‑related risks and

opportunities on the organisation’s businesses,

strategy and financial planning

Strategy section – page 63

Notes to the financial accounts – page 169

Describe the resilience of the organisation’s

strategy, taking into consideration different

climate‑related scenarios, including a 2°C or

lowerscenario

Strategy section – page 63

Our new strategic direction page 10

Viability statement – page 76

Risk Management

Disclose how the organisation

identifies, assesses and manages

climate‑related risks

Describe the organisation’s processes for

identifying and assessing climate‑related risks

Risk management section – page 64

Describe the organisation’s processes for

managing climate‑related risks

Risk management section – page 64

Risk management – page 66

Describe how processes for identifying, assessing

and managing climate‑related risks are integrated

into the organisation’s overall risk management

Risk management section – page 64

Risk management – page 66

Metrics and Targets

Disclose the metrics and targets

used to assess and manage

relevant climate‑related risks

and opportunities where such

information is material

Disclose the metrics used by the organisation to

assess climate‑related risks and opportunities in

line with its strategy and risk management

Metrics and targets section – page 65

Executive annual bonus – page 112

Disclose Scope 1, Scope 2 and, if appropriate,

Scope 3 greenhouse gas (GHG) emissions, and

therelated risks

Metrics and targets section – page 65

Emissions data – pages 48 to 50

Describe the targets used by the organisation to

manage climate‑related risks and opportunities

and performance against targets

Metrics and targets section – page 65

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures

Governance

Disclose the organisation’s

governance around climate-related

risks and opportunities

a. Describe the Board’s oversight of

climate-related risks and opportunities

Compliance level – Full (FY23: partial)

The Board is directly responsible for

climate‑related risks and opportunities

and is supported by both the Responsible

Business Committee and the Audit & Risk

Committee.

Our Board and Committee framework is

described on page 79.

The Responsible Business Committee meet

with management three times per year and

are updated on climate‑related risks and

opportunities by the Responsible Business

Steering Committee, including progress

against goals and targets.

The Audit & Risk Committee also meet

three times a year and review these

climate‑related risks and opportunities

within the risk reporting activities.

As of FY24, climate‑related issues are a

standing agenda point at all Responsible

Business Committee and Audit & Risk

Committee meetings.

Both the Responsible Business Committee

and the Audit & Risk Committee receive

updates in preparation for Board strategy

meetings, which have included issues such

as:

• The impact of Carbon Border Adjustment

Mechanism and near shoring plans on our

supply chain strategy

• Manufacturing efficiency and reduced

carbon footprint through investment in

production equipment and the review

of best practice and in/outsourcing

decisions for secondary operations

• The potential for innovation in products

and material developments in partnership

with key customers

• Opportunities to offset energy supply

challenges in Europe by installing solar

panels and switching to green energy

contracts

The Board consider climate‑related issues

when reviewing and guiding strategy

and setting and reviewing performance

objectives. The carbon emission reduction

target is linked specifically to the Executive

Directors’ annual bonus incentive through

the Remuneration Committee. For further

details see page 112.

The Board monitors and oversees progress

against goals and targets for addressing

climate‑related issues through the updates

provided by the Responsible Business

Committee and through presentations on

key topics from Management.

b. Describe management’s role

in assessing and managing

climate-related risks and opportunities

Compliance level – Full (FY23: full)

The Responsible Business Steering

Committee supports the business teams

in assessing, monitoring, and managing

climate‑related issues and reporting

the results to the Responsible Business

Committee through the standing agenda

items.

Assessment of risks and opportunities

includes the identification of related

business activities and any potential

material impact. The Responsible Business

Steering Committee meets three times

a year as a minimum and also reports

to the Responsible Business Committee

three times a year on climate‑related risks

and opportunities in accordance with the

standing agenda.

Our Board and Committee framework is

described on page 79.

The Responsible Business Steering

Committee Chair is the owner of the

climate‑related principal risks and is

responsible for nominating subject matter

experts to take part in risk analysis and

scoring activities as well as identifying

controls and ensuring any necessary

mitigating actions are implemented across

the business.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

Governance continued

b. Describe management’s role

in assessing and managing

climate-related risks and opportunities

continued

Throughout the year, risk owners and subject

matter experts take part in deep‑dive risk

reviews and presentations to the Board.

The Steering Committee Chair works

with the Executive Leadership Team to

ensure that the climate‑related risks and

opportunities are addressed through the

regional and functional teams.

Our Board and Committee framework on

page 79 shows the relationship between the

Board, its Committees and theleadership

groups.

During FY23 a broad range of

climate‑related risks and opportunities

were identified and in FY24 we built

on this work and engaged with our

network of champions to understand how

climate‑related issues affect each of our

sites on a geographical basis.

In FY25 we plan to establish key risk

indicators for our principal risks, which will

improve the way we monitor climate‑related

issues across the business.

Strategy

Disclose the actual and potential

impacts of climate-related risks and

opportunities on the organisation’s

businesses, strategy and financial

planning where such information

ismaterial

a. Describe the climate-related risks

and opportunities the organisation has

identified over the short, medium and

long term

Compliance level – Full (FY23: partial)

Climate‑related risks and opportunities are

reviewed and prioritised based on their

strategic importance and potential financial

impact on the business, including the

business activities where the impact would

occur.

The areas of materiality are provided

for each of the climate‑related risks and

opportunities, which are shown on pages

58 to 62.

We have linked our climate‑related risks

and opportunities, as well as our principal

risks to our viability statement, see pages

76 and 77.

We have identified sustainability and climate

change as a principal risk, see page 70,

and we have also identified a further five

climate‑related issues that have a material

impact on our business, see pages 58 to 62.

In FY23 we carried out basic qualitative

analysis of our climate‑related risks in order

to establish the most appropriate time

horizons for reporting our climate‑related

risks and opportunities, particularly with

consideration of the timescales for net zero

targets. In FY24 we aligned our CDP time

horizons with these periods to remove any

inconsistency in our reporting: Shortterm

0‑3 years, medium term 3‑15 years,

longterm 15‑25+ years.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

Description Why we think it’s important How we are mitigating the risk Key data

Carbon Border Adjustment

Mechanism (CBAM)

CBAM is a short to medium‑term

transition risk both for our European

sites who are now submitting reporting

data and for our manufacturing sites

outside of Europe that are providing

data for their customer base in Europe.

CBAM applies to steel fasteners and

will require advanced purchase of

carbon certificates as payment of the

tax, which will need to be passed on to

customers.

Differences between CBAM schemes

in Europe, UK and USA will add

complexity to managing and submitting

data and are likely to drive resource

requirements at our sites and in our

supply chain until a technological

solution is developed within the

industry.

Links to principal risks:

Sustainability and climate change

page70

Supply chain resilience page 72

Legal or regulatory non‑compliance

page69

The carbon price is expected to

increase significantly as a result of

global climate change mitigation based

on weighted global averages for carbon

prices. Source: IIASA NGFS Climate

Scenarios Database, REMIND model.

In the short to medium term we expect

that this will drive improvement in the

efficiency of production equipment as

well as support development and wider

commercial availability of ‘green steel’

for use in fastener production.

Where manufacturing efficiency can’t

be improved significantly, we would

expect to see an increase in engineering

product development and onshoring

of manufacturing processes based on

customer manufacturing locations,

which is currently constrained by

machine capacity across the fastener

industry outside of Asia.

We are following the EU CBAM

phases, with initial submissions from

our European sites based on the

standardised commodity code data.

We have carried out an initial

assessment of reporting readiness

from our suppliers based on our

EU‑imported products and we have

reviewed variances in data from similar

sources.

We have carried out basic qualitative

modelling of the carbon price under

different climate change scenarios

to understand how changes in price

may impact the cost of import over

our short, medium and long‑term time

horizons.

We are investing in resource to support

training and development within our

supply chain.

We are working with industry groups in

the UK and Europe to improve CBAM

reporting mechanisms and models for

fasteners.

Category

Transition risk

Metrics links

Scope 1 and 2 emissions from our factories

pages 48 to 50

Scope 3 emissions from our purchased

products page 49

Specific materiality

Cost of CBAM reporting administration at

our sites in Europe and our manufacturing

sites outside of Europe

Cost of supply chain development to

provide data

Cost of data management resources and

technology

Cost of carbon certificates purchase

Time horizon

Short Medium Long

Material impact

Low Medium High

Read more about

Stakeholder engagement page 26

Paving the way for fair climate trade

page51

Sustainable operations page 52

Strategy continued

Climate-related risks and opportunities

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

Description Why we think it’s important How we are mitigating the risk Key data

Supply chain disruption

Increases in extreme weather events

as a result of climate change resulting

in floods, fires and landslides are likely

to cause disruption to local transport

networks in our supply chain.

Links to principal risks:

Sustainability and climate change

page70

Supply chain resilience page 72

We make, buy and sell fasteners to

our global customer base, and we

operate in 16 countries. Maintaining

excellent quality and service through

our fastening supply solutions is a key

aspect of our business strategy. We

have established a network of trusted

global suppliers as well as a global

logistics network.

We have previously seen that disruption

events such as extreme weather and

pandemics drive customer desire for

onshoring of products to minimise the

impact of disruption, but manufacturing

capacity across the fastener industry

continues to make this challenging and

is often deemed to be cost‑prohibitive

by customers.

We expect this risk to persist at today’s

global temperature, and to increase

in severity with any further rise in

global temperature, resulting in higher

operating costs across the industry,

for both transportation of product

and potential disruption of customer

assembly processes.

Our ‘Think Global, Act Local’ approach

includes:

• Supply chain owners assigned to

suppliers

• Shipping company data analysis

• Disruption events managed by

designated supplier and customer

support teams

• Near shoring our global supply chain

where possible

• Approved Vendor Quality &

Sustainability Agreements

In FY25 we plan to develop our

‘Sustainable Supply Chain Strategy’,

including aspects such as how we map

our supply chain, and measurement of

onshoring success, which will help us

identify further opportunities.

Category

Acute‑Physical

Metrics links

Scope 3 purchased goods and services data

page 49

Specific materiality

Cost of disruption

Cost of expedited deliveries to customers

as a result of supply chain disruption

Reputational damage

Potential loss of a customer

Time horizon

Short Medium Long

Material impact

Low Medium High

Read more about

Supply chains page 51

Stakeholder engagement pages 24 to 26

Strategy continued

Climate-related risks and opportunities continued

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Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

Description Why we think it’s important How we are mitigating the risk Key data

Carbon footprint of

manufacturing processes

The high‑carbon intensity of traditional

fastener manufacturing processes,

and the associated secondary

processes such as heat treatment and

plating, is considered a medium‑term

transitionrisk.

Machine efficiency improvements

can be made to existing equipment,

but improvements in technology and

materials are also required.

Heat treatment processes depend on

the use of heat and gases to change

the material properties of metal

components, typically improving their

strength, or changing their failure mode

in a specific design application.

Plating and coating processes are used

to improve the corrosion performance

of fasteners and to apply lubricants or

locking features.

Links to principal risks:

Sustainability and climate change

page70

Product failure page 73

The speed at which new technology

becomes commercially available is

expected to be driven by tightening

regulation (and increasing cost) of

traditional processes, which we have

seen previously with the phase‑out

of hexavalent chrome from fastener

plating processes.

Carbon Border Adjustment Mechanisms

(CBAM) and their associated costs are

based on the end‑to‑end manufacturing

process, with older equipment having a

lower efficiency than newer machines.

Investment in new manufacturing

equipment that is Industry 4.0

compliant to improve efficiency at our

TR Italy manufacturing plant.

Refurbishing the in‑house heat

treatment line, to improve efficiency at

our TR Italy manufacturing plant, with

initial results showing a 16.8% reduction

in gas consumption.

Removal of the in‑house electroplating

facility at our TR Italy manufacturing

plant, with product processing

moved to a more efficient third‑party

processing plant.

Use of solar panels to generate

electricity at our TR Italy site.

Manufacturing best practice review

across Taiwan, Singapore and Malaysia.

Category

Transition–technology

Metrics links

Scope 1 and 2 emissions from our factories

pages 48 to 50

Specific materiality

Cost of replacing manufacturing equipment

to improve efficiency

Cost of losing business in Asia for products

supplied to customers in Europe and USA

Cost of outsourcing carbon intense

processes to suppliers with new technology

Improved operating efficiency

Time horizon

Short Medium Long

Material impact

Low Medium High

Read more about

Design for environment page 51

Sustainable operations page 52

Strategy continued

Climate-related risks and opportunities continued

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

Description Why we think it’s important How we are mitigating the risk Key data

Carbon footprint of products

As well as the carbon footprint of

fastener manufacturing processes,

we consider that the carbon footprint

of the fasteners themselves is a

medium‑term transition risk.

The high‑carbon footprint of traditional

metal fasteners is expected to be

highlighted by product‑specific Scope

3 declarations for our own CBAM

reporting and in response to customer

requests for product‑specific data to

support their own CBAM reporting.

Links to principal risks:

Sustainability and climate change

page70

Increasing awareness of product‑specific

carbon footprint is expected to drive

customer requirements for low‑carbon

product solutions for existing

applications, followed by a more

substantial change in customer product

requirements.

Both of these anticipated outcomes

are viewed as opportunities for our

engineering and innovation teams;

however, our ability to maximise

these opportunities and keep up with

developments in engineering materials

will be dependent on our investment in

engineering innovation.

Product simplification, weight

reduction, and innovation projects with

our customers.

In‑region purchasing of steel and

purchasing from sustainable electric

ARC processes where possible.

Investment in product development to

support increased recycled content of

components.

Review of manufacturing methods

and transfer from bar turning to cold

forging processes for key products.

Category

Transition risk – reputation

Metrics links

Scope 1 and 2 emissions from our factories

pages 48 to 50

Scope 3 emissions from our purchased

products page 49

Specific materiality

Impact of near shoring products from Asia

to European and US regions

Impact of reduced demand for traditional

fastener products

Cost of outsourcing carbon‑intensive

processes to suppliers with new technology

Cost of purchasing raw materials from

sustainable sources

Investment in innovation

New opportunities based on product

developments and innovation

Time horizon

Short Medium Long

Material impact

Low Medium High

Read more about

Design for environment page 51

Sustainable operations page 52

Design for recyclability page 52

Strategy continued

Climate-related risks and opportunities continued

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

Description Why we think it’s important How we are mitigating the risk Key data

Market sector changes

Over the last three years we have

witnessed changes in our customer

market sectors, particularly with the

growth of the electric vehicle and

renewable energy sectors.

Industry and technology changes in

the future may lead to the reduction

of traditional fastener applications and

provide opportunities in a range of new

and emerging sectors.

Links to principal risks:

Sustainability and climate change

page70

Operation in a volatile

macroenvironment page 68

In the short term (0‑3 years) we expect

that there will be changes in traditional

market sectors, with the emphasis on

sustainable improvement for existing

products.

In the medium term (3‑15 years) we

may see the emergence of new market

sectors, driven by developments in

materials and technology to improve

sustainability.

Historically we have always been able

to follow market sector developments

by supporting our customers in new

regions and through new projects.

Step changes in technology and the

emergence of new industries to meet

climate change solutions are likely to

come from different sources, such as

innovation and technology centres,

and will require different methods of

customer engagement.

Alignment of value proposition with our

core customer needs and expectations.

Development of our Connect360

customer engagement solution to

support market sector analysis and

identification of opportunities.

Focus on anticipated high‑growth

sectors.

Investment in product development.

Category

Opportunity – Markets

Metrics links

Percent revenue by sector page 31

Specific materiality

Potential value of market sectors at risk

Potential value of market sector

opportunities

Impact of reduced demand for our

customers’ products

Time horizon

Short Medium Long

Material impact

Low Medium High

Read more about

Our new strategic direction page 12

Design for recyclability page 52

Strategy continued

Climate-related risks and opportunities continued

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

Strategy continued

b. Describe the impact of

climate-related risks and opportunities

on the organisation’s businesses,

strategy and financial planning

Compliance level – Full

(FY23:notcompliant)

At Group level, our function‑based financial

planning and budget approval includes

consideration of resource requirements

to support the regional business teams,

including CBAM supply chain development,

innovation and product development

through our engineering teams. Details of

the financial considerations can be found on

page 169.

Our site‑based financial planning and

budget approval processes include planning

for local actions, such as site transition to

green energy contracts and introduction

of renewable energy, where feasible. In

FY23 we introduced our TRuProfit™ model

to ensure visibility of product and service

costs, and we expect this model to be key

to the ongoing analysis of the impact of

climate‑related costs across our business.

Extreme weather events may cause damage

to our facilities and consequently disrupt

our operations, and physical impacts are

assessed at site level as part of the business

insurance process.

c. Describe the resilience of the

organisation’s strategy, taking into

consideration different climate-related

scenarios, including a 2°C or

lowerscenario

Compliance level – Full

(FY23:notcompliant)

Our new strategic direction is based on our

four strategic initiatives:

• Margin management

• Focused growth

• Organisational effectiveness

• Operational efficiency

Our Business Model is built on three key

competitive strengths:

• Supply chain simplification

• Engineering

• Manufacturing

See page 18 for more information.

Each of these areas are key to the

sustainability of our organisation and is

clearly linked to the climate‑related risks

and opportunities that we have identified.

During FY23 we carried out qualitative

scenario mapping to support our

understanding of climate‑related risks and

opportunities, which we expanded in FY24

to consider the specific geographies of

oursites.

In FY24 we also used carbon price

predictions from the IIASA NGFS Climate

Scenarios Database, REMIND model to

understand how changes in the carbon

pricing may impact our European imports

inthe following scenarios:

• Net zero 2050

• Divergent net zero

• Nationally determined contributions

The three scenarios were chosen to provide

the widest range of outcomes.

In order to gain the greatest understanding

of the potential changes, we used a

constant volume of imported goods and did

not take into account the introduction of

other regional CBAM schemes.

We used a single commodity code for steel

products, and we assumed a constant

default CO

e value based on the current

published figure without making any

adjustment for secondary operations for

products.

Our increased understanding of the likely

impact of CBAM on our organisation and

on the wider fastener industry has led us

to prioritise engagement with our suppliers

and internal teams on reporting data and

we have carried out initial benchmarking on

e calculations across key suppliers.

Understanding the administrative burden

of the reporting has led us to engage

with industry groups in lobbying for

improvements to the European scheme, and

with the UK Government consultation on the

proposals for UK CBAM.

The creation of our sustainable supply chain

strategy in FY25 will further support this

work.

We have used the CBAM modelling as an

input to our viability statement see page 76.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

Risk management

Disclose how the organisation

identifies, assesses and manages

climate-related risks

a. Describe the organisation’s

processes for identifying and assessing

climate-related risks

Compliance level – Full (FY23: partial)

Our site‑based operational teams and our

regional and functional teams identify,

assess, own and manage climate‑related

risks and opportunities, including those

linked to climate‑related regulatory

requirements. Throughout the year the

Responsible Business Steering Committee

and the interim CFO have received training

from external advisers regarding new and

changed climate‑related legislation and

horizon scanning for future changes.

Information is shared through our regional

and functional management structure and

updates are provided to the Responsible

Business Steering Committee, who consider

the wider risk to the Group as well as trends

in climate‑related risks and opportunities.

The Network of Champions also provide

feedback directly to the Steering Committee

and functional and regional managers

identify and alert senior management to

emerging issues and changing risk scenarios

through the normal course of their work.

All principal risks and opportunities are

reviewed and scored for impact and

likelihood quarterly by the risk owner

and their nominated subject matter

experts, they are also reviewed by the

RiskCommittee.

The risk department carry out horizon

scanning activities and risk analysis to

support the business teams and risk owners

and to identify any emerging risks including

new or changing climate‑related legislation.

b. Describe the organisation’s

processes for managing

climate-related risks

Compliance level – Full

(FY23:notcompliant)

See page 66

Climate‑related risks are managed within

our enterprise risk management framework.

Decisions about how to mitigate risk are

made based on the impact and likelihood

of the risk occurring, and the cost of

additional actions against the specific

materiality for each area of the business.

Group activities are guided by the members

of the Steering Committee working with the

business teams, e.g. to reduce Scope 1 and 2

emissions.

Physical risks are managed within

operational regions and sites, where the

teams establish and maintain business

continuity plans. Our ISO 14001 certification

underpins our environmental risk

management.

c. Describe how processes for

identifying, assessing and managing

climate-related risks are integrated

into the organisation’s overall risk

management

Compliance level – Full (FY23:partial)

The impact of climate change on the

Group’s profitability is included as a

principal risk due to the wide range of

material impacts identified for both the

associated risks and opportunities. Supply

chain resilience is also considered a

principal risk and includes an element of

climate‑related supply chain disruption.

The Company Secretary is the Executive

Leadership Team member with management

responsibility for climate‑related matters

and reports directly into the CEO on

these issues. This includes developing

and implementing transition plans,

assessing and managing climate‑related

risks and opportunities and integrating

climate‑related items into Group strategy.

The Company Secretary and members

of the Responsible Business Steering

Committee provide climate‑related updates

to the Responsible Business Committee,

with support from specialist internal teams,

Network of Champions and third‑party

advisers.

Climate‑related risks and opportunities

are fully integrated in our enterprise risk

management system, which allows us to

identify where risks are linked through

cause and effect relationships. See our

approach to risk management on page 66.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

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

organisation to assess climate-related

risks and opportunities in line with its

strategy and risk management

Compliance level – Partial (FY23: not

compliant)

Our climate‑related risks are linked to our

Scope 1, 2 and 3 GHG emissions, and our

climate‑related opportunities are linked to

our percentage revenue by market sector.

During FY25 we will increase the range

of metrics that we use to manage our

climate‑related risks and opportunities.

We have previously reported our Scope

1, Scope 2 and Scope 3 emissions, where

Scope 3 included only business travel.

During FY24 we expanded our Scope

3 reporting to include the following

categories:

• Category 1: supply chain emissions from

purchased goods and services

• Category 7: employee commuting

• Category 15: investments

We have re‑stated our FY23 emissions to

include this data.

b. Disclose Scope 1, Scope 2 and, if

appropriate, Scope 3 greenhouse gas

(GHG) emissions, and the related risks

Compliance level – Full (FY23: partial)

Our emissions data is provided on pages

48 to 50, and shows that our total emissions

and all our emissions intensity factor metrics

have decreased in FY24 compared to the

previous year.

GHG emissions:

• Absolute Scope 1, Scope 2 and Scope 3

emissions

• Total emissions by region and business

type

• Hours worked as FTE (Full Time

Equivalent)

• Revenue – per £1k revenue

• Tonnes of CO

e per m

(square metres of

floor space occupied by the Company)

In establishing our NDC we transferred

existing stock from our UK sites into

our new warehouse, which as a specific

activity adds to our UK emissions; however,

the reduction in our UK footprint and

the anticipated improved stock holding

efficiency is expected to support a

reduction in UK emissions over the next

twoyears.

Closure of our UK manufacturing division

will have reduced Scope 1 and 2 emissions;

however, the equivalent emissions will have

been added into Scope 3.

The complexity of emissions calculations

has led to the use of standardised data

for fastener commodities, including EU

emissions factors for CBAM reporting and

the use of spend‑based analysis to calculate

Scope 3 purchased goods and servicesdata.

We are working with our factories and our

supply chain to improve reporting data,

and we have committed to establishing our

sustainable supply chain strategy in FY25.

By expanding our Scope 3 emissions

reporting, we have started the process to

understand the year‑on‑year comparison,

which will allow us to set targets for our

Scope 3 reduction in FY26.

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.

c. Describe the targets used

by the organisation to manage

climate-related risks and opportunities

and performance against targets

Compliance level – Partial

(FY23: partial)

Our key climate‑related target is the

reduction of Scope 1 and 2 GHG emissions

by 67.2% by 2035 against the 2019 baseline

(equates to a 4.2% reduction annually). In

FY24 we have started to formally define our

transition plan for Scope 1 and 2 emissions

to be net zero by FY35.

20% of our Executive remuneration annual

bonus targets are linked to the execution of

the transformation plan and include specific

sustainability objectives see page 112.

As we increase our range of metrics,

we also plan to improve the use of targets

in managing our climate‑related risks

and opportunities.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Climate-related Financial Disclosures continued

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, which includes the determination of

the nature and extent of risk it is willing to

take to achieve its strategic objectives. Our

Risk Management Policy defines how we

expect risks to be identified, assessed and

managed across our organisation.

Risks are described in terms of their impact

and their likelihood and considered both

before and after mitigation, which helps us

review the effectiveness of our controls and

risk treatment. Our risks are categorised

within our risk framework, which helps

us to ensure that our risk identification is

comprehensive. A detailed annual review of

risk is carried out and the effectiveness of

our risk management and internal controls

system is reviewed twice a year by the ARC.

Our Group Risk Committee meets

three times a year to ensure that our

risk assessment and reporting remains

proportionate, aligned, comprehensive,

embedded and dynamic (PACED). Our

principal risks are reviewed quarterly by the

risk owners and their nominated subject

matter experts and the results of the review

are fed into the Group Risk Committee.

The nature of our risks

Over the last 12 months there have

been changes to both the internal and

external context of our organisation. We

have considered these changes and the

types of disruption that could affect our

operations to help us identify and define

risks, including emerging risks. We have

used a combination of horizon scanning,

cross‑functional collaboration and external

sources (such as industry forums and global

risk reports) to support our understanding

and interpretation of risks.

Externally, we have seen ongoing changes

and uncertainty in the macroenvironment,

which is creating a ‘new normal’ in the way

that we work and an increase in the agility

we need to demonstrate in responding to

external challenges. We have also seen the

impact of increased reporting requirements

such as Carbon Border Adjustment

Mechanism (CBAM), and plastic packaging

taxes across all levels of our supply chain,

as well as the increasing severity of the

physical effects of climate change across

transport networks globally.

Internally, leadership changes have brought

a new ‘tone from the top’, delivering a

more compliance‑focused culture. We have

established our UK National Distribution

Centre (NDC), allowing us to consider a

wider range of technological solutions to

improve our process control and efficiency,

whilst reducing our operational teams

in some of our established geographical

locations.

These changes are reflected in our emerging

risks and in our principal risks.

Our approach to risk management

Our risk department was established in

2022 and initially set out to review and

define the principal risks along with the

leadership team. Over the last two years

we have been improving and refining our

approach to risk management, including

the way that we describe our risks. We use

a system of Enterprise Risk Management

(ERM) which brings together all aspects

of risk into one framework, including

climate‑related risks and opportunities.

During FY24 we focused on developing our

risk maturity and we carried out extensive

risk review sessions with our functional and

regional teams, as well as exploring risk

themes linked to compliance.

In describing our principal risks we

have identified links to our strategy and

viability assessments. We have identified

sustainability and climate change as a

principal risk, and we have also identified

five climate‑related risks which are

described on pages 58 to 62.

In establishing our risk appetite we have

considered the changes to our internal and

external context, and their impact on our

business model and strategy.

Emerging risks

Agility and speed of adaptation

In a rapidly changing world our ability

to recognise each new challenge and

opportunity as they develop and work with

our suppliers to deliver customer solutions

is critical to delivering our strategy.

AI and disruptive technology

Advances in technology help us to

continually improve our customer service,

and we anticipate that the use of AI in

industry will produce a step change in

technological solutions. The uncontrolled

use of AI also brings a significant change in

online threats and methods used to bypass

cybersecurity.

Inventory management

In establishing our UK NDC we have packed

and shipped products from our existing

UK sites into one warehouse, requiring

additional controls and management

activities to ensure that the stock integrity

is protected. There is opportunity to

consolidate stock of the same items that

were previously held at each location and

improve inventory management.

Business continuity planning

The creation of the UK NDC increases the

impact of any risk event on our customer

service and drives a need for changes in

our business continuity planning, whilst at

the same time reduces the risk from legacy

sites with known vulnerabilities including

flooding.

Product development and changing

customer requirements

Our customer needs are changing, we have

seen a strong drive for product weight

reduction for many years, more recently

our customers are focusing on engineering

solutions for sustainability including the

‘right to repair’ and recycling initiatives.

Read more about stakeholder

engagement on page 24

Read about our Board and

Committee Framework

on page79

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Risk management

Key to risks: Increase from 2023 No change Decrease from 2023

Link to viability

Business transformation

Description

There is a risk that we will fail to achieve our planned business transformation improvements

and their associated reduction in costs and efficiency enhancements

Why we think it’s important

Business transformation is fundamental

to the ongoing success of the Group

in creating and delivering value for our

customers and stakeholders, including

technological solutions and innovation.

This risk also links to potential failure

to sustain and improve operational

performance during transformation;

failure to optimise inventory; failure to

engage stakeholders; failure to drive

innovation; and failure to identify and

mitigate disruption.

As we reshape our organisation, we

inevitably introduce new risk, including

insider risk.

How we are mitigating the risk

Our new focused business strategy and

transformation plan is built on:

Defining our core strengths

• Reshaping the organisation to align

with our strategy

• Investment in transformation skills

• Investment in key account and

innovation engineering capability

• Aligning our value proposition to

selected markets and geographies

• Targeted transformation projects to

deliver agile and data‑driven solutions

What’s changed

The last few years have been challenging

for many of our customers and for our

business.

Our strategy journey will take us through

three phases: Recovery, Rebuild and

Resilience, with our initial focus on

returning to positive margin growth,

each stage will include a range of

transformation activities as our business

continues to evolve.

Risk owner: Chief Executive Officer

Materiality

Low Medium High

Risk appetite

Low Medium High

Likelihood

Possible Likely

Very

likely

Almost

certain

Impact

Individual Function Site Region Group

Read more about

CEO review page 6

National Distribution Centre page 27

Our people page 39

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our principal risks

Key to risks: Increase from 2023 No change Decrease from 2023

Link to viability

Operation in a volatile macroenvironment

Description

There is a risk that economic contraction and geopolitical instability will disrupt existing markets and value chains,

and that we will fail to take advantage of the new business opportunities that come from changes in global market

sectors and customer drive for supply chain sustainability

Why we think it’s important

Our global business teams operate across

a range of sectors and geographies, each

of which may be exposed to fluctuating

demand and a range of constraints and

opportunities.

The unpredictable nature of changes

associated with this risk makes revenue

forecasting increasingly difficult and

requires the business to have greater

flexibility in stock holding to support

customer changes.

Changes in the macroenvironment

provide opportunities in new and

emerging market sectors.

How we are mitigating the risk

We recognise the need to focus on

geographies and market sectors where

we have the best alignment between our

value proposition and customer needs,

and to support this we have carried out

an analysis of our competitive positioning.

We have identified market sectors for

future growth within our short (1‑3 years)

and medium (3‑15 years) time horizons.

Implementation of the TRuProfit™ model

through our GAD/SAM sales structure,

functional and regional business support

helps us maintain focused margin

management and value‑based customer

and supplier engagement.

Development of our ‘Connect360’

technology platform to build on value

creation opportunities, and our ‘Virtual

Engineer’ project to connect customers

to our website product listings.

What’s changed

We recognise that in the last 12 months

geopolitical risk has been normalised and

is driving requirements for greater supply

chain agility and adaption to change.

Customer demand across key market

sectors is increasingly difficult to predict

and the emphasis has shifted from the

external environment, to our ability to

adapt to changing customer requirements

and manage changing supply chain costs.

Risk owner: Chief Commercial Officer

Materiality

Low Medium High

Risk appetite

Low Medium High

Likelihood

Possible Likely

Very

likely

Almost

certain

Impact

Individual Function Site Region Group

Read more about

Our new strategic direction page 10

What our customers want page 15

Technology page 9

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our principal risks continued

Key to risks: Increase from 2023 No change Decrease from 2023

Link to viability

Non-compliance with legal or regulatory requirements

Description

There is a risk of unintentional failure to comply with international and local legal and regulatory requirements

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

The Trifast Code of Conduct is supported

by our Group policies, compliance‑based

training modules and our vision for

OneTR.

The launch of our Integrated Management

System in FY25 will support the work

of our control functions (Finance, IT,

HR, EHS, Quality and Engineering) in

setting policies and procedures, and

communicating them throughout the

business.

Our internal audits assess compliance

with Group policies, and a whistleblowing

hotline is available for use by all

employees. Insurance covers all standard

categories of insurable risk.

We monitor legislative changes, including

those relating to climate‑related matters

through external advisers, training and

engagement with national and global

industry trade associations.

What’s changed

During FY24 the Carbon Border

Adjustment Mechanism (CBAM) reporting

requirements were introduced in Europe

and similar schemes are anticipated

in other regions. We saw a range of

requirements for plastic packaging

declarations within Europe, the UK

andthe USA.

These requirements all increase the

need for data collection and reporting

from all parties in the supply chain to

demonstrate compliance. In addition,

where our customers are affected by

additional reporting requirements, these

obligations need to be supported by

upward reporting of product and supply

chain data.

Risk owner: Company Secretary

Materiality

Low Medium High

Risk appetite

Low Medium High

Likelihood

Possible Likely

Very

likely

Almost

certain

Impact

Individual Function Site Region Group

Read more about

Governance section page 78

Audit & Risk Committee report page 96

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our principal risks continued

Key to risks: Increase from 2023 No change Decrease from 2023

Link to viability

Sustainability and climate change

Description

There is a risk that sustainability and climate change risks and opportunities will impact the profitability of the business

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‑driven changes in materials

and technology are expected to create

new customer applications, new market

sectors and new opportunities.

Climate change mitigation is expected to

drive new requirements for compliance

and supporting data, as well as drive

legislation to improve sustainability.

Failure to mitigate and adapt to the

challenges and opportunities associated

with climate change may have a

significant impact in all areas of our

business.

How we are mitigating the risk

Working with our supply chain and

industry groups to meet our CBAM

reporting obligations and using published

data to understand the impact of

anticipated changes in carbon pricing on

our business.

Using a ‘Think Global, Act Local’

approach to our supply chain

management, near shoring our supply

chain where possible, and implementing

our Quality & Sustainability Agreement

with our top suppliers.

Improving the efficiency of our

manufacturing processes and using solar

panels to generate electricity where

possible.

Working with customers on weight

reduction of components and innovation

projects to increase the recycled content

of products.

Aligning our value proposition with our

core customer needs and expectations,

developing our Connect360 customer

engagement solution and focusing on

anticipated high‑growth sectors.

What’s changed

Sustainability and climate‑related issues

are increasingly driving legislation and

changing customer and stakeholder

requirements for compliance, assurance

and related data.

Introduction of CBAM reporting

requirement in Europe and consultation

underway for UK CBAM is driving

awareness of the fastener carbon

footprint, and associated actions to

improve manufacturing efficiency and

sourcing of raw materials from more

sustainable sources.

The increasing availability of renewable

energy solutions is providing

opportunities for more sustainable

electricity contracts in some of our

regions and enabling the use of direct

solar power at some of our sites.

Changes in consumer demand are driving

changes in market sectors, providing

opportunities for new and existing

customers.

Changes in materials processing

technology create opportunities for

product development, particularly in

recycled content of components.

Risk owner: Company Secretary

Materiality

Low Medium High

Risk appetite

Low Medium High

Likelihood

Possible Likely

Very

likely

Almost

certain

Impact

Individual Function Site Region Group

Read more about

Our planet page 47

Climate‑related Financial Disclosures

page 55

Climate‑related risks and opportunities

page 58

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our principal risks continued

Key to risks: Increase from 2023 No change Decrease from 2023

Link to viability

Cyber intrusion and data loss

Description

There is a risk of failure to adequately protect against cyber fraud and information security risks at a global level

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

geo‑political tensions which could

increase the risk of cyberattacks.

How we are mitigating the risk

We have Group IT support for our

networked applications.

We use a combination of in‑house and

third‑party penetration testing.

We carry out regular Cybsafe training and

awareness campaigns.

We maintain our Cyber Essentials

certificate and insurance.

We use cloud‑based software solutions

wherever possible

We have segregation within our IT

infrastructure.

What’s changed

Cyberattacks are becoming

more sophisticated and frequent,

advancements in artificial intelligence (AI)

have become pivotal in both offence and

defence. Cyber criminals increasingly use

AI‑driven tools to orchestrate targeted

attacks, and organisations must leverage

powered security solutions to anticipate

and mitigate emerging threats.

Cyberattacks are increasingly aimed at

companies such as our high‑profile OEM

customers. Attackers have been known to

exploit weaknesses in the supply chain to

gain access to OEM systems.

Risk owner: Global Technology Director

Materiality

Low Medium High

Risk appetite

Low Medium High

Likelihood

Possible Likely

Very

likely

Almost

certain

Impact

Individual Function Site Region Group

Read more about

Operation in a volatile macroenvironment

page 68

Non‑compliance with legal or regulatory

requirements page 69

Business transformation page 67

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our principal risks continued

Key to risks: Increase from 2023 No change Decrease from 2023

Link to viability

Supply chain resilience

Description

There is a risk that the supply chain is not resilient enough to support the changing market expectations for supply chain reporting

Why we think it’s important

An effective, efficient supply chain is

fundamental to maintaining a competitive

edge, and the resilience of our suppliers

is key to maximising commercial

opportunities in new and emerging

market sectors.

In the last 12 months, we have seen

significantly increased administration

requirements and associated costs linked

to product compliance declarations.

Increasing exposure of the supply

chain to end customers through

declarations and compliance audits

may result in an increased interest in

customers purchasing direct from our

manufacturers.

How we are mitigating the risk

Our transformation strategy builds on

defining our core strengths and reshaping

the organisation to align with our

strategy, which includes focused supply

chain engagement through supplier

account owners.

We are working with industry groups

to understand new and emerging

compliance‑based reporting

requirements (such as CBAM).

We are working with our core

supply chain to implement our

Quality&Sustainability Agreement

and toidentify where supply chain

development initiatives may be required.

What’s changed

Flow‑down of the German Supply Chain

Due Diligence Act through our key

customers.

The introduction of CBAM reporting for

product supplied to Europe.

Plastic packaging tax in UK and Europe.

Changes in supply chain requirements in

India.

Increasing tariffs and anti‑dumping duties

as a result of geopolitical and market

instability.

Risk owner: Global Supply Chain

Director

Materiality

Low Medium High

Risk appetite

Low Medium High

Likelihood

Possible Likely

Very

likely

Almost

certain

Impact

Individual Function Site Region Group

Read more about

Supply chains page 51

Ethical business practices page 53

Carbon Border Adjustment Mechanism

page 58

Supply chain disruption page 59

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our principal risks continued

Key to risks: Increase from 2023 No change Decrease from 2023

Link to viability

Product failure

Description

There is a risk of product failure in customer applications resulting in non‑compliance with standards,

financial loss and reputational damage

Why we think it’s important

Fasteners are designed to perform

a specific function within a finished

product, and their safe use is reliant not

only on the manufacturing processes by

which they are produced, but also the

design specification and selection for

their intended use.

Technical review of customer orders

through the discipline of Advanced

Product Quality Planning (APQP)

has always been a key aspect of our

automotive new business process.

How we are mitigating the risk

In our manufacturing sites, our engineers

work to refine tool design, production

processes and efficiencies, to ensure that

parts are manufactured to the correct

specification, are fit for purpose and that

the quality is right first time.

Our engineers look for opportunities to

take part in customer Value Analysis and

Value Engineering (VAVE) initiatives and

engagement of Trifast engineers in the

design process allows fully integrated

fastener solutions.

Our widespread experience in multiple

applications and markets allows us

to support customers in making the

best design decisions, and our ‘Virtual

Engineer’ project is designed to connect

customers to our website product listings.

What’s changed

Changes in national and international

fastener standards, including the

withdrawal of legacy standards, are

highlighting gaps in fastener engineering

knowledge throughout the industry.

Climate change and sustainability are

driving improvements in manufacturing

and materials technology as well as

the need to reduce component weight

and increase the recycled content of

components.

Risk owner: Global Head of Quality

Materiality

Low Medium High

Risk appetite

Low Medium High

Likelihood

Possible Likely

Very

likely

Almost

certain

Impact

Individual Function Site Region Group

Read more about

Design for environment page 51

Carbon footprint of products page 61

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our principal risks continued

Key to risks: Increase from 2023 No change Decrease from 2023

Link to viability

Failure to attract, engage and retain talent

Description

There is a risk that we will fail to engage employees in each of the phases of our transformation plan

Why we think it’s important

Our people are our biggest asset so our

ability to retain and develop talent is key

to the delivery of our strategy. Talent

management is one of the key drivers

of our success, and our learning and

development programme is crucial to

upskilling our people, retaining top talent

and attracting new candidates in an

increasingly competitive marketplace.

We have a loyal, skilled and experienced

team who have helped us deliver the

initial stages of our transformation plan

and we rely on our ability to attract,

engage and retain talent to meet our

objectives.

How we are mitigating the risk

Our One TR initiative will help us deliver

our vision across the organisation and

embed our culture supported by new

values.

We are creating a direct alignment

between our company culture and our

reward strategy.

We have adopted a top‑down approach

to internal communication through CEO

videos, regional and functional flow‑down

of information through the Executive

Leadership Team and Senior Leadership

Teams, which supports the alignment of

staff with strategic goals and objectives.

We continue to engage with our teams

through site visits, engagement surveys,

our Employee Voice and whistleblowing

programme, which are supported through

the appointment of our Designated

Non‑Executive Director for workforce

engagement.

What’s changed

We have started to reshape the

organisation to align with our business

strategy, creating a structure of four

regional leadership teams, supported by

six central enabling functions.

The results of our FY24 engagement

survey showed a reduced score, which

was expected based on the restructuring

activities in the UK. Our talent

management and succession planning is

focused on senior and business critical

roles, and is the subject of review, and

to support our strategic priorities we

have brought in additional expertise in

key areas. In light of the organisational

changes and the changing shape of our

organisation, there is an increased insider

risk.

Risk owner: Global Transformation

andHRDirector

Materiality

Low Medium High

Risk appetite

Low Medium High

Likelihood

Possible Likely

Very

likely

Almost

certain

Impact

Individual Function Site Region Group

Read more about

CEO review page 6

Stakeholder engagement page 24

Our people page 39

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our principal risks continued

Key to risks: Increase from 2023 No change Decrease from 2023

Link to viability

Failure to prevent harm in our facilities

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

Why we think it’s important

People are Trifast’s most important asset

and preventing harm to our team is a

moral obligation, and a legal requirement.

Poor performance can affect our ability

to operate efficiently, impacting on

employee retention, and resulting in

regulatory penalties and civil costs.

Process safety and personal injury

incidents at our sites can impact our

capability to service our internal and

external customers.

How we are mitigating the risk

As a part of One TR we are developing a

global approach to improving health and

safety standards and driving consistency

throughout the business.

We are developing accountability across

all our sites and regions, defining clear

objectives and targets for safety, whilst

promoting the ownership for safety

within our leadership and management

structure.

Increased performance tracking through

improved recording of lagging indicators.

Establishing appropriate leading

indicators to support proactive

improvement.

What’s changed

Supporting the health, safety and

wellbeing of our team continues to be a

core priority for our business. Over the

last 12 months our ‘Tone from the top’

has changed, increasing the focus and

prioritisation of health and safety within

the business.

Changes to our UK facilities over the

last 12 months include the set up of our

National Distribution Centre, and the use

of forward‑stocking locations.

A dedicated senior role has been created

to facilitate additional momentum and

ownership of H&S.

Risk owner: Global Environment -

Health&SafetyDirector

Materiality

Low Medium High

Risk appetite

Low Medium High

Likelihood

Possible Likely

Very

likely

Almost

certain

Impact

Individual Function Site Region Group

Read more about

Our culture and values page 11

Health, safety and wellbeing page 45

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Our principal risks continued

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 2027.

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. In assessing the Group, the Directors

considered:

• The prospects of the Group, taking into

account the potential impact of key risks

and uncertainties

• These risks are detailed on pages

67 to 75

• The Group’s current financial position,

as well as its financial projections in the

context of the Group’s cash and debt

facilities and associated covenants

• The financial position of the Group, its

cash flows and liquidity are highlighted

in the financial review on pages 28

to 35, the Group’s assessment on

going concern is detailed on page

168and169

• Its strategy and transformation

programmes

• The Group’s business activities and

strategy and other factors likely

to affect its future development,

performance and position are set out

in the strategic report on pages 10‑19

• The impact of CBAM and other

climate‑related risks on pages 58 to 62

The viability assessment period of three

years aligns with the Group’s forecasts,

the term of the RCF and availability period

of the UKEF – EDG facility (see banking

facilities section). It is also the period

reviewed by the Board in its strategic

planning process.

These financial projections are based on

a bottom‑up budgeting exercise for FY25

which has been approved by the Board

and a more top‑down view aligned to the

Group’s strategic objectives for FY26 and

FY27.

The Group’s base projections indicate that

the current cash and debt facilities and

expected future facility headroom remain

more than adequate to support the Group

over the next three years.

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

With the support of lenders and UKEF

we temporarily reduced interest cover to

3.25x for December 2023 and March 2024

quarterly covenant periods and post year

end formally agreed to amend the interest

cover covenant to:

• Up until 30 September 2025 covenant

period – 3.25x

• 31 December 2025 – 30 September 2026

covenant periods – 3.5x

• Thereafter it will return to the original

4.0x levels

Stress-testing

Management assessed the financial

impact of a number of severe but plausible

downside scenarios (both individually and

in combination) by overlaying them against

the three‑year business plan.

If future trading performance significantly

underperformed expectations, management

would maintain liquidity and continue in

operation by carefully managing the Group’s

cost base and working capital, taking

actions such as:

• More radical short‑term cost reduction

• Reducing capital expenditure

• Negotiating a further interest rate cover

amendment

• Accessing new external funding early

The viability base case has been subjected

to downside sensitivity analysis involving

flexing several of the underlying main

assumptions and sensitivities, considering

the principal risks and uncertainties set out

on pages 67 to 75.

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Viability statement

Stress – testing continued

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

33% 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

20% 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

5% 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

£10.0m in exceptional

costs, with £7.6m

increase in net debt

Material increase in

working capital due to

supply chain issues

Volatile

macroenvironment

Sustainability and

climate change

Product failure

Supply chain resilience

Supply chain disruption Ten working day

increase for all sectors

Impact of Carbon

Border Adjustment

Mechanism (CBAM)

Sustainability and

climate change

Carbon border

adjustment mechanism

Cost of CBAM estimated

from current carbon

pricing forecasts

and current volumes

imported into Europe

Further information on CBAM included in the Climate‑related Financial Disclosures on

page58.

None of the above scenarios result in a breach of our leverage covenant, however, we would

breach our interest cover covenant in all scenarios during the three year assessment period,

other than the significant one‑off expenditure or the CBAM scenarios. 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.

We continue to address the interest rate risk by managing our net debt position and are

confident that we can reduce our working capital further in 2025. Our scenario testing

assumes a worse case position and does not assume a reduction in EURIBOR, SONIA

andSOFR.

To further determine the level of downside required before the Group would be at risk of

breaching its debt covenants, the Group applied reverse stress testing to our viability case,

which indicated the following:

• A fall of c.14% in revenue (assuming reduction in EBTIDA has an equal increase on net

debt) or an increase in net debt by >£25.0m would be required before a breach in the

leverage covenant

• A fall of c.10% in revenue or an increase of >£2.5m in interest cost would be required

before a breach in the interest cover covenant

At 31 March 2024, interest cover was 3.6x (FY23: 7.8x). Forecast projections show

headroom increasing on the covenants as we see the higher interest charge months fall out

of the rolling 12‑month calculation. There is also increased focus on cash efficiency to pay

down borrowings and reduce interest charge with additional projects being considered in

FY25 to further enhance cash efficiency.

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 process supports the Directors’ statements on both viability and going concern.

The strategic report was approved by the Board of Directors on 26 July 2024 and signed

on its behalf by:

Serena Lang

Non‑Executive Chair

Trifast House, Bellbrook Park, Uckfield, East Sussex TN22 1QW

Company registration number: 01919797

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report

Governance Financial statements Additional information

Viability statement continued

Stakeholder engagement

The Board strives to ensure that we all

understand the views of the Company’s

stakeholders and that we incorporate those

views into our decision‑making process.

Throughout the year we undertook a range

of investor and shareholder meetings

on a variety of different topics, and we

look forward to further discussions with

you at our Annual General Meeting on

10September 2024. Clearly, with both

Iain and I being new to the Board, we

have ensured that we met as many TR

employees as possible when we have

visited our facilities and offices in Asia,

USA and Europe, and you can read more

about this on pages 24 and 40 (employee

engagement). Additionally, the Directors

have spent time engaging with other

stakeholders across our business, and you

can read more about this engagement on

pages 24 to 26.

Dear shareholder,

On behalf of the Board, I am pleased to

present the corporate governance report for

the year ended 31 March 2024.

The Board and its Committees had another

busy year, where we have supported both

management and Board changes, as well

as continuing to review and reframe all

aspects of our strategy and business model.

Our governance framework, described in

more detail on page 79, promotes robust

corporate governance processes and

ensures we have the necessary resources

in place for the Group to meet the strategic

objectives and measure performance

against them. We have set out some of the

most important decisions in FY24, including

the decision to review the strategy of the

Group on page 10.

The Board strives to ensure that we all understand

the views of the Company’s stakeholders

and that we incorporate those views into our

decision-making process

Serena Lang

Chair

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Chair’s introduction to governance

Board changes

We have made several changes to the

Board and Committee membership during

2023 and early 2024, bringing in new

perspectives and useful experience to

enrich our discussions and support on the

delivery of our strategy. I was delighted

to welcome both Nicholas Mills and

Laura Whyte as new Non‑Executives in

October2023 and March 2024 respectively,

and we welcome Iain Percival as Chief

Executive Officer in September 2023 and

Kate Ferguson as interim Chief Financial

Officer from February 2024. You can read

more about the appointment process

for Iain, Nicholas, Laura and Kate in the

Nomination Committee report on page 91.

We also said goodbye to Jonathan

Shearman, Claire Balmforth, Scott

MacMeekin and Darren Hayes‑Powell.

Iwould like to express my thanks to each

ofthem for their valuable contributions

to the Board over the course of their

respective tenures.

Board effectiveness

In 2023, the Board and Committees were

evaluated with the assistance of Gould

Consulting to ensure that we continue

to operate as effectively as possible

and to offer opportunities for further

enhancements. Given the Board changes

throughout the period, we have scheduled

to undertake a further review later in 2024.

Overall, I am very happy with the Board’s

input and contribution and feel comfortable

that as a collective unit, along with the

Committees, ensure robust governance

and oversight to the Company’s activities.

However, I always recognise there is room

for improvement, which is why we will

continue with our Board effectiveness

review later this year.

On behalf of the Board, I confirm that we

consider that this Annual Report, taken as a

whole, is fair, balanced and understandable

and provides the information necessary

to assess the Company’s position,

performance, business model and strategy.

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

Details of our Board Committees can

be found on the Company’s website

at www.trifast.com

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Chair’s introduction to governance continued

Conflicts of interest

The Company has a formal procedure

in place to manage the disclosure,

consideration, and if thought fit,

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 future

conflict or any material change to a

pre‑existing authorisation. Upon receipt of

any such notification, the Board considers

each conflict situation separately on its

particular facts, in conjunction with the

rest of the potentially conflicted Director’s

duties under the Companies Act 2006.

The Board retains records of any decisions

taken, authorisations granted and the scope

of approvals given, and regularly reviews

conflict authorisations previously granted.

Nicholas Mills has declared his conflict on

the basis of his role at Harwood Capital

Management, a material shareholder in

the Company. This conflict is noted in

the minutes at the start of every meeting

attended by Nicholas, 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

has any material business or other

relationships with the Company or its

management.

Directors information and advice

The Company Secretary manages the

provision of accurate, timely and clear

information to the Board at appropriate

intervals in consultation with the Chair and

Chief Executive Officer and assists with

ensuring that the Board has the policies,

processes, time and resources it needs in

order to function effectively. In addition to

formal meetings, the Chair, Chief Executive

and Company Secretary all maintain regular

contact with Directors and work together

to ensure that the Board and Committee

governance processes remain fit for

purpose.

All Directors have access to the Company

Secretary, who is responsible for advising

the Board on all governance matters.

Additionally, all Directors have access

to independent professional advice at

the Company’s expenses if they judge it

necessary to discharge their responsibilities

as Directors.

Induction, training and development

All Directors receive a full, formal and

tailored induction programme upon joining

the Board, with the programme of sessions

personalised by the Company Secretary

to reflect the incoming Director’s skills,

experience, knowledge and role within the

Board and its Committees.

Serena Lang commenced her induction

following her appointment in August

2023, with a handover from Jonathan

Shearman, followed by a visit to the Asia

operations in September, various visits to

UK and European operations from October

to February 2024, and visiting the USA

operations in March 2024. Serena has also

met and spoken to most of the material

investors, analysts, the principal brokers

and other Company stakeholders including

external legal advisers and auditors.

Nicholas Mills received a comprehensive

company induction session from the

Company Secretary when he joined in

October 2023, and has had the opportunity

to visit TR Italy (May 2024) and will visit the

National Distribution Centre in June 2024.

Laura Whyte had a comprehensive

handover from the outgoing Remuneration

Committee Chair, followed by a corporate

induction from the Company Secretary.

Laura also received a specific focus on

executive remuneration matters including

meetings with the Committee’s UK

remuneration consultants, PwC.

Under the direction of the Chair, the

Company Secretary is responsible for

arranging Board training throughout

the year and assisting with professional

development as required. Training is built

into our annual Board agenda at regular

intervals and is facilitated by both internal

specialists and external advisers. The

menu of topics is carefully designed to

develop and update Directors’ knowledge

and capabilities, with a view to enhancing

Director effectiveness on the Board and its

Committees.

During the year, the Board received

briefings on a variety of topics, including

key legal and regulatory developments,

safety developments, market developments

and the UK takeover regime.

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Chair’s introduction to governance continued

Compliance with the UK Corporate Governance Code 2018

Throughout the year ended 31 March 2024, the Company complied with all provisions of the UK Corporate Governance Code 2018 (the ‘Code’).

The Company acknowledges the revised UK Corporate Governance Code 2024, applicable to accounting periods beginning on or after 1 January 2025, with the exception of Provision

29 which is applicable for accounting periods beginning on or after 1 January 2026. During FY25, we will review the Code and comply or explain as appropriate.

The Company’s auditor, BDO, 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.

Section Compliance Read more

Board leadership and Company purpose The Board has established a clear purpose, set of values and strategy and

through its governance framework ensures these and the Company’s culture

are aligned

Pages 78 to 84

Division of responsibilities The structure of the Board and its Committees brings balance, expertise and a

comprehensive understanding of the business at all levels

Pages 79, 85 to 87 and 94 to 95

Composition, succession and evaluation The Board is sufficiently well equipped to ensure that the Group continues to be

governed by suitably qualified people with a combination of skills, experience

and knowledge to effectively lead the business

Pages 88 to 93

Audit, risk and internal control The Board has established clear policies and procedures to ensure the integrity

and compliance of the financial and narrative information. Our established

risk management and internal controls framework continues to be developed

and we have implemented key mitigation actions, lowering our residual risk

significantly in some areas

Pages 96 to 103

Remuneration There is a clear policy on executive remuneration that is aligned to the

Company’s strategy and includes measures on the Company’s ESG targets

Pages 104 to 146

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Chair’s introduction to governance continued

Length of service

Appointed to the Board on

20September2023

Key areas of expertise

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,

effective supply chain management and

manufacturingefficiencies

Length of service

Appointed to the Board on 10 August 2023

Key areas of expertise

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

Other directorships

Non‑Executive Director at Henry Boot PLC and

Ainscough Crane Hire Limited

Length of service

Appointed as interim Chief Financial Officer

on22 February 2024; joined Trifast on

21August 2023

Key areas of expertise

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

4 years; appointed to the Board on

30July2020

Key areas of expertise

Chartered accountant with extensive

experience in industry both in the UK and

internationally. Retired in 2019 as Group

Finance Director at Spectris plc

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). Clive also holds a school

governor position with St. Helen’s School,

Northwood, London, and has Directorships

with St. Helen’s Enterprises Limited

Committee memberships

Nomination Committee

Audit & Risk Committee

Remuneration Committee

Responsible Business Committee

Committee Chair

Chair | 14%

Executive | 29%

Independent

NED | 43%

NED | 14%

Male | 57%

Female | 43%

Not specified | 0%

Board

composition

as at 1 April 2024

Board

gender

as at 1 April 2024

Serena

Lang

Independent

Non‑Executive

Chair (53)

Iain

Percival

Chief Executive

Officer (56)

Clive

Watson

Senior

Independent

Non‑Executive

Director (66)

Kate

Ferguson

Interim Chief

Financial

Officer (51)

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

The Board

Length of service

Appointed to the Board on 11 March 2024

Key areas of expertise

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

Other directorships

Non‑Executive Director at Macfarlane Group

plc and Capital and Regional plc

Length of service

Appointed to the Board on 3 January 2023

Key areas of expertise

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 (2010‑2019), and

prior to that held senior management roles

with Kingspan Group plc, Baxi Group Ltd,

Lafarge SA and Caradon plc

Other directorships

Non‑Executive Director at Accys Technologies

plc, Ibstock plc and Howden Joinery Group plc

(appointed June 2023)

Length of service

Appointed to the Board on 20 October 2023

Key areas of expertise

Nicholas worked at New York based Gabelli

Asset Management from 2014‑2019 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

Other directorships

Nicholas is a fund manager and Director

of Harwood Capital LLP, who are a current

shareholder in Trifast. In addition to his

executive roles within the Harwood Group,

Nicholas is a Non‑Executive Director with

AIM listed Hargreaves Services plc and NOIX

Groupplc

Thank you to outgoing Board

members during FY24

We would like to thank each Director for

their service and contribution and wish

them and their families well for thefuture.

Jonathan Shearman

Independent Non‑Executive Chair

Resigned 14 September 2023

Scott Mac Meekin

Interim Chief Executive Office

Resigned from the Board 19 September

2023; left the Company 19 February 2024

Darren Hayes-Powell

Chief Financial Officer

Left 21 February 2024

Claire Balmforth

Independent Non‑Executive Director

Retired on 1 April 2024

Louis

Eperjesi

Independent

Non‑Executive

Director (62)

Laura

Whyte

Independent

Non‑Executive

Director &

Designated

NED (65)

Nicholas

Mills

Non‑Executive

Director (33)

Board

tenure

as at 1 April 2024

Board

age

as at 1 April 2024

<40 | 14%

40‑50 | 0%

51‑60 | 43%

>60 | 43%

<1 year | 72%

1–3 years | 14%

>3 years | 14%

Christopher Morgan

Company Secretary

Length of service

2 years; appointed as Company Secretary on

4 April 2022

Key areas of expertise

A Fellow of the Chartered Governance

Institute and solicitor, Christopher has held

senior governance, legal and compliance roles

at FTSE listed/equivalent companies in Europe

and Asia, working across sectors in energy,

engineering and automotive

Compliance

The Board recognises the importance of

its composition and diversity and remains

committed to good corporate governance.

Webelieve that a wide range of knowledge, skills

and experience are among the essential drivers

of Board effectiveness. The Board continue

to seek to specifically meet the diversity and

gender targets for UK Listed entities.

Trifast believes the structure of the Board

and its Committees brings balance and deep

understanding of the business at both Board

and operational levels.

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

The Board continued

In addition to our Chief Executive Officer

and interim Chief Financial Officer, the

Executive Leadership Team comprises

the Regional Managing Directors, Central

Enabling Function Directors and the

Company Secretary.

The teams’ composition allows the business

to be sufficiently agile and ensure that key

opportunities and operational decisions

are handled in a more effective and

appropriatemanner.

See page 82 for biography. See page 82 for biography.

Kate

Ferguson

Interim Chief

Financial

Officer (51)

Dan

Jack

Chief Commercial

Officer & MD

UK & Ireland

(50)

Iain

Percival

Chief

Executive

Officer (56)

Andy

Nuttall

MD Europe

(58)

Jeremy

Scholefield

MD Asia

(56)

Giovanni

Cespedes

MD North

America (47)

Oshin

Cassidy

Interim

Transformation

& HR Director

(57)

Christopher

Morgan

Company

Secretary (53)

Colin

Coddington

Global

Technology

Director (55)

Read more about our Executive

Leadership Team on our website at

www.trfastenings.com/company/

leadership/executive-committee

Female | 22% Male | 78%

<40 | 0%

40–50 | 22%

51–60 | 78%

>60 | 0%

Gender

as at 1 April 2024

Age

as at 1 April 2024

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

The Executive Leadership Team

The Board

One of the Board’s principal responsibilities

is the creation and delivery of sustainable

shareholder value by promoting the

long‑term success of the Company and

ensuring robust corporate governance.

The Board also determines the strategic

direction of the Group along with

their continued review of financial and

operational matters. The Board has a formal

schedule of matters specifically reserved for

it, which includes:

• Development and approval of the Group’s

strategic aims and objectives

• Approval of annual operating and capital

expenditure budgets

• Oversight of the Group’s operations

• Approval of the Group’s announcements

and financial statements

• Approval of new bank facilities or

significant changes to existing facilities

• Declaration and recommendation of

dividends

• Approval of major acquisitions, disposals

and capital expenditure

• Succession planning and appointments

to the Board and its Committees

• Review of the Group’s corporate

governance arrangements and reviewing

the performance of the Board and

Committees

• Maintenance of internal control and risk

management systems

• Approval of the division of responsibilities

between the Chair, Chief Executive and

other Executive Directors and the terms

of reference of the Board Committees

Chair

Serena Lang is Chair of the Board. The Chair

sets the Board’s agenda and promotes a

strong culture of engagement, challenge

and debate. Serena plays an important role

in investor relations and regularly liaises

with shareholders.

The Chair’s terms of reference are:

• Chairing Board meetings, setting

agendas in consultation with the Chief

Executive Officer and encouraging the

Directors to participate actively in Board

discussions

• Leading the performance evaluation of

the Board, its Committees and individual

Directors

• Promoting high standards of corporate

governance

• Ensuring timely and accurate distribution

of information to the Directors

• Ensuring effective communication with

shareholders

• Periodically holding meetings with fellow

Non‑Executive Directors without the

Executive Directors being present

• Establishing an effective working

relationship with the Chief Executive

Officer and Company Secretary by

providing support and advice whilst

respecting executive responsibility

Chief Executive Officer

Iain Percival is responsible for the

day‑to‑day management of all the Group’s

activities and the implementation and

delivery of the Board’s strategic objectives.

He promotes strong cultural values and

standards and maintains good relationships

and communications with investors and

other stakeholders. He ensures operational

policies drive appropriate behaviours, leads

the Executive Leadership Team, including

talent development and succession

planning, and manages overall business

performance.

Company Secretary

Christopher Morgan is the Company

Secretary and is responsible for governance,

regulatory and legal compliance as well

as assisting the Chair in preparation for,

and the effective running of, Board and

Committee meetings. The Company

Secretary facilitates Board and Senior

Management inductions, arranges Board

training and assists with professional

development as required. He also ensures

Directors have access to independent

professional advice, at the Company’s

expense, where they judge it necessary to

discharge their responsibilities as Directors

of the Company.

Senior Independent Director

Clive Watson, as the Senior Independent

Director and Chair of the Audit & Risk

Committee, acts as a conduit for all

Directors, providing support, advice

and guidance when required. He acts

as a sounding board for the Chair, leads

(at least annually) discussions amongst

Non‑Executive Directors on the Chair’s

performance and on succession planning

forthe Chair.

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Corporate governance report

Board meetings

There were 11 formal Board meetings during the year. All meetings were attended by all eligible Directors.

Formal meetings are supplemented, when circumstances dictate, by other meetings, often making use of secure online facilities.

Inaddition, the Chair and Non‑Executive Directors have met during the year without the Executive Directors.

Apr

May

Jun

Jul

Sep

Oct

Nov

Dec

Jan

Feb

Mar

24 Attendance

Serena Lang

100%

Iain Percival

100%

Kate Ferguson

100%

Clive Watson

100%

Louis Eperjesi

100%

Laura Whyte

100%

Nicholas Mills

100%

Jonathan Shearman

100%

Scott Mac Meekin

100%

Darren Hayes‑Powell

100%

Claire Balmforth

100%

1. Attendance percentage of meetings attended whilst serving on the Board

2. Serena Lang was appointed as Chair on 10 August 2023

3. Iain Percival was appointed as CEO on 20 September 2023

4. Kate Ferguson was appointed interim CFO on 22 February 2024

5. Laura Whyte was appointed on 11 March 2024

6. Nicholas Mills was appointed on 20 October 2023

7. Jonathan Shearman resigned as Chair on 14 September 2023

8. Scott Mac Meekin was interim CEO until 19 September 2023

9. Darren Hayes‑Powell left as CFO on 21 February 2024

10. Claire Balmforth retired on 1 April 2024

Board composition

During FY24, there were a number of

changes to members of the Board. On

1 April 2024, the Board comprised an

independent Non‑Executive Chair, two

Executive Directors and four Non‑Executive

Directors, three of which are considered to

be independent. Details of the Directors’

remuneration and terms of appointment are

set out in the Directors’ remuneration report

on pages 104 to 130.

Biographical details of the Directors are

included on pages 82 and 83.

The Executive Directorships are full‑time

positions. The role of Chair requires a

commitment of approximately two days

per month, and Non‑Executive Directors

commit two days per month. All the

Non‑Executive Directors have confirmed

their ability to meet such commitment.

EachNon‑Executive Director is required to

inform the Board of any changes to their

other appointments.

The contracts of appointment of

Non‑Executive Directors are available

for inspection on request to the

CompanySecretary.

Re-election

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.

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Corporate governance report continued

Board appointments

The appointment, replacement and

powers of the Directors are governed by

the Company’s Articles of Association,

the UK Corporate Governance Code, the

Companies Act, prevailing legislation and

resolutions passed at the Annual General

Meeting (AGM) or other general meetings of

the Company.

The Company has separate posts for Chair

and Chief Executive. The Chair leads the

Board and the Chief Executive is responsible

for the management of the Company,

implementing policies and strategies

determined by the Board.

Each Director’s availability and time

commitment to the Company is essential

in performing their role effectively. Prior

to any new appointment, the Board would

review other demands on a Director’s time

to ensure they have sufficient capacity to

commit to the role. A Director must seek

Board approval prior to undertaking any

additional external appointments.

Appropriate and relevant training is

provided to the Executive Directors as and

when required. Non‑Executive Directors are

responsible for their own relevant learning

and development activity and inform the

Nomination Committee Chair and Company

Secretary of any training undertaken.

The contracts of appointment of

Non‑Executive Directors are available for

inspection on request to the Company

Secretary.

The Chair (Serena Lang) and Senior

Independent Non‑Executive Director (Clive

Watson) confirm that, following formal

performance evaluation, the individuals

seeking re‑election continue to be effective

in contributing to the long‑term success of

the Group and demonstrate commitment to

the role.

Committee responsibilities

The Board formally delegates responsibility

to four Committees: the Nomination,

Responsible Business, Audit & Risk and

Remuneration Committees. Full terms of

reference for each Committee can be found

on our website.

Status reports from each of these

Committees are found later in this report.

Internal audit and risk management

The Board, via the Audit & Risk Committee,

formally considers the requirement for

internal audit on an annual basis as part

of its terms of reference. The Board and

Audit & Risk Committee agreed to formally

establish an internal audit function for the

business, and this was set up in May 2023.

Following the formation of the Risk

department in 2022, we have continued

to further develop our risk management

and controls framework to support our

risk appetite and culture. Working with

the operational owners of risk, we ensure

mitigation actions are effective, and we

continue to review going forward to include

our functional, regional and compliance

teams.

Going concern and viability

After making enquiries, the Directors have

reasonable expectations that the Group

has adequate resources to continue in

operational existence for the foreseeable

future. For this reason, the Company

continues toadopt the going concern basis

in preparing the financial statements.

Further information on going concern is

included in the basis of preparation in note 1.

Further information on the viability

statement and its conclusion is included

onpages 76 and 77.

By order of the Board

Christopher Morgan

Company Secretary

26 July 2024

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Corporate governance report continued

Role of the Committee

The Committee is responsible for leading

the process, and making recommendations

to the Board, for Board appointments,

ensuring 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

that 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 Senior

Management roles.

Members

• Serena Lang (Chair)

• Clive Watson

• Louis Eperjesi

• Laura Whyte

Serena Lang

Chair of the Nomination Committee

Meeting attendance

May

Jun

17 Jul

21 Jul

Aug

Sep

Oct

Nov

Feb

24 Attendance

Serena Lang

100%

Clive Watson

100%

Louis Eperjesi

100%

Laura Whyte

—%

Jonathan Shearman

67%

Claire Balmforth

89%

Read more on

page 22 to 26

FY24 highlights

• Led process for appointment

of Chair

• Led process for appointment

of Chief Executive Officer

• Led process for appointment of

Remuneration Committee Chair

Stakeholder engagement

• Engaged with various internal and

external stakeholders, including the

Group’s corporate brokers, in relation

to appointment of new Chief Executive

Officer

• Attended AGM in September 2023 and

discussed Committee’s activities with

shareholders

1. Attendance percentage of meetings

attended whilst serving on the

Committee

2. Serena Lang was appointed as Chair

on 10 August 2023

3. Laura Whyte was appointed on

11 March 2024

4. Jonathan Shearman was unable to

attend the meetings in July due to

prior personal commitments.

He resigned as Chair on

14September 2023

5. Claire Balmforth was unable to

attend the meeting in August due

to prior personal commitments. She

retired as Non‑Executive Director on

1 April 2024

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Nomination Committee report

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

and agile Board, which is well‑placed to

promote long‑term sustainable success

of the Company, generating value

for shareholders and contributing to

widersociety.

The Nomination Committee reviews the

skills, attributes and diversity represented

by the Directors on the Board and

determine whether the existing Board

composition remains appropriate to achieve

the Group’s purpose and strategy.

The Nomination Committee does this by

maintaining a skills matrix that tracks both

the skills and experience needed currently,

and those future‑facing attributes the Board

intends to develop or acquire over the

longer terms as it executes its strategy.

This matrix is then reviewed in conjunction

with individual Director tenure to assist with

the Board appointments and associated

succession planning.

The most recently approved version of our

Board skills matrix is set out below. The

charts that follow describe various elements

of diversity across the Board, and are

supplemented by our disclosures under the

UK Listing Rules.

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.

Board skills matrix

The Board skills

and attributes

matrix is reviewed

by the Nomination

Committeeannually,

considering the future

requirements

of the Board.

Independence

Industrial/engineering

Distribution operating

model

ESG

Banking & finance

Mergers & acquisitions

Audit & risk

International

Leadership

Remuneration

People/HR

Strategy/business

transformation & change

IT/Cyber

Serena Lang

Iain Percival

Kate Ferguson

Clive Watson

Louis Eperjesi

Laura Whyte

Nicholas Mills

Christopher Morgan

(Company Secretary)

Dear shareholder,

I am pleased to present an overview of

the Nomination Committee’s work during

the year ended 31 March 2024. It has been

a busy year for the Committee as valued

colleagues departed and we welcomed

new Board members.

Two of our Non‑Executive

Directors, Jonathan Shearman and

ClaireBalmforth, left the Board in the

year. Scott MacMeekin, who had been

a Non‑Executive Director for nine

years before stepping in as the interim

Chief Executive Officer in February

2023, stepped down from the Board in

September 2023, when we were pleased

to welcome Iain Percival as Chief Executive

Officer. I am very grateful to Claire,

Jonathan and Scott for their insight and

important contributions to the Board and

its Committees during their tenures, and

they leave with our best wishes for their

future endeavours.

In October 2023, we were pleased to

welcome Nicholas Mills and in March

2024, Laura Whyte as new Non‑Executive

Directors, with Laura becoming the

Remuneration Committee Chair with effect

from 1 April 2024. We also welcomed Kate

Ferguson as interim Chief Financial Officer,

following Darren Hayes‑Powell departure

in February 2024, and you can read more

on the recruitment process for this role on

page 92.

As ever, the Nomination Committee

remains dedicated to recruiting globally

recognised, industry‑leading talent, so

that Trifast colleagues see strong diverse

leaders – at both Board and Senior

Management level – who look and sound

like them. In various roles I have been

privileged to hold, including serving as

Trifast’s Chair, I have seen and embraced

the value and importance of visible

rolemodels.

If you wish to discuss any aspects of the

Nomination Committee report, or our

activities generally, with me, then please

join our AGM on 10 September 2024 at

our National Distribution Centre in Walsall.

You can also join via the Investor Meet

Company platform or send any questions

for me to our dedicated email address:

[email protected].

Serena Lang

Chair

26 July 2024

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Nomination Committee report continued

Board and Executive Leadership diversity

In accordance with the UK Listing Rules, the tables below set out our gender and ethnic representation at Board and Executive Leadership Team level.

Gender representation: Board and Executive Leadership Team as at 1 April 2024

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

Women 3 43%% 2 1 14%%

Men 4 57% 2% 5 72%%

Other categories — — — — —

Not specified/prefer not to say — — — 1 14%

Ethnic representation: Board and Executive Leadership Team as at 1 April 2024

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

White British or other White (including minority white groups) 7 100%% 4 7 100%%

Mixed/Multiple ethnic groups — — — — —

Asian/Asian British — — — — —

Black/African/Caribbean/Black British — — — — —

Other ethnic group, including Arab — — — — —

Not specified/prefer not to say — — — — —

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

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Nomination Committee report continued

Board appointment process

The Nomination Committee leads the process for appointments to the Board, ensuring that there is a formal, robust and transparent procedure in place for each appointment.

Allappointments are based on merit and objective criteria, with candidates being evaluated to assess their suitability across a number of areas, including skills, education, experience,

background and independence. Within this context, due regard is also given to promoting diversity of gender, social and ethnic backgrounds, cognitive and personal strengths, and

thebenefits that this can bring to the Board and its Committees.

The specific appointment process followed during the year in relation to the appointment of the Chief Executive Officer, Iain Percival, is described on page92. Regarding the Chair and

Non‑Executive Directors, this is described in more detail in this table.

Non-Executive Director appointment process

Candidate specification In each case, the Nomination Committee began by considering the current Board composition, existing skills and attributes matrix and tenure of individual

Directors. Given the intimation from both Jonathan Shearman and Claire Balmforth to step down from the Board, it was recognised that replacements with

prior chair or senior independent director and remuneration committee experience would be needed. It was also recognised that an additional director

with shareholder and financial investment experience would provide additional strength to the Board

Engagement of

professional advisers

and candidate review

process

In light of the global approach and strong record, leading executive search firm, Russell Reynolds Associates (RRA), was engaged to assist with profiling

candidates for the Chair position. RRA was 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 that is achieving over 30% female FTSE 350 board placements. Save for its involvement in prior

non‑executive and executive searches, RRA does not have any connection with Trifast plc or individual Directors

Later in the year, Women on Boards was engaged to assist with profiling candidates for the Remuneration Committee Chair position. Women on Boards

does not have any connection with Trifast plc or individual Directors

Interviews and

associated due diligence

Shortlisted candidates were then interviewed by the Chair, with high potential candidates then being invited to meet with other Board members, including

the Chief Executive Officer, Senior Independent Director and Chair of the Committees

Recommendation

and approval

In July 2023, the Nomination Committee unanimously decided to recommend that Serena Lang’s appointment to the Board as Chair elect. Serena

was selected on the basis that she had strong experience on listed company boards and committees, as well as wide‑ranging knowledge in company

transformations and the industrial and manufacturing sectors, by virtue of her executive career. Following Jonathan Shearman’s confirmation to retire from

the Board in August 2023, it was determined that Serena join the Board as Chair elect and following a rigorous handover that she assume the role of Chair

from 14September 2023

In February 2024, the Nomination Committee also unanimously decided to recommend Laura Whyte’s appointment to the Board. Laura’s excellent

experience in human resources, workplace culture, remuneration committees and the distribution business, in addition to her international experience

through her executive career, were all factors influencing the Committee’s decision. Following Claire Balmforth’s confirmation to retire in March 2024,

itwas determined that Laura join the Board and Remuneration Committee Chair elect and assume the role of Committee Chair from 1 April 2024

Induction Following their appointments, both Serena and Laura, and also that of Nicholas Mills in October 2023, each have undertaken a comprehensive and tailored

induction programme. Further details of our induction process can be found on page 80

Strategic report

Governance

Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Nomination Committee report continued

Board appointment process continued

Chief Executive Officer appointment process

Candidate specification The Nomination Committee commenced the search by articulating the key qualities for a Chief Executive Officer at Trifast. The specification articulated

a range of expectations in terms of strategic, leadership, operational and technical experience, as well as reflecting the personal attributes needed to

develop a collaborative and high‑performing team

Engagement of

professional advisers

and candidate review

process

The Nomination Committee engaged leading executive search firm, Russell Reynolds Associates (RRA), to assist with evaluating both internal and external

talent against the qualities identified. Having engaged with RRA in the past and given their global approach and strong track record, they provided

support to the Board in profiling candidates. RRA was 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 April 2023, encompassing a wide 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 Chair and one other Non‑Executive Director. Preferred candidates were then asked to complete additional interviews

with the Senior Independent Director and other Non‑Executive Directors. The interview process spanned the summer and autumn with regular Board

communication during this period

Due diligence and

references

Preferred candidates then completed an assessment run by River Leadership, designed to evaluate competencies, working style, drivers and experiences.

RRA assisted with the usual pre‑employment due diligence checks as well as facilitating references, and the views of the Company’s brokers were also

sought. River Leadership does not have any connection with Trifast plc or individual Directors

Recommendation and

approval

Following this robust and rigorous process, the Nomination Committee, working in tandem with the Remuneration Committee in relation to the financial

package, unanimously decided to recommend Iain Percival’s appointment to the Board for approval in August 2023. Iain was selected due to his strong

experience and leadership qualities. In particular, Iain’s significant experience of business transformation was assessed as enabling Iain to make an

immediate contribution to Trifast

Induction Following his appointment, Iain undertook a comprehensive and tailored induction programme, including a detailed handover from the interim Chief

Executive Officer, Scott Mac Meekin. This included visiting the Asia business together in the first week of his appointment. Further details of our induction

programme are found on page 80

The Company is currently following a similar approach in the recruitment process for the Chief Financial Officer. Russell Reynolds Associates were instructed in March 2024.

KateFerguson is performing the role of interim Chief Financial Officer, and her capabilities were assessed by the Chief Executive Officer, Chair of the Audit & Risk Committee

and Chair before she was appointed as interim.

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Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

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

Serena Lang, Iain Percival, Laura Whyte and

Nicholas Mills, election for the first time at

the Company’s Annual General Meeting in

September 2024.

As part of making any recommendation

to the Board in respect of elections or

re‑elections, the Nomination Committee

assesses each Director, including

considering their performance on the Board

and its Committees, the findings of the

Board evaluation review, their attendance

record during the year and their other time

commitments outside of Trifast, and their

contribution to the long‑term sustainable

success of the Company. For Non‑Executive

Directors, the Committee also considers

whether each individual 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 2023, as part of the Board

performance review process, facilitated by

Gould Consulting, details of which are set

out on page 79.

The Committee continues to fulfil its

responsibilities effectively and will be

focusing particularly on performance

reviews and succession planning into

2024/25.

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Annual Report for the year ended 31 March 2024

Nomination Committee report continued

Members

• Louis Eperjesi (Chair)

• Serena Lang

• Iain Percival

• Clive Watson

• Laura Whyte

Louis Eperjesi

Chair of the Responsible

BusinessCommittee

May

Nov

Mar

24 Attendance

Louis Eperjesi (Chair) 100%

Serena Lang

100%

Iain Percival

100%

Clive Watson

100%

Laura Whyte

100%

Jonathan Shearman

100%

Scott Mac Meekin

100%

Darren Hayes‑Powell

100%

Claire Balmforth

100%

1. Attendance percentage of meetings attended

whilst serving on the Committee

2. Serena Lang was appointed as Chair on

10 August 2023

3. Iain Percival was appointed as CEO on

20September 2023

4. Laura Whyte was appointed on 11 March 2024

5. Jonathan Shearman resigned as Chair on

14 September 2023

6. Darren Hayes‑Powell left as CFO on

21 February 2024

7. Claire Balmforth retired on 1 April 2024

Role of the Committee

The role of the Responsible Business

Committee is to ensure the understanding

and effective implementation of the

sustainability 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.

FY24 highlights

• Employment survey engagement and

feedback

• Working with RSM to develop a transition

plan

• Sustainability and CBAM incorporated in

our supplier audit questionnaires and the

work continues

• Initial engineering trials using 100%

recycled materials, whilst maintaining

acceptable product performance, have

been successful

• Increased Scope 3 emissions reporting

from purchased goods and services and

a commuter survey

Areas of focus for FY25

• Updating our sustainability strategy to

align with the new business strategy

• Continued commitment to carbon

emission reduction from our operations

and facilities

• Develop a sustainability supply chain

strategy

• Develop a diversity and inclusivity plan

• Commence audit of all governance

policies in the Code of Conduct

• Further employee training in modern

slavery, anti‑bribery and corruption and

whistleblowing

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Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Responsible Business Committee report

This year has seen further progress with

our sustainability roadmap. Following my

appointment as Committee Chair in May

2023, I have collaborated closely with the

Steering Committee to commence the

development of the sustainability strategy

and transition plan.

Being a ‘Responsible Business’ (thus the

Committee name change) and through our

sustainability agenda, we have continued

to elevate the work of the Committee and

Company with all our key stakeholders

and increasingly drive our decisions and

actions going forward. It is critical that the

Responsible Business Committee listen to all

feedback from employees and the experts,

both internally and externally, and that we

continue to incorporate insights and advice

to further inform our roadmap.

The Committee met three times this year

and focused specifically on reviewing

the progress and performance of the

Company’s activities, as well as receiving

updates on local projects, engineering

initiatives and climate‑related risks and

opportunities.

The Committee continue to support the

strong and collaborative sustainability and

governance framework of committees

and networks, which is set out in the

diagram below. The Steering Committee

is operationally focused and comprises of

representatives from engineering, supply

chain, governance, risk, HR and EHS. This

group met six times this year to review new

regulations (CBAM, Corporate Sustainability

Reporting Directive (CSRD), monitored

progress on the TCFD and climate change

risk reporting and continued to develop the

roadmap working alongside the regional

Network of Champions.

They also co‑ordinated a Group‑wide

employee commuter survey, which will

support our Scope 3 reporting and details

of which are reported on page 49.

When we first set out our sustainability

roadmap in 2021, the purpose was to

support and enable our environmental,

people‑related and governance activities

across all of the Trifast operations. However,

we purposely chose not to address

everything or report on every ESG measure.

Instead, the Company has focused on the

material strategic areas that matter most

to our stakeholders and where we can

drive and make the most positive impact.

Three years on, one of the key focus areas

is carbon use reduction across our office,

distribution operations and manufacturing

facilities and with our real estate footprint

reduction through the course of the short

term, the Committee have continued

confidence that our carbon use reduction

isachievable.

It is important that the Responsible Business

Committee works closely with other Board

Committees. Climate change risks, safety

and governance topics are reviewed at the

Audit & Risk Committee; diversity, equity

and inclusion and employee engagement

reviewed by the Nomination Committee

and the Remuneration Committee ensure

executive remuneration and incentives link

specifically to the sustainability targets.

Furthermore, sustainability is at the heart

of the Company’s new strategic plan which

is particularly important. These examples

clearly illustrate that our Committee’s

agenda and remit are not being considered

in isolation and that the Company, through

this Committee, links these important

elements of the roadmap together.

The Committee believes that improving

sustainable performance enhances the long‑

term value creation of the Company, and

ensures we continue to be a ‘Responsible

Business’.

Louis Eperjesi

Chair of the Responsible

BusinessCommittee

26 July 2024

Responsible Business Committee

Responsible

Business Steering

Committee

Network of

Champions

Executive

Leadership Team

Read more about our achievements,

commitments and key projects in

the responsible business section on

pages 37 to 54

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Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Responsible Business Committee report continued

Members

• Clive Watson (Chair)

• Louis Eperjesi

• Laura Whyte

Clive Watson

Chair of the Audit & Risk Committee

Jul

Nov

Jan

24 Attendance

Clive Watson 100%

Louis Eperjesi

100%

Laura Whyte

Claire Balmforth

100%

Role of the Committee

The role of the Committee 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.

FY24 highlights

In addition to our routine business we:

• Monitored preparations to address UK

corporate governance reforms

• Continued to review the development of

the risk management capability across

the Group and engaged in risk appetite

considerations with the management

team

• Supported and assessed the emerging

internal audit function

Areas of focus for FY25

• Oversight of the Group’s response to

the revised UK Corporate Governance

Code as regards internal controls

and development of the Audit

Assurancepolicy

• Reviewing the Company’s procedures

for detecting and preventing fraud in

response to the failure to prevent a fraud

offence introduced by the Economic

Crime & Corporate Transparency Act 2023

• In collaboration with the Group’s

Responsible Business Committee,

reviewing the sustainability strategy, to

ensure appropriate plans are in place

to meet regulatory requirements as

theyemerge

1. Attendance percentage of meetings attended

whilst serving on the Board

2. Laura Whyte was appointed on 11 March 2024

3. Claire Balmforth retired on 1 April 2024

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Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Audit & Risk Committee report

Dear shareholder,

I am pleased to present our report for the

year ended 31 March 2024, which outlines

how the Committee has fulfilled its key

objective of providing effective governance

over the Company’s financial reporting

during the year, and also highlighting our

key priorities for FY25.

Committee competence and

governance

The main activities of the Audit & Risk

Committee during the year are outlined in

the table and are in accordance with the

Committee terms of reference, which define

the requisite experience and requirements

of the Committee. The terms of reference

are reviewed annually by the Committee and

can be viewed on the Company’s website.

We meet three times during the year.

Each Committee meeting normally takes

place prior to a Board meeting, at which

an update on the Committee activities is

provided. The Committee meetings are held

to coincide with key financial reporting and

audit cycle dates.

We have the ability to call on Group

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 meet with the

Chief Financial Officer and other members

of the Group’s finance team. We are also

able to obtain outside legal or independent

professional advice if required.

The Committee considers the FY24 Annual

Report is fair, balanced and understandable,

with appropriate and required references

being made throughout the various sections.

Audit & Risk Committee meeting calendar

The calendar below sets out the matters discussed at each of our meetings during FY24

July 2023 November 2023 January 2024

• 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

taxation policies and arrangements

• Reviewed Committee report, agreeing

recommendations for approval to the

Board

• Risk review on effectiveness of risk

management and internal control

systems

• Whistleblowing update

• Internal audit plan review and audit

health check feedback

• Reviewed Committee terms of reference

• Private discussion with external auditors

• Reviewed BDO engagement letter and

fee proposal

• Confirmed the independence of BDO

• Reviewed the H1 financial statements

with particular focus on disclosures to

judgemental issues

• Risk management and internal audit

deep dive, reviewing climate change

risks and ESG roadmap, risk policy

update and whistleblowing update

• Internal audit reports and audit

effectiveness review

• Private discussion with Head of Internal

Audit

• Review of viability modelling and

proposed changes

• Considered impairment considerations

for TR Italy

• Updated on the Task Force on

Climate‑related Financial Disclosures

• Conducted review of all principal risks

• Received whistleblowing update

• Approved internal audit plan for FY25

and internal audit three‑year strategy

• Reviewed findings from internal audits

performed

• Approved Group tax strategy

• Approved Group treasury policy

• Private discussion with external auditor

and Head of Internal Audit

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Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Audit & Risk Committee report continued

Audit Committee and the External

Audit: Minimum Standard

The Company and the Audit & Risk

Committee apply the ‘Audit Committees

and the External Audit: Minimum Standard’

(the ‘Standard’) published by the FRC in

2023. The Committee report describes

how and the extent to which the Company

has complied with the provisions of the

Standard in the financial year reported.

There were no shareholder requests for

certain matters to be covered in the audit

during the year.

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 any changes therein

• Decisions requiring significant

judgements or estimates or where there

has been 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

• An assessment of the adoption of the

going concern basis of accounting and

a review of the process and financial

modelling underpinning the Group’s

viability statement

• How the impact of climate change is

considered and reflected in the financial

statements and related assessments

• The processes surrounding the

compilation of the Annual Report

and financial statements with regard

to presenting a fair, balanced and

understandable assessment of the

Group’s position and prospects

Internal control and risk management

While overall responsibility for the Group’s

risk management and internal control

frameworks rest with the Board, the

Audit & Risk Committee has a delegated

responsibility to keep under review the

effectiveness of the systems supporting

these. Further details on accountability

for risk management are provided in the

corporate governance report on page 87.

Our work in this area is supported by

reporting from the Head of Internal Audit

on the results of the programme of internal

audits completed; the overall assessment

of the internal control environment, with

reference to the results of their work, and

in addition, reporting, either verbal or

written, from Senior Management covering

investigations into known or suspected

fraudulent or inappropriate activities.

We take comfort from the work undertaken

for the Board on a review of the sources of

assurance, which are mapped against the

principal risks. In addition, the Committee

are satisfied from the audit work performed

and conclusions reached.

The Committee also receives regular

reporting on the Group’s compliance

and whistleblowing matters from the

Company Secretary, as well as the Head of

Internal Audit. This includes reviewing the

Groups whistleblowing procedures, which

provide a mechanism for employees with

concerns about the conduct of the Group

or its employees to report their concerns.

The Committee ensures that appropriate

arrangements are in place to receive and

act proportionately on any complaint

about malpractice in financial reporting or

otherwise.

The Committee also received presentations

from the Group Treasurer, Head of Risk

and Head of Tax, and monitor regular

presentations to the Board from the Head of

IT Security.

Internal audit

The Committee has a responsibility to

monitor the effectiveness of the Group’s

internal audit function. The Committee

recognise that this newly created function

for the Group is a critical component of

monitoring the control environment of the

Company.

During the year, the Head of Internal Audit

discusses with the Committee Chair on

internal audits undertaken and presents

the results of audit matters and progress

against the internal audit plan to the

Committee, with particular focus on high

priority findings and action plans, including

management responses. Private discussions

between the Committee and Head of

Internal Audit are held during the year.

The updates provide broad coverage of the

internal audit function and a good sense

of the control environment. This allows

the Committee to ensure the function is

effective, which includes assessing the

independence of the function, ensuring

that it is adequately resourced and has

appropriate standing within the Company.

One of the main duties of the Committee is

to review the annual internal audit plan and

to ensure that internal audit is focused on

providing effective assurance.

The internal audit function was established

in FY24 and initially carried out a high‑level

audit of the key financial controls across

the business, which provided information to

inform the FY25 audit plan and three‑year

audit strategy. In developing the internal

audit plan, the principal risks were

mapped to the internal controls to create

a risk‑based audit scope and to identify

internal and external resource needs for

each planned audit. Audit objectives were

established, including specific objectives, to

assess legislative or fraud‑related risks.

Detailed assurance mapping activities are

planned in FY25 using the four lines of

defence model, to support the continued

development of the internal audit plan and

the Audit Assurance policy.

The Global Internal Audit Standard (IIA) has

been adopted for planning and reporting

of internal audits and forms the basis of the

internal audit charter which will be released

in FY25.

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Annual Report for the year ended 31 March 2024

Audit & Risk Committee report continued

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. The external auditors

are BDO, who were first appointed in

November 2019.

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. Following the Committee’s

assessment this year, both the Committee

and the Board have concluded that

BDO provide an effective audit and have

recommended their re‑appointment at the

2024 AGM.

Should the auditor resign, the Committee

would be responsible for investigating the

issues surrounding the resignation and

consider whether any action is required.

Viability and going concern statement

The Committee is responsible for signing

off the going concern assessment and

viabilitystatement.

• Our going concern assessment is to

provide assurance that the Group is a

going concern and capable of funding its

subsidiaries for a minimum of 12 months

from the date of signing the accounts

• Our viability statement assesses the

long‑term viability of the Group over a

three‑year period

Both assessments require consideration of:

• The Group’s future and strategy

• The Group’s current financial position

• Financial projections including cash

flow forecasts, use of debt facilities and

associated covenants

• The impact of CBAM and other

climate‑related risks

These assessments rely on the outputs from

the budgets and forecasts prepared by

management. The Committee is involved

in the approval of these budgets and

forecasts, and challenge management

to ensure key risks and uncertainties

(including climate and wider ESG risks)

have been appropriately considered in their

preparation. In response to the increasing

risk of climate change, management

assessed the impact of CBAM for the first

time in its viability modelling. Whilst there

is no material financial impact in the short

term, the Committee highlighted the need

to consider the ancillary costs associated

with the future purchase of carbon credits

and inclusion of costs in longer‑term

projections.

To further determine the level of downside

before the Group 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 76

and 77, 87 and 55 to 65 respectively and

within the principal and emerging risks on

pages 66 to 75.

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

for commercial reasons or the customer

experiences financial distress. 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

In response to emerging requirements,

the Committee are taking a more active

role in considering sustainability matters

and reporting, particularly in relation to

the assurance of environmental, social and

governance metrics.

Clive Watson

Chair of the Audit & Risk Committee

26 July 2024

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Financial statements Additional information

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Audit & Risk Committee report continued

Minimum standard Committee activity during FY24

Financial reporting 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

Internal controls and risk

management

During the financial year, the Committee were updated regularly on the work performed by the Head of Risk and also the Group Risk Committee. 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 met three times in the year. The Committee reviews the Company’s principal risks, Group risk register and also the emerging risks. The

Technology Director and HR Director are invited to the Committee meetings to discuss functional risks. In addition, regional management are also invited to the Committee

meeting to discuss specific risks within their region or businesses

The Group Risk Committee discuss and examine risks and opportunities, risk scoring, risk appetite and mitigations, and this is then reported to the Audit & Risk Committee

by the Head of Risk. This is the second year of this type of Committee within the Company, but the Audit & Risk Committee feel that this mechanism is already providing

rigour and discipline across the Company in the risk review process

The Committee have considered the trade compliance procedures and the internal controls within the business to ensure that proper processes are in place to prohibit

sales/transactions with sanctioned countries and individuals

Focus continues to be given to the strength and depth of the finance team’s capability; the quality and efficiency of responses to findings of internal audits and also

opportunities for learnings to be shared more widely across the Group to mitigate risk of recurrence and of course to share good practice

The Committee received updates on tax and treasury strategy and risk management

Internal audit As reported in last year’s report, the Company has invested in internal audit capability. Whilst this is a new and currently two‑person function, the Committee have received

regular updates from the Head of Internal Audit, and as Chair, I have worked closely with her, offering support, advice and guidance, while she establishes the function and

audit culture within the business

Audits have been conducted in the areas stock management and inventory; expenses and adherence with the new expenses policy; and sales pipeline data validation

The results and findings of each of these matters are subsequently reported into the Committee

The following pages provide further details of the Committee’s activity in relation to FY24.

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Financial statements Additional information

100

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Audit & Risk Committee report continued

Minimum standard Committee activity during FY24

Internal audit plan The internal audit plan continues to focus the largest proportion of resource on financial assurance reviews whilst incorporating wider risk assurance coverage, both

financial and non‑financial, as described below:

The 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 within each financial year, resulting in a three‑year plan. In addition to the three‑year plan, further audits are conducted to provide assurance or

verification activities to support the business as the need arises. The Committee considered and approved the 2024 internal audit plan, noting the inclusion of ESG

assurance activity in particular

The FY25 scheduled audits are based on the following areas:

Sales and customers (including sales and revenue forecasting, customer contract fulfilment and sustainability requirements), people and payroll (including payroll and

personnel data management, and change controls), facilities (including leases, health and safety management, emergency preparedness, energy usage and emissions) and

document and data control (including preservation of company information, document retention, data management and access)

The Committee will look to approve the internal audit charter which will include a commitment to an appropriate effectiveness review for the internal audit function,

seeking internal feedback from the business, and ensuring the audits provide support and valuable feedback to business teams

As we go forward, the Committee would like to build an appropriate effectiveness review for the internal audit function, seeking feedback from the business, and ensuring

the audits provide support and valuable feedback to business teams

External audit The audit risks identified by BDO LLP remained consistent compared to last year, but the auditors collected additional evidence following the Financial Reporting Council’s

(FRC) review of BDO’s audit workpapers and documentation related to last year’s audit engagement. The key areas of focus were recoverability of customer‑specific

inventory and impairment of goodwill

BDO audit team visited TR Italy in February 2024 and field work has been carried out on a hybrid basis by competent teams across the globe

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101

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Audit & Risk Committee report continued

Minimum standard Committee activity during FY24

Auditor effectiveness The effectiveness of the external audit process is highly dependent on the appropriate risk identification at the start of the audit cycle and quality of planning. BDO present

their detailed audit plan to the Committee each year, identifying their assessment of the key risks, amongst other matters

Our assessment of the effectiveness and quality of the audit covers a number of other matters, including consideration of the auditors judgement, skills and culture, a

review of the reporting from the auditors to the Committee, a review of the latest FRC Audit Quality Inspection & Supervision Report and also seeking feedback from

management and internal audit on the overall conduct and effectiveness of the audit process and whether the agreed audit plan and any commitments made during

the process have been met. This includes whether the auditors have a good understanding of the business and sufficient knowledge of the industry, whether the level of

challenge provided by the auditors is deemed appropriate and whether recommendations have been acted upon (and if not why not)

Overall management were satisfied that there had been appropriate focus and challenge on the primary areas of audit risk and assessed the quality of the audit process to

be satisfactory. It was also noted that the hybrid mixture of remote and on‑site working through the 2022 audit process was effectively managed and efficient

On 26 February 2024, the FRC issued a letter to the Committee Chair which noted certain matters where they believe users of the financial statements would benefit from

improvements to our existing disclosures. The FRC did not request any substantive response. The Audit & Risk Committee is satisfied that the recommendations made by

the FRC have been reflected in the financial statements

The Audit Quality Review function of the FRC, which reviews the audits conducted by external auditors, had selected BDO’s audit of the Company’s FY23 financial

statements for review. The report which was issued in April 2024, found certain aspects for improvement. The Company and BDO responded separately to the FRC and

have worked closely on the matters raised by the FRC. BDO has taken into consideration the FRC’s preliminary findings and incorporated these in the audit of the FY24

financial statements. The Committee is satisfied that the recommendations by the FRC have been reflected in the BDO audit process

The Committee held two private meetings with the external auditor 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

The Audit & Risk Committee Chair also speaks with the BDO Engagement Leader outside the formal Committee process as necessary throughout the year. Such

interactions are also important in the assessment of quality. Based on the work carried out, the Committee are of the view that the quality of the audit process

issatisfactory

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Annual Report for the year ended 31 March 2024

Audit & Risk Committee report continued

Minimum standard Committee activity during FY24

Independence policy and

non‑audit services

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 as Engagement Leader of the Group. James Fearon is in his

second year as BDO Group Engagement Leader

Fees payable to BDO 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

The non‑audit services, as set out in note 5 of the Annual Report, are in relation to the interim review

We are of the view that the level and nature of non‑audit work does not compromise the independence of the external auditor

Having considered the relationship with BDO, their qualifications, expertise, resources and effectiveness, the Committee concluded that they remained independent and

effective for the purpose of FY24. As a result, the Committee recommended to the Board that BDO should be re‑appointed as auditor at the next AGM

Non‑financial reporting The Committee has received 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 and its impact on Trifast, and how the Company will meet these requirements. The Committee anticipate

the Company’s ESG roadmap being presented to them for review in FY25

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Annual Report for the year ended 31 March 2024

Audit & Risk Committee report continued

Role of the Committee

To set the remuneration of the Executive

Directors that attracts talented individuals

and is fair in rewarding progress against the

Company’s strategic plan and performance.

FY24 highlights

• Review and approval of remuneration

decisions with regard to the recruitment

of the new Chief Executive Officer

• Undertaking a detailed review of the

executive Directors’ remuneration policy

and arrangements to ensure it continues

to appropriately support our strategy in

advance of presenting to shareholders

for approval at the 2024 AGM

• Engaging with shareholders on the terms

of the proposed Policy

• Appointing a new Committee Chair and

ensuring a smooth transition

Areas of focus for FY25

• Continued focus on pay for performance

and executive remuneration considerate

of wider stakeholder experience

including shareholders and employees

• Commencing a review of wider workforce

remuneration, incorporating what we are

learning from the employee engagement

feedback and Company initiatives

relating to pay equity and fairness

Laura Whyte

Chair of the Remuneration Committee

Appointed on 1 April 2024

Members

• Claire Balmforth (Chair)

retired 1 April 2024

• Laura Whyte (Chair)

appointed 1 April 2024

• Clive Watson

• Louis Eperjesi

Jul

Sep

9 Nov

21 Nov

Feb

Mar

24 Attendance

Claire Balmforth

100%

Laura Whyte

100%

Clive Watson

100%

Louis Eperjesi

100%

1. Attendance percentage of meetings attended

whilst serving on the Board

2. Claire Balmforth retired on 1 April 2024

3. Laura Whyte was appointed as Non‑Executive

Director on 11 March 2024 and as Chair of the

Remuneration Committee on 1 April 2024

Remuneration Committee composition and attendance

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Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Directors’ remuneration report

Introduction

On behalf of the Remuneration Committee

(the ‘Committee’), I am pleased to present

the Directors’ remuneration report for

the year ended 31 March 2024, my first

as Chair of the Committee, having joined

the Committee on 11 March and assumed

the role of Chair from 1 April 2024. I am

delighted to have joined the Board and look

forward to supporting the progression of

the strategic turnaround of the Company.

This report sets out the key decisions taken

by the Committee in FY24, including those

relating to the directorate changes. In

addition, the Committee will be presenting

an updated Policy (the ‘New Policy’) for

shareholder approval at the 2024 AGM.

Last year, the Committee rolled forward the

previous Policy with only minor changes.

However, there has been significant change

at Trifast over the past 12 months. Our

CEO has now been in the role for over nine

months and has made considerable strides

in setting a new strategy and building an

executive team to deliver it. The turnaround

strategy is built to see Trifast recover from

the recent years of underperformance,

rebuilding growth through a One TR

approach to profitability and ultimately

establishing a resilient future, delivering

innovative and sustainably engineered

fastening solutions to our broad range of

customers. Therefore, in light of the changes

in the Company’s strategy during the

year, the Committee felt it appropriate to

undertake a detailed review of the current

Policy to ensure that it remained fit for

purpose.

The sections contained in this

report are:

• The annual statement from the Chair of

the Remuneration Committee

• The annual report on remuneration

• The proposed New Policy

This report has been prepared by the

Committee in accordance with the relevant

legal and accounting regulations and has

been approved by the Board.

Proposed New Policy

In light of the Company’s financial

underperformance in recent times,

which has led to significant changes in

strategy to support Trifast’s ongoing

transformation and the need to retain key

senior management, the Committee felt

it appropriate to review the current Policy

and, in particular, test whether the current

Policy provided a remuneration framework

which would:

• Stabilise and motivate the executive team

to execute the turnaround plan by locking

them in for a three‑to‑five year period as

soon as practicably possible

• Fully align reward outcomes with the

shareholder experience as a result of the

execution of the turnaround plan

Based on the findings from its review, the

Committee determined that some elements

of the current Policy remain fit for purpose

as they are aligned with standard market

practice and support our commitment to

aligning reward with performance.

However, the current LTIP structure of

performance shares based on three–year

financial measures provides the Committee

with a significant challenge in calibrating the

targets to ensure that they are appropriately

stretching and aligned with investors’

interests through a turnaround period, such

that this arrangement was not deemed to

be appropriate at the current time.

The Committee concluded that a new FY25

LTIP structure is required to both retain and

incentivise the executive team to deliver the

transformation required for Trifast over the

next three‑to‑five years. After consideration

of a range of alternatives, including a

standard Performance Share Plan structure,

the Committee determined that the most

appropriate approach is to grant a special,

one‑off award in the form of market priced

options with vesting based on hitting

specified share price hurdles. In taking this

approach, it was viewed that:

• The proposal is simple and transparent

and will be well understood by all

stakeholders

• There is a need to stabilise the executive

team to deliver the turnaround plan and

this structure aims to achieve that by

locking the team in at the start of the

plan

• The award is front‑loaded such that

the executive team is fully aligned from

day one, but they are rewarded for

performance over the next five years

• A fixed number of market value options

combined with share price hurdles

provide a definite alignment between

payouts to management and the creation

of value for shareholders. The approach

is robust and flexible enough to deal with

macroeconomic uncertainty

• Our major shareholders are strong

advocates of absolute return based

incentives, given Trifast’s current

position, and of the use of market priced

options rather than awarding whole

shares to ensure that management are

not rewarded for failure

The options will vest when share price

hurdles have been met during a five‑year

period beginning on the date of grant (the

‘performance period’). 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

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Annual Report for the year ended 31 March 2024

Directors’ remuneration report continued

Proposed New Policy continued

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 will 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.

The Committee is comfortable with this

structure on the basis that the continued

employment condition, staggered exercise

timeline and holding period ensures that,

for the executive team to benefit, any

share price increase must be sustainable

such that the FY25 LTIP rewards long‑term

performance.

This will be the only long‑term incentive

award granted over the three‑year Policy

period. The Committee would expect to

seek approval for a new arrangement to be

introduced at the beginning of the fourth

year of the FY25 LTIP, i.e. in FY28 where it

is anticipated that the long‑term incentive

would revert to a more conventional

target‑based structure.

The Committee’s intention is to award a

one‑off grant of market priced options

under the FY25 LTIP where the exercise

price is set equal to Trifast’s share price

shortly before the date of grant. The

maximum award of a fixed number of

market value options is equivalent to 2.2%

of issue share capital (ISC) for the CEO

and 1.3% of ISC for each other Executive

Director.

In terms of implementing the FY25 LTIP, the

options will vest when share price hurdles

have been met during the performance

period. Threshold vesting of 20% will be

achieved for reaching a minimum share

price hurdle and vesting then increases in

20% increments up to maximum vesting at a

share price of £1.40.

It should be noted that the Committee

will determine the minimum share price

hurdle closer to the date of grant, taking

account of the share price at that time and

the Committee’s desire to provide a timely

retentive impact, given the lack of incentive

payouts over a number of years for many of

the executive team.

In determining the maximum share price

hurdle, the Committee considered the

following:

• Under the proposed schedule, maximum

vesting will be achieved if the share price

reaches £1.40. The Committee considers

this to be exceptional performance and

would deliver significant returns for our

shareholders, i.e. the Company’s market

capitalisation will have increased by

£85.5m to £190.6m (figures calculated in

March 2024)

• The potential gearing in the FY25 LTIP

ensures that the executive team are

fully incentivised to continue to drive

performance beyond the maximum

vesting share price hurdle of £1.40

• Under this proposal, reaching a share

price of £1.40 on exercise would deliver

c.£1m net to the CEO, at the current rates

of taxation, which the Committee feels

would be an appropriate payout given

Trifast’s size and the increased share

value investors would receive (£85.5m

increase in market cap as noted above,

all figures calculated in March 2024).

The Committee discussed whether, in

the event that the share price upon

exercise was significantly higher than

£1.40, a cap should be placed on the

potential rewards under the one‑off

grant of market priced options. The

Committee concluded that it would

be counter‑intuitive and possibly

demotivating to management to cap the

gain under the option when shareholders

would benefit from a higher share price

given that the award is intended to

incentivise management to execute the

business transformation and drive value

for shareholders. Notwithstanding this

the Committee retains the discretion to

vary the level of vesting if it finds that

the level of vesting would not accurately

represent an individual’s or business

performance. This could also include

factors, but not limited to, such as

movements in foreign exchange rates,

government initiatives, hyper inflation or

business performance out of line with the

underlying shareholder experience

Further details of the proposed New Policy

and rationale can be found later in this

statement in the FY25 implementation

section and on pages 131 to 146.

In addition, the Committee determined that

to better align the interests of the Executive

Directors with those of the shareholders, the

current bonus deferral mechanism will be

enhanced so that 50% of any bonus paid will

be deferred into shares for three years from

the current approach whereby any bonus in

excess of 100% of salary will be deferred. No

other significant changes are proposed and

the remaining elements of the New Policy

are summarised below:

Base salary: 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.

Pension and benefits: Executive Directors

will receive a pension contribution, in line

with the rate available to the majority of

the workforce (currently 5% of salary). The

Company will provide market‑competitive

benefits to Executive Directors and

reimburse any necessary and reasonable

business expenses.

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Annual Report for the year ended 31 March 2024

Directors’ remuneration report continued

Proposed New Policy continued

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 and 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. Dividend equivalents may be

payable on deferred shares.

All employee share plan: Sharesave plan

operated in line with HMRC limits.

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 in‑employment shareholding

requirement for a period of two years

following termination of employment.

Chair and NED 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.

The Committee undertook an extensive

consultation with the Company’s 15 largest

shareholders, representing over 70% of

the issued share capital and the main

shareholder representative bodies (IA, ISS,

Glass Lewis) in relation to the New Policy.

The key themes that emerged were:

• We received significant support from

shareholders for the FY25 LTIP structure

and performance targets and the

principle that management should be

well rewarded if performance is strong

• Some shareholders suggested the

minimum share price hurdle would need

to be increased if the share price rose

prior to grant, but were comfortable

that the Committee could make this

judgement closer to the grant date

• A small number of shareholders were

concerned about the 7.5% dilution limit

and asked whether the Company could

consider using an Employee Benefit Trust

to market purchase shares

• Some shareholders noted that there is a

risk that the share price hurdles may not

be hit, despite management performing

well, and that it would be wrong for

management to not receive a payout

under these circumstances

• The Committee received one suggestion

that a monetary cap should be

introduced

The Committee has reflected on the

feedback provided. As a result, it has

updated the proposals in relation to the

minimum share price hurdle, as set out

above, such that it will consider it closer

to the date of grant. The Committee

determined not to implement a cap on

payouts. However, the Committee will

review the overall value on exercise of the

market priced options to determine whether

the level of value created is commensurate

with the overall corporate performance

and will scale back levels of vesting if it is

not satisfied, and it wishes to clarify that

the FY25 LTIP will allow the Committee

to make awards up to 7.5% of issued

share capital, but that the awards may be

settled via a mixture of newly issued and

market purchased shares At the end of the

consultation, the significant majority of

shareholders consulted indicated they were

supportive of the proposals.

The Committee is grateful for the time

that shareholders have taken to consider

proposals and provide feedback.

Directorate changes

Chair role

Jonathan Shearman stepped down from the

Board on 14 September 2023 with Serena

Lang taking over as Chair. Serena’s Chair fee

was set at £135,000.

Chief Executive Officer role

Scott Mac Meekin stepped down from

his role as interim CEO and the Board on

19September 2023. Scott remained with

the business as the Head of Strategic

Transformation until 19 February 2024, at

which time he left the Company.

Iain Percival assumed the role of Chief

Executive Officer on 20September 2023.

In relation to Iain, the Committee

determined his FY24 remuneration package

in line with the Policy were as follows:

• Salary of £400,000

• Pension of 5% of salary

• Benefits in line with the Policy

• 150% of salary FY24 maximum annual

bonus opportunity

• 150% of salary FY24 LTIP award

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Annual Report for the year ended 31 March 2024

Directors’ remuneration report continued

Directorate changes continued

Chief Financial Officer role

Darren Hayes‑Powell left his role as Chief

Financial Officer on 21 February 2024. Kate

Ferguson, the Group Financial Controller,

assumed the role of interim CFO on 22

February 2024. Although Kate attends Board

meetings, on the basis that she is not an

appointed Board member, her remuneration

details are not included in this report.

In line with the 2023 Policy regarding loss

of office payments, the Remuneration

Committee determined that Darren be

treated as a good leaver. He received

thefollowing:

• 12 months of fixed pay in respect of his

notice period and additional payments in

line with the Policy

• Annual bonus pro‑rated for time served

during FY24, subject to the achievement

of performance targets

• In‑flight FY24 LTIP award pro‑rated for

time served during the vesting period,

vesting on the normal date subject to the

achievement of performance targets

See page 127 for further details.

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:

• Review of current Policy and

development of New Policy proposals,

including determining the appropriate

structure of the FY25 LTIP

• Engaging with shareholders in relation to

the New Policy proposals

• Determination of implementation of

Policy in light of directorate changes

• Determination of the final remuneration

outcomes for FY24

• Determining the appropriate FY25 annual

bonus and LTIP 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

FY24 Company performance

Against a backdrop of continued subdued

demand conditions in a number of

geographic and end market sectors, Trifast’s

trading performance in the final quarter

of FY24 was resilient and supported by

the self‑help initiatives launched during

the year. As a result, the Group’s revenue

(£233.7m) and profitability (underlying

PBT:£6.5m) for FY24 were marginally ahead

of guidance issued in January 2024, albeit

these were significantly below the Board’s

approved budget and the market’s original

expectations for the year.

Management has continued to focus on

the operational improvement programme

instigated in 2023, to drive enhanced

efficiency and productivity, and we remain

committed to delivering phased savings,

the bulk of which will be delivered in FY25.

As part of this programme, we are pleased

to report that we completed Project Atlas

across the global business which will

enable the business to collaborate more

productively as we refocus our activities.

The anticipated consolidation of UK

sites into the purpose‑built UK National

Distribution Centre has been slightly

behind our original target of March 2024.

This was mainly due to the complexities

of integrating four regional business units,

including our largest site, Bellbrook Park,

into one location with limited disruption to

the business. Our final location integration

was completed in June 2024.

We are confident that the NDC will enable

us to rebuild revenues with a much higher

level of efficiency and gives the UK business

a stronger platform to benefit from demand

recovery in the short to medium term.

Working capital and cash management

continues to be a key focus, with the

Group delivering a significant reduction in

inventory levels and strong cash generation

over the course of FY24, ahead of our

original targets.

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Annual Report for the year ended 31 March 2024

Directors’ remuneration report continued

FY24 remuneration outcomes

Annual bonus

Given the Company’s performance set

out above, threshold performance was

not achieved against the underlying profit

before tax target. In line with Policy, the

Committee was unable to consider payment

of any bonus from the average working

capital % and strategic and operational

elements as threshold performance was not

met for the profit‑based measure. Therefore,

no FY24 annual bonus is payable to the

Executive Directors that served during the

year and the Committee noted that the

outcome reflected underlying Company

performance.

Long-Term Incentive Plan (LTIP)

Vesting

The current Executive Director was not in

employment when the FY22 LTIP award

grant was made on 3 August 2021, the

performance period of which ended on

31 March 2024. For completeness, the

award was assessed against the 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 FY22 LTIP vesting outcome was

aligned with Company performance as well

as shareholders’ experience. Full details of

Trifast’s performance against the FY22 LTIP

targets is provided on page 124.

Grant

The Committee granted FY24 LTIP awards

equivalent to 150% and 125% of salary to

Iain Percival and Darren Hayes‑Powell

respectively on 28 November 2023.

In line with Policy, the awards were granted

in the form of nil cost options, have a

three‑year vesting period and are subject

to a two‑year post‑vesting holding period.

The performance conditions attached

to the awards were relative TSR (75%

weighting) and underlying operating margin

(UOM) (25% weighting). The Committee

will have overriding discretion to change

the formulaic outcome (both downwards

and upwards) if it is out of line with the

underlying performance of the Company

and this will include an assessment of

whether any windfall gains have been made.

The UOM target, to be achieved in FY26,

the final year of the performance period,

at threshold performance is 8.2% for 25%

vesting, 9.1% for 50% vesting, 10% for 75%

vesting and 11% at maximum performance

with straight‑line vesting between these

points. The relative TSR targets remain

unchanged but will now be assessed against

the FTSE All Share Index on the basis that

it provides a more appropriate, broader

comparison of companies facing similar

global challenges to Trifast.

The Committee is comfortable that the

performance measures are appropriate and

that the targets are challenging given the

current economic conditions. Full details of

the performance targets can be found in the

annual report on remuneration on page 136.

The treatment of Darren Hayes‑Powell’s

FY24 LTIP award is set out above.

Overall

The Committee is comfortable that the

current Policy operated as intended and

that the overall FY24 remuneration paid

to Executive Directors was appropriate.

Therefore, the Committee did not exercise

any discretion.

Wider workforce considerations

In terms of the wider workforce in the UK,

an average increase of 5.9% will be applied

from 1 July 2024. This increase, although

later than in prior years, reflects the need

to ensure our rates of pay keep track

with inflation. This cost‑of‑living increase

approach has been applied across our

global workforce.

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 business. The refreshed approach

will help us measure the adoption of the

values in the daily working. Read more

about our employee engagement on

page 40.

We also published our seventh gender pay

gap report in March 2024 (relating to the

report for April 2023). We were encouraged

to see that our median gender pay gap of

+6% (i.e. our female employees are paid

6% more than our male employees) and

the median bonus gap of nil demonstrates

that Trifast is an equal opportunities

organisation. We are 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.

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Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Directors’ remuneration report continued

Wider workforce considerations

continued

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 FY25

We set out the proposed implementation of

the New Policy for FY25 below:

Salary

Given the Company’s performance, the

Committee has determined that the CEO

will not receive an increase in base salary

forFY25.

Pension

The pension contribution for FY25 for the

CEO 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. 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 FY25 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

proposed New Policy, 50% of any bonus

payable will be deferred into shares for

three years.

FY25 LTIP award

Please see the section above. The CEO will

be granted a fixed number of market‑priced

options which is equivalent to 2.2% of ISC.

Awards granted to each other Executive

Director will be in line with Policy and

determined on appointment.

Non-Executive Chair and Director fees

In line with the approach for the CEO, there

will be no increase to Non‑Executive Chair

and Director fees for FY25.

Looking ahead

The Committee is comfortable that

the operation of the Policy in FY24,

alongside the proposed New Policy and its

implementation for FY25, are 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 and

the binding vote on the New Policy at the

forthcoming AGM.

I would also like to take this opportunity

to thank my predecessor as Remuneration

Committee Chair, Claire Balmforth, for her

leadership and for steering the Committee

with a strong set of policies and practices

upon which our decisions can be made.

Finally, I would like to acknowledge the

dedication of all our staff who have worked

hard to deliver a number of operational

initiatives and create a team ready to build

on the strengths of our TR brand worldwide.

Laura Whyte

Chair of the Remuneration Committee

26 July 2024

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Annual Report for the year ended 31 March 2024

Directors’ remuneration report continued

Annual report on

remuneration

This section of the remuneration report

contains details as to how the Company’s

current remuneration Policy was

implemented during FY24. The Committee

is satisfied that the Policy operated as

intended in FY24 and its implementation

did not deviate from the approved Policy.

It also covers how the New Policy will be

implemented in FY25 on the basis it is

approved by shareholders at the 2024 AGM.

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.

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 and which Laura Whyte,

who is the Designated Non‑Executive

Director for employee engagement, will

lead in the coming year. The Committee

uses this information to ensure consistency

and fairness of approach throughout the

Company in relation to remuneration.

Summary of the proposed Directors’

Remuneration Policy

The key elements from the Directors’

remuneration Policy, which will be put

forward for shareholder approval at the

AGM on 10 September 2024, and how it will

be implemented for FY25, are summarised

below. The Committee does not intend to

deviate from the New Policy in FY25.

The full New Policy is set out on pages

131 to 146.

Element Policy summary Implementation for FY25

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 will not receive an increase in base

salary for FY25.

FY25 salary is therefore as follows:

• Iain Percival (CEO): £400,000

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Directors’ remuneration report continued

Element Policy summary Implementation for FY25

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 FY25 for the CEO will be 5% of salary, in line with the

rate available to the majority of the workforce

No change to benefit provision

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 FY25 bonus with a maximum opportunity of 150% of

salary to the CEO

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 FY25

Annual Report

In line with Policy, payout for threshold performance is 25% of maximum, and

payout for on‑target performance is 50% of maximum

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Element Policy summary Implementation for FY25

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. This 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 each other Executive Director 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

The CEO will be granted a fixed number of market priced options which is

equivalent to 2.2% of the ISC. Awards granted to each other Executive Director

will be in line with Policy and determined on appointment.

Threshold vesting of 20% will be achieved for reaching a minimum share price

hurdle and vesting then increases in 20% increments up to maximum vesting at

a share price of £1.40. It should be noted that the Committee will determine the

minimum share price hurdle closer to the date of grant, taking account of the

share price at that time and the Committee’s desire to provide a timely retentive

impact, given the lack of incentive payouts over a number of years for many of the

executive team. To provide an illustrative example of the minimum hurdle, if it was

set currently with Trifast’s share price being around £0.75, the Committee would

determine c.£0.80 to be appropriate.

Share price (£) Vesting

To be determined closer to grant date 20%

TBC TBC

£1.40 100%

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Element Policy summary Implementation for FY25

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 in‑employment shareholding requirement for a period of two

years following termination of employment

The shareholding requirement in FY25 will be 250% of salary

Post‑employment shareholding requirement will also apply

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, there will not be an increase

to any Non‑Executive Director fees for FY25. From 1 April 2024, fees are as

follows:

• Chair: £135,000

• NED: £45,000

• SID: £6,000

• Committee Chair fee: £8,000

• Committee membership fee: £5,000/£8,000

Executive Directors are also entitled to participate in the Company’s all employee share plan (SAYE) operated in the UK.

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Linking our remuneration policy with our business strategy

Our proposed New 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.

Our key objectives

Margin

management

Organisational

effectiveness

Focused

growth

Operational

efficiency

KPIs

Underlying profit before tax (%)

Working capital as a percentage of revenue (%)

Underlying ROCE (%)

e reduction

Lost time incident rate

Employee engagement

Annual bonus

Focus on:

• Margin management

• Focused growth

 

Underlying

PBT

Focus on:

• Margin management

• Operational efficiency



Average

working

capital

percentage

Focus on:

• People, culture and

safety

• Sustainability

• Innovation

• Technology

• Commercial excellence

  

Strategic/

operational

Measure Link to strategy

FY25 LTIP

• Linked to

shareholder value

• Focus on

performance

 

Share price

hurdles

• Focus on gross margin

improvements and

operational efficiencies

• Focus on organic

growth

  

Corporate

performance

underpin

• Linked to

shareholder value

  

Shareholding

guidelines

Measure Link to strategy

Key



Margin management



Focused growth



Organisational effectiveness



Operational efficiency

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How the Company addressed factors in Provision 40 of the 2018 UK Corporate Governance 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New 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 based on supporting 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 proposed 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

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

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 proposed 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 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

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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 LTIP extends

to selected Senior Management within the Company, with the number of employees eligible to participate being c.60 from across 16 countries. The majority of the wider workforce

participate 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 Y 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

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 122, being the total for the two individuals that held the role

during FY24. The remuneration figures for the employee at each quartile were determined as at 31 March 2024. 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 FY23, have been omitted.

Bonus payments included in total pay and benefits for below Board employees are those paid in the year to 31 March 2024 rather than those earned in the same period.

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CEO pay ratio continued

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

400 432

Employee at

25th percentile 24 28

Employee at

50th percentile 28 33

Employee at

75th percentile 44 52

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

We have chosen methodology option A

for the calculation, to identify the three

UKemployees at each of the quartiles as at

31March 2024. 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 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 three years 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 FY24 CEO pay ratios at the 25th, 50th

and 75th percentiles are lower than the

equivalent FY23 ratios. This is primarily

a result of increases in the total pay and

benefits of the employees at each of the

percentiles. 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 work

within the organisation and the salaries that

these roles attract.

Our median gender pay, calculated for

TR Fastenings UK, was 6% in favour of

women. 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.

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 being made to the

New Policy.

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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 24 and the Chair’s introduction to governance on page 78.

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 engaged 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 40 for further information on employee engagement.

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, FTSE Small Cap Index and FTSE All‑Share Industrial Engineering

Index over a ten‑year period from 31 March 2014. 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 2014

100

200

300

400

Trifast FTSE All Share Industrial Engineering Index FTSE All Share IndexFTSE Small Cap Index

2014 2015 2016 2017 2018 2019 2020 2021 2022 20242023

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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

2024 432

0% 0%

2023 445

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%

2016 641

50% 100%

2015 766 100% 100%

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 Executive Directorships during FY23 and FY24 there are a number of significant increases/decreases as a result of this, which are fully explained in

the notes below.

% 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

Salary/

fees

Taxable

benefits

Annual

bonus

Salary/

fees

Taxable

benefits

Annual

bonus

Salary/

fees

Taxable

benefits

Annual

bonus

Iain Percival (CEO)

n/a n/a n/a

n/a n/a n/a n/a n/a n/a n/a n/a n/a

Scott Mac Meekin (interim CEO,

previously NED)

101.1% 450.0% n/a 82.4% n/a n/a 6.3% n/a n/a (4.6)% n/a n/a

Darren Hayes‑Powell (CFO)

168.0% 185.7% 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)

n/a n/a n/a n/a n/a n/a n/a n/a n/a (4.6)% 0.0% n/a

Jonathan Shearman (previous

NED and Chair)

(15.6)% n/a n/a 14.1% n/a n/a 7.1% n/a n/a 216.0% n/a n/a

Clive Watson (Senior Independent

NED)

0.0% n/a n/a 3.2% n/a n/a 55.0% n/a n/a n/a n/a n/a

Claire Balmforth (previous NED)

0.0% n/a n/a 3.6% n/a n/a 5.7% n/a n/a n/a n/a n/a

Louis Eperjesi (NED)

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)

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)

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

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. Scott Mac Meekin was appointed interim CEO on 20 February 2023 and then stepped down from this role on 19 September 2023. He received NED fees only prior to 20 February 2023. Therefore, the change from 2022 to

2023 and from 2023 to 2024 reflects these changes in role

3. Darren Hayes‑Powell was appointed to the Board on 1 December 2022 and then left this role on 21 February 2024

4. Serena Lang was appointed to the Board on 10 August 2023 and was then appointed as Chair on 14 September 2024 following Jonathan Shearman’s retirement

5. Jonathan Shearman was appointed as Chair of the Board on 1 April 2020. Therefore, the increase in fees between 2020 and 2021 set out above reflects the change from his previous role as NED and Remuneration Committee

Chair. The increase in fees between 2022 and 2023 is due to the Chair fee being temporarily increased while spending additional time supporting the interim CEO, as set out above. He then retired on 14 September 2023

6. Clive Watson was appointed to the Board on 30 July 2020. The increase from 2021 to 2022 reflects the fact that he only served for eight months as a Director during FY21

7. Claire Balmforth was appointed to the Board on 1 April 2020 and retired on 1 April 2024

8. Louis Eperjesi was appointed to the Board on 3 January 2023

9. Laura Whyte was appointed to the Board on 11 March 2024

10. Salary/fees for Directors who remained in the same role for FY20 and FY21 showed a 4.6% decrease between 2020 and 2021 as a result of the 20% reduction in pay taken by the Board in Q1 of FY21. Therefore, the increases

between 2021 to 2022 are higher than the FY22 salary and fee increases awarded given the temporary reduction in FY21 pay

11. In line with the regulations, the average employee percentage changes only include employees of Trifast plc, excluding Directors (22 employees as at 31 March 2024). The annual bonus increase has been calculated based on

bonus paid in the year rather than those earned in the same period

12. Annual bonus increase is n/a due to Executive Directors not receiving a bonus or not being employed 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

2024

Year to

31 March

2023 Change

Dividend distributions

£2.43m

£3.02m (19.5)%

Group spend on pay (including Directors)

£38.79m

£41.57m (6.69)%

Other pay

£6.85m

£7.69m (10.9)%

Total remuneration

£45.64m

£49.26m (7.3)%

1. Total remuneration excludes IFRS 2 Share‑based Payments credit of £1.0m (FY23: <£0.1m). Including this, total remuneration would be £44.64m (FY23: £49.3m)

The following section, until page 128, is auditable.

Executive Director remuneration for the year ended 31 March 2024

Executive Director single figure of remuneration

Annual bonus

Salary/fees

£000

Taxable

benefits

£000

Cash

£000

LTIP

£000

Pensions

£000

Other

£000

Total

fixed

£000

Total

variable

£000

Total

£000

Iain Percival

212 11 — — — 11 0 234 0 234

Prior year n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Scott Mac Meekin

186 11 — — — — 0 197 0 197

Prior year 93 2 — — — — 10 95 10 105

Darren Hayes‑Powell

268 20 — — — 13 3 301 3 304

Prior year 100 7 — — — 5 5 112 5 117

Totals 666 42 — — — 24 3 732 3 735

Prior year totals 193 9 — — — 5 15 207 15 722

1. Iain Percival was appointed to the role of CEO on 20 September 2023

2. Scott Mac Meekin was appointed to the role of interim CEO on 20 February 2023 and stepped down from this role on 19 September 2023. His salary/fees in FY23 include his fees for services when he was a Non‑Executive

Director. 90% of Scott Mac Meekin’s salary was paid in Singaporean $ and 10% in GBP, in line with his service contract

3. Darren Hayes‑Powell was appointed to the role of CFO on 1 December 2022 and he left this role on 21 February 2024

4. Taxable benefits included the cost of providing a company car (or car allowance), private medical insurance and critical illness cover

5. No annual bonus was earned for FY23 and FY24. See additional details in relation to the annual bonus element of remuneration below

6. The performance period of the FY22 LTIP award granted on 3 August 2021 ended on 31 March 2024 and therefore its value (£nil) is included in the LTIP column for FY24. See additional details on the performance outcomes

of the FY22 LTIP and the FY24 LTIP award granted in the year below on page 124

7. Iain Percival and Darren Hayes‑Powell were members of the Company’s non‑contributory pension plan in FY24. 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 FY24, Iain Percival chose to take a

proportion of his pension as a cash allowance. No Executive Directors participate in a defined benefit scheme

8. Other expenses relate to relocation expenses when appointed to the role

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Executive Director remuneration for the year ended 31 March 2024 continued

(i) Annual bonus for year ended 31 March 2024

Scott Mac Meekin had a maximum annual bonus opportunity of 150% of salary. Darren Hayes‑Powell had a maximum annual bonus opportunity of 125% of salary which was pro‑rated for

time served in the year in line with his status as a good leaver. Iain Percival had a maximum annual bonus opportunity of 150% of salary which was pro‑rated for time served in the year.

The annual bonus measures were based 70% on underlying profit before tax, 20% on average working capital percentage targets and 10% on strategic/operational targets (5% weighting

on a carbon emissions reduction target aligned with the Company’s ESG strategy and 5% weighting on reducing Group net debt). In line with policy, the average working capital and

strategic and operational measures will only pay out if the threshold underlying profit before tax performance target has been achieved, to ensure alignment between the annual bonus

outturn and underlying corporate performance. The table below provides information on the targets for each measure, actual performance and resulting bonus payments:

Performance required Actual performance Scott Mac Meekin Iain Percival Darren Hayes‑Powell

Measure Weighting Threshold On target Maximum Actual

% of element

payable

Achievement

as % salary

Bonus value

£000

Achievement

as % salary

Bonus value

£000

Achievement

as % salary

Bonus value

£000

Underlying profit

before tax

70% £10.8m £12.0m £14.5m £6.5m nil% nil% nil nil% nil nil% nil

Average working

capital percentage

20% 53% 49% 45% 40.8% nil% nil% nil nil% nil nil% nil

Strategic/operational

targets

10%

Objectives based on

strategic/operational

See above nil% nil% nil nil% nil nil% nil

Total bonus

achieved in FY24

nil% nil nil% nil nil% nil

Given that the threshold target under the underlying profit before tax measure was not achieved, the payout from the average working capital % is set to nil.

FY24 annual bonus outcomes: strategic/operational objectives

Given that the threshold target under the underlying profit before tax measure was not achieved, the payout from the strategic and operational measures is also automatically set at nil,

such that the Remuneration Committee was not required to test their achievement for FY24. However, in line with our commitment to provide transparency in relation to both of these

bonus elements, we set out below a summary of these measures and their achievement for FY24.

Objective FY24 achievements

ESG – GHG emissions 31.8% carbon emission reduction since 2019 against a target of 21.0%

Group adjusted net debt Group adjusted net debt reduced from £38.0m to £21.0m

Overall, there is no FY24 annual bonus payable for any Executive Director that served during the year which the Committee noted was in line with the underlying performance of

the Company.

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Executive Director remuneration for the year ended 31 March 2024 continued

(ii) LTIP performance period ending in the year ended 31 March 2024

None of the current Executive Directors were granted a FY22 LTIP award on 3 August 2021. 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 2024 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 growth

vs FTSE Small Cap excl. IT Index

(30% weighting)

Trifast

underlying

diluted EPS

growth

EPS growth

required for

25% vesting

EPS growth

required for

72% vesting

EPS growth

required for

100% vesting Vesting

Trifast

TSR

growth

Index growth

required for

25% vesting

Index growth +

8% p.a.

required for

100% vesting Vesting

Overall

vesting

(36.2)% p.a. 16% p.a. 25% p.a. 37% p.a. nil% (40.8)% 8.1% 32.1% nil%

nil%

1. TSR growth 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 FY22 LTIP awards will vest on 3 August 2024 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 FY22 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 2024

FY24 LTIP awards were granted to Iain Percival and Darren Hayes‑Powell on 28 November 2023. Darren Hayes‑Powell left his role as CFO on 21 February 2024 and was deemed to be a

good leaver. Therefore, his award will be pro‑rated for time served during the vesting period, subject to the achievement of performance targets.

The normal vesting date of the FY24 LTIP awards will be the third anniversary of their award date and, once vested, shares will be subject to a two‑year holding period. No consideration

was paid for the awards, which were structured as a nil‑cost option.

The table below sets out further details of the FY24 LTIP awards where vesting will be determined according to the achievement of appropriate performance measures.

Date of grant

Type of

award

Award as

% of base

salary

Face value

of award

Face value

of award at

threshold

vesting

No. of

Vesting

period

Iain Percival 28 November 2023 Nil‑cost option 150% £600,000 £150,000 814,553 3 years

Darren Hayes‑Powell 28 November 2023 Nil‑cost option 125% £375,000 £93,750 509,095 3 years

1. This was calculated using a share price of £0.7366, being the average share price for the five days immediately before 28 November 2023

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Annual Report for the year ended 31 March 2024

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Executive Director remuneration for the year ended 31 March 2024 continued

(iii) LTIP awards granted in the year ended 31 March 2024 continued

The awards will vest subject to achieving the following targets:

Measure Performance period Performance level Vesting (% of award)

Underlying Operating Margin (UOM)

in FY26 (25% weighting)

3 financial years ending from

31 March 2026

Below 8.2% nil

8.2% (threshold) 25%

9.1% 50%

10.0% 75%

11.0% (maximum) and above 100%

Relative TSR

vs FTSE All Share Index

(75% weighting)

3 financial years ending from

31 March 2026

Below index return nil

Equal to index return (threshold) 25%

8.0% p.a. in excess of index return (maximum) 100%

1. Vesting between the various performance levels will be determined on a straight‑line basis

2. UOM is defined as underlying operating profit as a percentage of sales

3. TSR growth for Trifast and the FTSE All Share Index will be measured using a three‑month average prior to the start and the end of the three‑year performance period

The Committee will have overriding discretion to change the formulaic outcome (both downwards and upwards) if it is out of line with the underlying performance of the Company and

this will include an assessment of whether any windfall gains have been made.

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Non-Executive Director single figure of remuneration

Base fee

£000

Chairing of

Audit,

Remuneration

or Responsible

Business

Committee

£000

Committee

membership

£000

Senior

Independent

Director

£000

Total

£000

Jonathan Shearman

123 — — — 123

Prior year 146 — — — 146

Clive Watson 45 8 5 6 64

Prior year 45 8 5 6 64

Claire Balmforth

45 8 5 — 58

Prior year 45 8 5 — 58

Louis Eperjesi

45 8 5 — 58

Prior year 11 — 2 — 13

Serena Lang

87 n/a n/a n/a 87

Prior year n/a n/a n/a n/a n/a

Laura Whyte

3 — — — 3

Prior year n/a n/a n/a n/a n/a

Nicholas Mills

n/a n/a n/a n/a n/a

Prior year n/a n/a n/a n/a n/a

Totals 348 24 15 6 393

Prior year totals 247 16 12 6 281

1. Jonathan Shearman’s Chair fee temporarily increased in March 2023 while spending additional time supporting the interim CEO during FY24

2. Claire Balmforth retired on 1 April 2024

3. Louis Eperjesi was appointed to the Board on 3 January 2023

4. Serena Lang was appointed to the Board on 10 August 2023

5. Laura Whyte was appointed to the Board on 11 March 2024

6. Nicholas Mills was appointed to the Board on 20 October 2023 and waived his fee until 1 April 2024

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Payments to past Directors

There were no payments to past Directors in FY24. It should be noted that Clare Foster retained a proportion of her FY22 LTIP award upon leaving due to her being deemed a good leaver,

but this award lapsed as the performance targets were not achieved. Further details can be found on page 124.

Payment for loss of office

Darren Hayes‑Powell left his role as Chief Financial Officer on 21 February 2024. In line with the 2023 Policy regarding loss of office payments, the Remuneration Committee determined

that Darren be treated as a good leaver. Therefore, in line with Policy he will receive:

• 12 months of fixed pay in respect of his notice period (£300,000 base salary, pension contribution of £15,000, £23,163 in relation to benefits and a payment of £14,418 for 11 days of

accrued holiday entitlement)

• Annual bonus pro‑rated for time served during FY24, subject to the achievement of performance targets (as set out above, Darren’s FY24 annual bonus was £nil)

• In‑flight FY24 LTIP awards pro‑rated for time served during the vesting period and vesting on their normal dates subject to the achievement of performance targets

• An additional payment of £5,000 reflective of legal fees

Statement of Directors’ shareholdings

In‑employment

shareholding

requirement

Current

beneficial

holding

Vested but

unexercised

options

Executive Directors

Iain Percival 1,339,405 163,215 n/a

Scott Mac Meekin (as at 19 September 2023)

n/a n/a n/a

Darren Hayes‑Powell (as at 21 February 2024)

n/a 11,158 n/a

Non-Executive Directors

Jonathan Shearman (as at 14 September 2023) n/a 23,571 n/a

Clive Watson n/a 92,975 n/a

Claire Balmforth (as at 1 April 2024) n/a n/a n/a

Louis Eperjesi n/a 13,000 n/a

Laura Whyte n/a 19,500 n/a

Nicholas Mills n/a 40,000 n/a

Serena Lang n/a 171,285 n/a

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Statement of Directors’ shareholdings continued

LTIP awards

subject to

performance

conditions

SAYE

options

Total of all

interests

on 31 March

2024

Current shares

which count

toward

in‑employment

shareholding

requirements

In‑employment

shareholding

requirement

met?

Executive Directors

Iain Percival 814,553 n/a 977,76 8 163,215 No

Scott Mac Meekin (as at 19 September 2023)

n/a n/a n/a n/a n/a

Darren Hayes‑Powell (as at 21 February 2024)

42,425 n/a 11,158 n/a n/a

Non-Executive Directors

Jonathan Shearman n/a n/a 23,571 n/a n/a

Clive Watson n/a n/a 92,975 n/a n/a

Claire Balmforth n/a n/a n/a n/a n/a

Louis Eperjesi n/a n/a 13,000 n/a n/a

Laura Whyte n/a n/a 19,500 n/a n/a

Nicholas Mills n/a n/a 40,000 n/a n/a

Serena Lang n/a n/a 171,285 n/a n/a

1. Under the existing policy, there is a 250% of salary in‑employment shareholding requirement for Executive Directors. This is to be built up over five years from 15 September 2023, the date the current remuneration policy was

approved by shareholders, or date of joining if later. The number of shares shown is based on the 31 March 2024 share price of £0.746

2. Total of current beneficial holding, SAYE options, and vested but unexercised options on a net‑of‑tax basis

3. Scott Mac Meekin did not participate in any share‑based incentive plan during his term as interim CEO

4. In line with the 2023 Policy, Darren Hayes‑Powell is subject to a two‑year post‑employment shareholding requirement

Between 31 March 2024 and 26 July 2024 there were no further movements in the Directors’ shareholdings from those disclosed in the table above.

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Annual Report for the year ended 31 March 2024

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Service contracts for Executive Directors

The service contract for Iain Percival is not fixed term. The service contract is terminable by either the Company or the Director on the following bases:

Notice

period

Date of

signing

Iain Percival

12 months 12 September 2023

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.

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.

Non‑Executive Director

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

1. Although signing appointment letters prior to the appointment, dates that each Director was appointed can be seen in the two tables above

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 232 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. The key activities the Committee undertook during the year can be seen on page 108.

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

Interim Transformation & HR Director 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 Leadership Team.

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Functioning of the remuneration Committee

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 £151,550 (excluding VAT). This included a significant amount of work in relation to the development of the New

Policy and operational support for management. 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 2023 remuneration report and 2023 remuneration policy at the AGM held on 15 September 2023:

Votes

for %

Votes

against %

Votes

withheld

2023 remuneration report 78,382,028 79.99% 19,605,842 20.01% 238,309

2023 remuneration policy 78,652,403 80.23% 19,380,051 19.77% 193,725

At the Company’s 2023 AGM, 79.99% votes were received in favour of Resolution 2, the advisory vote to approve the Directors’ remuneration report for the year ended 31 March 2023.

In accordance with Provision 4 of the UK Corporate Governance Code, the Company published a statement on 14 December 2023 providing an update on the views received from

shareholders and actions taken following the vote. Prior to the statement, our Chair engaged with a number of our largest shareholders to better understand their views on remuneration

at Trifast. The key theme that emerged from these discussions was the approach to long‑term incentives and there were differing views in relation to the most appropriate long‑term

incentive arrangement to align the interests of shareholders and executives.

In light of the above feedback, and as set out in this report, the Committee has reviewed the Policy and proposed a new long‑term incentive arrangement. The Committee undertook an

extensive consultation with the Company’s 15 largest shareholders, representing over 70% of the issued share capital and the main shareholder representative bodies (IA, ISS, Glass Lewis)

in relation to the New Policy. Please see page 105 in the Committee Chair’s statement which sets out the key themes that emerged and the actions taken as a result.

The Committee is grateful for the time that shareholders have taken to consider proposals and provide feedback.

This report was approved by the Board of Directors and signed on its behalf by:

Laura Whyte

Chair of Remuneration Committee

26 July 2024

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Annual Report for the year ended 31 March 2024

This new Directors’ Remuneration Policy

(‘New Policy’) will be put to a binding

shareholder vote at the AGM on 10

September 2024 and, if approved, will

take effect immediately upon conclusion

of the meeting. It is intended that the New

Policy will remain in force for three years

and there are no planned changes to it

over the period to which it applies. The

New Policy was developed independently

by the Remuneration Committee and

is summarised on two pages in the

Remuneration Committee Chair’s statement.

Background

Our CEO has now been in the role for over

nine months and has made significant

strides in setting a new strategy and

building an executive team to deliver it.

The turnaround strategy is built to see

Trifast recover from the past years of

underperformance, rebuilding growth

through a One TR approach to profitability

and ultimately establishing a resilient future,

delivering innovative and sustainable

engineered fastening solutions to our broad

range of customers.

In light of the Company’s financial

underperformance in recent times,

which has led to significant changes in

strategy to support Trifast’s ongoing

transformation, and the need to retain key

senior management, the Committee felt

it appropriate to review the current Policy

to ensure that it remains fit for purpose

and, in particular, test whether the current

Policy provided a remuneration framework

whichwould:

• Stabilise and motivate the executive team

to execute the turnaround plan by locking

them in for a three‑to‑five‑year period as

soon as practicably possible

• Fully align reward outcomes with the

shareholder experience as a result of the

execution of the turnaround plan

Based on the findings from its review, the

Committee determined that some elements

of the current Policy remain fit for purpose

as they are aligned with standard market

practice and support our commitment to

aligning reward with performance. However,

the LTIP structure of performance shares

based on three‑year financial measures

provides the Committee with a significant

challenge in calibrating the targets

to ensure that they are appropriately

stretching and aligned with investors’

interests through a turnaround period, such

that this arrangement was not deemed to

be appropriate at the current time.

The Committee concluded that a new FY25

LTIP structure is required to both retain and

incentivise the executive team to deliver the

transformation required for Trifast over the

next three to five years. After consideration

of a range of alternatives, including a

standard Performance Share Plan structure,

the Committee determined that the most

appropriate approach is to grant a special,

one‑off award in the form of market priced

options with vesting based on hitting

specified share price hurdles. In taking this

approach it was viewed that:

• The proposal is simple and transparent

and will be well understood by all

stakeholders

• There is a need to stabilise the executive

team to deliver the turnaround plan and

this structure aims to achieve that by

locking the team in at the start of the

plan

• The award is front‑loaded such that

the executive team is fully aligned from

day one, but they are rewarded for

performance over the next five years

• A fixed number of market value options

combined with share price hurdles

provide a definite alignment between

payouts to management and the creation

of value for shareholders. The approach

is robust and flexible enough to deal with

macroeconomic uncertainty, particularly

given that setting financial‑based targets

is not required

• Our major shareholders are strong

advocates of absolute return based

incentives, given Trifast’s current

position, and of the use of market priced

options rather than awarding whole

shares to ensure that management are

not rewarded for failure

In addition, the Committee determined that,

to better align the interests of Executive

Directors with those of the shareholders, the

current bonus deferral mechanism will be

enhanced so that 50% of any bonus paid will

be deferred into shares for three years from

the current approach whereby any bonus in

excess of 100% of salary will be deferred

As set out above, the Committee

determined to make the following changes

to the Policy.

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy

Summary of changes to Policy versus 2023 policy

Element Changes to 2023 Policy Rationale

Annual bonus The current bonus deferral mechanism will be enhanced so that 50% of any bonus

paid will be deferred into shares for three years, and will have the ability to provide

dividend equivalent on deferred shares

• To better align the interests of Executive Directors with those of the

shareholders

• To better align with corporate governance best practice and standard

marketpractice

FY25 LTIP The current LTIP structure of annual awards of nil‑cost options vesting based on

corporate performance over a three‑year period will be replaced by a one‑off grant

of market priced options where the exercise price is set equal to Trifast’s share

price shortly before the date of grant

The CEO and each other Executive Director 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. This 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 ‘performance period’)

Any options that have met a share price hurdle, although vested, will be subject

to a continued employment condition. In addition, 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 will continue to apply

The Committee will retain overriding discretion to change formulaic outcomes

of FY25 LTIP awards (both downwards and upwards) if they are out of line with

underlying performance of the Company

This is set out above the table. In addition, the Committee is comfortable with this

structure on the basis that:

• The continued employment condition, staggered exercise timeline and holding

period ensures that for the Executive Directors to benefit, performance must be

sustainable such that the FY25 LTIP rewards long‑term performance

• The proposal aligns with the UK Corporate Governance Code, in that the

Executive Team cannot sell any shares, i.e. release any value through exercising

their market value options, until the fifth anniversary of grant

The Committee is also comfortable with the award levels under this proposal as

reaching the maximum share price hurdle of £1.40 on exercise would deliver

c.£1m net of tax to the CEO which the Committee feels would be an appropriate

payout given Trifast’s size and the increased share value investors would receive

(£85.5m increase in market cap) – all figures calculated in March 2024

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

1) Policy tables – Executives

Purpose Operation Maximum opportunity

Base salary

To provide competitive

salary levels recognising the

market value of the role and

individual’s skills, experience

and performance as well

as their contribution and

enable the recruitment and

retention of high‑calibre

executives

Base salary is set annually on 1 July. Base salary levels are reviewed annually by the

Committee, taking account of Company performance, individual performance, and

levels of increase for the broader Trifast UK employee population. The Committee

will target median salaries within the FTSE Small Cap Index companies

The Committee also considers the impact of any base salary increase on the

total remuneration package. Increases awarded each year will be set out in the

statement of implementation of Policy

The maximum annual salary increase will not normally exceed the average

increase which applies across the wider Trifast UK employee population

Larger increases may be awarded subject to performance in the following

circumstances:

I. A material change in the role and responsibilities of the Executive Director

II. Strategic progress and key milestones have been achieved; however, an

Executive Director’s salary remains below the median of the FTSE Small

CapIndex

III. An Executive Director has been appointed either internally or externally at

below the market level to reflect experience

Benefits

To provide a competitive

level of benefits and

encourage the wellbeing and

engagement of employees

The key benefits provided to the Executive Directors include:

• Company car (or car allowance)

• Private medical insurance

• Critical illness cover and life cover

In addition, the Company pays additional benefits when specific business

circumstances require it. Accordingly, the Committee would expect to be able

to adopt benefits such as relocation expenses, tax equalisation and support in

meeting specific costs incurred by Executive Directors to ensure the Company and

the individuals comply with their obligations in the reporting of remuneration

Where the Company offers a flexible benefits approach (where the value of one

benefit may be exchanged for another) to employees, generally an Executive

Director would have the option to participate. Other benefits may be offered at

thediscretion of the Committee

The Company reimburses all necessary and reasonable business expenses

Capped at the cost of providing the benefits

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

Purpose Operation Maximum opportunity

Pension

To provide a standard UK

market level of retirement

funding to enable the

Company to recruit and

retain Directors with the

experience and expertise to

deliver the Group’s strategy

Executive Directors participate in defined contribution pension arrangements.

Executive Directors may request a pension allowance to be paid in cash, after

deducting employer National Insurance costs, in place of defined contribution

arrangements

Executive Directors will receive a pension contribution in line with the rate

available to the majority of the workforce, i.e. currently 5% of salary

All-employee share plan (SAYE)

Facilitate equity involvement

for executives and UK‑based

employees

The Trifast plc Save As You Earn Plan 2024 will offer three and five‑year savings

contracts which provide an option to purchase shares after maturity at a discount

to the share price at invitation (the maximum discount is 20%)

Annual savings limit in line with HMRC limit

Annual bonus

To encourage and reward

delivery and execution of

short‑term financial and

non‑financial performance

in line with shareholder

interests

Executive Directors are eligible to participate in the annual bonus. Each year the

Committee selects the performance measures, assessed over the financial year,

which it considers appropriate to support the Company’s strategic priorities and

the delivery of value to shareholders. The weighting and targets for each measure

will also be set annually by the Committee

Targets deemed commercially sensitive by the Board will be reported

retrospectively in the following year’s remuneration report

The Committee will have overriding discretion to change formulaic outcomes (both

downwards and upwards) if they are out of line with the underlying performance

of the Company. In addition, the Committee has the discretion to adjust targets or

performance conditions for any exceptional events that may occur during the year

Malus will apply during the bonus year and the share deferral vesting period and

clawback will apply for a period of two years post bonus payment and deferred

share vesting (see Policy on malus and clawback below). Dividend equivalents may

be payable on deferred shares

The maximum annual award level is 150% of base salary, 50% of any annual

bonus earned will be paid in cash and 50% will be deferred into shares for a

period of three years

The percentage of bonus earned for differing levels of performance is:

I. Threshold: 25% of maximum opportunity

II. Target: 50% of maximum opportunity

III. Stretch: 100% of maximum opportunity

1) Policy tables – Executives continued

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

Purpose Operation Maximum opportunity

FY25 Long-Term Incentive Plan

To incentivise the delivery

of the Group’s long‑term

business strategy and

sustainable value for

shareholders

The Committee will make 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 options will vest when share price hurdles have been met during a five‑year

period beginning on the date of grant (the ‘performance period’)

Any options that have met a share price hurdle, although vested, will continue to be

subject to a continued employment condition. In addition, 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 will apply during the period when the awards are not exercisable, and

clawback will apply for two years post the awards becoming exercisable (see

Policy on malus and clawback below)

The Committee will retain overriding discretion to change formulaic outcomes

of FY25 LTIP awards (both downwards and upwards) if they are out of line with

underlying performance of the Company

The CEO and each other Executive Director 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. This will be the only long‑term incentive award

granted to the Executive Directors over the three‑year Policy period

100% of the awards are subject to share price hurdles. Threshold vesting of

20% will be achieved for reaching a minimum share price hurdle. Vesting then

increases in 20% increments up to maximum vesting for achieving the maximum

share price hurdle (please see performance measures and targets section for

further details)

1) Policy tables – Executives continued

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

Operation Post-employment requirement

Shareholding requirement

A 250% of salary in‑employment shareholding requirement for all Executive Directors. This is to be

built up over five years from the approval of this Policy for existing Executive Directors and from

the date of joining for new Executive Directors

Shares beneficially owned, the post‑tax value of any vested but unexercised LTIP awards and the

post‑tax value of any annual bonus deferral shares will count towards the requirement

The Committee will annually review the progress against achievement of these guidelines

Post‑employment, an Executive Director shall continue to hold shares equivalent to the minimum

of their actual shareholding on cessation of employment and their in‑employment shareholding

requirement for a period of two years following termination of employment

Legacy incentive awards

Executive Directors are eligible to receive payments under any award made prior to the approval and implementation of the remuneration Policy set out above under existing incentive

arrangements. For the avoidance of doubt, it is noted that the Company will honour any commitments entered that have been disclosed previously to shareholders.

Performance measures and targets

The table below sets out the performance measures chosen in respect of the annual bonus and FY25 LTIP in respect of the financial year ending 31 March 2025.

Performance measures

and weightings

Performance targets Why targets were chosen How targets are set

Annual bonus

• 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

transformation plan and include specific

sustainability objectives

• No bonus payment can be made unless

threshold UPBT performance has been

achieved

The Board deems the annual bonus targets

to be commercially sensitive. Full details of

the FY25 targets and their achievement will

be disclosed retrospectively in the FY25

Directors’ remuneration report

The performance measures that have been

selected, in the Committee’s view, most

appropriately reflect the Company’s

strategy to:

• Focus on generating strong and

sustainable profits for the benefit of

shareholders

• Focus on operational efficiency

• Focus on delivering challenging specific

strategic and operational targets which

support the transformation

The performance targets are calibrated by

the Committee considering the Company’s

business plan, strategic and operational

imperatives, market conditions and external

forecasts

1) Policy tables – Executives continued

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

1) Policy tables – Executives continued

Performance measures and targets continued

Performance measures

and weightings

Performance targets Why targets were chosen How targets are set

FY25 LTIP

• 100% based on share price hurdles

• Performance underpin

Threshold vesting of 20% will be achieved

for reaching a minimum share price hurdle

and vesting then increases in 20% increments

up to maximum vesting at a share price of

£1.40. It should be noted that the Committee

will determine the minimum share price

hurdle closer to the date of grant, taking

account of the share price at that time and

the Committee’s desire to provide a timely

retentive impact, given the lack of incentive

payouts over a number of years for many of

the executive team. To provide an illustrative

example of the minimum hurdle, if it was

set currently with Trifast’s share price being

around 75p, the Committee would determine

c.80p to be appropriate

Share price (£) Vesting

To be determined

closer to the grant

date

20%

TBC TBC

£1.40 100%

Once each share price hurdle, averaged over a

30‑day period, has been met at any point during

the five‑year performance period, the awards

will have vested but remain subject to continued

employment and a performance underpin.

The Committee will assess whether the vested

options should become exercisable on the

third, fourth and fifth anniversaries of grant,

taking into account EBIT and the underlying

operating margin performance to ensure that

any payout is consistent with internal progress

through the turnaround period

A fixed number of market value options

combined with share price hurdles provide

a definite alignment between payouts to

management and the creation of value for

shareholders. The approach is robust and

flexible enough to deal with macroeconomic

uncertainty, particularly given that setting

financial‑based targets is not required

The potential gearing in the FY25 LTIP ensures

that the executive team are fully incentivised

to continue to drive performance beyond the

maximum vesting share price hurdle

The Committee retains the discretion to vary

the level of vesting, if it finds that the level

of vesting would not accurately represent an

individual’s or business’s performance. This

could also include factors, but not limited

to, such as movements in foreign exchange

rates, government initiatives, hyper inflation

or business performance out of line with the

underlying shareholder experience

The threshold target will be calibrated as set

out in the performance target column

Maximum vesting will be achieved if the

share price reaches a level which the Board

considers to be exceptional performance

and would deliver significant returns for

shareholders

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

1) Policy tables – Executives continued

Differences between Executive Directors’ and employees’ remuneration

The following differences exist between the Company’s policy for the remuneration of Executive Directors as set out in the Policy table above and its approach to the payment of

employees generally:

• Executive Directors may opt to receive a cash supplement in lieu of pension (reduced for Employer’s NI contribution)

• The majority of the wider workforce participate in a performance‑based discretionary bonus. A lower level of maximum annual bonus opportunity applies to employees when

compared to the Executive Directors and no employee other than the Executive Directors is required to defer 50% of their bonus into shares

• Executive Directors will participate in the FY25 LTIP and will be joined by the Executive Leadership Team and other key Senior Management. However, all UK employees are eligible to

participate in the Company’s SAYE scheme

• Only the Executive Directors are subject to shareholding requirements

In general, these differences arise from the development of remuneration arrangements that are market competitive for the various categories of individuals. They also reflect the greater

emphasis placed on performance‑related pay for Executive Directors.

2) Policy tables – Non-Executive Directors

Non‑Executive Director remuneration is not performance related and is not pensionable. The only other payments made to Non‑Executive Directors are mileage allowances at HMRC rates

and expenses for items incurred during the fulfilment of their roles. An explanation of the Policy with regard to Non‑Executive Directors is set out in the table below:

Objective Operation Maximum opportunity

Non-Executive Directors

To attract and retain individuals with the

requisite skills and experience to perform

the role

Set annually on 1 July

The Company will target median fees within FTSE Small Cap Index

companies

Non‑Executive Directors are paid a base fee and additional fees for

Committee membership and chairmanship. An additional fee is also

payable to the Senior Independent Director

The Chair’s fee will be determined by the Committee, whilst the

other Non‑Executive Director fees will be determined by the Chair

and Executive Directors

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 UK

workforce

Larger increases above this may be awarded in certain circumstances,

for example in the event of 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

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

3) Illustration of remuneration Policy

The following chart provides an illustration of the FY25 reward package for the Chief

Executive Officer under four different performance scenarios: ‘minimum’, ‘on‑target’,

‘maximum’ and ‘maximum with FY25 LTIP share price growth of 50%’. The illustrations are

based on the implementation of the proposed Policy for the year ending 31 March 2025.

The assumptions used in determining the remuneration illustrations are set out in the table

below the chart.

Performance scenario chart

Maximum with LTIP

growth

MaximumOn-targetMinimum

£431,000

£896,875

£1,307,458

£1,405,315

£1,400,000

£1,600,000

£1,200,000

£1,000,000

£800,000

£600,000

£400,000

£200,000

Fixed Annual variable Multiple reporting periods

Iain Percival (CEO)

100% 48%

33%

19%

33%

46%

21%

31%

43%

26%

Scenario Fixed Annual variable (annual bonus) Multiple reporting periods (LTIP)

Minimum Base salary: As at 1 April 2024

Pension: 5% of base salary

Benefits: In line with those paid in year ended

31 March 2024

Nil Nil

On‑target 50% of maximum 60% vesting

Maximum 100% of maximum 100% vesting

Maximum with FY25 LTIP share price

growth of 50%

100% of maximum 100% vesting with 50% share price growth

Notes

• In line with the proposed implementation of Policy for FY25, the scenario chart uses a 150% of salary maximum annual bonus opportunity for the CEO and FY25 LTIP awards of 2.2% of

ISC for the CEO based on a share price of 75p (share price at time of drafting)

• Given that market value options have nil intrinsic value on grant, we have calculated their ‘expected value’ using the Black‑Scholes model to be c.37% of the face value of the award. For

the ‘minimum’, ‘on‑target’ and ‘maximum’ scenarios, the vesting assumptions above have been applied to the expected value. For the ‘maximum with FY25 LTIP share price growth of

50% scenario’, we have not used the expected value, rather we have calculated the payout based on 50% share price growth, an exercise price of 75p and 100% vesting (acknowledging

that 50% share price growth would not actually equate to full vesting under the share price hurdles). Finally, given the awards granted in FY25 will be the only ones received by the

Executive Directors over the three‑year Policy period we have annualised their value by dividing the value of the whole award by 3

• SAYE is not included

1. Share price growth of 50% over three years

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

4) Policy on recruitment arrangements

The Committee’s approach to Executive Director recruitment remuneration is to pay no more than is necessary to attract candidates of the appropriate calibre and experience needed for

the role. The remuneration package for any new recruit would be assessed following the same principles as for the current Executive Directors, as set out in the remuneration Policy table.

Remuneration

element

Treatment under Policy

Base salary, pension and

other benefits

The salary level will be set considering a number of factors including: market practice; the individual’s experience and responsibilities; and other pay structures within

Trifast. The salary level set will be consistent with the salary Policy for existing Executive Directors

Individuals who are recruited or promoted to the Board may, on occasion, have their salaries set below the targeted policy level until they become established in their role.

In such cases, subsequent increases in salary may be higher than the general rise for UK employees until the target positioning is achieved

The Executive Director shall be eligible to receive pension contributions and benefits in line with Trifast’s Policy for current Executive Directors as set out in the Policy table

above

Annual bonus and

FY25 LTIP

The Executive Director will be eligible to participate in the annual bonus and FY25 LTIP as set out in the Policy table above. The maximum level of annual bonus that may be

offered is 150% of base salary consistent with that of existing Executive Directors

Whether a new joiner is eligible for an award under the FY25 LTIP will be at the discretion of the Committee. Any award will be no higher than set out in the Policy table

above for existing Executive Directors, i.e. 2.2% of ISC for CEO and 1.3% for each other Executive Director. The maximum variable remuneration is therefore 150% of salary

(annual bonus) + 2.2% of ISC (FY25 LTIP award)

Share buy‑outs and

replacement awards

The Committee’s policy is not to provide replacement awards as a matter of course. However, should the Committee determine that the individual circumstances of

recruitment justify the provision of a replacement award, the value of any incentives that will be forfeited on cessation of a Director’s previous employment will be

calculated taking into account the following:

• The proportion of the performance period completed on the date of the Director’s cessation of employment

• The performance conditions attached to the vesting of these incentives and the likelihood of them being satisfied

• Any other terms and conditions having a material effect on their value (‘lapsed value’)

The Committee may then grant a replacement award up to the equivalent value as the lapsed value where possible under the Company’s incentives plans. Where the

circumstances are such that this is not possible, a bespoke arrangement may be used including in accordance with Rule 9.4.2(R) of the Listing Rules

Relocation policies In instances where the new Executive Director is required to relocate or spend significant time away from his/her normal residence, the Company may provide one‑off

compensation to reflect the cost of relocation for the Executive Director. The level of the relocation package will be assessed on a case‑by‑case basis but will take into

consideration any cost of living differences/housing allowance, disturbance allowances and schooling

Internal promotions Where an existing employee is promoted to the Board, the Policy would apply from the date of promotion but there would be no retrospective application of the Policy in

relation to subsisting incentive awards or remuneration arrangements. Accordingly, prevailing elements of the remuneration package for an existing employee would be

honoured and form part of the ongoing remuneration of the employee. These would be disclosed to shareholders in the following year’s annual report on remuneration

The Company’s policy when setting fees for the appointment of new Non‑Executive Directors is to apply the Policy which applies to current Non‑Executive Directors, which is set out on

page 138.

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

5) Policy on payment for loss of office – cessation of employment and change of control

When determining any loss of office payment for a departing Director, the Committee will always seek to minimise the cost to the Company whilst complying with the contractual terms

and seeking to reflect the circumstances in place at the time. The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of

an existing legal obligation (or by way of damages for breach of such an obligation), or by way of settlement or compromise of any claim arising in connection with the termination of an

Executive Director’s office or employment.

When setting notice periods, the Committee has regard for market practice and corporate governance best practice. For new appointments, the notice period for Executive Directors will

be set at 12 months.

The following tables show how the Committee would expect to treat Executive Directors on cessation of employment or upon a change of control.

Cessation of employment

Remuneration

element

Approach

Circumstances of departure

of Executive Directors

A ‘good leaver’ is a person whose cessation of employment is for one of the following reasons:

• Death

• Ill‑health

• Injury or disability

• Redundancy

• Retirement

• Employing company ceasing to be a Group company

• Transfer of employment to a company which is not a Group company

• Where the person is designated a good leaver at the discretion of the Committee

A participant who is not a ‘good leaver’ is a ‘bad leaver’

Base salary, pension and

other benefits

Base salary, pension and benefits are paid in lieu of notice. Neither notice nor a payment in lieu of notice will be given in the event of gross misconduct

All‑employee share plan

(SAYE)

In line with plan rules

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

5) Policy on payment for loss of office – cessation of employment and change of control continued

Cessation of employment continued

Remuneration

element

Approach

Annual bonus The treatment under the annual bonus is as follows:

Good leavers

• Unless the Remuneration Committee determines otherwise, any bonus payable in respect of the year of cessation will be pro‑rated for time, and performance will be

tested at the normal date. The bonus will normally be paid in cash on the normal bonus payment date

• Unvested deferred share bonus awards will vest on their original vesting date

Bad leavers

• Bad leavers will forfeit any bonus in respect of the year of cessation and any unvested deferred share awards will lapse

The Remuneration Committee has the following elements of discretion:

• The Committee has discretion to defer 50% of the bonus earned in the year of cessation into shares for three years

• To allow the determination and payment of bonus as at the date of cessation. The Remuneration Committee will make this determination depending on the type of

good leaver reason resulting in the cessation

• To allow unvested deferred shares to vest on the date of cessation. The Remuneration Committee will make this determination depending on the type of good leaver

reason resulting in the cessation

FY25 LTIP The treatment under the FY25 LTIP is as follows:

Good leavers

• Vested awards at the date of cessation will normally become exercisable, subject to meeting the performance underpin, on the original date and will be pro‑rated for

time served over the period to the date they become exercisable. These awards will be subject to the holding period

• Awards which are exercisable will remain subject to the holding period

• Unvested awards, i.e. those awards that have not achieved the share price hurdle at the date of cessation will lapse

Bad leavers

• Unvested awards will lapse and any vested awards that are not exercisable, i.e. those that have met a share price hurdle but not completed the continuing employment

requirement, at the date of cessation, will also lapse

• Options which have already become exercisable, but have not yet been exercised will lapse

• Awards that have been exercised at the date of cessation will remain subject to the holding period

The Remuneration Committee has the following elements of discretion:

• To determine whether to pro‑rate vested but unexercisable awards for time served from the date of grant to the date of cessation. The normal policy will be strict

pro‑ration. The Remuneration Committee will make this determination depending on the type of good leaver reason resulting in the cessation

• To allow vested awards to become exercisable on cessation, the normal policy will be that no change is made to exercise dates. The Remuneration Committee will

make this determination depending on the type of good leaver reason resulting in the cessation

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

Remuneration

element

Approach

Buy‑out award Where cessation of employment occurs in relation to an Executive Director who has been granted a buy‑out award, the treatment would be in line with the terms of the

buy‑out award

Other contractual

obligations

There are no other contractual provisions other than those set out above that could impact the quantum of the payment

Change of control

Remuneration

element

Approach

Annual bonus • Annual bonus for the year in which a change of control event occurs will be pro‑rated for time and performance and paid in cash

• At the Remuneration Committee’s discretion, it may consider whether to disapply pro‑rating for a time

• Unvested deferred share awards will vest on change of control

• In the event of an internal corporate reorganisation, the Remuneration Committee may decide to replace unvested deferred share awards with equivalent new awards

over shares in the acquiring company

FY25 LTIP • Vested awards, i.e. those that have met a share price hurdle, will become exercisable on a change of control and not be subject to any time pro‑rating subject to

Committee’s assessment of the underpin

• Unvested awards will become exercisable on a change of control subject to the extent that any applicable performance target (i.e. the share price hurdle) has been

satisfied based on the deal share price and the Committee’s underpin assessment at that time. There will be no pro‑rating of any awards that vest and become

exercisable in this manner

• Any unvested awards that do not meet the share price hurdle based on the deal share price will lapse

• In the event of an internal corporate reorganisation, the Committee may decide to replace vested and unvested awards which are not yet exercisable with equivalent

new awards over shares in the acquiring company

Buy‑out award Where change of control occurs in relation to an Executive Director who has been granted a buy‑out award, the treatment would be in line with the terms of any such

buy‑out award

5) Policy on payment for loss of office – cessation of employment and change of control continued

Cessation of employment continued

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

6) Policy on malus and clawback

Malus provisions apply to the annual bonus and the FY25 LTIP. Malus is the adjustment of the annual bonus in the year it is earned, unvested deferred bonus shares or unvested or vested

FY25 LTIP awards which are not yet exercisable because of the occurrence of one or more circumstances. The adjustment may result in the value being reduced to nil.

Clawback is the recovery of cash payments made or vested deferred shares under the annual bonus or FY25 LTIP awards that are exercisable as a result of the occurrence of one or more

circumstances. Clawback may apply to all or part of a participant’s payment under the annual bonus or FY25 LTIP awards.

Element

Policy

Annual bonus – cash • Malus will apply up to the time of payment and clawback will apply for a period of two years post‑payment

Annual bonus – deferred

• Malus will apply during the vesting period and clawback will apply for a period of two years post‑vesting

FY25 LTIP • Malus will apply during the period when the awards are not exercisable, and clawback will apply for two years post the awards becoming exercisable

The circumstances in which malus and clawback could apply are as follows:

• Discovery of a material misstatement resulting in an adjustment in the audited accounts of the Group or any Group company

• The assessment of any performance condition or condition in respect of an annual bonus or FY25 LTIP award that was based on error, or inaccurate or misleading information

• The discovery that any information used to determine a cash bonus or the number of shares subject to a bonus share deferral or FY25 LTIP award was based on error, or inaccurate or

misleading information

• Action or conduct of a participant which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct

• Actions that result in a material failure of risk management of the Company, a Group company or a business unit of the Group

• The Company or any Group company or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of shares is materially reduced, provided

that the Board determines following an appropriate review of accountability that the participant should be held responsible (in whole or in part) for that insolvency or corporate failure

• Events or the behaviour of a participant have led to the censure of a Group company by a regulatory authority or have had a significant detrimental impact on the reputation of any

Group company provided that the Board is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage

is attributable to them

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

7) Discretions retained by the

Remuneration Committee

The Committee retains discretion,

consistent with market practice, in a

number of regards to the operation and

administration of the annual bonus and

FY25 LTIP (the FY25 LTIP being operated in

general terms according to the rules to be

approved by shareholders).

The areas where discretion is retained

includes, but is not limited to, the following:

• The participants

• The timing of an award

• The size of an award

• The determination of vesting and/or

payout

• Discretion required when dealing with a

change of control or restructuring of the

Group

• Determination of the treatment of leavers

based on the rules of the plan and the

appropriate treatment chosen

• Adjustments required in certain

circumstances (e.g. rights issues,

corporate restructuring events and

special dividends)

These discretions, which in certain

circumstances can be operated in both

an upward and downward manner, are

consistent with market practice and are

necessary for the proper and fair operation

of the plans so that they achieve their

original purpose.

The Committee has discretion in several

areas of policy as set out in this report.

In particular, the Committee will have

overriding discretion to change formulaic

outcomes (both downwards and upwards)

if they are out of line with underlying

performance of the Company. In addition,

the Committee has the discretion to

amend the Policy with regard to minor

or administrative matters where it would

be, in the opinion of the Committee,

disproportionate to seek or await

shareholder approval.

8) External directorships

The Board allows Executive Directors to

accept one appropriate outside commercial

Non‑Executive Director appointment

provided the aggregate commitment is

compatible with their duties as Executive

Directors. The Executive Director concerned

may retain fees paid for these services,

which will be subject to approval by the

Board before accepting. The Executive

Directors currently hold no external

directorships.

9) Service contracts for

ExecutiveDirectors

The service contract for Iain Percival is not

fixed term. Contracts are terminable by

either the Company or the Director on the

following bases:

Executive

Director

Notice

period

Date of signing

current service

contract

Iain Percival 12 months 12 September

2023

1. Although signing his appointment letter on

12September 2023, Iain Percival was appointed as

an Executive Director on 20 September 2023

Executive Directors are subject to annual

re‑election at the Company’s AGM.

The Directors’ contracts are kept at the

Company’s registered office.

10) Non-Executive Directors

letters of appointment

The Company’s policy is to appoint

Non‑Executive Directors to the Board with

a breadth of skills and experience that is

relevant to its business. Appointments

are made by the Board upon the

recommendations and advice from the

Nomination Committee (read more about

the Nomination Committee on pages 88 to

93). The Non‑Executive Directors do not

have service contracts but are appointed

under letters of appointment.

The Non‑Executive Directors were

appointed for an initial three‑year term and

their appointment continues subject to

annual re‑election at the Company’s AGM.

The table below sets out the date that each

Non‑Executive Director was first appointed

(date of signing first 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 existing Non‑Executives’ 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 at the Company’s

registered office.

Non‑Executive

Director

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

1. Although signing appointment letters prior to the

appointment, Clive Watson was appointed as a

Non‑Executive Director on 30 July 2020, Louis

Eperjesi on 3 January 2023 and Nicholas Mills on

20 October 2023

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Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

11) Consideration of conditions

elsewhere in the Group

The remuneration Policy throughout the

Company is based on ensuring that we can

attract and retain the most suitable people.

This principle is consistent with that applied

to the development of our remuneration

Policy for Executive Directors. Employee

views were not specifically sought in

determining this Policy and no comparison

metrics were used.

As part of our commitment to fairness

across the business, and in line with

requirements under the Corporate

Governance Code, we have set out

in the annual report on remuneration

information on the pay and conditions

of the wider workforce and comparisons

with the Executive Directors. We are

committed to transparency internally and

externally in relation to developments on

these important issues and will continue

to consider how our disclosures can be

enhanced going forward.

Pay structures across the Group

The Committee did not specifically

consult with employees when drawing

up the Directors’ remuneration Policy.

However, in making decisions on executive

pay, the Committee considers wider

workforce remuneration and conditions.

We recognise the importance of all of our

teams in delivering success and aim to

provide a remuneration package for our

employees which is aligned to our values

and remuneration principles across the

Group. Our remuneration for employees is

market competitive and operates the same

core structure as for Executive Directors,

including employee share and variable

pay plans, with pension provision for all

Directors and employees.

Prior to reviewing the remuneration

outcomes, the Committee will consider

a report covering key information such

as base pay levels and share scheme

participation.

Employee engagement

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 Director’s

engaged 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 40 for further information on

employee engagement.

12) Statement of shareholder views

At the Company’s 2023 AGM, 79.99% votes

were received in favour of Resolution 2,

the advisory vote to approve the Directors’

remuneration report for the year ended

31March 2023. In accordance with Provision

4 of the UK Corporate Governance Code,

the Company published a statement on

14 December 2023 providing an update

on the views received from shareholders

and actions taken following the vote. Prior

to the statement, our Chair engaged with

a number of our largest shareholders

to better understand their views on

remuneration at Trifast. The key theme

that emerged from these discussions was

the approach to long‑term incentives and

there were differing views in relation to

the most appropriate long‑term incentive

arrangement to align the interests of

shareholders and executives.

In light of the above feedback and as

set out in this report, the Committee has

reviewed Policy and proposed a new

long‑term incentive arrangement. Please

see the Chair’s statement on page 105 for

moredetails.

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146

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Directors’ remuneration policy continued

Results and proposed dividend

Total Group revenue from continuing

operations was £233.7m (FY23: £244.4m)

and the profit for the year before tax was

£1.2m (FY23: loss for the year before tax

£(2.7)m). Underlying profit before tax for

the Group was £6.5m (FY23: £9.3m); see

note 2 for breakdown.

The Directors recommend a final dividend

of 1.20p (FY23: 1.50p) per ordinary share to

be paid on 11 October 2024 to shareholders

registered at the close of business on

13September 2024. This, together with

the interim dividend of 0.60p (paid on

11April 2024) (FY23: 0.75p), brings the

total for the year to 1.80p (FY23: 2.25p).

The 2024 proposed final dividend has not

been included within creditors as it was not

approved before the year end. The 2024

interim dividend is also unrecognised as

itwas paid post year end.

The strategic report provides a detailed

analysis of the results in the year and an

indication of future developments.

Annual General Meeting

The Annual General Meeting will be held at

12.30pm on 10 September 2024 at the NDC,

Reedswood Park Road, Walsall WS2 8DQ.

Further details can be found in the Notice

ofMeeting.

Director insurance

The Company maintains an appropriate

level of Directors’ and Officer’s insurance in

respect of legal action against Directors as

permitted under the Company’s Articles of

Association and the Companies Act 2006.

No insurance cover would be provided in

the event that a Director is proven to have

acted dishonestly or fraudulently.

Directors and Directors’ interests

The Directors’ remuneration and their

interests in share capital are shown in the

remuneration report on pages 127 and

128. All Directors are subject to annual

re‑election; details can be found in the

corporate governance report on page 86.

Biographical details can be found on pages

82 and 83.

The Directors who held office during the

year were as follows:

Chair

S Lang

Non‑Executive Director

Chair of Nomination Committee

Appointed to the Board 10 August 2023 and

as Chair 15 September 2023

JPD Shearman

Non‑Executive Director

Chair of Nomination Committee

Resigned 14 September 2023

Executive Directors

IP Percival

Chief Executive Officer

Appointed 20 September 2023

SW Mac Meekin

Interim Chief Executive Officer

Appointed 20 February 2023

Resigned 19 September 2023

DM Hayes-Powell

Chief Financial Officer

Left 21 February 2024

Independent Non-Executive Directors

C Watson

Senior Independent Director

Chair of Audit & Risk Committee

LLA Eperjesi

Chair of Responsible Business Committee

Appointed 3 January 2023

L Whyte

Chair of Remuneration Committee

Appointed to the Board 11 March 2024

and as Chair of Remuneration Committee

1April2024

C Balmforth

Chair of Remuneration Committee

Retired 31 March 2024

Non-Executive Director

N Mills

Non‑Executive Director

Appointed 20 October 2023

The Directors present their Annual Report on the affairs of the Group, together with

the financial statements and auditor’s report, for the year ended 31March 2024

1. Although Kate Ferguson attends Board meetings, on the basis that she is not an appointed Board member,

her remuneration details are not included in this report

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Financial statements Additional information

147

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Directors’ report

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 31 March 2024

No. of

shares held

% of

shareholding

Harwood Capital LLP 19,645,000 14.43

Slater Investments Ltd 18,045,422 13.26

Schroder Investment Management Ltd 16,014,977 11.77

Huntington Management LLC 10,939,831 8.04

Threadneedle Asset Management Ltd 8,880,889 6.52

Mr. Michael Timms 7,000,000 5.14

As at 1 July 2024

No. of

shares held

% of

shareholding

Harwood Capital LLP 19,925,000 14.64

Slater Investments Ltd 17,862,456 13.12

Schroder Investment Management Ltd 14,864,992 10.92

Huntington Management LLC 10,939,831 8.04

Threadneedle Asset Management Ltd 8,742,770 6.42

Mr. Michael Timms 7,000,000 5.14

No Director holds >5% shares in the Company.

Employee Benefit Trust (EBT)

The number of Trifast 5p ordinary shares held by the Trifast EBT (as funded by the Group)

at 31 March 2024 was 1,373,663 (FY23: 1,896,098) which represented 1.0% of the fully paid

up share capital of the Company as at 31 March 2024 (FY23: 1.4%). During the year, 522,435

shares were transferred out to meet employee share obligations (FY23: 298,372) and no

further shares were acquired (FY23: nil). These shares are shown in the own shares held

reserve within equity on the balance sheet.

Financial instruments

Information in respect of the Group’s policies on financial risk management objectives,

including policies to manage credit risk, liquidity risk and foreign currency risk, along with

the capital structure of the Group, are given in note 26 to the financial statements.

Corporate governance

The corporate governance statement on pages 85 to 87 should be read as forming part of

the Directors’ report.

Takeover Directive

Where not provided elsewhere in the Directors’ report, the following provides the

additionalinformation required to be disclosed because of the implementation of the

Takeover Directive.

There are no restrictions on the transfer of ordinary shares in the capital of the Company

other than certain restrictions which may from time to time be imposed by law (for

example, insider trading law). In accordance with the Listing Rules of the Financial Conduct

Authority, certain employees are required to seek the approval of the Company to deal in

its shares.

The Company is not aware of any agreements between shareholders that may result in

restrictions on the transfer of shares or on voting rights.

No person has any special rights of control over the Company’s share capital and all its

shares are fully paid.

The rules governing the appointment and replacement of Directors are set out in the

corporate governance section of the Directors’ report on page 87.

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Financial statements Additional information

148

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Directors’ report continued

Takeover Directive continued

The Company’s Articles of Association may

only be amended by a special resolution at a

general meeting of shareholders.

The Company is party to banking

agreements that, upon a change of control

of the Company, could be terminable by the

bank concerned.

Outside of the extension of certain

Directors’ rolling contract periods and

notice periods, there are no agreements

between the Company and its Directors or

employees which provide for compensation

for loss of office or employment (whether

through resignation, purported redundancy

or otherwise) that occurs because of a

takeover bid.

The Company is not aware of any

contractual or other agreements which are

essential to its business which ought to be

disclosed in the Directors’ report.

Donations

The Group made no political donations

in the year (FY23: £nil). The Group made

£6,000 of charitable donations in the year

(FY23:£4,000).

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 £134,300 on

research and development in the year

(FY23:£90,400).

Employees

The Group has a policy of offering equal

opportunities to employees at all levels

in respect of the conditions of work.

Throughout the Group it is the Board’s

intention to provide possible employment

opportunities and training for disabled

people and to care for employees who

become disabled having regard to aptitude

and abilities. Our ESG statement can be

found on our website www.trifast.com and

further details are provided in the strategic

report and being a responsible business

sections of this Annual Report.

Regular consultation and meetings, formal,

virtual or otherwise, are held with all levels

of employees to discuss problems and

opportunities. Information on matters of

concern to employees is presented in the

in‑house letters and publications.

For more information on employee

engagement see page 40.

Energy and carbon reporting

For information on our energy use and

carbon emissions see pages 48 and 49.

Subsequent events

The Group disposed of TR Norge AS on

3April 2024, amended the interest cover

covenant for RCF and EDG for the banking

facilities on 2 May 2024, KBC Bank NV

(KBC) became a lender as an existing lender

transferred part of their commitment to

KBC and one of the customers filed for

an administration, see note 29 for further

details. 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

26 July 2024

Trifast House

Bellbrook Park

Uckfield

East Sussex TN22 1QW

Company registration number: 01919797

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Financial statements Additional information

149

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Directors’ report continued

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. Under that law the Directors

are required to prepare the Group financial

statements and have elected to prepare

the Company financial statements in

accordance with UK‑adopted international

accounting standards.

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

statements

• 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

Company’s transactions and disclose

with reasonable accuracy at any time the

financial position of the Company and

enable them to ensure that the financial

statements comply with the Companies

Act 2006. They are also responsible for

safeguarding the assets of the Company and

hence for taking reasonable steps for the

prevention and detection of fraud and other

irregularities. 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, which may vary from

legislation in other jurisdictions.

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

26 July 2024

Strategic report

Governance

Financial statements Additional information

150

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Annual Report for the year ended 31 March 2024

Statement of Directors’ responsibilities

in respect of the Annual Report and the financial statements

Independent auditor’s report

to the members of Trifast Plc

Opinion on the financial statements

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 2024 and of the Group’s loss 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 provisions of the Companies Act 2006; and

• the financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

We have audited the financial statements of Trifast Plc (the ‘Parent Company’) and

its subsidiaries (the ‘Group’) for the year ended 31 March 2024 which comprise the

Consolidated income statement, Consolidated statement of comprehensive income,

Consolidated and Company statement of changes in equity, Statements of financial

position, Statements of cash flows and notes to the financial statements, including a

summary of significant accounting policies. The financial reporting framework that

has been applied in their preparation is applicable law and 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.

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 believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our opinion. Our audit opinion is consistent with the additional report

to the audit committee.

Independence

Following the recommendation of the audit committee, we were appointed by the board

on 3 December 2019 to audit the financial statements for the year ended 31 March 2020

and subsequent financial periods. The period of total uninterrupted engagement including

retenders and reappointments is 5 years, covering the years ended 31 March 2020 to

31March 2024.

We remain independent of the Group and the 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.

Thenon‑audit services prohibited by that standard were not provided to the Group or

theParent Company.

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 and the Parent Company’s ability

to continue to adopt the going concern basis of accounting included:

• We reviewed the Directors’ assessment of going concern, their model’s computational

accuracy and challenged the key assumptions used in the forecasts by benchmarking

against historic forecasting accuracy at a subsidiary level. We also considered a

management’s sensitivity analysis;

• We reviewed and tested forecast compliance with quarterly interest cover and adjusted

leverage covenants in place;

• We evaluated to what extent the key inputs would need to deteriorate in order to break

the Group’s liquidity and then considered the likelihood of this occurring;

• We compared the Directors’ forecast against post year end management accounts to

assess the accuracy of management’s forecasts to date; and

• We reviewed the adequacy of the disclosure on going concern in the Group financial

statements.

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 and the Parent Company’s ability to continue as a going concern for a period

of at least twelve months from when the financial statements are authorised for issue.

In relation to the Parent Company’s reporting on how it has 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.

151

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Annual Report for the year ended 31 March 2024

Strategic report Governance

Financial statements

Additional information

Independent auditor’s report continued

to the members of Trifast Plc

Overview

Coverage 95% (2023: 97%) of Group profit before tax

92% (2023: 100%) of Group revenue

94% (2023: 100%) of Group total assets

Key audit matters 2024 2023

Recoverability of customer

specific inventory ✓ ✓

Goodwill impairment

✓ ✓

Materiality Group financial statements as a whole

£1,000k (2023:£970k) based on 0.4% (2023: 0.4%) of

group revenue.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its

environment, including the Group’s system of internal control, and assessing the risks

of material misstatement in the financial statements. We also addressed the risk of

management override of internal controls, including assessing whether there was evidence

of bias by the Directors that may have represented a risk of material misstatement.

The Group has 25 reporting components, based on our risk assessment we identified

4(2023: 5) companies including the Parent Company which, in our view, were significant

components and required a full scope audit of their complete financial information due to

their financial significance. A further 10 (2023: 15) companies were scoped in, either due to

their risk characteristics or for coverage.

The remaining 1 1 (2023: 5) components of the Group were not identified as being significant

or material to the Group and the financial information of these components were principally

subject to analytical review procedures performed by the Group audit team.

0% 20% 40% 60% 80% 100%

Adjusted

PBT

Revenue

Total

assets

The group engagement team performed procedures over 1 financially significant

component (2023: 1 financially significant and 1 specific scope component). BDO LLP

component teams performed procedures over 5 ( 2023: 5) components including 1

(2023:1) financially significant component, and 4 (2023: 4) specific scope components.

The remaining audit procedures were performed by overseas BDO network member firms.

Our involvement with component auditors

For the work performed by component auditors, we determined the level of involvement

needed in order to be able to conclude whether sufficient appropriate audit evidence has

been obtained as a basis for our opinion on the Group financial statements as a whole.

The Group audit team controlled and directed the work of the component audit teams.

This included providing detailed audit instructions and setting of component materiality.

Aplanned visit to two UK entities and one Italian entity were completed in person, of which

all entities were significant components, other interactions were completed on a remote

basis. The Group audit team held video calls in order to attend component team planning

and completion meetings together with open dialogue maintained throughout the audit.

We also performed reviews of selected working papers on the component audit teams

audit files.

Climate change

Our work on the assessment of potential impacts on climate‑related risks on the Group’s

operations and financial statements included:

• Enquiries and challenge of management to understand the actions they have taken to

identify climate‑related risks and their potential impacts on the financial statements and

adequately disclose climate‑related risks within the annual report;

• Our own qualitative risk assessment taking into consideration the sector in which the

Group operates and how climate change affects this particular sector; and

• Review of the minutes of Board and Audit Committee meeting and ESG Committee

and other papers related to climate change and performed a risk assessment as to how

the impact of the Group’s commitment as set out on page 65 may affect the financial

statements and our audit.

We challenged the extent to which climate‑related considerations, including the expected

cash flows from the initiatives and commitments have been reflected, where appropriate, in

management’s going concern assessment and viability assessment.

We also assessed the consistency of managements disclosures included as ‘Other

Information’/’Statutory Other Information’ on page 156 with the financial statements and

with our knowledge obtained from the audit.

Based on our risk assessment procedures, we did not identify there to be any Key Audit

Matters materially impacted by climate‑related risks.

Financially significant

Analytical procedures

Specified scope

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Financial statements

Additional information

Independent auditor’s report continued

to the members of Trifast Plc

An overview of the scope of our audit continued

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most

significant assessed risks of material misstatement (whether or not due to fraud) that 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 financial statements as a whole, and

in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How the scope of our audit addressed the key audit matter

Recoverability of

customer-specific inventory

Refer to the Accounting Policies

of the Group on pages 168 to 175

for further detail on the policies

impacting inventory provision

valuation together with Note 30

detailing the estimation uncertainty

over provisions for customer

specific inventory and Note 18 for

the financial disclosure of 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 for

commercial reasons or the customer’s product

line is discontinued, and component parts are

not being carried forward to new product lines.

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. We therefore

determined this to be a key audit matter.

We have:

• Tested the application of the provision methodology through sample testing the

classification of inventory between customer specific or standard inventory, the ageing

of inventory and the arithmetical accuracy of application of the methodology as relevant

to each component;

• Made enquiries of management over the status of any discontinued or delayed products

and their assessment of the recoverability of existing parts;

• On a sample basis, tested the appropriateness of the provision for a sample of inventory

lines by reference to historical sales or other relevant evidence to support the inventory

valuation; and

• On a sample basis, tested the net realisable value of inventory by agreeing to sales

documentation, including post year‑end sales documentation where available.

Key observations:

We did not identify any indicators to suggest that the estimates made in determining the

customer specific inventory provision were inappropriate.

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Additional information

Independent auditor’s report continued

to the members of Trifast Plc

Key audit matter How the scope of our audit addressed the key audit matter

Impairment

Refer to the Accounting Policies

of the Group on pages 168 to 175

for further detail on the policies

impacting impairment together with

Note 30 detailing the estimation

uncertainty over impairment and

Note 13 for the financial disclosure.

Goodwill and non‑current assets are significant

balances in the Consolidated Statement of

financial position and goodwill is subject to an

annual impairment review.

The recoverability is dependent on

management’s identification and allocation

of cash generating units, the consideration of

indicators of impairment for CGUs which do not

have goodwill and estimating both cashflows

and appropriate discount rates to apply in the

value in use calculation where an impairment

review is required.

Given the size of the goodwill and non‑current

asset balances, and the complexity of estimating

both cashflows and discount rates where an

impairment is required this is considered to

be an area of material estimation. Hence there

is a risk that the valuation of goodwill and

non‑current assets are inappropriate. Due to the

judgements involved, we consider this to be a

key audit matter.

We have:

• Assessed management’s impairment model for compliance with applicable accounting

standards and tested its computational accuracy;

• Assessed management’s identification and allocation of cash generating units, agreeing

the accuracy of the carrying value to the underlying accounting records;

• Considered the sensitivity of management’s impairment assessment to identify

CGU’s with a risk of material impairment and where there was no goodwill evaluated

management’ assessment of indicators of impairment;

• Where there is a risk of material impairment, identified and evaluated the appropriateness

of key assumptions and obtained supporting evidence where appropriate;

• With the assistance of our internal valuation experts, we tested the discount rate

assumptions to assess their reasonableness through corroboration to external sources;

Key observations:

We did not identify any matters to suggest that the estimates made by the Directors in the

calculation of the impairment were inappropriate.

An overview of the scope of our audit continued

Key audit matters continued

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to the members of Trifast Plc

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which

misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the

extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements,

and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Group financial statements Parent company financial statements

2024

2023

2024

2023

Materiality £1,000k

£970k

£485k

£150k

Basis for determining

materiality

0.4% of revenue

48% (2023: 15%) of Group materiality.

Rationale for the benchmark

applied

Considered the most stable performance measure of the group Based on our assessment of the components aggregation risk.

Performance materiality £650k

£630k

£315k

£97k

Basis for determining

performance materiality

65% of group materiality 65% of component materiality

Rationale for the percentage

applied for performance

materiality

Set taking account various factors including: the expected total value

of known and likely misstatements, brought forward misstatements,

management’s attitude towards adjustments, the number of material

estimates, and how homogeneous processes are within the group

Set taking account various factors including: the expected total value

of known and likely misstatements, brought forward misstatements,

management’s attitude towards adjustments, the number of material

estimates, and how homogeneous processes are within the parent

company.

Component materiality

For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, based on a percentage of between 48% and 90% (2023: 15% and 90%) of

Group materiality dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality ranged from £485k to £900k (2023: £150k to

£875k). In the audit of each component, we further applied performance materiality levels of 65% (2023: 65%) of the component materiality to our testing to ensure that the risk of errors

exceeding component materiality was appropriately mitigated.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £50k (2023: £50k) with those between £20k – £50k (2023: £19k – £50k)

being reported in aggregate. We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds.

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Financial statements

Additional information

Independent auditor’s report continued

to the members of Trifast Plc

Other information

The directors are responsible for the other information. The other information comprises

the information included in the annual report other than the financial statements and

our auditor’s report thereon. Our opinion on the financial statements does not cover the

other information and, except to the extent otherwise explicitly stated in our report, we

do not express any form of assurance conclusion thereon. 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.

Corporate governance statement

The Listing Rules require us to review 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.

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 or our knowledge obtained during the audit.

Going concern

and longer-term

viability

• The Directors’ statement with regards to the appropriateness

of adopting the going concern basis of accounting and any

material uncertainties identified set out on page 87; and

• The 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 76 and 77.

Other Code

provisions

• Directors’ statement on fair, balanced and understandable set

out on page 97;

• Board’s confirmation that it has carried out a robust assessment

of the emerging and principal risks set out on pages 66 to 75;

• The section of the annual report that describes the review of

effectiveness of risk management and internal control systems

set out on page 98; and

• The section describing the work of the audit committee set out

on pages 96 to 103.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course

of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on

certain opinions and matters as described below.

Strategic report

and Directors’

report

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

• the Strategic report and the Directors’ report have been

prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group

and Parent Company and its environment obtained in the course

of the audit, we have not identified material misstatements in the

strategic report or the Directors’ report.

Directors’

remuneration

In our opinion, the part of the Directors’ remuneration report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

Matters on which

we are required

to report by

exception

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.

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Additional information

Independent auditor’s report continued

to the members of Trifast Plc

The Group is also subject to laws and regulations where the consequence of

non‑compliance could have a material effect on the amount or disclosures in the financial

statements, for example through the imposition of fines or litigations. We identified such

laws and regulations to be health, safety and environmental laws as well as UK Bribery Act.

Our procedures in respect of the above included:

• Review of minutes of meeting of those charged with governance for any instances of

non‑compliance with laws and regulations;

• Review of correspondence with regulatory and tax authorities for any instances of

non‑compliance with laws and regulations;

• Review of financial statement disclosures and agreeing to supporting

documentation;and

• Involvement of tax specialists in the audit.

Fraud

We assessed the susceptibility of the financial statements to material misstatement,

including fraud. Our risk assessment procedures included:

• Enquiry with management and those charged with governance regarding any known or

suspected instances of fraud;

• Obtaining an understanding of the Group’s policies and procedures relating to:

• Detecting and responding to the risks of fraud; and

• Internal controls established to mitigate risks related to fraud.

• Review of minutes of meeting of those charged with governance for any known or

suspected instances of fraud;

• Discussion amongst the engagement team as to how and where fraud might occur in

the financial statements;

• Involvement of forensic specialists at the planning stage as part of the risk identification

process;

• Performing analytical procedures to identify any unusual or unexpected relationships

that may indicate risks of material misstatement due to fraud; and

• Considering remuneration incentive schemes and performance targets and the related

financial statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be

inventory, revenue recognition and management override of controls.

Responsibilities of Directors

As explained more fully in the Statement of Directors’ responsibilities, 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.

Extent to which the audit was capable of detecting irregularities,

includingfraud

Irregularities, including fraud, are instances of non‑compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

• Our understanding of the Group and the industry in which it operates;

• Discussion with management and those charged with governance; and

• Obtaining and understanding of the Group’s policies and procedures regarding

compliance with laws and regulations, we considered the significant laws and

regulations to be the applicable accounting standards, Companies Act 2006, the UK

Listing Rules and certain requirements from the UK and overseas tax legislation.

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Additional information

Independent auditor’s report continued

to the members of Trifast Plc

Use of our report

This report is made solely to the Parent 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 Parent 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

Parent Company and the Parent Company’s members as a body, for our audit work, for this

report, or for the opinions we have formed.

James Fearon (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

Gatwick, UK

26 July 2024

BDO LLP is a limited liability partnership registered in England and Wales (with registered

number OC305127).

Auditor’s responsibilities for the audit of the financial statements continued

Extent to which the audit was capable of detecting irregularities, including

fraud continued

Fraud continued

Our procedures in respect of the above included:

• Assessing significant estimates made by management for bias (see key audit matters);

and

• Addressing the risk of management override of controls, including testing of journals

exhibiting unusual pairings over revenue and inventory, or descriptions to supporting

documentation and evaluating whether there was evidence of bias in estimates (i.e.

inventory provisions, forecast cashflows used in impairment and going concern

assessments) or judgements by the Directors that represented a risk of material

misstatement due to fraud. To address the risk of fraud due to revenue recognition

through our journals testing, we set expectations of revenue pairings and investigated

any that fell outside that expectation. Other testing of fraud due to revenue recognition

included the testing of cut‑off of revenue and group adjustments to supporting

documentation.

We also communicated relevant identified laws and regulations and potential fraud risks

to all engagement team members including component engagement teams who were

all deemed to have appropriate competence and capabilities and remained alert to any

indications of fraud or non‑compliance with laws and regulations throughout the audit. For

component engagement teams, we also reviewed the result of their work performed in this

regard.

Our audit procedures were designed to respond to risks of material misstatement in the

financial statements, recognising that the risk of not detecting a material misstatement

due to fraud is higher than the risk of not detecting one resulting from error, as fraud may

involve deliberate concealment by, for example, forgery, misrepresentations or through

collusion. There are inherent limitations in the audit procedures performed and the further

removed non‑compliance with laws and regulations is from the events and transactions

reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditor’s report.

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Financial statements

Additional information

Consolidated income statement

for the year ended 31 March 2024

		2024	2023
	Note	£000	£000
Continuing operations
Revenue	3, 35	2 33 ,67 1	24 4 , 39 1
Cost of sales		(1 74 , 4 0 4)	(1 82 ,4 62)
Gross profit		59 , 267	6 1,92 9
Other operating income	4	721	510
Distribution expenses		(6 ,6 33)	(6 ,7 2 7)
Administrative expenses before separately disclosed items		(4 1 , 3 2 1)	(4 3 , 7 2 8)
Acquired intangible amortisation	2, 13	(1,78 0)	(1 ,79 8)
Project Atlas	2	(2 ,07 9)	(1 ,72 2)
Restructuring and related charges	2	(1,4 91)	(4,235)
Impairment of non‑current assets	2, 10. 12, 13	(1,96 4)	(2 ,9 26)
Settlement for loss of office	2	—	(1 , 0 5 0)
Aborted acquisition costs	2	—	(26 1)
Total administrative expenses		(4 8 , 6 3 5)	(5 5 ,7 2 0)
Share of loss of joint venture accounted for using the equity method	36	(9 0)	—
Operating profit/(loss)	5, 6, 7	4,630	(8)
Financial income	8	269	15 8
Financial expenses	8	(5, 6 88)	(2, 8 42)
Net financing costs		(5 ,41 9)	(2, 6 8 4)
Loss before taxation	3	(78 9)	(2,69 2)
Taxation	9	(3 ,651)	(1 74)
Loss for the year
(attributable to equity shareholders of the Parent Company)		(4 , 4 4 0)	(2 , 86 6)
Loss per share
Basic	25	(3. 29)p	(2 .12)p
Diluted	25	(3. 29)p	(2 .12)p

The notes on pages 168 to 227 form part of these financial statements.

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Financial statements

Additional information

Consolidated statement of comprehensive income

for the year ended 31 March 2024

	2024	2023
	£000	£000
Loss for the year	(4 , 4 4 0)	(2 , 86 6)
Other comprehensive income/(expense) for the year:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations	(5,075)	4,05 3
Gain/(loss) on a hedge of a net investment taken to equity	889	(1 ,655)
Other comprehensive income/(expense)	(4 , 1 8 6)	2, 398
Total comprehensive (expense)/income recognised for the year
(attributable to the equity shareholders of the Parent Company)	(8,626)	(4 6 8)

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Financial statements

Additional information

Consolidated statement of changes in equity

for the year ended 31 March 2024

	Share	Share	Merger	Own	Translation	Retained	Total
	capital	premium	reserve	shares held	reserve	earnings	equity
	£000	£000	£000	£000	£000	£000	£000
Balance at 31 March 2023	6,805	22 ,530	16,328	(3 ,017)	14 ,68 2	78 ,5 61	135, 889
Total comprehensive expense for the year:
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	—	(82 3)	—
Dividends (note 24)	—	—	—	—	—	(3 ,026)	(3,0 26)
Total transactions with owners	1	7	—	823	—	(3, 91 6)	(3 ,08 5)
Balance at 31 March 2024	6,806	22, 537	16, 328	(2 ,1 9 4)	1 0,496	70, 20 5	1 24,17 8

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Financial statements

Additional information

Consolidated statement of changes in equity continued

for the year ended 31 March 2023

	Share	Share	Merger	Own	Translation	Retained	Total
	capital	premium	reserve	shares held	reserve	earnings	equity
	£000	£000	£000	£000	£000	£000	£000
Balance at 31 March 2022	6,804	22, 512	16 ,328	(3, 4 87)	12, 28 4	8 4, 704	139,145
Total comprehensive income/(expense) for the year:
Loss for the year	—	—	—	—	—	(2 , 8 66)	(2 ,8 6 6)
Other comprehensive income for the year	—	—	—	—	2,39 8	—	2 ,39 8
Total comprehensive income/(expense) recognised for the year	—	—	—	—	2, 398	(2 ,8 6 6)	(4 6 8)
Issue of share capital (note 24)	1	18	—	—	—	—	19
Share‑based payment transactions (net of tax) (note 22)	—	—	—	—	—	5	5
Movement in own shares held (note 24)	—	—	—	470	—	(4 7 0)	—
Dividends (note 24)	—	—	—	—	—	(2, 81 2)	(2 , 81 2)
Total transactions with owners	1	18	—	470	—	(3 , 277)	(2,7 8 8)
Balance at 31 March 2023	6,805	2 2,530	1 6, 328	(3,017)	14,682	78 , 561	13 5, 88 9

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Financial statements

Additional information

Company statement of changes in equity

for the year ended 31 March 2024

capital

£000

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

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Additional information

Company statement of changes in equity continued

for the year ended 31 March 2023

capital

£000

premium

£000

Merger

reserve

£000

Own

shares held

£000

Retained

earnings

£000

Total

equity

£000

Balance at 31 March 2022 6,804 22,512 16,328 (3,487) 26,866 69,023

Total comprehensive expense for the year:

Profit/(loss) for the year — — — — (4,325) (4,325)

Total comprehensive expense/(loss) recognised for the year — — — — (4,325) (4,325)

Issue of share capital (note 24) 1 18 — — — 19

Share‑based payment transactions (net of tax) (note 22) — — — — 5 5

Movement in own shares held (note 24) — — — 470 (470) —

Dividends (note 24) — — — — (2,812) (2,812)

Total transactions with owners 1 18 — 470 (3,277) (2,788)

Balance at 31 March 2023 6,805 22,530 16,328 (3,017) 19,264 61,910

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Financial statements

Additional information

Statements of financial position

at 31 March 2024

		Group		Company
			2023
		2024	£000	2024	2023
	Note	£000	(restated)	£000	£000
Non-current liabilities
Other interest‑bearing
loans and borrowings	20, 26	41 , 8 4 8	69, 825	41,848	69,825
Right‑of‑use liabilities	12, 20, 26	15,03 1	12, 31 5	99	17
Other payables	21	8 92	1,0 77	—	—
Provisions	23	1, 548	1,443	—	—
Deferred tax liabilities	16, 17	2 ,1 05	1,663	—	—
Total non-current liabilities		61 , 424	8 6, 323	41,947	69,842
Total liabilities	3	105, 981	130,69 7	50,672	72,654
Net assets		124 ,178	135, 8 89	63,475	61,910
Equity
Share capital		6,806	6 ,805	6,806	6,805
Share premium		22 , 537	2 2,530	22,537	22,530
Merger reserve		16,328	16, 328	16,328	16,328
Own shares held		(2 ,1 9 4)	(3 ,017)	(2,194)	(3,017)
Translation reserves		10,49 6	14,682	—	—
Retained earnings		70 , 20 5	78 ,5 61	19,998	19,264
Total equity		124 ,178	135 ,8 89	63,475	61,910

The profit after tax for the Company is £4.6m (FY23: loss after tax £4.3m).

The notes on pages 168 to 227 form part of these financial statements.

These financial statements were approved by the Board of Directors on 26 July 2024 and

were signed on its behalf by:

Iain Percival

Director

		Group		Company
			2023
		2024	£000	2024	2023
	Note	£000	(restated)	£000	£000
Non-current assets
Property, plant and equipment	10, 11	1 9 ,070	1 9, 417	5	6
Right‑of‑use assets	12	16,45 0	14, 395	55	36
Intangible assets	13, 14	36 , 275	40,451	6,097	7,854
Equity investments	15, 36	159	—	42,186	42,298
Non‑current trade and other receivables	19	—	—	61,208	76,848
Deferred tax assets	16, 17	4, 256	4, 289	63	998
Total non-current assets		76, 21 0	78 ,5 52	109,614	128,040
Current assets
Inventories	18	73 ,403	90,9 48	—	—
Trade and other receivables	19	59,039	6 3,1 5 8	3,623	3,754
Assets classified
as held for sale	10, 11, 29	623	2,1 30	—	2,130
Cash and cash equivalents	26	2 0,8 84	31, 798	910	640
Total current assets		153, 949	1 88 ,034	4,533	6,524
Total assets	3	230, 159	266,5 86	114,147	134,564
Current liabilities
Trade and other payables	21	3 6,21 8	35 , 5 07	1,660	2,395
Right‑of‑use liabilities	12, 20, 26	3 , 392	3,49 8	11	21
Other interest‑bearing
loans and borrowings	20, 26	—	—	6,447	—
Provisions	23	2 ,432	2,8 09	607	396
Liabilities classified
as held for sale	29	348	—	—	—
Tax payable		2 ,1 67	2, 560	—	—
Total current liabilities		44 , 557	44,37 4	8,725	2,812

165

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Annual Report for the year ended 31 March 2024

Strategic report Governance

Financial statements

Additional information

Statements of cash flows

for the year ended 31 March 2024

		Group		Company
			2023
		2024	£000	2024	2023
	Note	£000	(restated)	£000	£000
Cash flows from operating activities
(Loss)/profit for the year		(4 , 4 4 0)	(2 , 8 66)	4,663	(4,325)
Adjustments for:
Depreciation and amortisation	10, 11, 13, 14	5,61 6	5 , 47 1	710	638
Right‑of‑use asset depreciation	12	4,0 68	3,640	26	23
Unrealised foreign currency loss/(gain)		(24 8)	(5 0)	1	(43)
Financial income	8	(2 69)	(1 58)	(1,792)	(1,268)
Financial expense (excluding right‑of‑use liabilities)	8	4 ,8 93	2,412	4,914	2,383
Right‑of‑use liabilities’ financial expense	8, 12	79 6	430	3	1
Profit on assets classified as held for sale		(2 , 01 4)	—	(2,014)	—
Loss/(profit) on sale of property, plant and equipment, intangibles and investments		(59)	149	—	9
Dividends received		—	—	(15,657)	(7,4 34)
Equity settled share‑based payment charge		(1 01)	24	1	(398)
Impairment of goodwill and intangible assets	2, 3, 13	1 , 476	2,926	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)	—
Investments and loans/debtors due from subsidiaries written off		—	—	175	—
Impairment of right‑of‑use assets and property, plant and equipment	2, 10, 11, 12	1 ,330	1 , 426	—	—
Taxation expense/(income)	9	3,651	1 74	953	(300)
Operating cash inflow/(outflow) before changes in working capital and provisions		14 , 245	13, 578	(6,764)	(10,714)
Change in trade and other receivables		(4)	392	1,037	(536)
Change in inventories		14,977	215	—	—
Change in trade and other payables		3, 593	(10, 4 87)	(450)	661
Change in provisions		(9 0 0)	2 ,792	214	396
Cash generated from/(used in) operations		31,91 1	6,49 0	(5,963)	(10,193)
Tax paid		(3 ,335)	(3 , 5 29)	(10)	—
Net cash generated from/(used in) operating activities		28 , 576	2,9 61	(5,973)	(10,193)

166

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Annual Report for the year ended 31 March 2024

Strategic report Governance

Financial statements

Additional information

Statements of cash flows continued

for the year ended 31 March 2024

		Group		Company
			2023
		2024	£000	2024	2023
	Note	£000	(restated)	£000	£000
Cash flows from investing activities
Proceeds from sale of property, plant and equipment		91	27	—	—
Proceeds from sale of assets classified as held for sale	10	4,1 4 4	—	4,144	—
Interest received		265	138	804	366
Investment in joint venture		(1 62)	—	—	—
Acquisition of property, plant and equipment and intangibles	10, 11, 13, 14	(4 , 5 7 3)	(5,625)	(429)	(1,394)
Lending to subsidiary undertakings		—	—	(6,421)	(9,897)
Repayment by subsidiary undertakings		—	—	20,512	2,125
Dividends received		—	—	15,115	7,43	4
Net cash generated (used in)/from investing activities		(235)	(5 , 4 6 0)	33,725	(1,366)
Cash flows from financing activities
Proceeds from the issue of share capital	24	8	19	8	19
Proceeds from new loan		—	1 6,423	—	16,423
Repayment of external loans	33	(116,500)	—	(116,500)	—
Proceeds from external loans	33	91 , 414	—	91,414	—
Proceeds from loans from subsidiaries		—	—	6,447	—
Repayment of right‑of‑use liabilities	12	(3, 362)	(3 ,79 2)	(22)	(24)
Dividends paid	24	(3,02 6)	(2 , 8 12)	(3,026)	(2,812)
Interest paid		(6 ,70 2)	(2 ,47 7)	(5,803)	(2,011)
Net cash generated (used in)/from financing activities		(38 ,1 6 8)	7, 3 6 1	(27,482)	11,595
Net change in cash and cash equivalents		(9, 827)	4 ,8 62	270	36
Cash and cash equivalents at 1 April		31 ,798	2 6 , 74 1	640	604
Effect of exchange rate fluctuations on cash held		(1, 08 7)	1 95	—	—
Cash and cash equivalents at 31 March		2 0,8 84	31,7 98	910	640

167

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report Governance

Financial statements

Additional information

Notes to the financial statements

for the year ended 31 March 2024

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 232.

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 2023 but

they do not have a material effect on the Group financial statements.

There are a number of standards, amendments to standards, and interpretations which

have been issued by the IASB that are effective in future accounting periods that the

Group has decided not to adopt early.

The following amendments are effective for the period beginning on or after

1 January 2024:

• IAS 7 Supplier Finance Arrangements (Amendment – Disclosure of Accounting Policies)

• IAS 16 Sale and Leaseback (Amendment – Recognition of Gains and Losses)

• IAS 1 Classification of Liabilities as Current or Non‑Current & Covenants (Amendment –

Disclosure of Accounting Policies)

The following standards and amendments are effective for the period beginning on or after

1 January 2025:

• IAS 21 Lack of Exchangeability – Explicit Requirements for Determination of an

Exchange Rate

• IFRS 18 Presentation and Disclosure in Financial Statements

• IFRS 19 Subsidiaries without Public Accountability: Disclosures

The Group is currently assessing the impact of these accounting standards and

amendments. The Group does not expect them to have a significant impact on the

financial statements.

b) Basis of preparation

The financial statements are prepared in Sterling (which is also the functional currency),

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 Adopted IFRS that have

significant effect on the financial statements and estimates with a significant risk of

material adjustment in the next year is 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

28 to 35. Detailed information regarding the Group’s current facility levels, liquidity, credit,

interest and foreign exchange risk is provided in note 26.

168

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Annual Report for the year ended 31 March 2024

Strategic report Governance

Financial statements

Additional information

Notes to the financial statements continued

for the year ended 31 March 2024

1 Material accounting policies continued

b) Basis of preparation continued

Going concern continued

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 and amendment obtained subsequent to the year end provide

appropriate headroom against forecasts based on the current outlook. There are some

headwinds in the global economic environment including the elevated interest rate

environment; however, should there be adverse factors beyond expectation including

further increases in interest rates, 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. Management has also performed reverse stress testing scenarios to identify the

points at which limits for EBITDA and net debt are breached, the key inputs of which have

been disclosed on pages 76 and 77. Thus, 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.

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)).

169

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Annual Report for the year ended 31 March 2024

Strategic report Governance

Financial statements

Additional information

Notes to the financial statements continued

for the year ended 31 March 2024

1 Material accounting policies continued

f) Property, plant and equipment continued

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

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. 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.

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.

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)).

Negative goodwill arising on an acquisition is recognised directly in profit or loss.

170

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report Governance

Financial statements

Additional information

Notes to the financial statements continued

for the year ended 31 March 2024

1 Material accounting policies continued

g) Intangible assets continued

ii) Other intangible assets

Expenditure on Project Atlas is capitalised as the system is technically and commercially

feasible, and the Group intends to and has the technical ability and sufficient resources to

complete development, future economic benefits are probable and the Group can measure

reliably the expenditure attributable to the asset during its development. The expenditure

capitalised 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.

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

Investments in subsidiaries 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.

171

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Annual Report for the year ended 31 March 2024

Strategic report Governance

Financial statements

Additional information

1 Material accounting policies continued

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 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.

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.

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.

Notes to the financial statements continued

for the year ended 31 March 2024

172

Trifast plc | Recover, Rebuild, Resilience

Annual Report for the year ended 31 March 2024

Strategic report Governance

Financial statements

Additional information

Notes to the financial statements continued

for the year ended 31 March 2024

1 Material accounting policies continued

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.

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.

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1 Material accounting policies continued

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. 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.

Notes to the financial statements continued

for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

1 Material accounting policies continued

t) Separately disclosed items (see note 2)

Separately disclosed items are those significant items which in management’s judgement

should be highlighted by virtue of their size or incidence to enable a full understanding of

the Group’s financial performance.

IAS 1 permits an entity to present additional information for specific items to enable users

to better assess the entity’s financial performance. The Directors have considered the

requirements of applicable accounting standards, along with additional guidance around

Alternative Performance Measures (APMs), and believe it is appropriate to inform users

regarding various items and disclose those items which are deemed one‑off, material

or non‑recurring in size or nature, in alignment with the Group’s internal management

reporting. As such, the Group is disclosing as supplementary information an ‘underlying

profit before tax’ APM which is reconciled to statutory profit in the notes to the financial

statements and is consistent with IFRS 8 segmental reporting.

Separate presentation of the ‘separate disclosed items’ is intended to enhance 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.

The Directors exercise judgement in determining the classification of certain items as

‘separately disclosed items’ using quantitative and qualitative factors. ‘Separately disclosed

items’ are those significant items which in the Directors judgement should be highlighted

by virtue of their size or incidence to enable a full understanding of the Group’s financial

performance and the specific circumstances which have led to the item arising and if the

item is likely to recur.

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.

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Additional information

2 Underlying profit before tax and separately disclosed items

		2024	2023
	Note	£000	£000
Underlying profit before tax		6,525	9,300
Separately disclosed items within administrative expenses
Acquired intangible amortisation	13	(1,780)	(1,798)
Project Atlas		(2,079)	(1,722)
Restructuring and reorganisation related charges		(1,491)	(4,235)
Impairment of non‑current assets	13	(1,964)	(2,926)
Settlement for loss of office		—	(1,050)
Aborted acquisition costs		—	(261)
Profit/(loss) before tax		(789)	(2,692)

		2024	2023
	Note	£000	£000
Underlying EBITDA		19,848	19,297
Separately disclosed items within administrative expenses
Project Atlas		(2,079)	(1,722)
Restructuring and reorganisation related charges		(1,491)	(4,235)
Impairment of non‑current assets	13	(1,964)	(2,926)
Settlement for loss of office		—	(1,050)
Aborted acquisition costs		—	(261)
EBITDA		14,314	9,103
Acquired intangible amortisation	13	(1,780)	(1,798)
Depreciation and non‑acquired amortisation		(7,904)	(7, 313)
Operating profit/(loss)		4,630	(8)

1. The settlement for loss of office costs of £0.5m (FY23: £1.1m) is included within restructuring and reorganisational related charges, see note 2 and note 7

Notes to the financial statements continued

for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2023

2 Underlying profit before tax and separately disclosed items continued

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 is a multi‑year investment into our IT infrastructure and underlying business

processes. As a consequence of the work undertaken to date on this project, we have

incurred direct costs of £1.1m in FY24 (FY23: £1.7m), largely relating to the project team

and the ongoing roll out. We have excluded these costs from our underlying results, to

reflect the unusual scale and one‑off nature of this multi‑year project. The cost has been

excluded in order to provide shareholders with a better understanding of our underlying

trading performance during this period of investment. This investment will be recorded

as a combination of capital expenditure and separately disclosed items, dependent on

accounting convention. The financial impact of the work undertaken to date on this project

totals direct costs of £1.3m in FY24 (cumulatively £18.7m), of which £0.2m has been

recognised (cumulatively £8.2m) as intangible assets on the balance sheet. Out of the

£8.2m recognised as intangible assets on the balance sheet cumulatively as at 31 March

2024, £7.3m has been capitalised in relation to the sites which have gone live on the new

IT system. Subsequent to the year end, TR Houston IT system went live in April 2024 which

completes the current phase of investment in this IT system.

Project Atlas costs also include impairment of intangible assets under development

related to a ‘customer engagement’ software being developed amounting to £0.9m. These

costs were incurred primarily in the previous years and the project was shelved as it was

apparent that the solution would not be truly global and will result in significant additional

cost before the project can benefit the entire group. An alternate ‘customer engagement’

system is currently being developed‑inhouse called ‘Connect360’ and is scheduled to go

live in FY25.

Restructuring and reorganisation charges of £1.5m in the current year primarily comprises

of the following:

	2024	2023
	£000	£000
National Distribution Centre costs	2,363	—
Restructuring and other related charges Q4 FY23
programme	(901)	4,235
Profit on sale of assets related to restructuring	(2,014)	—
Restructuring and other related charges Q4 FY24
programme	1,871	—
Others	172	—
Total	1,491	4,235

In FY23 restructuring and reorganisation charges of £4.2m were as a result of a strategic

review of operations and functions initiated in Q4 FY23 and approved by the Board on

28 March 2023. The charges included costs in respect of a down‑sizing of personnel,

primarily within the UK, due to the centralisation of multi‑site distribution centres

into a National Distribution Centre (NDC) in the Midlands and the closure of our UK

manufacturing site in Uckfield. These efficiency initiatives resulted in restructuring costs

including redundancies. The charges also included impairment of non‑current assets

due to the closure of certain offices and warehouses within the UK directly related to the

restructuring programme initiative and setting up the NDC. The closure of the offices/

warehouses and redundancies occurred during the financial year FY24 and the last move

related to Manchester site was completed in June FY25.

As a result of the restructuring initiated in Q4 FY23 set up charges relating to the National

Distribution Centre amounting to £2.4m were incurred, primarily relating 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 NDC in the Midlands.

Income of £0.9m 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.

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Additional information

2 Underlying profit before tax and separately disclosed items continued

Event-driven items continued

Profit on sale of assets held for sale of £2.0m 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 2024.

Further to our announcement on 22 January 2024, we have provided for restructuring and

related charges of £1.9m are a result of a further Group restructuring programme initiated

in Q4 FY24 and approved by the Board in March 2024 to further reduce operating cost

through a c.10% cutback in our non‑operational staff globally. As part of this restructure,

we will establish a leaner organisational structure to enable faster decision‑making.

In parallel, we are undertaking a strategic review of our global footprint and initiated

a transformation programme to identify further cost efficiencies which will reset our

business for the future. ‘Others’ in the table above include professional fees incurred

towards initiating the transformation programme.

Impairment of non‑current assets in FY24 of £1.9m (£0.5m Intangible assets, £1.0m

Right‑of‑use assets and Property, plant & equipment £0.4m) relates to TR Hungary Kft

(‘TR Hungary’) cash generating unit. Impairment of goodwill of £2.9m in FY23 relates to

the TR Italy SPA (‘TR Italy’) cash generating unit. We have excluded these costs from our

underlying results both due to their size and incidence. See note 13 for further details.

Settlement for loss of office costs of £1.0m were recognised in the prior year due to the

CFO and CEO leaving the Group in FY23. The costs include payment in lieu of notice,

compensation for loss of office and loss of contractual benefits. We have excluded these

costs from our underlying results both due to their size and incidence. Aborted acquisition

costs of £0.3m in FY23 were incurred in the year in relation to a potential target which was

aborted in July 2022. They are excluded from underlying results to help provide a better

understanding of the trading performance of the Group.

Management removes the event‑driven costs and unusual and 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 Norway, Sweden, Hungary, Holland, Italy, Germany and Spain

• North America

• Asia: includes Malaysia, China, Singapore, Taiwan, Thailand and India

Ireland, up until FY23, was reported and reviewed as part of Europe. However, for FY24 it

is now reported and reviewed as part of UK & Ireland segment. Hence, for the disclosure in

FY24 below, Ireland is reported as part of the UK segment and FY23 numbers are restated

to include Ireland within the UK.

Notes to the financial statements continued

for the year ended 31 March 2023

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Annual Report for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

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.

			North		Common
	UK & Ireland	Europe	America	Asia	amounts	Total
March 2024	£000	£000	£000	£000	£000	£000
Revenue
Revenue from external customers	73,394	86,403	28,989	44,885	—	233,671
Inter‑segment revenue	4,151	1,635	236	7,177	—	13,199
Total revenue	77,545	88,038	29,225	52,062	—	246,870
Underlying operating result	3,383	5,925	1,552	7,996	(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)
Specific disclosure items
Depreciation and amortisation	(2,634)	(3,767)	(825)	(1,723)	(735)	(9,684)
Assets and liabilities
Non‑current asset additions	9,517	1,417	177	713	474	12,299
Non‑current assets	24,763	15,352	5,080	20,598	6,161	71,954
Segment assets	73,738	69,610	24,342	55,107	7,3 62	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

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3 Operating segmental analysis continued

Geographical operating segments continued

	UK & Ireland	Europe	North		Common	Total
	£000	£000	America	Asia	amounts	£000
March 2023	(restated)	(restated)	£000	£000	£000	(restated)
Revenue
Revenue from external customers	80,620	82,599	29,657	51,515	—	244,391
Inter‑segment revenue	6,034	3,075	271	8,893	—	18,273
Total revenue	86,654	85,674	29,928	60,408	—	262,664
Underlying operating result	5,507	2,917	1,256	9,473	(7,169)	11,984
Net financing costs	(376)	(634)	(593)	28	(1,109)	(2,684)
Underlying segment result	5,131	2,283	663	9,501	(8,278)	9,300
Separately disclosed items (see note 2)	4,002	4,073	401	88	3,428	(11,992)
Profit/(loss) before tax	1,129	(1,790)	262	9,413	(11,706)	(2,692)
Specific disclosure items
Depreciation and amortisation	(2,279)	(3,500)	(902)	(1,770)	(660)	(9,111)
Government support income	—	—	—	—	—	—
Assets and liabilities
Non‑current asset additions	1,231	5,702	1,082	2,222	1,412	11,649
Non‑current assets	17,8 80	19,838	5,920	22,725	7,900	74, 263
Segment assets	75,713	82,221	27,426	69,475	11,751	266,586
Segment liabilities	(23,657)	(17,659)	(3,612)	(13,608)	(72,161)	(130,697)

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, £7.3m (FY23: £12.0m) was sold into the European market. Of the Asian external revenue, £5.3m (FY23: £5.8m) was sold into the North American market and £4.5m (FY23: £7.6m)

was sold into the European market.

Within Europe, TR Italy has revenue of £28.2m (FY23: £27.3m) and non‑current assets of £10.0m (FY23: £11.7m).

Within Asia, TR Formac Singapore has revenue of £18.7m (FY23: £20.4m) and non‑current assets of £3.9m (FY23: £4.5m).

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 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

4 Other operating income

	2024	2023
	£000	£000
Rental income received from freehold properties	16	16
Other income	704	494
	720	510

Other income primarily includes tax credits for manufacturing investments in Industry 4.0

at VIC of £0.4m (FY23: £0.4m).

Included within other income is <£0.1m (FY23: <£0.1m) of R&D tax credits.

5 Expenses and auditor’s remuneration

Included in profit for the year are the following:

		2024	2023
	Note	£000	£000
Depreciation and non‑acquired
amortisation	10, 13	3,836	3,673
Right‑of‑use assets depreciation	12	4,068	3,640
Amortisation of acquired intangibles	13	1,780	1,798
Short‑term/low‑value lease expense	12	230	210
Net foreign exchange loss		(646)	273
Project Atlas (including impairment of ‘Customer engagement’ software)		2,079	1,722
Loss/(profit) on disposal of fixed assets		(59)	149
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:

	2024	2023
	£000	£000
Audit of these financial statements	394	378
Audit of financial statements of subsidiaries pursuant
to legislation	436	415
Other assurance services	68	59
Total	898	852

Other assurance services 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
	2024	2023	2024	2023
Office and management	112	123	32	32
Manufacturing	325	357	—	—
Sales	187	205	—	—
Distribution	608	667	—	—
	1,232	1,352	32	32

The aggregate payroll costs of these people were as follows:

	Group		Company
	£000		£000
	2024	2023	2024	2023
Wages and salaries
(including accrued
bonus)	38,794	42,534	3,421	3,280
Share‑based payments	(102)	32	1	(262)
Social security costs	4,485	4,269	508	453
Contributions to defined
contribution plans (see
note 22)	2,366	2,457	178	185
	45,543	49,292	4,108	3,656

The payroll costs above exclude settlement for loss of office costs of £0.5m (FY23: £1.1m),

see note 7 and note 2.

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Notes to the financial statements continued

for the year ended 31 March 2024

7 Directors’ emoluments

	2024	2023
	£000	£000
Directors’ emoluments	1,104	1,010
Compensation for loss of office	353	1,006
Company contributions to money
purchase pension plans	13	13
Pension cash payments	11	14
	1,481	2,043

The emoluments of individual Directors are shown in the remuneration report on pages

104 to 130.

The aggregate emoluments of the highest paid Director excluding pensions and excluding

compensation for loss of office was £0.29m (FY23: £0.37m), which included no vested LTIP

or deferred equity award (FY23: £nil), Company pension contributions of £13,000 (FY23:

£4,000) made to a money purchase scheme on his behalf and pension cash payments of

£nil (FY23: £0.01m) excluding compensation for loss of office. During the year, no SAYE

share options were exercised by the highest paid Director (FY23: nil), no deferred equity

shares were exercised by the highest paid Director (FY23: 192,233).

The annual IFRS 2 charges relating to Board LTIP shares was £0.1m (FY23 credit of

£0.34m). The highest paid Director’s element of this charges was <£0.1m (FY23: credit of

£0.3m).

	Number of Directors
	2024	2023
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 104 to 130 of the remuneration report for more details.

Directors’ rights to subscribe for shares in the Company are also set out in the

remuneration report.

8 Financial income and expense

	2024	2023
	£000	£000
Financial income
Interest income on financial assets	269	158
Financial expenses
Interest payable on bank loans, IFRS 16 right‑of‑use
liabilities	5,688	2,842

FY24 includes £0.8m of interest on the right‑of‑use liabilities in compliance with IFRS 16,

see note 12 (FY23: £0.4m).

9 Taxation

	2024	2023
Recognised in the income statement	£000	£000
Current UK tax expense:
Current year	10	(25)
Adjustments for prior years	—	(66)
	10	(91)
Current foreign tax expense:
Current year	2,964	3,082
Adjustments for prior years	189	(123)
	3,153	2,959
Total current tax	3,163	2,868
Deferred tax expense (note 16):
Origination and reversal of temporary differences	539	(2,541)
Change in tax rates	—	(283)
Adjustments for prior years	(51)	130
Deferred tax income	488	(2,694)
Tax in income statement	3,651	174

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Notes to the financial statements continued

for the year ended 31 March 2024

9 Taxation continued

	2024	2023
	£000	£000
Deferred tax recognised directly in equity – IFRS 2 share‑based tax charge	(21)	29
Total tax recognised in equity	(21)	29

	2024	ETR	2023	ETR
Reconciliation of effective tax rate (ETR) and tax expense	£000	%	£000	%
(Loss) for the period	(4,440)		(2,866)
Tax from continuing operations	3,651		174
Profit/(loss) before tax	(789)		(2,692)
Tax using the UK corporation tax rate of 25% (FY23: 19%)	(197)	25	(511)	19
Tax suffered on dividends	589	(74)	691	(25)
Non‑deductible expenses	960	(82)	182	(6)
Impairment loss	(37)	4	556	(20)
Non‑taxable receipts	(893)	113	(530)	19
IFRS 2 share option charge	172	(21)	285	(11)
Deferred tax assets not recognised	3,341	(373)	11	—
Different tax rates on overseas earnings	(422)	53	(167)	6
Adjustments in respect of prior years	138	(106)	(60)	2
Tax rate change	—	—	(283)	10
Total tax in income statement	3,651	(462)	174	(6)

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Additional information

10 Property, plant and equipment – Group

	Land and	Leasehold	Plant and		Fixtures and	Motor
	buildings	improvements	equipment		fittings	vehicles	Total
	£000	£000	£000		£000	£000	£000
Cost
Balance at 1 April 2022	17,466	1,781	35,865		8,733	857	64,702
Additions	56	86	3,496		409	197	4,244
Assets classified as held for sale	(3,905)	—	—		—	—	(3,905)
Disposals	—	(46)	(133)		(62)	(20)	(261)
Transfers	—	—	(123)		—	—	(123)
Effect of movements in foreign exchange	531	78	1,200		125	30	1,964
Balance at 31 March 2023	14,148	1,899	40,305		9,205	1,064	66,621
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
Depreciation and impairment
Balance at 1 April 2022	6,416	1,010	29,757		6,530	692	44,405
Depreciation charge for the year	300	217	1,914		564	72	3,067
Assets classified as held for sale	(1,775)	—	—		—	—	(1,775)
Disposals	—	(46)	(116)		(57)	(20)	(239)
Impairment loss	—	—	132		290	—	422
Effect of movements in foreign exchange	208	50	950		95	21	1,324
Balance at 31 March 2023	5,149	1,231	32,637	7,42	2	765	47, 204
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	47,3 83
Net book value
At 31 March 2022	11,050	771	6,108		2,203	165	20,297
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

Notes to the financial statements continued

for the year ended 31 March 2024

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10 Property, plant and equipment – Group continued

Included in the net book value of land and buildings is £8.4m (FY23: £8.9m) of freehold

land and buildings. Within this figure there is £1.7m (FY23: £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 £nil (FY23: £0.1m).

The addition in plant and equipment in the year includes Project Atlas additions of

£nil (FY23: <£0.1m). A total of £0.4m (FY23: £1.0m) has been capitalised in relation to

Project Atlas in the year. The amount capitalised has been recognised in intangible assets,

see note 13 (FY23: £0.9m).

Assets held for sale in FY24 includes fully depreciated assets amounting to £0.1m relating

to TR Norge AS which subsequent to the year end has been disposed off, hence have been

disclosed as assets held for sale. Refer to note 29 for further details.

Impairment in FY24 of £0.5m relates to TR Hungary Kft (‘TR Hungary’) cash generating

unit. See note 13 for further details.

Impairment charges in FY23 in plant and equipment (£0.1m) and in fixtures and fittings

(£0.3m) were due to the closure of certain offices and warehouses within the UK directly

related to the restructuring programme initiative.

Assets classified as held for sale in FY23 is the freehold land and building of a net book

value of £2.1m. 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 2024 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.

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

	Land and	Plant and	Fixtures and
	buildings	machinery	fittings	Total
	£000	£000	£000	£000
Cost
Balance at 1 April 2022	3,905	—	579	4,484
Additions	—	13	—	13
Assets classified as held for sale	(3,905)	—	—	(3,905)
Balance at 31 March 2023	—	13	579	592
Balance at 1 April 2023	—	13	579	592
Additions	—	—	3	3
Balance at 31 March 2024	—	13	582	595
Depreciation and impairment
Balance at 1 April 2022	1,695	—	573	2,268
Depreciation charge for the year	80	9	4	93
Assets classified as held for sale	(1,775)	—	—	(1,775)
Balance at 31 March 2023	—	9	577	586
Balance at 1 April 2023	—	9	577	586
Depreciation charge for the year	—	3	1	4
Balance at 31 March 2024	—	12	578	590
Net book value
At 1 April 2022	2,209	—	7	2,216
At 31 March 2023	—	4	2	6
At 31 March 2024	—	1	4	5

For assets classified as held for sale in FY23 see note 10 above.

Notes to the financial statements continued

for the year ended 31 March 2024

185

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Additional information

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.

Notes to the financial statements continued

for the year ended 31 March 2024

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.

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

At 31 March 2024, 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.

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12 IFRS 16 – Group continued

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.

	Lease	Fixed	Variable
	contracts	payments	payments	Sensitivity
	(number)	%	%	£000
Property leases with periodic uplifts to market
rentals or inflation	6	—	5	10
Property leases
with fixed payments	33	87	—	—
Leases of equipment
and vehicles	98	7	—	—
At 31 March 2024	137	94	5	10

	Lease	Fixed	Variable
	contracts	payments	payments	Sensitivity
	(number)	%	%	£000
Property leases with periodic uplifts to market
rentals or inflation	8	—	16	25
Property leases
with fixed payments	39	75	—	—
Leases of equipment
and vehicles	127	9	—	—
At 31 March 2023	174	84	16	25

Right-of-use assets (Group)

	Land and	Motor
	buildings	vehicles	Equipment	Total
	£000	£000	£000	£000
At 1 April 2022	11,623	1,069	65	12,757
Lease extensions	1,145	—	—	1,145
New leases	3,590	923	7	4,520
Rent review	359	—	—	359
Depreciation	(2,968)	(645)	(27)	(3,640)
Impairment	(911)	(93)	—	(1,004)
Foreign exchange
movements	247	11	—	258
At 1 April 2023	13,085	1,265	45	14,395
Lease extensions	54	—	—	54
New leases	6,458	585	61	7,1 04
Rent review	328	—	—	328
Depreciation	(3,418)	(615)	(35)	(4,0 68)
Disposals	(52)	—	—	(52)
Reclassified to assets held for sale	(44)	(22)	—	(66)
Impairment	(872)	(28)	—	(900)
Foreign exchange
movements	(312)	(32)	(1)	(345)
At 31 March 2024	15,227	1,153	70	16,450

Right‑off‑use assets and liabilities of £0.1m each relates to assets and liabilities related to

TR Norge AS which has been subsequent to the year end disposed and hence, has been

disclosed as held for sale. Also, see note 29 for further details.

Impairment in FY24 of £1.0m relates to TR Hungary Kft (‘TR Hungary’) cash generating

unit. See note 13 for further details. This is offset by impairment reversal 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.

Impairment charges of £0.9m in FY23 in land and buildings and £0.1m in motor vehicles

right‑of‑use assets were due to the planned closure of certain offices and early exit of

motor vehicle leases prior to the lease exit date related to the restructuring programme

initiative. Refer to note 2 for further details.

Notes to the financial statements continued

for the year ended 31 March 2024

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Additional information

	Land and	Motor
	buildings	vehicles	Equipment	Total
	£000	£000	£000	£000
At 1 April 2022	12,565	1,082	64	13,711
New leases	1,145	—	—	1,145
Rent review	3,218	923	7	4,148
Acquisitions	359	—	—	359
Lease payments	(3,507)	(687)	(28)	(4,222)
Interest	384	45	1	430
Foreign exchange
movements	237	4	1	242
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)
Reclassified to liabilities
held for sale	(54)	(22)	—	(76)
Foreign exchange
movements	(354)	(35)	(1)	(390)
At 31 March 2024	17,058	1,295	70	18,423

Notes to the financial statements continued

for the year ended 31 March 2024

	2024	2023
	£000	£000
Short‑term lease expense	230	173
Low‑value lease expense	53	37
Aggregate undiscounted future commitments
for short‑term and low‑value leases	39	123

	Under	Between 1	Between 2	Over
	1 year	and 2 years	and 5 years	5 years	Total
	£000	£000	£000	£000	£000
At 31 March 2024
Right‑of‑use liabilities	3,392	2,490	5,411	7,130	18,423

	Under	Between 1	Between 2	Over
	1 year	and 2 years	and 5 years	5 years	Total
	£000	£000	£000	£000	£000
At 31 March 2023
Right‑of‑use liabilities	3,498	3,027	5,669	3,619	15,813

Trifast plc sold a freehold land building in October 2023. Refer to note 10 for further details

on the net proceeds and profit from the sale. Part of the freehold land and building was

leased back for two years (extendable for another one year). The lease has a rent‑free

period of two years and thereafter annual rent of £0.1m for the third year. This resulted in a

right‑of‑use asset and liability of <£0.1m.

12 IFRS 16 – Group continued

Right-of-use liabilities (Group)

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13 Intangible assets – Group

	Assets under
	course of
	construction	Software	Goodwill	Other	Total
	£000	£000	£000	£000	£000
Cost
Balance at 1 April 2022	7,172	—	46,617	22,895	76,684
Additions	1,381	—	—	—	1,381
Disposals	(154)	—	—	—	(154)
Transfers	(6,560)	6,560	—	123	123
Effect of movements in foreign exchange	—	—	1,779	735	2,514
Balance at 31 March 2023	1,839	6,560	48,396	23,753	80,548
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, 223	47,454	23,327	79,605
Amortisation and impairment
Balance at 1 April 2022	—	—	21,859	11,844	33,703
Amortisation for the year	—	545	—	1,859	2,404
Impairment during the year	—	—	2,926	—	2,926
Effect of movements in foreign exchange	—	—	692	372	1,064
Balance at 31 March 2023	—	545	25,477	14,075	40,097
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
Net book value
At 31 March 2022	7,172	—	24,758	11,051	42,981
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

Notes to the financial statements continued

for the year ended 31 March 2024

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13 Intangible assets – Group continued

The addition in assets under the course of construction in the year includes Project Atlas additions of £0.2m (FY23: £0.9m). An amount of £0.9m held as assets under course

of construction has been impaired in the current year in relation to the ‘customer engagement’ software under development. See note 2 for further details. Included within other

intangibles are customer relationship intangible assets of £6.5m (FY23: £7.9m), know‑how of <0.1m (FY23: £0.3m), marketing‑related intangibles of £0.8m (FY23: £1.0m) and other

of £0.2m (FY23: £0.4m).

Impairment in FY24 of £0.5m of software relates to TR Hungary Kft (‘TR Hungary’) cash generating unit. See impairment section for further details.

The amortisation charge is recognised in administrative expenses in the income statement. Of the £2.6m charge in the year, £1.8m relates to amortisation on acquired intangibles, £0.7m

relates to software capitalised for the Project Atlas sites and £0.1m amortisation related to other intangible assets. 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 £2.1m

• Customer relationships acquired as part of the acquisition of TR Kuhlmann Gmbh. The average remaining amortisation period on these assets is 1.5 years and NBV is £0.6m

• 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 £2.8m

• 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 £2.2m

The following cash generating units have carrying amounts of goodwill:

	2024	2023
	£000	£000
Special Fasteners Engineering Co. Ltd (Taiwan)	11,114	11,511
TR Fastenings AB (Sweden)	1,063	1,063
Lancaster Fastener Company Ltd (UK)	1,245	1,245
Serco Ryan Ltd (within TR Fastenings Ltd) (UK)	4,083	4,083
TR Italy SPA (VIC) (Italy)	—	—
TR Kuhlmann GmbH (Germany)	1,500	1,540
TR Falcon Fastenings Inc	1,302	1,330
Precision Technology Supplies Ltd (UK)	2,043	2,043
Other	105	104
	22,455	22,919

The changes in goodwill for SFE, Kuhlmann and Falcon relate to foreign exchange gains or losses, as these investments are held in Singaporean Dollars, Euros and US Dollars respectively.

Notes to the financial statements continued

for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

13 Intangible assets – Group continued

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 four years based on actual operating results, budgets and economic market research. Cash flow projections of four 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 Special Fasteners Engineering Co. Ltd (Taiwan), TR Italy SPA (Italy) and Serco Ryan Ltd (within TR Fastenings Ltd) (UK) have been calculated with reference

to the key assumptions shown below:

	SFE		TR Italy		Serco
	2024	2023	2024	2023	2024	2023
Long‑term revenue growth rate	2.0%	2.0%	2.0%	2.0%	2.0%	2.0%
Discount rate – post‑tax	8.4%	8.3%	10.6%	10.9%	10.8%	10.4%
Discount rate – pre‑tax	10.5%	10.4%	14.7%	15.1%	14.4%	13.9%
Terminal EBIT margin	22.1%	22.0%	11.5%	11.8%	10.0%	10.3%

Key assumptions are not disclosed for the remaining CGUs as the goodwill is not significant in comparison to the recoverable amount of the respective CGUs. 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 2024, the market capitalisation of the Group was lower than the net assets of the Group of £124.2m, indicating a

potential impairment. We have performed value in use calculations for all CGUs with goodwill balances and for those CGUs where indicators of impairment are identified. The Group

identified indicators of impairment in its TR Hungary CGU due to 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 were a post‑tax discount rate of 14.50%, terminal EBIT margin of 5.5% and long‑term revenue growth rate of 3.5%. In addition, the

Group identified indicators of impairment in its TR VIC SPA (TR Italy) CGU due to results being behind the budget and as a result, the Group performed value in use calculations on the TR

Italy CGU. The key assumptions applied are disclosed in the table above.

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

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13 Intangible assets – Group continued

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 relate to known efficiency gains from increased

volumes achieved in the business as well as the transactional foreign exchange impact

based on forecast rates.

Impairment

Based on the value in use calculations and impairment analysis performed an impairment

loss of £1.9m in relation to the TR Hungary CGU has been recognised in the Consolidated

Income statement within Administrative expenses and classified as a ‘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

Management believes the outlook of TR Hungary remains positive. Besides TR Hungary

CGU, no other impairment noted in FY24. In FY23 an impairment of £2.9m in TR Italy’s

goodwill arose due to the impact of higher than usual discount rates and changes in

estimates of future cash flows.

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.

Notes to the financial statements continued

for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

14 Intangible assets – Company

	Assets under
	course of
	construction	Software	Other	Total
	£000	£000	£000	£000
Cost
Balance at 1 April 2022	7,027	—	62	7,089
Additions	1,381	—	—	1,381
Disposals	(9)	—	—	(9)
Transfers	(6,560)	6,560	—	—
Balance at 31 March 2023	1,839	6,560	62	8,461
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
Amortisation and impairment
Balance at 1 April 2022	—	—	62	62
Amortisation for the year	—	545	—	545
Balance at 31 March 2023	—	545	62	607
Balance at 1 April 2023	—	545	62	607
Amortisation for the year	—	706	—	706
Impairment	935	541	—	1,476
Balance at 31 March 2024	935	1,792	62	2,789
Net book value
At 1 April 2022	7,027	—	—	7,027
At 31 March 2023	1,839	6,015	—	7,854
At 31 March 2024	666	5,431	—	6,097

The addition in assets under the course of construction in the year includes Project Atlas additions of £0.2m (FY23: £0.9m).

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Notes to the financial statements continued

for the year ended 31 March 2024

15 Equity investments – Company

Investments in subsidiaries

	Total
	£000
Cost
Balance at 1 April 2022 and 1 April 2023	43,443
Disposals	—
Investments written off	(112)
Balance at 31 March 2024	43,331
Provision
Balance at 1 April 2022, 31 March 2023, 1 April 2023 and 31 March 2024	1,145
Net book value
Balance at 1 April 2023	42,298
Balance at 31 March 2024	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.

Following the acquisition of Serco Ryan Ltd in September 2005, the trade and assets of Serco Ryan were transferred to fellow subsidiary TR Fastenings Ltd at book value. This resulted in

an apparent overvaluation of the Serco Ryan Ltd investment as held in the Company’s books, although there was no overall loss to the Group. Schedule 1 of SI 2008/410 of the Companies

Act 2006 requires that, where such overvaluation is expected to be permanent, the investment should be written down accordingly. The Directors consider that as the substance of the

transaction was merely to reorganise the Group’s operations, such a treatment would fail to give a true and fair view. Therefore, the diminution in value of the investment in Serco Ryan

Ltd has instead been re‑allocated to the Company’s investment in Trifast Overseas Holdings Ltd, being the immediate Parent Company of TR Fastenings Limited and directly owned by the

Company.

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, Micro Screws & Tools Ltd £<0.1m.

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Notes to the financial statements continued

for the year ended 31 March 2024

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
	2024	2023	2024	2023	2024	2023
	£000	£000	£000	£000	£000	£000
Property, plant and equipment	—	—	1,794	1,840	1,794	1,840
IFRS 16 Leases	(188)	(215)	—	—	(188)	(215)
Intangible assets	(171)	(153)	1,306	1,398	1,135	1,245
Provision on inventories	(865)	(918)	—	—	(865)	(918)
Provisions/accruals	(2,518)	(1,847)	1,137	974	(1,381)	(873)
IFRS 2 Share‑based Payments	(197)	(348)	—	—	(197)	(348)
Tax losses	(2,446)	(3,357)	—	—	(2,446)	(3,357)
Tax (assets)/liabilities	(6,385)	(6,838)	4,237	4,212	(2,148)	(2,626)
Reclassified to assets held for sale	(3)	—	—	—	(3)	—
Tax set‑off	2,132	2,549	(2,132)	(2,549)	—	—
Net tax (assets)/liabilities	(4,256)	(4, 289)	2,105	1,663	(2,151)	(2,626)

A potential £4.7m (FY23: £3.0m) deferred tax asset relating to the Company’s trapped management losses was not recognised on the grounds that recovery of these losses is highly unlikely.

A potential £2.4m (FY23: £2.3m) deferred tax liability relating to the temporary differences amounting to £34.1m (FY23: £33.8m) associated with undistributed profits in subsidiaries has

not been recognised. This is on the grounds that we 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

1 April

Recognised

31 March

2023

in income

in equity

2024

£000

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)	34	19	(865)
Provisions/accruals	(873)	(522)	14	(1,381)
IFRS 2 Share‑based Payments	(348)	172	(21)	(197)
Tax losses	(3,357)	854	57	(2,446)
Reclassified to assets held for sale	—	(3)	—	(3)
	(2,626)	488	(13)	(2,151)

1. Amounts recognised in equity include the deferred tax on IFRS 2 Share‑based Payments of (£21,000) (FY23: £29,000) and the equity element of foreign exchange differences taken to reserves

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Notes to the financial statements continued

for the year ended 31 March 2024

16 Deferred tax assets and liabilities – Group continued

Movement in deferred tax during the prior year

1 April

Recognised

31 March

2022

in income

on acquisition

in equity

2023

£000

Property, plant and equipment	1,819	(24)	—	45	1,840
IFRS 16 Leases	(211)	22	—	(26)	(215)
Intangible assets	1,487	(274)	—	32	1,245
Provision on inventories	(979)	86	—	(25)	(918)
Provisions/accruals	(71)	(786)	—	(16)	(873)
IFRS 2 Share‑based Payments	(748)	371	—	29	(348)
Tax losses	(1,223)	(2,089)	—	(45)	(3,357)
	74	(2,694)	—	(6)	(2,626)

1. Amounts recognised in equity include the deferred tax on IFRS 2 Share‑based Payments of £(21,000) (FY23: £29,000) 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
	2024	2023	2024	2023	2024	2023
	£000	£000	£000	£000	£000	£000
Property, plant and equipment	—	—	51	141	51	141
Provisions/accruals	(42)	(16)	—	—	(42)	(16)
IFRS 2 Share‑based Payments	(72)	(136)	—	—	(72)	(136)
Tax losses	—	(987)	—	—	—	(987)
Tax (assets)/liabilities	(114)	(1,139)	51	141	(63)	(998)
Tax set‑off	51	141	(51)	(141)	—	—
Net tax assets	(63)	(998)	—	—	(63)	(998)

A potential £4.7m (FY23: £3.0m) deferred tax asset relating to the Company’s trapped management losses was not recognised on the grounds that recovery of these losses is highly

unlikely.

17 Deferred tax assets and liabilities – Company continued

Movement in deferred tax during the year

	1 April	Recognised	Recognised		31 March
	2023	in income	in equity 2024
	£000	£000	£000	£000
Property, plant and equipment	141	(90)	—	51
Provisions/accruals	(16)	(26)	—	(42)
IFRS 2 Share‑based Payments	(136)	72	(8)	(72)
Tax losses	(987)	987	—	—
	(998)	943	(8)	(63)

Movement in deferred tax during the prior year

	1 April	Recognised	Recognised		31 March
	2022	in income	in equity 2023
	£000	£000	£000	£000
Property, plant and equipment	153	(12)	—	141
Provisions/accruals	(3)	(13)	—	(16)
IFRS 2 Share‑based Payments	(426)	264	26	(136)
Tax losses	(448)	(539)	—	(987)
	(724)	(300)	26	(998)

18 Inventories – Group

	2024	2023
	£000	£000
Raw materials and consumables	4,449	5,646
Work in progress	2,374	2,301
Finished goods and goods for resale	66,580	83,001
	73,403	90,948

In FY24, inventories of £149.7m (FY23: £177.3m) were recognised as an expense during the year and included in cost of sales. Inventories have been written down by an additional £2.4m

(net) in the year (FY23: £2.1m) in line with the Group’s stock provisioning policy. Such write‑downs were recognised as an expense during FY24. No significant specific stock provisions

have been reversed in the year.

Inventories in the UK amounting to £25.7m (FY23: £29.2m) are pledged as security for the Group borrowings.

Within the £73.4m (FY23: £90.9m) carrying amount of inventories above, £1.6m (FY23: £1.9m) is carried at net realisable value.

Notes to the financial statements continued

for the year ended 31 March 2024

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19 Trade and other receivables

Current

	Group			Company
			2023
	2024		£000	2024	2023
	£000		(restated)	£000	£000
Trade receivables	53,690		56,012	—	—
Non‑trade receivables and prepayments	5,349	7,14	6	160	63
Amounts owed by subsidiary undertakings	—		—	3,463	3,691
	59,039		63,158	3,623	3,754

1. During the year, management identified that deferred income related to certain industry incentive schemes in the previous year had been incorrectly netted off against the amounts due from tax authorities within other

receivables. The Group statement of financial position at 31 March 2023 has been restated to increase other receivables by £1.3m, increase other payables less than one year by £0.2m and increase other payables greater than

one year by £1.1m. In respect of the cash flow statement, the change in trade and other receivables decreased by £1.3m and trade and other payables increased by £1.3m respectively, with no resulting impact on the net cash

generated from operating activities. This adjustment does not have any impact on the Group net assets or the consolidated income statement. The impact on 31 March 2022 is not material

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, forward‑looking information 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.

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 significantly delays in payments from these counterparties. In addition,

no adverse changes in economic conditions or business operations of the counter parties are anticipated that would impact their ability to settle the receivables.

Non-current

	Group		Company
		2023		2023
	2024	£000	2024	£000
	£000	(restated)	£000	(restated)
Amounts owed by subsidiary undertakings	—	—	61,208	76,848

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 6.15% to 9.32%. 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 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

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 2024.

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
			2024	2023	2024	2023
Initial loan value	Rate	Maturity	£000	£000	£000	£000
Group (excluding Company)
Right‑of‑use liabilities	Various	2024–2050	3,381	3,477	14,932	12,298
Company
Revolving Credit Facility	SONIA/SOFR/
	EURIBOR
	+ 2.10% to 3.60%	2026	—	—	22,680	69,825
Export Development Guarantee Facility	SONIA/SOFR/
	EURIBOR
	+ 2.10%	2026	—	—	20,582	—
Prepaid arrangement fees			—	—	(1,414)	—
	SONIA/SOFR/
	EURIBOR
Loans from subsidiaries	+ 2.10% to 3.60%	2025	6,447	—	—	—
Right‑of‑use liabilities	Various	2024–2026	11	21	99	17
Total Group (excluding loans from subsidiaries)			3,392	3,498	56,879	82,140
Total Company (including loans from subsidiaries)			6,458	21	41,947	69,842

1. Also, see note 26b(i) for further details about the facilities. Subsequent to the year end, covenant amendments have been signed. See note 29 for further details

2. Subject to leverage ratchet mechanism from <1.0x to >2.5x, current interest margin of 2.30% (based on 1.29x leverage)

3. Prepaid arrangement fees includes unamortised balance as at 31 March 2024 of the upfront fees costs paid during the year on signing two new banking arrangements with a combined facility limit of £120m. See note 26 for

further details. The upfront fees is amortised over the period of the respective loan facilities

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21 Trade and other payables

Current
	Group		Company
		2023
	2024	£000	2024	2023
	£000	(restated)	£000	£000
Trade payables	21,181	18,281	—	—
Amounts payable to subsidiary undertakings	—	—	—	267
Other payables and accrued expenses	12,971	13,790	1,501	1,627
Other taxes and social security	2,066	3,436	159	501
	36,218	35,507	1,660	2,395

The amounts payable to subsidiary undertakings of £0.3m were written back during the year. Other payables and accrued expenses includes £1.0m (FY23: £1.2m and FY22: £1.1m)

of contract liabilities. The balance at 31 March 2024 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 2024.

Non-current
	Group		Company
		2023
	2024	£000	2024	2023
	£000	(restated)	£000	£000
Other payables	892	1,077	—	—

Other payables pertains to deferred income related to certain industry incentive schemes. FY23 balance has been restated. See note 19 for further details.

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 £2.4m (FY23: £2.5m) 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 (FY23: £0.1m), which are included in creditors.

Share-based payments

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 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

22 Employee benefits continued

Pension plans continued

Share-based payments continued

The number and weighted average exercise prices of share options are as follows:

	2024		2023
		Weighted		Weighted
		average		average
		exercise		exercise
	Options	price	Options	price
Outstanding at beginning of year	2,678,240	0.85	2,622,863	0.93
Granted during the year	1,476,256	0.69	1,477,409	0.77
Forfeited/lapsed during the year	(1,970,656)	0.83	(1,400,980)	0.93
Exercised during the year	—	—	—	—
Vested early during the year	(9,740)	0.77	(21,052)	0.86
Outstanding at the end of the year	2,174,100	0.76	2,678,240	0.85
Exercisable at the end of the year	—	—	7,682	1.78

The options outstanding at 31 March 2024 had a weighted average remaining contractual life of three years (FY23: 2.7 years) and exercise prices ranging from £0.69 to £1.78 (FY23: £0.77

to £1.93). Shares vested early relate to the 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 2024 was £0.94 (FY23: £1.02).

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 104 to 130). The number of deferred equity bonus shares are as follows:

	Deferred
	equity bonus
	shares
Outstanding at beginning of year	347,239
Shares exercised	(347,239)
Outstanding at the end of the year	—
Exercisable at the end of the year	—

The above includes 310,536 shares for Mark Belton relating to his previous employment as CEO of Trifast plc which he exercised after year end following his departure. The remainder is

36,703 shares for C Foo relating to his former employment as TR Asia MD. He did not sit on the Board.

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Notes to the financial statements continued

for the year ended 31 March 2024

22 Employee benefits continued

Board deferred equity bonus shares continued

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 £0.68 (FY23: £0.61).

There were no outstanding options as at 31 March 2024.

Senior Manager (SM), Operational Executive Board (OEB) and Executive Leadership Team (ELT) LTIP shares

The number of SM LTIP shares is as follows:

	SM/OEB/ELT
	LTIP shares
Outstanding at beginning of year	5,627, 572
Granted during the year	4,143,933
Lapsed during the year	(2,684,641)
Vested early during the year	—
Exercised during the year	(148,614)
Outstanding at end of year	6,938,250

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 STGT 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 is a mixture of equity and cash settled. The fair value has been calculated using the DDM. This was at grant date for the equity settled awards. The fair value

for the cash settled awards were remeasured to the date the awards vested. The opening balance at the beginning of the year includes 12,500 LTIP share award that was previously

omitted. The weighted average share price at the date of exercise for share options exercised in FY24 was £0.73 (FY22: £0.92).

The awards granted in FY21 to FY23 are subject to a non‑market performance condition of underlying EPS growth for a three‑year period starting on 1 April 2020/21/22. 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 weighted average share price at the date of exercise in FY23 was £0.55.

The FY22 non‑market performance condition requires underlying EPS to grow by 16% per annum for a 25% payout, 25% per annum for a 72% payout (strong), with straight‑line vesting in

between. Maximum payout requires 37% growth per annum, with straight‑line vesting in between maximum and strong.

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.

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.

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Notes to the financial statements continued

for the year ended 31 March 2024

22 Employee benefits continued

Board LTIP shares

The Board LTIP shares are part of the remuneration policy approved at the 2020 AGM and have been discussed in more detail in the remuneration report (pages 104 to 146).

The maximum number of Board LTIP shares are as follows:

	Board
	LTIP shares
Outstanding at beginning of year	319,224
Granted during the year	1,323,648
Lapsed during the year	(661,114)
Outstanding at end of year	981,758

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 are for C Foster relating to her

former appointment as a Board Director. She left the Company on 30 August 2022.

Nil‑cost options awarded up to and including FY23 are subject to performance (EPS growth and TSR performance) and service conditions over a three‑year period. 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 2024 had a weighted average remaining contractual life of 6.8 years (FY23: 5.9 years).

SAYE share options				Share
			Number	price on						Expected
			outstanding on	date of	Exercise	Expected	Vesting	Expected	Risk‑free	annual	Fair
Date of	Type of	Valuation	31 March	grant	price	volatility	period	life	rate	dividend	value
grant	instrument	model	2024	(£)	(£)	%	(years)	(years)	%	%	(£)
13/08/2019	SAYE 5 Year	Black‑Scholes	13,986	2.06	1.78	28.46	5.00	5.00	0.43	2.66	0.24
15/09/2020	SAYE 3 Year	Black‑Scholes	73,891	0.98	0.86	36.62	3.00	3.00	(0.10)	1.22	0.27
15/09/2020	SAYE 5 Year	Black‑Scholes	177, 885	0.98	0.86	33.12	5.00	5.00	(0.06)	1.22	0.29
10/08/2021	SAYE 3 Year	Black‑Scholes	88,580	1.44	1.05	40.39	3.00	3.00	0.21	1.11	0.54
10/08/2021	SAYE 5 Year	Black‑Scholes	29,926	1.44	1.05	34.99	5.00	5.00	0.34	1.11	0.55
15/09/2022	SAYE 3 Year	Black‑Scholes	374,413	0.84	0.77	43.25	3.13	3.13	3.06	2.50	0.26
15/09/2022	SAYE 3 Year	Black‑Scholes	153,967	0.84	0.77	38.10	3.13	5.13	3.04	2.50	0.28
15/09/2023	SAYE 3 Year	Black‑Scholes	937,678	0.81	0.69	47. 80	3.13	3.13	4.47	2.79	0.29
15/09/2023	SAYE 5 Year	Black‑Scholes	323,774	0.81	0.69	44.20	5.13	5.13	4.27	2.79	0.32
Total SAYE share options			2,174,100

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Financial statements

Additional information

Notes to the financial statements continued

for the year ended 31 March 2024

22 Employee benefits continued

Share options				Share
			Number	price on						Expected
			outstanding on	date of	Exercise	Expected	Vesting	Expected	Risk‑free	annual	Fair
Date of	Type of	Valuation	31 March	grant	price	volatility	period	life	rate	dividend	value
grant	instrument	model	2024	(£)	(£)	%	(years)	(years)	%	%	(£)
30/12/2016	SM LTIP – equity	DDM	228,348	2.05	n/a	n/a	3.00	3.00	n/a	1.46	1.96
03/08/2021	Board LTIP shares – EPS	DDM	87, 346	1.45	n/a	n/a	3.00	3.00	0.11	1.11	1.40
03/08/2021	Board LTIP shares – TSR	Monte Carlo	37,434	1.45	n/a	41.2	3.00	3.00	0.11	1.11	0.68
03/08/2021	OEB LTIP	DDM	485,030	1.45	n/a	n/a	3.00	3.00	n/a	1.11	1.40
03/08/2021	SM LTIP – equity	DDM	656,666	1.45	n/a	n/a	3.00	3.00	n/a	1.11	1.40
03/08/2021	SM LTIP – cash	DDM	61,000	1.45	n/a	n/a	3.00	2.34	n/a	2.00	1.10
06/09/2022	OEB LTIP – equity	DDM	702,082	0.94	n/a	n/a	3.00	3.00	n/a	2.24	0.88
06/09/2022	SM LTIP – equity	DDM	751,667	0.94	n/a	n/a	3.00	2.44	n/a	3.03	0.88
06/09/2022	SM LTIP – cash	DDM	98,500	0.94	n/a	n/a	3.00	3.00	n/a	2.24	0.88
18/11/2022	SM LTIP – cash	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	543,205	0.76	n/a	48.3	3.00	3.00	4.20	2.77	0.44
28/11/2023	ELT LTIP – UOM – equity	DDM	181,068	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	2,097,152	0.76	n/a	48.3	3.00	3.00	4.20	2.77	0.44
28/11/2023	SM LTIP – UOM – equity	DDM	699,051	0.76	n/a	n/a	3.00	3.00	n/a	2.77	0.70
28/11/2023	SM LTIP – TSR – cash	Monte Carlo	316,486	0.76	n/a	48.3	3.00	3.00	4.20	2.77	0.44
28/11/2023	SM LTIP – UOM – cash	DDM	105,495	0.74	n/a	n/a	3.00	2.66	n/a	2.82	0.69
Total share options (inc SAYE)			10,094,108

1. The share price used to determine the fair value at FY24 was 74.6p (FY23: 77.8p)

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.

204

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Financial statements

Additional information

22 Employee benefits continued

SAYE share options continued

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 income of (£0.1m) (FY23: <£0.1m) in relation to share‑based payment transactions in the year. Of this, a charge of £800 (FY23: £8,000) 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 2024, outstanding options to subscribe for ordinary shares of 5p were as follows:

	Number of			Contractual life
Grant date/employees entitled	instruments			of options
13/08/ 19 SAYE	13,986	Apr	202	3, Apr 2025
15/09/20 SAYE	251,776	Apr 2024,		Apr 2026
10/08/21 SAYE	118,506	Apr	2025	, Apr 2027
15/09/22 SAYE	528,380	Apr	2026	, Apr 2028
15/09/23 SAYE	1,261,452	Apr	2	027, Apr 2029
Total outstanding options	2,174,100
Senior Manager and EC LTIP shares	6,938,250			Aug/Dec 2024, Sep/Nov 2025, Jul 2028,
				Aug/Nov 2029, Sep/Nov 2030,
				Nov 2031
Board LTIP shares	981,758	Aug	202	9, Nov 2031
Total	10,094,108

23 Provisions

	Restructuring	Dilapidations	Total
Group	£000	£000	£000
Balance at 31 March 2023	2,809	1,443	4,252
Utilised during the year	(2,145)	—	(2,145)
Released during the year	(416)	—	(416)
Increase during the year	1,661	628	2,289
Balance at 31 March 2024	1,909	2,071	3,980

Dilapidations relate to a portfolio of properties and external advisers were used to provide estimates of potential costs and likelihood of sub‑letting. 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.

Notes to the financial statements continued

for the year ended 31 March 2024

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Additional information

23 Provisions continued

All amounts represent a best estimate of the expected cash outflows, although actual amounts paid could be lower or higher.

	2024	2023
Group	£000	£000
Non‑current (greater than one year)	1,548	1,443
Current (less than one year)	2,432	2,809
Balance at 31 March	3,980	4,252

1. Provisions greater than one year relate to dilapidations for leases with end dates between 2025 and 2032

In respect of the Company there are £0.6m provisions (FY23: £0.4m) related to restructuring. During the year, £0.3m was utilised and £0.5m was provided.

24 Capital and reserves

Capital and reserves – Group and Company

See statements of changes in equity on pages 161 to 164.

Share capital
		Number of ordinary shares
Group	2024	2023
In issue at 1 April	136,104,935	136,083,883
Shares issued	9,740	21,052
In issue at 31 March – fully paid	136,114,675	136,104,935

The total number of shares issued during the year was 9,740 for a consideration of <£0.1m (FY23: 21,052 shares for <£0.1m). In FY24 and FY23, all shares were issued for cash.

	2024	2023
Group	£000	£000
Allotted, called up and fully paid
Ordinary shares of 5p each	6,806	6,805

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 2024

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Annual Report for the year ended 31 March 2024

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Financial statements

Additional information

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 522,435 shares (FY23: 298,372) were transferred out of the own shares

held reserve at a weighted average cost of £1.58, total cost £0.8m (FY23: weighted

average cost of £1.58, total cost £0.5m) to fulfil all of the exercise of awards in the year,

excluding SAYE. The number of ordinary shares held at 31 March 2024 was 1,373,663

(FY23: 1,896,098). 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:

	2024	2023
	£000	£000
Final paid 2023 – 1. 5 0p (FY22: 1 .40p)
per qualifying ordinary share	2,020	1,875
Interim paid 2023 – 0.75p (FY22: 0.70p)
per qualifying ordinary share	1,006	937
Total	3,026	2,812

After the balance sheet date, and subject to shareholder approval at the Annual General

Meeting which is to be held on 10 September 2024, a final dividend of £1. 2 0p per qualifying

ordinary share (FY23: 1.50p) was proposed by the Directors. An interim dividend of 0.60p

per qualifying ordinary share (FY23: 0.75p) was paid in April 2024. See the financial review

for further details.

	2024	2023
	£000	£000
Final proposed 2024 – 1.20p (FY23: 1.50p)
per qualifying ordinary share	1,617	2,013
Interim paid 2024 – 0.60p (FY23: 0.75p)
per qualifying ordinary share	808	1,007
Total	2,425	3,020

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 loss per share at 31 March 2024 was based on the loss attributable

to ordinary shareholders of £(4.4)m (FY23: loss of £(2.9)m) and a weighted average

number of ordinary shares outstanding during the year ended 31 March 2024 (net of own

shares held) of 134,959,632 (FY23: 134,893,523), calculated as follows:

Weighted average number of ordinary shares
	2024	2023
Issued ordinary shares at 1 April	136,104,935	136,083,883
Net effect of shares issued (held)	(1,145,303)	(1,190,360)
Weighted average number of ordinary shares at 31 March	134,959,632	134,893,523

Diluted earnings per share

The calculation of diluted earnings per share at 31 March 2024 was based on loss

attributable to ordinary shareholders of £(4.4)m (FY23: loss of £(2.9)m) and a weighted

average number of ordinary shares outstanding during the year ended 31 March 2024 (net

of own shares held) of 134,959,632 (FY23: 134,893,523), calculated as follows:

Weighted average number of ordinary shares (diluted)
	2024	2023
Weighted average number of ordinary shares at 31 March	134,959,632	134,893,523
Effect of share options on issue	—	—
Weighted average number of ordinary shares (diluted) at 31 March	134,959,632	134,893,523

Notes to the financial statements continued

for the year ended 31 March 2024

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Annual Report for the year ended 31 March 2024

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Financial statements

Additional information

25 Earnings per share continued

Weighted average number of ordinary shares (diluted) continued

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.

Underlying earnings per share

		2024	EPS			2023	EPS
	Earnings				Earnings
EPS (total)	£000		Basic	Diluted	£000		Basic	Diluted
Loss after tax for the financial year	(4,440)		(3.29)p	(3.29)p	(2,866)		(2.12)p	(2.12)p
Separately disclosed items:
Acquired intangible amortisation	1,780		1.32p	1.32p	1,798		1.33p	1.33p
Project Atlas	2,079		1.54p	1.54p	1,722		1.28p	1.28p
Aborted acquisitions costs/acquisition costs	—		—	—	261		0.19p	0.19p
Restructuring costs	1,491		1.11p	1.11p	4,235		3.14p	3.14p
Impairment of Non‑current assets	1,964		1.46p	1.46p	2,926		2.17p	2.17p
Settlement for loss of office	—		—	—	1,050		0.78p	0.78p
Tax charge on adjusted items above	(692)		(0.52)p	(0.52)p	(2,211)		(1.64)p	(1.64)p
Tax adjusted items	—		—	—	—		—	—
Underlying profit after tax	2,182		1.62p	1.62p	6,915		5.13p	5.13p

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 2024

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Financial statements

Additional information

26 Financial instruments

(a) Fair values of financial instruments

There is no significant 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 £0.9m (FY23: £1.6m).

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 £53.7m (FY23: £56.0m), 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 (FY23: £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 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 2024 is as follows:

	2024	2023
0–90 days	53,422	55,138
90–120 days	759	1,084
120–360 days	415	789
360 days+	202	211
Total	54,798	57,222

The combined specific and expected credit loss impairment of trade receivables was £1.1

(FY23: £1.2m). The analysis of combined impairment based on the underlying receivables is

as follows:

	2024	2023
0–90 days	1.4%	1.3%
90–120 days	19.3%	10.4%
120–360 days	16.1%	27.9 %
360 days+	79.1%	73.9%
Total	2.0%	2.1%

Notes to the financial statements continued

for the year ended 31 March 2024

209

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Annual Report for the year ended 31 March 2024

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Financial statements

Additional information

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:

	2024	2023
	£000	£000
Balance at 1 April	(1,210)	(1,305)
Impairment reversal movement	102	95
Balance at 31 March	(1,108)	(1,210)

There are no significant losses/bad debts provided for specific customers. 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.

On 1 June 2023, the Group’s £80m Revolving Credit Facility was redeemed via two new

banking agreements with a combined facility limit of £120m, in the form of:

1. Revolving Credit Facility (£70m)

The facility has a 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 has increased in line with market

conditions and will now be charged at the aggregate rate of SONIA/SOFR/EURIBOR

plus margin within a range of 2.10–3.60% (redeemed £80m Revolving Credit Facility:

aggregate rate of SONIA/SOFR/EURIBOR plus 1.10–2.20%).

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.

Due to the quantitative and qualitative differences in the two facilities, the previous facility

has been treated as being extinguished. The cash flows includes the repayment of the

previous facility and the drawdown of the new facilities. On the date the previous facility

was extinguished, there was no unamortised deferred finance costs.

Covenant headroom – at 31 March 2024

The new Group facilities are subject to the same quarterly covenant testing as follows:

Interest cover: Underlying EBITDA

to net interest

to exceed a ratio of four*.

Adjusted leverage: Total net debt

to underlying EBITDA

not to exceed a ratio of three.

* Temporary waiver received for the quarter ended 31 December 2023 and 31 March 2024

for reducing the Interest cover covenant to 3.5. The actual Interest cover was 3.6x and

Adjusted leverage was 1.3x as at 31 March 2024. Subsequent to the year end, interest cover

amendment was signed. See note 29 for further details.

1. As defined in the facility agreement

Notes to the financial statements continued

for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

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 are within one year:

			2024
	Carrying	Contractual	Less than	1 to 2	2 to 5	Over 5
	amount	cash flows	1 year	years	years	years
	£000	£000	£000	£000	£000	£000
Non-derivative financial liabilities
Group and Company
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 and Export Development Guarantee Facilities. Future interest charges are based on a leverage ratchet mechanism, see

note 20

			2023
	Carrying	Contractual	Less than	1 to 2	2 to 5	Over 5
	amount	cash flows	1 year	years	years	years
	£000	£000	£000	£000	£000	£000
Non-derivative financial liabilities
Group and Company
Revolving Credit Facility (see note 20)	69,825	69,825	—	69,825	—	—
Right‑of‑use liabilities (see note 12)	15,813	18,136	3,994	3,428	6,390	4,324
Total Group and Company	85,638	87, 961	3,994	73,253	6,390	4,324

1. In addition to the above, there are interest charges of £2.2m in FY23 relating to the Revolving Credit Facility. Future interest charges are based on a leverage ratchet mechanism, see note 20

211

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Annual Report for the year ended 31 March 2024

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Financial statements

Additional information

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 2024 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 2024 (excluding bank overdrafts and lease liabilities):

		2024			2023
	Available	Utilised	Unutilised	Available	Utilised	Unutilised
	facilities	facilities	facilities	facilities	facilities	facilities
	£000	£000	£000	£000	£000	£000
Group and Company
Revolving Credit Facility	70,000	22,680	47,320	80,000	69,825	10,175
Export Development Guarantee Facility	50,000	20,582	29,418	—	—	—
Total Group and Company	120,000	43,262	76,738	80,000	69,825	10,175

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
	2024	2023	2024	2023
	£000	£000	£000	£000
Variable rate instruments
Financial assets	20,884	31,798	910	640
Financial liabilities 1	(41,848)	(69,825)	(41,848)	(69,825)
Adjusted net debt	(20,964)	(38,027)	(40,938)	(69,185)

1. Net of prepaid arrangement fee of £1.4m (FY23: £nil)

Notes to the financial statements continued

for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

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 (FY23: £0.4m).

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 €29.1m (£24.9m) is net investment hedged against the net asset value of TR VIC, TR Kuhlmann and TR

Holland. The USD denominated combined facilities of $0.5m (£0.4m) 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 €14.5m and $7.0m respectively (£12.4m and

£5.5m respectively) is naturally hedged by equivalent intercompany debtor assets in the Company.

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):

				Singapore
	Sterling	Euro	US Dollar	Dollar	Japanese Yen	Total
31 March 2024	£000	£000	£000	£000	£000	£000
Cash and cash equivalents exposure	774	1,383	5,056	48	65	7,326

				Singapore
	Sterling	Euro	US Dollar	Dollar	Japanese Yen	Total
31 March 2023	£000	£000	£000	£000	£000	£000
Cash and cash equivalents exposure	665	2,751	8,222	5	44	11,687

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26 Financial instruments continued

(b) Financial instruments risks continued

(iii) Foreign currency risk continued

Monetary assets/liabilities continued

Group

A 1% change in significant foreign currency balances against local functional currency at

31 March 2024 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.

		Equity and profit or loss
		2024	2023
Foreign currency	Local currency	£000	£000
Euro	Sterling	(4)	(6)
US Dollar	Singapore Dollar	(12)	(37)
US Dollar	Taiwanese Dollar	(35)	(40)
Euro	Taiwanese Dollar	(2)	(16)

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 buy‑backs, 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.

	2021	2022	2023	2024
Net debt to
underlying EBITDA	(0.9)x	1.3x	2.2x	1.3x

Calculated in line with the banking agreement.

Maximum adjusted leverage covenant – 3.0x.

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:

	2024	2023
	£000	£000
Borrowings (note 20)	60,271	85,638
Equity	124,178	135,889
Capital employed	184,449	221,527

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 (FY23: £2.0m).

Notes to the financial statements continued

for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

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 104 to 130.

	2024	2023
	£000	£000
Short‑term employee benefits	2,365	1,732
Compensation for loss of office	461	1,006
Company contributions to money purchase plans	132	96
Share‑based payments	30	—
	2,988	2,834

Transactions with Directors and Directors’ close family relatives

A relative of the previous Chair is employed by TR Fastenings Ltd. The relative is paid on an arm’s length basis and aggregate payroll costs totalling £12,000 (FY23: £26,000) whilst the

Chair was appointed by the Group is disclosed as a related party transaction.

There were no other related party transactions with Directors, or Directors’ close family members, in the year (FY23: £nil).

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28 Related parties continued

Related party transactions

Details of principal subsidiary undertakings, country of registration and principal activities are included in note 31.

Company related party transactions with subsidiaries – income/expenditure FY24

		Income	Loan		Expenditure	Loan
	Rent	management	interest	Total	management	interest	Total
	income	fees	receivable	income	fees	payable	expense
	£000	£000	£000	£000	£000	£000	£000
TR Fastenings Ltd	235	1,244	216	1,695	580	106	686
Lancaster Fastener Co. Ltd	—	25	—	25	—	—	—
Precision Technology Supplies Ltd	—	67	—	67	—	22	22
TR Southern Fasteners Ltd	—	70	8	78	—	—	—
TR Norge AS	—	27	—	27	—	—	—
TR Fastenings AB	—	106	91	197	—	—	—
TR Miller BV	—	198	18	216	—	—	—
TR Hungary Kft	—	168	46	215	—	—	—
TR VIC SPA	—	180	247	427	—	—	—
TR Kuhlmann GmbH	—	93	104	197	—	—	—
TR Fastenings España	—	96	338	435	—	—	—
TR Fastenings Inc	—	116	668	784	—	—	—
TR Falcon Fastening Solutions	—	95	5	100	—	—	—
TR Asia Investments Pte Ltd	—	411	—	411	—	—	—
Total	235	2,896	1,741	4,874	580	128	708

Notes to the financial statements continued

for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

28 Related parties continued

Related party transactions continued

Company related party transactions with subsidiaries – income/expenditure FY23

		Income	Loan		Expenditure
	Rent	management	interest	Total	management	Total
	income	fees	receivable	income	fees	expense
	£000	£000	£000	£000	£000	£000
TR Fastenings Ltd	290	376	217	883	1,649	1,649
Lancaster Fastener Co. Ltd	—	24	—	24	—	—
Precision Technology Supplies Ltd	—	65	—	65	—	—
TR Southern Fasteners Ltd	—	22	8	30	—	—
TR Norge AS	—	27	—	27	—	—
TR Fastenings AB	—	99	42	141	—	—
TR Miller BV	—	89	56	145	—	—
TR Hungary Kft	—	104	32	136	—	—
TR VIC SPA	—	183	203	386	—	—
TR Kuhlmann GmbH	—	87	—	87	—	—
TR Fastenings España	—	65	141	206	—	—
TR Fastenings Inc	—	111	563	674	—	—
TR Falcon Fastening Solutions	—	51	6	57	—	—
TR Asia Investments Pte Ltd	—	207	—	207	—	—
Total	290	1,510	1,268	3,068	1,649	1,649

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28 Related parties continued

Related party transactions continued

Company related party balances

	2024		2023
	Balances	Balances	Balances	Balances
	receivables	payables	receivables	payables
	£000	£000	£000	£000
TR Fastenings Ltd	2,277	5,447	6,007	—
Lancaster Fastener Company Ltd	15	—	35	—
Precision Technology Supplies	45	1,000	39	—
TR Southern Fasteners Ltd	54	—	293	—
TR Norge AS	7	—	7	—
TR Fastenings AB	537	—	1,834	—
TR Miller Holding BV	147	—	1,287	—
TR Hungary Kft	457	—	1,247	—
TR VIC SPA	888	—	6,353	—
TR Kuhlmann GmbH	6,053	—	22	—
TR Fastenings España	4,447	—	4,374	—
TR Fastenings Inc	5,546	—	13,303	—
TR Falcon Fastening Solutions	19	—	250	—
TR Asia Investments Holdings Pte Ltd	581	—	806	—
TR Formac Pte Ltd	30	—	173	—
Special Fasteners Engineering Co Ltd	14	—	21	—
Power Steel & Electro‑Plating Works SDN Bhd	16	—	28	—
TR Formac Co Ltd	3	—	1	—
TR Fastenings Poland Sp Zoo	—	—	48	—
Non‑trading dormant subsidiaries/other	15	—	—	267
Trifast Overseas Holdings Ltd	43,491	—	44,400	—
Trifast Holdings BV	29	—	11	—
	64,671	6,447	80,539	267

All related party transactions are on an arm’s length basis.

Notes to the financial statements continued

for the year ended 31 March 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

29 Subsequent events

There are no material non‑adjusting events subsequent to the balance sheet date except

that the Group has disposed off TR Norge AS, amended the RCF and EDG facilities

agreement to reflect the interest cover covenant, KBC Bank NV became a lender as part of

the RCF agreement and one of the customers filed for an administration.

Trifast completed the sale of TR Norge AS on 3 April 2024 to Otto Olsen AS for a sales

consideration of £0.7m (NOK 9.8m). It was concluded that the TR Norge AS product

offering is better aligned to Otto Olsen’s strategy and 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. Otto Olsen will become a master distributor to the Group, and we look

forward to building a successful relationship with them for many years to come.

The sale is disclosed as a non‑adjusting event as per IAS 10 and it did not affect the

financial figures reported in this Annual Report for the year ended 31 March 2024 except

the assets and liabilities as at 31 March 2024 related to TR Norge AS reclassified and

disclosed as Assets and liabilities held for sale. The net assets as at 31 March 2024 of TR

Norge AS are £0.3m and generated a profit before tax of £1,200. The results for TR Norge

AS has not been disclosed as discontinued operations for FY24 as it is neither a separate

major line of business or geographical areas of operations and hence, does not meet

the criteria as per IFRS 5 for it to be classified as discontinued operations for FY24. The

following major classes of assets and liabilities relating to TR Norge AS have been classified

as held for sale in the consolidated statement of financial position as at 31 March 2024:

	2024	2023
	£000	£000
Right‑of‑use assets	66	—
Deferred tax asset	3	—
Inventories	306	—
Trade and other receivables	249	—
Assets held for sale	623	—
Right‑of‑use liabilities	76	—
Trade and other payables	272	—
Liabilities held for sale	348	—

On 2 May 2024, the Group agreed to amend the interest cover covenant in the RCF and

UKEF EDG term loan facilities agreements. This applies 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

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.

Subsequent to the year end, on 27 June 2024, one of our customers entered into

bankruptcy proceedings. Given the administration status of the customer, the debtor

balance of £1.0m (excluding value added taxes) as on the date the customer went into

administration is now considered at risk and may result in potential impairment. The

management is closely monitoring the situation and will take appropriate actions to

mitigate any potential financial impact on the Group. The expected credit loss (ECL)

provision as at the balance sheet date adequately covers any expected loss for the debtor

balance as at the balance sheet date. Hence, there is no impact on the expected credit loss

provision reported in the consolidated financial statements for the year ended 31 March

2024 and accordingly is considered as a non‑adjusting event.

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.

Key judgements

In preparing the financial statements and applying the Group’s accounting policies,

key judgements made by management include the Project Atlas costs meeting the

capitalisation criteria under IAS 38 Intangible Assets.

This relates to Project Atlas costs meeting the capitalisation criteria under IAS 38

Intangible Assets, allowing directly attributable costs to be capitalised. The judgement

includes identifying and quantifying the costs that should be capitalised, which principally

relate to the design and build of the IT infrastructure, from the overall Project Atlas spend.

The March 2021 IFRS IC agenda decision update on ‘configuration and customisation costs

in a cloud computing arrangement’ was considered in reaching this judgement. Management

concluded that the Group continues to have control of the software intangible asset and

hence it is appropriate to capitalise these costs due to the following factors:

• The Group has a right to take possession of a copy of the software and run it on either

our own or a third party’s computer infrastructure

• The ‘on‑premises’ system functionality continues to provide an appropriate level of

value in use for the Group in comparison to the cloud version

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30 Accounting estimates and judgements continued

Key judgements continued

This judgement will be reviewed periodically and if either of these circumstances change

(the right to obtain a copy or the functionality diminishes) it could lead to an impairment of

the intangible asset.

In the year, £0.2m (FY23: £0.9m) (see notes 13 and 14) has been capitalised. The costs

expensed in the income statement are disclosed in note 2. Other than the above, no

judgements have been made, other than those involving estimations, that have a significant

effect on the amounts recognised in the financial statements.

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 £73.4m, of which £38.4m related to

customer‑specific stock (FY23: carrying value £90.9m, customer‑specific stock £51.9m).

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 £6.9m (FY23:

£6.1m).

The carrying amount of goodwill at the year end was £22.5m (FY23: £22.9m). Value in

use calculations have been performed and no impairment noted. Sensitivity analysis have

been performed. See note 13 for further details. In addition assessment was performed

for all CGUs to identify any indicators of impairment. Following these analysis, impairment

indicators were identified in relation to TR Hungary CGU. Value in use calculations were

performed which resulted in impairment of the non‑current assets of £1.9m. See note 13 for

further details.

In FY23, as a result of increased discount rates and changes in estimated future cash flows,

our discounted cash flow calculations showed an impairment in the TR Italy CGU of £2.9m.

This resulted in full impairment of the goodwill in the in the TR Italy CGU.

As noted in note 1, management have considered the impact of the climate‑related risks

and opportunities on the business. Management have considered the potential effects

of climate related changes in its estimates and future cash flow forecasts underpinning

impairment testing for non‑current assets. At present, it has been concluded that the

impact will not be significant. These assumptions depend upon the outcome of future

events and may need to be revised as circumstances change.

Notes to the financial statements continued

for the year ended 31 March 2024

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31 Trifast plc subsidiaries

Percentage of

ordinary shares held

Country of

Issued and

incorporation

fully paid

Principal

or registration

share capital

activity

Group Company

Office address

Europe

Trifast Overseas Holdings Ltd

United Kingdom

£112

Holding Company

100%

Trifast House, Bellbrook Park, Uckfield, East

Sussex, TN22 1QW, UK

Trifast Holdings B.V.

Netherlands

€18,427

Holding Company

—

100%

KVK

33268

836,

Vestigingsnr. 000018832806,

Kelvinstratt 5, 7575 AS Oldenzaal, Netherlands

TR Fastenings Ltd

United Kingdom

£10,200

Manufacture and

—

100%

Trifast House, Bellbrook Park, Uckfield, East

distribution of fastenings

Sussex, TN22 1QW, UK

TR Southern Fasteners Limited

Republic of

€254

Distribution of fastenings

—

100%

Mallow Business & Technology Park, Mallow, Co.

Ireland

Cork, P51 HV12, Republic of Ireland

TR Norge AS

Norway

NOK

300,000

Distribution of fastenings

—

100%

Masteveien 8, NO‑1481 Hagan, Norway

TR Miller Holding 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%

Trifast House, Bellbrook Park, Uckfield, East

Sussex, TN22 1QW, UK

TR Fastenings AB

Sweden

SEK 1,500,000

Distribution of fastenings

—

100%

Box

4133

, Smedjegatan 6, 7tr,

SE‑131 04 Nacka, Sweden

TR Hungary Kft

Hungary

HUF

68,257,300

Distribution of fastenings

—

100%

Szigetszentmiklós, Diósgyőri utca 2,

2310

Hungary

TR Fastenings Poland Sp. Z o.o

Poland

PLN

50,000

Distribution of fastenings

100%

Al Jerozolimskie 56c, 00‑803 Warszawa,

Poland

TR Italy SPA

Italy

€ 187, 20 0

Manufacture and

—

100%

Via Giuseppe Costantini, 19,

distribution of fastenings

06022

Fossato Di Vico (PG), Italy

VIC Sp. Z o.o.

Poland

PLN

50,000

Distribution of fastenings

—

100%

Wroclaw, ul Wiosenna 14/2, Poland

TR Kuhlmann 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%

Trifast House, Bellbrook Park, Uckfield, East

Sussex, TN22 1QW, UK

TR Fastenings España – Ingenieria Industrial, S.L.

Spain

€3,085

Distribution of fastenings

—

100%

Calle De La CiIencia 43, Viladecans Barcelona,

840, Spain

Notes to the financial statements continued

for the year ended 31 March 2024

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Percentage of

ordinary shares held

Country of

Issued and

incorporation

fully paid

Principal

or registration

share capital

activity

Group Company

Office address

Asia

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

distribution of fastenings

TR Formac (Shanghai) Pte Ltd

China

US$200,000

Distribution of fastenings

—

100%

Room D, 1F, Building 2, No 390 Ai Du Road, China

(Shanghai) Pilot Free Trade Zone, Shanghai

Special Fasteners Engineering Co Ltd

Taiwan TW$100,000,000

Manufacture and

—

100%

9F.‑3 No. 366, Bo Ai 2nd Rd. Kaohsiung 81358,

distribution of fastenings

Taiwan, R.O.C.

TR Formac Fastenings Private Ltd

India

INR

18,850,000

Distribution of fastenings

—

100%

Door No:6, 05th Cross Street, Mangala Nagar,

Porur, Chennai‑600 116, India

Power Steel & Electro‑Plating Works SDN Bhd

Malaysia

MYR 4,586,523

Manufacture and

—

100%

Suite

09, Tingkat 16, Plaza Pengkalan, Batu 3

distribution of fastenings

Jalan Sultan Azlan Shah 51200 Kuala Lumpur,

Malaysia

TR Formac Co. Ltd

Thailand

THB

60,000,000

Distribution of fastenings

—

100%

28, 3rd Floor Motorway Road, Prawet, Bangkok

10,250, Thailand

Americas

TR Fastenings Inc

USA

US$20,000

Distribution of fastenings

—

100%

10811

Vine Crest Drive, Suite 190, Houston, Texas

86, USA

TR Falcon Fastening Solutions

USA

US$1,000

Distribution of fastenings

—

100%

10715

John Proce Road, Charlotte, North Carolina,

28273,

USA

Trifast Holdings (US) Inc

USA

Holding Company

—

100%

251

Little Falls Drive, Wilmington, Delaware,

19808,

USA

Notes to the financial statements continued

for the year ended 31 March 2024

31 Trifast plc subsidiaries continued

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					Percentage of
				ordinary shares held
	Country of	Issued and
	incorporation	fully paid	Principal
	or registration	share capital	activity	Group Company		Office address
Dormants
Trifast Systems Ltd	United Kingdom	£1	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
Ivor Green (Exports) Ltd	United Kingdom	£1	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
Charles Stringer’s Sons & Co. Limited	United Kingdom	£1	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
Fastech (Scotland) Ltd	United Kingdom	£1	Dormant	100%	100%	International House, Stanley Boulevard, Hamilton
						Intnl Technology Park, Blantyre, Glasgow,
						Scotland, G72 0BN
Micro Screws & Tools Ltd	United Kingdom	£1	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
Trifast Holdings (Asia) Ltd	United Kingdom	£2	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
Rollthread International Ltd	United Kingdom	£1	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
TR Group Ltd	United Kingdom	£1	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
Fastener Techniques Ltd	United Kingdom	£1	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
Trifast Qualifying Employee Share Ownership Trustee	United Kingdom	£2	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
Ltd						Sussex, TN22 1QW, UK
Trifix Ltd	United Kingdom	£100	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
Serco Ryan Ltd	United Kingdom	£3,000	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK
TR Europe Ltd	United Kingdom	£2,500	Dormant	100%	100%	Trifast House, Bellbrook Park, Uckfield, East
						Sussex, TN22 1QW, UK

1,3

All of the above subsidiaries have been included in the Group’s financial statements.

1. During FY24, these companies undertook a purchase of their own shares to reduce their share capital to £1

2. During FY24, Trifast Qualifying Employee Share Ownership Trustee Ltd has been dissolved by Companies House

3. These companies have been dissolved by Companies House since 31.03.2024

Notes to the financial statements continued

for the year ended 31 March 2024

31 Trifast plc subsidiaries continued

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Additional information

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 pages 20 and 21 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 FY24 income statement results (of subsidiaries whose presentational currency is not Sterling) using FY23 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.

		2024			2023
	Profit impact	Tax impact	ETR	Profit impact	Tax impact	ETR
	£000	£000	%	£000	£000	%
Profit/(loss) before tax	(789)	(3,651)	(462.7)%	(2,692)	(174)	(6.5)%
Separately disclosed items	7,314	(692)	9.5%	11,992	(2,211)	18.4%
Underlying profit before tax	6,525	(4,343)	66.6%	9,300	(2,385)	25.6%

• 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 2024

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Notes to the financial statements continued

for the year ended 31 March 2024

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.

	2024	2023
	£000	£000
Underlying cash conversion	34,344	9,435
Project Atlas	815	(1,634)
Restructuring and reorganisation costs	(5,262)	—
Acquisition costs	—	(261)
Settlement for loss of office	—	(1,050)
Profit on disposal of assets classified as held for sale	2,014	—
Cash generated from operations	31,911	6,490

• Adjusted net debt to adjusted underlying EBITDA (adjusted leverage) ratio

This removes the impact of IFRS 16 Leases from both net debt and underlying EBITDA and

IFRS 2 Share‑based Payments from underlying EBITDA to better reflect the banking facility

covenant calculations. Underlying EBITDA is reconciled to operating profit in note 2.

	2024	2023
	£000	£000
Net debt	(39,387)	(53,840)
Right‑of‑use lease liabilities	18,423	15,813
Adjusted net debt	(20,964)	(38,027)

	2024	2023
	£000	£000
Underlying EBITDA	19,848	19,297
IFRS 2 Share‑based Payment charge
and other related costs	(101)	168
Operating lease payments	(4,447)	(4,483)
Adjusted underlying EBITDA	15,300	14,982

• 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.

	2024	2023
	£000	£000
Net interest	(5,419)	(2,684)
Right‑of‑use liability interest	796	430
Adjusted net interest	(4,623)	(2,254)

• 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

230. 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.

	2024	2023
	£000	£000
Underlying EBIT/underlying operating profit	11,944	11,984
Separately disclosed items within administrative expenses
Settlement for loss of office	—	(1,050)
Impairment of non‑current assets	(1,964)	(2,926)
Acquired intangible amortisation	(1,780)	(1,798)
Project Atlas	(2,079)	(1,722)
Acquisition costs	—	—
Restructuring and reorganisation costs	(1,491)	(4,235)
Aborted acquisition cost	—	(261)
Operating profit	4,630	(8)

• 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.

225

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Annual Report for the year ended 31 March 2024

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Additional information

Notes to the financial statements continued

for the year ended 31 March 2024

33 Reconciliation of net cash flow to movement in net debt

	2024	2023
	£000	£000
Net change in cash and cash equivalents	(9,825)	4,862
Proceeds from new loan	—	(16,423)
Repayment of external loan	116,500	—
Proceeds from external loan	(91,414)	—
Net increase in right‑of‑use liabilities	(3,000)	(1,860)
Net proceeds from borrowings	22,086	(18,283)
Increase/(decrease) in net debt before exchange rate
differences	12,260	(13,421)
Movement in prepaid arrangement fees	1,414	(206)
Exchange rate differences	779	(2,736)
Increase in net debt	14,453	(16,363)
Opening net (debt)	(53,840)	(37,477)
Closing net debt	(39,387)	(53,840)

Net debt is reconciled to the balance sheet as follows:

	2024	2023
	£000	£000
Cash and cash equivalents	20,884	31,798
Other interest‑bearing loans and borrowings	(41,848)	(69,825)
Right‑of‑use liabilities	(18,423)	(15,813)
Closing net (debt)	(39,387)	(53,840)

34 Changes in financial liabilities including both cash flows

and non-cash changes

	2024	2023
	£000	£000
Group
Finance liabilities at 1 April	85,638	64,218
Cash flow changes	(28,448)	12,631
Foreign exchange on financial liabilities	(1,867)	2,931
Arrangement fees unwinding	(1,414)	206
Right‑of‑use liabilities additions	6,988	5,652
Right‑of‑use liabilities reclassified as held for sale	(76)	—
Right‑of‑use liabilities derecognition on termination	(550)	—
Finance liabilities at 31 March	60,271	85,638

The financial liabilities have an interest expense which was fully paid at the year end.

See statement of cash flows on page 166.

	2024	2023
	£000	£000
Company
Finance liabilities at 1 April	69,863	50,549
Cash flow changes	(18,661)	16,399
Foreign exchange on financial liabilities	(1,476)	2,690
Arrangement fees unwinding	(1,414)	—
Right‑of‑use liabilities additions	93	19
Arrangement fees unwinding	—	206
Finance liabilities at 31 March	48,405	69,863

The financial liabilities have an interest expense which was fully paid at the year end.

See statement of cash flows on page 166.

Liabilities arising from financing activities include other interest‑bearing loans and

borrowings and right‑of‑use liabilities.

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Notes to the financial statements continued

for the year ended 31 March 2024

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 2024	UK & Ireland	Europe	North America	Asia	Total
Light vehicle	8%	14%	6%	6%	34%
Health & home	2%	11%	—	6%	19%
Distributors	7%	2%	1%	4%	14%
Energy, tech & infrastructure	6%	5%	3%	3%	17%
General industrial	5%	4%	2%	—	11%
Heavy vehicle	2%	3%	—	—	5%
Revenue from external customers (AER)	30%	39%	12%	19%	100%

March 2023	UK & Ireland	Europe	North America	Asia	Total
Light vehicle	6%	11%	5%	6%	28%
Health & home	2%	10%	—	6%	18%
Distributors	10%	1%	1%	6%	18%
Energy, tech & infrastructure	6%	5%	4%	3%	18%
General industrial	5%	5%	3%	—	13%
Heavy vehicle	2%	3%	—	—	5%
Revenue from external customers (AER)	31%	35%	13%	21%	100%

36 Equity-accounted investments

The Group has an interest in an individually immaterial joint venture that is accounted for using the equity method.

On 25 September 2023, the Group entered into an agreement to form a joint venture, incorporated as TR Chia Yi Precision Fastenings Manufacturing (Dongguan) Co. Ltd (the ‘JV’).

The agreement requires the Group to invest US$0.4m of share capital, giving a 40% share of the equity; the share capital is to be invested in three instalments, of which US$ 0.3m was

invested during the year with the balance of US$0.1m to be provided during FY25.

At the balance sheet date, the Group’s carrying value of its interest in the JV was £0.2m (2023: £nil). The Group’s share of the JV’s loss for the start‑up period from incorporation to

31 March 2024 was £0.1m, after the elimination on consolidation of the unrealised profit on product purchased by the Group from the JV still held as Group inventory at the balance sheet

date. The JV had no other items of comprehensive income.

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Additional information

Glossary of terms

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)

Broker option

The broker option has been issued to facilitate the participation by existing shareholders of

the Company, being shareholders of the Company who hold shares in the Company.

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 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).

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Annual Report for the year ended 31 March 2024

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Additional information

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.

Intellectual property (IP)

This is an intangible asset such as a copyright or patent.

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.

Glossary of terms continued

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Additional information

Placing

A Placing (called a placement in the USA) is the issue of new securities, which are sold

directly to holders, usually institutional investors. Unlike a rights issue, a Placing of shares is

not an offer to existing shareholders; simply to any suitable buyers who can be found. The

advantage of a Placing is that it is a cheaper and simpler method of raising funds for the

business.

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.

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).

Project Atlas

A Microsoft D365 implementation programme.

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.

RCF

Revolving Credit Facility.

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

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Additional information

2020 2021 2022 2023 2024

Revenue £200.2m £188.2m £218.6m £244.4m £233.7m

GP margin

27. 5% 26.5% 26.7% 25.3% 25.5%

Underlying operating profit

1,2

£15.8m £12.0m £14.7m £12.0m £11.9m

Underlying operating profit margin

1,2

7.9% 6.4% 6.7% 4.9% 5.1%

Operating profit/(loss)

£4.1m £8.8m £11.6m £(8.0)k £4.6m

Operating profit margin

2.0% 4.7% 5.3% 0.0% 2.0%

Underlying EBITDA

1,2

£21.2m £17.6m £20.4m £19.3m £19.8m

Underlying PBT

1,2

£14.7m £11.0m £13.8m £9.3m £6.5m

PBT/(LBT)

£3.0m £7. 8m £10.6m £(2.7)m £(0.8)m

ROCE %

1,2

8.8% 6.8% 8.3% 5.4% 5.7%

Total dividend per share 1.20p 1.60p 2.10p 2.25p 1.80p

Dividend increase/(decrease) %

(71.8)% 33.3% 31.3% 7.1% (20.0)%

Dividend cover 7.2x 3.9x 3.9x 2.3x 0.9x

Underlying diluted EPS

1,2

8.64p 6.24p 8.13p 5.13p 1.62p

Diluted EPS/(LPS)

(0.19)p 4.31p 6.56p (2.12)p (3.29)p

Adjusted net debt/(cash)

£15.2m £(13.3)m £23.8m £38.0m £21.0m

Cash conversion % of underlying EBITDA

1,2

105.1% 147.9% (66.8)% 48.9% 173.0%

Share price at 31 March 95p 150p 115p 78p 75p

1. Before separately disclosed items, see note 2

2. Presented after adoption of IFRS 16 Leases from FY20

3. Adjusted net debt/(cash) is excluding the impact of IFRS 16 Leases

Five-year history

231

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Annual Report for the year ended 31 March 2024

Strategic report Governance Financial statements

Additional information

Company

Trifast plc

Incorporated in the United Kingdom

Registered number: 01919797

LSE Premium Listing

Ticker: TRI

LEI REFERENCE: 213800WFIVE6RWK3CR22

Head office and registered office

Trifast House

Bellbrook Park, Uckfield

East Sussex TN22 1QW

Telephone: +44 (0)1825 747366

Committee memberships as at 1 April 2024

Audit & Risk Committee

Clive Watson (Chair)

Louis Eperjesi

Laura Whyte

Remuneration Committee

Laura Whyte (Chair)

Clive Watson

Louis Eperjesi

Nomination Committee

Serena Lang (Chair)

Clive Watson

Louis Eperjesi

Laura Whyte

Responsible Business Committee

Louis Eperjesi (Chair)

Serena Lang

Iain Percival

Clive Watson

Laura Whyte

Company Secretary

Christopher Morgan

Email: [email protected]

Advisers

Registered auditor

BDO LLP

2 City Place, Beehive Ring Road

Gatwick

West Sussex RH6 0PA

Corporate stockbroker

Peel Hunt LLP

100 Liverpool Street

London EC2M 2AT

Solicitor

CMS LLP

78 Cannon Street

London EC4 N 6AF

Registrar

Computershare Investor Services plc

The Pavilions, Bridgwater Road

Bristol BS13 8AE

Financial PR

TooleyStreet Communications Limited

15 Colmore Row

Birmingham B3 2BH

Company and advisers

232

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Additional information

Financial calendar

AGM 12.30pm, 10 September 2024

Half-yearly results November 2024

Trading update February 2025

Financial year end 31 March 2025

Pre-close trading update April 2025

Preliminary results June 2025

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 12 September 2024

Final dividend record date 13 September 2024

Last date for DRIP elections 20 September 2024

Final dividend payment date 11 October 2024

DRIP document mailing date 21 October 2024

Annual General Meeting (AGM)

The Annual General Meeting will be held at 12.30pm on 10 September 2024 at the

UK National Distribution Centre, Reedswood Park Road, Walsall WS2 8DQ.

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.

This report is printed on Nautilus Superwhite

100% recycled.

Printed in the UK by Scantech

LithographicLtd.

www.lyonsbennett.com

CBP019655

Trifast plc | Annual Report for the year ended 31 March 2024

Trifast House

Bellbrook Park

Uckfield

East Sussex

TN22 1QW

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

Trifast plc | Annual Report for the year ended 31 March 2024