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Annual Report 2026
for the year ended 31 March 2026
Recover,
Rebuild,
Resilience
Trifast plc Annual Report 2026 for the year ended 31 March 2026
Contents Highlights
Strategic report
Highlights IFC
Our value proposition 1
Business at a glance 2
Chair’s welcome 3
CEO review 4
Our markets 6
Our business model 7
Our strategic focus and progress 8
Key performance indicators 10
Section 172 statement 11
Stakeholder engagement 12
Financial review 15
Being a responsible business 20
Our people 21
Our planet 26
Our principles 32
Climate‑related financial disclosures 34
Non‑financial and sustainability
information statement 37
Risk framework 38
Our principal risks 39
Viability statement 44
Governance
Introduction togovernance 46
Governance at a glance 47
The Board 48
Corporate governance report 49
Nomination Committee report 54
Responsible Business
Committee report 57
Audit & Risk Committee report 60
Directors’ remuneration report 66
Directors’ report 81
Statement of Directors’ responsibilities 83
Financial statements
Independent auditor’s report 84
Consolidated income statement 90
Consolidated statement of
comprehensiveincome/expense 91
Consolidated statement
of changes in equity 92
Company statement of
changes in equity 93
Statements of financial position 94
Statements of cash flows 95
Notes to the financial statements 97
Additional information
Glossary of terms 150
Five‑year history 152
Company and advisers 153
Financial calendar 154
Financial highlights Non‑financial highlights
Revenue
£208.4m
FY26
£208.4m
FY25
£223.5m
FY24
£233.7m
Lost time incident rate
1.06
FY26
1.06
FY25
1.33
FY24
0.27
Underlying EBIT margin
1
7.9%
FY26
7.9%
FY25
6.7%
FY24
5.1%
CO
2
e reduction (FY19 baseline)
(36.9)%
FY26
(36.9)%
FY25
(33.1)%
FY24
(21.0)%
Profit/(loss) before tax
£0.1m
FY26
FY25
£4.9m
FY24
Employee engagement survey
2
7.0
FY25
7.0
FY24
6.7
Working capital as a % of revenue
42.2%
FY26
42.2%
FY25
41.4%
FY24
40.8%
Supply chain (% of spend
3
)
90%
FY26
90%
FY25
82.8%
FY24
82.3%
Read more on pages 15 to 19 Read more on pages 20 to 33
1. See notes 2 and 31 for further details
2. Average score out of ten for each question. The next engagement survey is scheduled in 2026
3. Percentage of spend signed up to Slavery and Human Trafficking Statement
www.trifast.com
Catch up with our latest news
andlearn more about Trifast
onourcorporate website
£(0.8)m
£0.1m
Additional InformationFinancial StatementsGovernance
Strategic ReportTrifast plc Annual Report 2026
Our value proposition
Our purpose and vision
is to sustainably drive our
customers’ success by
simplifying their fastener
supply chain and supporting
them in their technical
requirements through our
world‑class engineering and
manufacturing capabilities.
Trifast is a global leader in the design,
engineering, manufacture and supply of
fastenings and Category ‘C’ components.
Supplying major assembly industries, we
deliver innovative solutions that enhance
efficiency and performance.
Our ambition is to create a high‑performing
Trifast that is safe, inclusive, and enjoyable
for our employees, while operating
resiliently at the upper quartile of industry
peer performance.
Discover our TR value proposition
interactive animation
Our strategic framework
We have three key sectors
Read more about each key sector:
Automotive
on page 6
Smart infrastructure
on page 6
Medical equipment
on page 6
Our progress is driven by our
four strategic initiatives:
Our values form the
foundation that define
who we are:
We deliver value to our customers
through our three core capabilities
Read more about each core capability:
Engineering
on page 7
Supply chain simplification
on page 7
Manufacturing
on page 7
Smart
infrastructure
Margin
management
We work
with integrity
We’re agile
and forward
thinking
We respect
everyone
We care
about the
environment
We’re
passionate and
courageous
Engineering
Supply chain
simplification
Manufacturing
Focused
growth
Organisational
effectiveness
Operational
efficiency
Medical
equipment
Automotive
Additional InformationFinancial StatementsGovernance
Strategic ReportTrifast plc Annual Report 2026
1
Business at a glance
Group at a glance
Countries
16
Employees
1,115
Customers
c.6,093
1
Countries exported to
65
We supply billions of critical
components to the world’s leading
industrial companies, with c.5.3bn
being produced in‑house
Group by region
Group by sector
North America
Revenue
£33.6m
64 colleagues
Automotive
Revenue
£78.3m
1,030 customers
Smart infrastructure
Revenue
£35.6m
409 customers
Medical equipment
Revenue
£3.1m
130 customers
UK & Ireland
Revenue
£64.3m
393 colleagues
Europe
Revenue
£75.8m
274 colleagues
Asia
Revenue
£46.3m
384 colleagues
Read more on pages 6 to 9
Revenue by region
 16% North America
 30% UK & Ireland
 36% Europe
 18% Asia
Revenue by sector
 38% Automotive
 17% Smart
infrastructure
 15% Distributors
 1% Medical
equipment
 29% Other
1. Number does not include SFE and Lancaster Fastener Co customers
Additional InformationFinancial StatementsGovernance
Strategic Report
2
Trifast plc Annual Report 2026
Chair’s welcome
Rebuilding our business
The Rebuild phase of our strategy is very much in progress and despite
economic and geopolitical headwinds, the Board and ELT are dedicated
to executing our strategy and value proposition to shareholders
Serena Lang
Chair
Welcome to the Trifast plc 2025/26
Annual Report and Accounts.
FY performance
I am delighted to report a robust full‑year
performance by the Group. Led by our
committed Executive Leadership Team
(ELT), Trifast continues to build on the
strategy, enabling strengthfor further
success.
Governance
The Board remains focused on ensuring
that the applicable Principles of the UK
Corporate Governance Code are applied.
My introduction to the governance report
onpages 46 to 53 sets out how the Board
has complied with the applicable Principles
of the UK Corporate Governance Code
2024 throughout the financial year ended
31March 2026.
I want to make shareholders aware of the
UK government consultation underway
currently regarding the dematerialisation
of UK company shares. The consultation
proposes to remove paper share certificates
and seeks companies to create a fully digital
register by the end of 2027, with further
proposals being consulted on into 2029.
We will of course keep our shareholders
informed of changes impacting Trifast plc,
but it is certainly worth keeping abreast of
this as a shareholder.
Our people
The Board would like to thank all Trifast
employees for their continued commitment
to ensuring we meet our customer
requirements and their relentless drive to
innovate and adapt to changing customer
needs. Our ELT and management teams
have demonstrated an outstanding ability
tocombine market knowledge with
customer engagement and innovation
toconsistently deliver high‑quality
productsand services to the market.
Engaging with our employees is one of the
most valuable aspects of the Board’s work.
During the year, Board Directors visited our
operations in Italy, Hungary, North America,
Taiwan, China and Singapore, touring the
facilities and spending time with the local
teams, including safety teams and frontline
leadership. The site visits and discussion
sessions gave us each a candid awareness
of lived experiences of our colleagues.
Those we met shared practical and
sometimes very personal insights about
what helps our people to do their best
work and demonstrated clearly the impact
and importance of inclusion on everyday
activities.
The Group has a clear strategy and
a direct line of sight for further value
creation opportunities. I look forward to
our future with confidence as we continue
to build on the significant progress of our
strategy and the continued transformation
of this Company as part of our Rebuild
andResilience journey.
Dividend
The Board is recommending a final dividend
for the year ended 31 March 2026 of 1.30p.
Our continued focus on growth through the
transformation process allows the Board
to monitor our dividend policy and adjust
where it is prudent to do so.
We continue to encourage shareholders to
elect for the Dividend Reinvestment Plan,
which we launched last year and is proving
asuccess with many shareholders.
Annual General Meeting (AGM)
The 2026 AGM will be held at OSiT,
46NewBroad Street, London, EC2M 1JH
on 8 September 2026 at 1200noon. The
Board looks forward to seeing many of
ourshareholders at the AGM.
Finally, on behalf of the Board, I would
like to thank our colleagues, suppliers,
customers and investors for their continued
support. Your Board has the right balance
ofskills and expertise to continue to
supportand challenge management
asweprogress forward.
We can also confirm 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.
Serena Lang
Chair
1 July 2026
Additional InformationFinancial StatementsGovernance
Strategic Report
3
Trifast plc Annual Report 2026
CEO review
Striving to deliver performance
for our employees, customers
andshareholders
Iain Percival
Chief Executive Officer
I am delighted to report on a year of further
successful execution of our ‘Recover,
Rebuild, Resilience’ strategy and want
to start with offering my thanks to the
employees of Trifast for the progress
and results in what was undoubtedly
another challenging year from an external
environment and markets perspective.
Last year, I was able to report that we
delivered the first step of our strategy,
‘Recover,’ implementing our new purpose,
vision, values and business strategy
and achieving the positive change in
performance. This year, we have been
able to drive on with momentum and
deliver the first year of our second
phase ‘Rebuild’, where we are striving to
deliver performance for our employees,
customersand shareholders in line with
ourhistoric best.
Starting with our people, I am really pleased
to see a significant positive step change in
the engagement of our teams on safety.
Our goal remains that “we all go home
safe every day” and whilst we had ten lost
time accidents this year, the severity and
impact on our people in terms of physical
impact and lost days was reduced by 64%.
More positively, our proactive engagement
from our teams into raising and recording
safety observations more than doubled
to 2,355 reported, with all TR locations
demonstrating year‑on‑year progress.
Ournewly implemented EHS framework
and‘Golden Safety Rules’ have been
received well and further demonstrate the
ambition and commitment we collectively
have to making Trifast a safer and more
responsible place to work.
I have enjoyed getting out to our
sites and engaging with the teams
personally, and this year, we added to
these executive engagements a Board
Employee Engagement approach, with
Louis Eperjesispending time in Asia,
Laura Whyte spending time in the UK
and Europe, and Clive Watson visiting our
NorthAmerican locations in June 2026.
This demonstrates the commitment
that both the Board and the ELT have to
ensure we are listening and addressing
improvements at site level, through these
Workforce Engagement Groups, making
Trifast a better place to work. We know from
the last employee survey that there are still
significant areas to improve to achieve this
ambition and our work therefore continues
in FY27, with more details contained in the
people section on pages 21 to 25.
I strengthened the Executive Leadership
Team again this year with the appointment
of Eva Pitts as North American Managing
Director in July 2025, and then Randy
Guzman as Asia and Middle East Managing
Director who joined in November 2025.
Both have significant general and
commercial management experience
in large industrial corporates and are
contributing not only in their regional roles
but also as broader members of my team.
Moving on to business performance, FY26
was characterised by a swathe of external
market factors: US trade tariffs in April 2025
and changes thereafter impacted demand,
as customers on both sides of the Atlantic
tried to adapt their supply chains; and the
removal of government incentives on EV
vehicles in several countries, coupled with
the accelerating share gain of Chinese
manufactured EVs, created disruption and
programme changes in the automotive
sector. In addition, general market
uncertainty and volatility held industrial
PMI and consumer spending down, and of
course at the end of our financial year, the
Middle East conflict added to the economic
and geopolitical uncertainty.
Additional InformationFinancial StatementsGovernance
Strategic Report
4
Trifast plc Annual Report 2026
CEO review continued
Against this extraordinary backdrop, I am
pleased with our focus and execution of
our strategic initiatives, which collectively
delivered further improvement in EBIT
margins of 1.2% reaching 7.9% for FY26,
the second year of significant progress,
whilst also delivering meaningful progress
in cash generation, especially from working
capital and inventory actions. Collectively,
we have delivered a strong set of financial
results and, importantly, have momentum
as we move into FY27. Our leverage ratio
remains low at 0.75x and we have plenty
ofheadroom on our banking covenants and
arrangements. We have made significant
investments under our Organisation
Effectiveness strategic driver, both in people
and capability especially in our commercial
function with new Commercial Directors
in UK&I, Asia & ME and NA regions as well
as increasing and strengthening our Sales
teams in all regions, and in technology as
we roll out Microsoft Dynamics 365 ERP into
our core markets under Project Ignite. Given
the nature of our business and criticality
of having high quality data, standardised
and efficient processes and a platform
providing enhanced controls, transparency,
consistency and speed of data analysis and
faster decision making, this technology
investment we are making through Project
Ignite sets us up to deliver the next phase
of our financial delivery and growth. We
have seen and continue to see benefits
across our business from these investments,
enabling greater transparency and
decision making on commercial margins,
operational efficiencies and working capital
improvements. The business processes
underpinned by our D365 technology,
have been strengthened, commercially,
operationally and financially and we find
ourselves with positive momentum as
we seek to deliver a third straight year
offinancial improvement with a particular
focus this year of adding a return to
profitable top‑line growth.
I am encouraged by this last point: to see
that we have the strongest pipeline of
commercial opportunities since I started at
Trifast. Our focus is therefore on applying
our differentiated value proposition and
particularly moving ourselves strategically
up the value curve by delivering on the
supply chain simplification solutions
approach.
We have taken a more strategic view on
being a Responsible Business in FY26, and
with Louis Eperjesi as Responsible Business
Committee Chair, we have defined a clear
set of targets, metrics and plans that deliver
them with the timeline reset to 2030, to
align with the business strategy cycle and
end of our ‘Resilience’ phase. Structuring
the approach around ‘people, planet,
principles’ has enabled greater alignment,
engagement and integration with the
business.
Looking ahead to FY27
As we start FY27, the external market
environment is no less challenging and
appears to be the new normal. Our focus
is on controlling what we can control, and
driving positively forward in customer
engagement, around our core value
propositions of supply chain simplification
solutions, engineering expertise and
manufacturing excellence, which will ensure
that we deliver a year of further progress
and positive results. I am confident that we
can and will demonstrate to our employees,
customers and shareholders that Trifast
is well on track to complete the second
phase of our ‘Recover, Rebuild, Resilience’
strategy. I am also looking forward to
engaging with our shareholders again
atourAGM inSeptember.
Iain Percival
Chief Executive Officer
1 July 2026
TR’s Virtual Innovation Centre
Immersive Digital Innovation Hub
Visit our Virtual Innovation Centre, anext‑generationdigital platform offering
an immersive, interactive view of our engineering, product innovation and
operationalexpertise.
Users can explore 360° environments, application teardowns and designs,
sector‑specificinsights and sustainability initiatives.
Start the 360° experience here
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Strategic Report
5
Trifast plc Annual Report 2026
Our markets
Future growth potential
Building on our strategic sector focus, we have continued our investments in infrastructure, systems and our people, and have
created agility and an ecosystem for sharing opportunities and best practice
Geographic
Even with our well‑established footprint
across key global industrial regions, we
find opportunities to drill specifically into
targeted development – North America,
India, Southern Asia and Central and
Eastern Europe; all have exciting upside
pipeline opportunities of significance.
Customer focused
We have created and are investing
in a customer‑centric experience,
aimed at a core group of key global
customers across our target markets.
Driving and delivering value creation
in customer engagement through
our three‑way propositions of supply
chain simplification, engineering and
manufacturing.
Future‑proofed
Our target sectors are fundamental
components of society, and their
developing technologies provide many
opportunities for us, with these regions
of focus all central contributors to the
world’s GDP.
See more on our website
Automotive Medical equipmentSmart infrastructure
While this sector is well represented across
all TR regions, further development with the
world’s leading automotive Tier 1 and 2 system
suppliers is evident through engineering
engagement as new technologies are
introduced. This growth potential allows the
opportunity to drive a more risk‑managed
contractual relationship as we partner
meaningfully on technologies and systems
which will be applied to future vehicle platforms.
The fastest‑growing sector in our business
today, as data centres, smarter power grids
and interconnected cities drive demand.
This increased demand is augmented by
our deliberate partnering with key smart
infrastructure customers, providing engineering,
manufacturing and simplified supply chain
solutions. Our focus on five subsegments of
growth (lighting, HVAC, water, power and data,
communication and connectivity) has global
appeal to our customer base, driving home the
key tenets of consistent quality, global reach
and application solutions.
Investment in new technologies to address
emerging and developing health needs
around the world has seen increased customer
engagement across key geographies. Our
medical customers are often entrepreneurial
science‑based startups or leading global
brands, both typically served locally. As we
invest in our team structures and quality
systems to support with increasing regulatory
requirements, we are driving a global approach
that delivers through our value proposition, and
we remain focused on the mid‑term upside from
this key sector.
Revenue
£78.3m | 8.3% 
Expected medium‑term
market growth
c.2%
Revenue
£35.6m | 0.9% 
Expected medium‑term
market growth
c.4.1%
Revenue
£3.1m | 19.2% 
Expected medium‑term
market growth
c.3.2%
Additional InformationFinancial StatementsGovernance
Strategic Report
6
Trifast plc Annual Report 2026
Our business model
Delivering growth
What sets us apart The value we createHow we do it
Underpinned by our values
Strong design and technical capability
Our engineering team can assist with an
enhanced level of technical and design support
to meet your specific needs and can offer
constructive solutions
High‑quality manufacturing
andproducts
Our manufacturing capabilities across Asia and
Europe continue to evolve as we add capacity
and investment to support the needs of our
global customers
Trusted partner
We have a trusted network of global supplier
partners with strong relationships and clear
expectations of aligned high‑integrity and
responsible supply chain
Proactive end‑to‑end
customersupport
Recognising and focusing on our core
competitive strengths and value proposition
allows us to engage in long‑term, more focused
customer relationships, creating mutual and
sustainable value through which we deliver
on our purpose of sustainably driving our
customers’ success
Loyal, skilled and experienced team
Our people bring our strategy and purpose to
life. We aim to deliver our growth ambitions
through consistently driving the right
behaviours and creating an environment that
promotes positivity, wellbeing and high levels
ofemployee engagement
People
We prioritise attracting and retaining top talent,
ensuring asafe, inclusive and high‑performing working
environment. Our focus on employee health, safety and
wellbeing enables a culture that supports personal growth
andfulfilment
Customers
We simplify supply chains for customers, offering
engineering and manufacturing capabilities to solve
application problems and support new product
development. We focus on long‑term relationships
anddelivering sustainable success
Suppliers
We work closely with suppliers to create long‑term value,
supporting growth opportunities and developing a
high‑integrity, responsible supply chain
Shareholders
We aim to deliver long‑term and sustainable shareholder
value through strategic growth, operational efficiency
andmaintaining a strong Statement of Financial Position
Communities
We are committed to supporting local communities
through responsible operations and employee
engagement, ensuring their activities contribute positively
to the socioeconomic environment
Environment
We focus on improving sustainable performance,
managing environmental impacts through ISO 14001
certified systems and innovating to deliver products
withenhanced sustainability
Regulators
We ensure compliance with all relevant laws and
regulations, maintaining high ethical standards and
adapting to regulatory changes to mitigate risks and
seizeopportunities
See more on our website
Engineering
Our early involvement
in design and strong
technical knowledge
allow us to offer
significant engineering
capability and
innovation to help
drive value, solve
application problems
and support new
product development
Supply chain
simplification
We offer our
customers supply chain
simplification and
deliver a solution that
removes administration,
engineering and supply
chain complexity,
allowing our customers
to focus on their own
core competence,
technology and
higher‑value
components
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
We work with
integrity
We respect
everyone
We care
about the
environment
We’re agile
and forward
thinking
We’re
passionate and
courageous
Additional InformationFinancial StatementsGovernance
Strategic Report
7
Trifast plc Annual Report 2026
Strategy in action
Scaling smart infrastructure growth
Smart infrastructure is a key TR growth vertical, driven by expansion in data centres and power
distribution. Our strategy converts deep technical engagement into scalable, multi‑regional
business, increasing share of wallet.
Danfoss demonstrates this. The relationship began in Europe through RFQs,
establishing TR as a partner for C‑class components and engineered solutions.
Technical audits – supported by TR Italy’s manufacturing validation –built
credibility within Danfoss Drives.
Our engineering‑led approach differentiates
us. In early 2026, TR delivered
an Engineering Technical Day with Danfoss India, demonstrating
problem‑solving while we manage design and sourcing.
We then localised in India, securing production and expanding RFQs.
This Europe–India model now delivers profitable growth.
Our strategic focus and progress
Margin management
Focused growth
Strategic focus
• Pricing increases with low‑margin
customers/products
• Procurement savings
What we’ve achieved
• Gross margin has increased by c.170bps
• Strong focus on Cost‑to‑Serve model, known
as TRuProfit™, that willcontinue to grow
in sophistication, enabling our commercial
teams to have better data to craft excellent
deals and challenge areas of margin leakage
• New tools implemented with our global sales
teams using Power BI and data from D365 to
better track margin at a customer level
• Commercial Excellence Director recruited
to work on commercial efficiency, as pricing
methods, controls and governance for
sustainable margin growth
• Record commercial upside achieved through
supplier rebates
• Increase in intercompany sourcing utilising
ourown global manufacturing capability
Our future focus
• As more of our regions move to D365, wider
roll‑out of margin tools to identify wins for
margin improvement
• A modern procurement function delivering
savings in direct and indirect spend
• Rapid sustainable and scalable quotation
process to ensure governance, efficiency
andclarity, delivering customer solutions
Strategic focus
• Profitable expansion of share of wallet with
existing growth customers
• Target customer acquisitions in chosen
market sectors
What we’ve achieved
• Appointed regional Commercial Directors
tosupport operations
• Further developed sales force topivot from
product selling to solution selling
• Secured a major long‑term supply
agreement with leading smart infrastructure
equipment customer
• Growth in markets such as India where
weare positioned to winnew business
• Winning business through our engineering
strength, solving problems for our customers,
resulting in high‑margin contracts
Our future focus
• Open a new facility in Saudi Arabia to
maximise new business and growth
• Accelerate initiatives to standardise global
sales processes in readiness for a future
CRMstrategy
• Focus on development of our market share
inkey strategic markets and geographies
• Growth through acquisitions
Strategy in action
Driving localised sustainable growth
The automotive sector continues to evolve in response to increasingly stringent
environmental regulation, including CBAM, safety requirements, higher quality
requirements and ongoing cost pressures.
In this context, TR has worked in
partnership
with our European‑based customers to
support the transition from
a predominantly Asia‑based supply chain to a more localised
supply base for
Europe. A key enabler to this strategy is our manufacturing facility in Italy,
where we have made significant investment to expand capacity, enhance
competitiveness and support long‑term growth and value for our facility
and our customers. These investments have included the TR Italy
solar capabilities, developing our quality certifications and workplace
safety. These initiatives all combine to enhance margin management
improvements and partnerships with customers and suppliers.
Read more on
our website:
Our strategy
In FY26, we have continued our transformation journey and made progress against all our key strategic initiatives of margin management, focused growth, operational efficiency and
organisational effectiveness, further streamlining our organisation and setting it up for growth in our targeted sectors.
FY26 has also seen the launch of Project Ignite, tasked with the implementation of D365 as our standard ERP into regions that were not covered by Project Atlas. In FY26, Ignite achieved
implementations in Malaysia, India and the US, and in FY27, will go into Sweden, Italy and China. This project is significant and has meant that from a transformation perspective, we
have entered fewer but bigger projects, with the exception of Project Palm which will see us set up a location in Saudi Arabia in support of our growth in smart infrastructure. Our
transformation is maturing and delivering the changes that have been needed to modernise Trifast.
The following provides more detail of progress against each of our key strategic initiatives.
Additional InformationFinancial StatementsGovernance
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Trifast plc Annual Report 2026
Our strategic focus and progress continued
Strategy in action
Transforming our
global HR capability
The development of Trifast’s global HR system is key to
supporting ourorganisational effectiveness, by creating
a more consistent, reliable and scalable people
focused infrastructure across the Company. The new
system will manage employee data, standardise
workflows and improve IT system governance,
which will facilitate better decision‑making,
employee engagement and compliance.
The new system will support managers
with real‑time insight, and reduce manual
administration in aspects of performance
management, succession planning and
broader workforce planning across
our global operations. We expect the
system to beoperational in 2026.
Strategy in action
TwinBin Live solutions
Grant Engineering has partnered with TR to introduce a new
line‑side inventory
management solution designed to improve
efficiency, reduce stock shortages, increase
visibility and
streamline production processes. Following detailed
evaluation of potential solutions, TR and Grant agreed
upon TwinBin the solution most appropriate to drive the
most significant
benefits. Moving from a largely manual
stock
management system to a more automated,
data‑driven approach initially focused on fasteners
and consumable components, the system
will provide greater stock visibility, regular
replenishment, and improved responsiveness
tochanging production demands.
Building on a successful ten‑year
relationship with TR, the project reflects
Grant Engineering’s ongoing commitment
to innovation, continuous improvement,
and operational excellence.
Read more on our
website:
What sets us apart
Read more on our
website: Supply
chain solutions
Organisational effectiveness Operational efficiency
Strategic focus
• Health and safety environment and
performance change
• Engagement, performance management,
talent management andOneTR culture
change
• Technology enablement
• Financial controls standardisation and
bestpractice
What we’ve achieved
• A restructure of our UK business, moving key
operational roles to the NDC in the Midlands
• The closure of our long‑standing office in
Uckfield in the UK and a move to new offices
in East Grinstead
• The implementation of a shared service
centre in Hungary creating global
communities, sharing best practice and
building our OneTR approach
• The launch of Project Ignite, implementing
D365 globally as our single ERP with go‑lives
in Malaysia, India and the US
• Further progression on our health and safety
focus with more protocols implemented to
safeguard our people
Our future focus
• The completion of Project Ignite inFY27
• Further development of our Shared Service
Centre
• The implementation of a new globalHR
system that gives us betterdata on our
people and provides a foundation for
building apeople culture
Strategic focus
• Supply chain optimisation
• Distribution and manufacturing efficiencies
What we’ve achieved
• Adoption of supply chain solutions to boost
our offering to our customers as a core part
of our value proposition
• Creation of Power BI tools to create self‑
service approach to gather insights on
business and commercial performance
• OEE improvements in our TR Italy location
• New tools developed and implemented to
track and monitor quality issues in real time,
allowing forspeedier mitigation
• Optimisation of our inbound freight,
resulting in cost savings
Our future focus
• Utilising our data, powered by Ignite,
toshare information across departments
andidentify areas of efficiency.
• Making TR a more agile and profitable
organisation and more customer centric
• Expand our range of supply chain solutions
available to customers and to further pivot
from product selling to solution selling
• Gain further commercial upside through
ourown manufacturing
• Review of our global footprint
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Trifast plc Annual Report 2026
Key performance indicators
These metrics are aligned to
our strategic framework and
the majority link to executive
remuneration
In FY26, 80% of executive annual bonus
wasdirectly linked to financial KPIs.
Forfurther details, please see the
Directors’remuneration report on
pages 68 and 69
Underlying profit before tax (%)
1
FY26
5.9%
FY25
4.6%
FY24
2.8%
Why we measure it
Our aspiration is to become a more profitable
company. Underlying profit before tax margin
enhancement is expected to come from margin
management, focused growth, organisational
effectiveness and operational efficiencies
Our progress in FY26
Underlying profit before tax has increased by
130bps primarily due to the margin management
initiatives driven from the new strategy and
reduced interest costs
CO
2
e reduction from FY19 baseline (%)
FY26
(36.9)%
FY25
(33.1)%
FY24
(31.8)%
Why we measure it
We continue to be committed to maintaining
high levels of environmental management.
We align our data with Science Based
Targets initiative (SBTi) to ensure meaningful
measurements and targets
Our progress in FY26
Our overall scope 1 and 2 emissions for FY26
were 5,149 tonnes against a target of 5,761,
giving us a 36.9% reduction from our baseline
year (FY19)
Working capital as a percentage
ofrevenue(%)
1
FY26
42.2%
FY25
41.4%
FY24
40.8%
Why we measure it
An efficient allocation of capital on the Statement
of Financial Position drives improved quality of
earnings and reduces the additional investment
needed to support organic growth. Working
capital efficiency remains an ongoing focus
Our progress in FY26
Working capital as a percentage of revenue saw
a marginal 80bps adverse movement compared
to FY25. We remain focused on driving
improvements in working capital efficiency, with
ongoing initiatives aimed at enhancing debtor
collections and optimising inventory levels
Lost time incident rate
FY26
1.06
FY25
1.33
FY24
0.27
Why we measure it
LTI is an industry‑wide metric indicating the
number of incidents resulting in time away
from work. Tracking LTI rates helps measure
workplace safety trends and identifies areas
forimprovement
Our progress in FY26
The LTI rate was 1.06, which is a decrease from
FY25. This is a positive result. Our target remains
to be below 1.0
Underlying ROCE (%)
1
FY26
8.5%
FY25
8.1%
FY24
5.7%
Why we measure it
ROCE looks beyond profit to measure how
efficiently we are able to generate a return on
investment. Enhancing this metric continues to
be a focus and our strategic priorities have been
set to reinforce this
Our progress in FY26
The increase in ROCE reflects higher profit
performance combined with reduced average
debt resulting in 40bps improvement to 8.5%
Employee engagement survey
Average score out of ten for each question
FY25
7.0
FY24
6.7
Why we measure it
We continue our commitment to employee
engagement, to assess and improve a healthy
and enjoyable workplace
Our progress in FY26
We have acted on the feedback from the
engagement survey conducted in FY25, and are
scheduled to conduct the follow up survey in 2026
1. See notes 2 and 31
Additional InformationFinancial StatementsGovernance
Strategic ReportTrifast plc Annual Report 2026
10
Section 172 statement
We are committed to building and
maintaining strong relationships with
all our stakeholders, recognising
that these connections are essential
to delivering long‑term, sustainable
success and fulfilling our purpose
In accordance with Section 172 of the
Companies Act 2006, the Directors of
Trifast plc are committed to acting in
a manner that promotes the long‑term
success of the Company for the benefit of
its shareholders, while having regard to the
interests of a broad range of stakeholders.
This includes employees, shareholders,
customers, suppliers and the wider
community, as well as the impact of the
Company’s operations on the environment
and its reputation for high standards of
business conduct.
Throughout the financial year ended
31 March 2026, the Board has carefully
considered these factors in its
decision‑making processes. This statement
outlines how the Directors have discharged
their duties under Section 172(1), providing
examples of key decisions made during the
year and how stakeholder interests and
other relevant matters were considered.
Principal decisions
We define principal decisions as those
that are not only material to the Group’s
operations and performance but also
significant to one or more of our key
stakeholder groups.
When making these decisions, the Board
carefully considers the long‑term success
of the Group, guided by insights gained
through stakeholder engagement.
The Board also considers the importance
of maintaining high standards of business
conduct, strong corporate governance and
acting fairly between all shareholders.
The Directors recognise that not every
decision will benefit all stakeholders equally.
However, by aligning decisions with the
Group’s purpose, values and strategic
priorities, the Board aims to ensure that its
actions are consistent, well reasoned and
support the Group’s sustainable growth
over time.
No material issues or controversies were
reported with any stakeholder group during
the year.
Read more about
Our strategy and strategic progress
on pages 7 to 9
Stakeholder engagement
on pages 12 to 14
Our employee and workforce
engagement activity on page 22
Improving our safety
on pages 23 to 25
TR Italy investment in cleaner
technology on page 26
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11
Trifast plc Annual Report 2026
Stakeholder engagement
Our people Shareholders
Why we engage
Our success depends on a skilled and
motivated workforce. We are committed
to a safe, inclusive environment that
supports physical and mental wellbeing.
A positive culture and strong
engagement enable our people to
contribute meaningfully to the business.
How we engage
We continue to focus on improving
communication across the Group through
monthly interactive calls with the Senior
Leadership Team and CEO video updates
on strategy and performance, which is
accessible to all employees.
In accordance with Provision 5 of
the 2024 UK Corporate Governance
Code, Laura Whyte is the designated
Non‑Executive Director for employee
engagement, having been appointed
in 2024. Laura has engaged across
employee groups for the financial year
under review, leading engagement
sessions across the Group, supported
byher non‑executive colleagues.
Engagement during FY26
During the year, the Board collectively
and independently visited the Group’s
operations in Italy, United Kingdom,
Hungary, USA, Singapore, Taiwan,
Malaysia and China to spend time
with the employees. Engaging with
colleagues, both formally and informally,
is a priority for the Board to ensure
that we are aware of the views of the
workforce and can address any concerns
they may have.
The annual employee engagement
survey saw a rise in participation to 89%
and a positive upward trend in overall
engagement and satisfaction scores, and
a further engagement survey is planned
for later in 2026.
In May 2025, we held a Senior Leadership
meeting in Birmingham, UK, where
50 global employees attended and
participated in a review of strategy,
markets, customers and training. Four
employees received long‑service awards
during the event for service of between
ten and 25 years with the Company.
The CEO, Iain Percival, presents a
monthly communication video, available
to all employees, to update them on
various aspects of the business. These
videos are also translated into local
languages to ensure all employees can
listen to Iain’s updates. In addition, we
continue to have the ‘ask Iain’ email to
facilitate a direct communication to
the CEO, which is proving increasingly
popular as a communication channel.
Last year, we launched the Future
Leadership Programme, and we can
report that this programme continued
with those involved presenting
the results of their projects to the
Executive Leadership Team and are now
proceeding with project implementation.
Read more about our people
on pages 21 to 25
Why we engage
The Board is committed to strong
shareholder relationships, providing
clear, balanced updates to ensure
understanding of our purpose, values,
strategy and long‑term goals.
How we engage
We run a structured year‑round
programme giving all shareholders
access to management through the AGM,
presentations and roadshows, which
are also available via the Investor Meet
Company and BRR Media platforms.
Non‑Executive Directors are available to
meet shareholders as needed. We also
share updates through regulatory news,
our website, the Annual Report and
investor ESG questionnaires.
Engagement during FY26
We shared website updates during FY26,
including trading updates, the Board
Fellow appointment and PDMR activity
to ensure all stakeholders, including
shareholders, are fully aware of the
activities of the Group.
Serena Lang as Chair and Clive Watson
as Senior Independent Director engaged
with key shareholders regarding the
Company, which included a written
correspondence, meetings and calls.
Annual results were announced on
10July 2025 and Interim results were
announced on 18 November 2025; both
were presented in person and via the
IMCand BRR platforms.
The AGM was held on 11 September2025
at Peel Hunt’s office in London, where
shareholders attended in person
and online. The AGM remains a key
shareholder engagement forum.
Shareholder and investor visits were also
organised at our UK National Distribution
Centre, which were well attended and
offered attendees an insight into our UK
& Ireland operations and development as
well as strategy execution.
Find details of our AGM
on page 154
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Trifast plc Annual Report 2026
Stakeholder engagement continued
Customers Suppliers
Why we engage
Strong, trusting relationships create
mutual value, helping us understand
customer needs to deliver value, drive
growth and support our commitment
tomeeting sustainability expectations.
How we engage
We build long‑term customer
partnerships through technical support
and innovative solutions aligned with
emerging technologies and regulations.
Our online platforms, including digital
marketing and our website, complement
this effort with virtual training and
product videos, along with workshops to
help customers select the right fasteners.
We also gather ESG feedback via SAQ.4,
JOSCAR, EcoVadis and CDP. We attend
our customers’ conferences and technical
workshops to ensure that we continue
to develop that strong understanding
oftheir future needs.
We also engage directly with our
customers through regular Business
Reviews that allow us to discuss our
continued partnership as well as how
wecan improve, striving to create
the best long‑term relationships and
creatingvalue for our customers with
ourteams expertise.
Engagement during FY26
Workshop sessions with key customers
generated positive feedback and new
opportunities. These included meetings
with customers in Asia, Europe and North
America as well as our new market in the
Kingdom of Saudi Arabia.
We exhibited our products at:
• Fastener Fair Global (Germany)
• Electronics Live (UK)
• International Fastener Show (Taiwan)
• Elmia Subcontractor (Sweden)
• NEAA Expo (UK)
We were awarded first place for
Supplier Sustainability by our
customer Flex for successfully
achieving GHG reduction targets
and supporting their value chain
sustainability targets.
Why we engage
As evolving legislation and climate
risks impact supply chains, we value
strong supplier relationships, goodwill,
high standards and engagement in
technology, innovation and compliance.
How we engage
Our Supplier Code of Conduct sets
expectations on quality, sustainability,
and compliance, with all approved
suppliers required to meet our standards.
We hold regular meetings, reviews
and audits to ensure adherence and
encourage reporting of non‑compliance.
Engagement during FY26
We attended the Fastener Fair in
Stuttgart, Germany, where we also
held a total of 52 supplier meetings.
During a visit to Taiwan, over 20 meetings
were held with our suppliers with a fixed
agenda to reiterate the importance
of ESG, CBAM, quality and ongoing
competitiveness in the marketplace.
The US Procurement and Sourcing team
attended the Las Vegas Fastener Fair
conducting numerous meetings and visits
to strengthen our supplier relationship
and pave the way to increased onshoring
in 2026/27.
We appointed new insurance brokers,
Lockton, following a comprehensive
tender and review of our insurance
andrisk profile.
We remained committed to compliance:
• Quality and Sustainability Agreement
signed by 94% of suppliers
• Slavery and Human Trafficking
Statement completed by 100%
ofsuppliers
• ESG Compliance Assessment
completed by 98% of suppliers
We continued to work with our supply
chain to ensure compliance with the
EU CBAM (Carbon Border Adjustment
Mechanism).
Our Slavery and Human Trafficking
Statement is available on our website
atwww.trifast.com
Additional InformationFinancial StatementsGovernance
Strategic Report
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Trifast plc Annual Report 2026
Stakeholder engagement continued
Community Regulators, governments and NGOs
Why we engage
We recognise our impact on local
communities and are committed to
responsible engagement, supporting
initiatives and creating positive benefits
in the regions where we operate.
How we engage
We support our employees’ global
charitable activities and maintain strong
relationships with neighbours through
site visits to manage environmental
impacts. Feedback and complaints are
handled through our ISO 14001 system,
and we work with small suppliers to
enhance local economies and skills in
compliance, efficiency and quality.
Engagement during FY26
A new corporate volunteering day was
launched during 2024 for employees to
give back to their local communities and
has proved to be successful and popular
throughout FY26.
• TR Italy employees donated an
automated external defibrillator
(AED) for outdoor installation to
the Municipality of Fossato di Vico,
intended to improve the safety and
health of its residents
• The Company celebrated International
Women’s Day in March 2026 and
the incredible women shaping the
fasteners industry, driving innovation,
progress and a more inclusive future
in TR
• The TR team in Ireland marked
World Environment Day 2025 with
a hands‑on initiative that brought
environmental values to life, with
employees taking part in a local litter
pick to help clean up their surrounding
community. Employees were also
engaged to reduce waste, including
swapping out single‑use plastic
bottles and coffee cups for reusable
alternatives
• TR Charlotte, North America,
continued to show their support with
Samaritan’s Purse. Employees filled
shoe boxes with toys, stationery and
other essentials to gift to children in
need at Thanksgiving andChristmas
Read more about our community
events on our website at
www. trifast. com
Why we engage
Policy and regulatory changes, including
global politics and trade laws, bring
both opportunities and risks. Locally,
weengage on environmental, safety
andethical standards.
How we engage
We engage with government bodies via
public disclosures (e.g. Annual Report,
AGM) and submissions on packaging
and controlled materials. Trifast is active
in EFDA and TR UK supports over 100
fastener distributors through BIAFD.
Ourglobal teams also engage with
regional associations.
Engagement during FY26
We continued submitting the required
compliance declarations, including RNS
announcements, packaging, emissions
and controlled materials (SCIP, RoHS,
REACH) disclosures.
We engage with EFDA to streamline
the EU CBAM reporting and with BIAFD
for the UK CBAM legislation, being
introduced in 2027.
Trifast is an active member of EFDA
(European Fastener Distributor
Association) and TR UK is involved with
the British & Irish Association of Fastener
Distributors (BIAFD), supporting over
100 fastener distributors across the UK
and Ireland.
Our global subsidiaries also engage with
their regional associations.
TR Italy received the ISO 37101
certification for Sustainable Community
Management.
This international standard recognises
commitment to environmental,
social and economic sustainability,
empowering communities to build
resilience, adaptability and continuous
improvement within the local area.
TR Thailand received their ISO 9001
certification, TR Italy successfully
obtained ISO 45001 certification for
their health and safety management
system, and our technology group has
been certified against ISO 27001, an
internationally recognised standard
for information security management
systems.
Trifast continues to work with the
Kingdom of Saudi Arabia Ministry
ofInvestment and other government
departments regarding our investment
into the region.
Read more about CBAM on page 31
Read more about our governance
andpolicies on pages 32 and 33
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Trifast plc Annual Report 2026
Financial review
Strong focus on margin management,
operational efficiency and enhanced
financial controls
Kate Ferguson
Chief Financial Officer
Delivering disciplined progress
FY26 marked the first full year of execution
within the Rebuild phase of our Recover,
Rebuild, Resilience strategy. During the
year, we maintained a strong focus on
margin management, operational efficiency,
disciplined capital allocation and enhanced
financial controls, with self‑help actions
continuing to deliver tangible benefits.
While demand conditions remained mixed
across certain end markets, improved cash
generation and lower leverage strengthened
the Group’s financial position. These actions
have further positioned the business to
progress towards the Resilience phase
with growing confidence, supporting our
mid‑term margin and returns ambitions and
our commitment to sustainable, responsible
investment.
Key financials
Unless stated otherwise, current year
comparisons with prior year are calculated
at constant exchange rates (CER) and where
we refer to ‘underlying,’ this is defined as
being before separately disclosed items.
CER calculations have been calculated by
translating the FY26 figures by the average
FY25 exchange rate.
Underlying measures
CER
FY26
2
CER
change
2
AER
FY26
2
AER
change
2
AER
FY25
2
Revenue £207.1m (7.3)% £208.4m (6.7)% £223.5m
Gross profit margin % 30.0% 170bps 30.0% 170bps 28.3%
Underlying EBIT
1, 4
£16.3m 9.4% £16.5m 10.7% £14.9m
Underlying EBIT margin
1, 4
% 7.8% 110bps 7.9% 120bps 6.7%
Underlying Profit before tax
1
£12.3m 18.3% £12.3m 18.3% £10.4m
Underlying Diluted earnings per share
1
— — 6.46p 49.9% 4.31p
GAAP measures
EBIT £4.2m (55.3)% £4.2m (55.3)% £9.4m
EBIT margin % 2.0% (220)bps 2.0% (220)bps 4.2%
Profit before tax — — £0.1m (98.0)% £4.9m
Diluted earnings per share — — (0.73)p (1.56)p 0.8p
Dividend per share — — 1.90p 0.10p 1.80p
Adjusted leverage ratio
3
— — 0.75x (0.22) 0.97x
Adjusted net debt — — £(16.0)m (8.0)% £( 17.4)m
Return on capital employed (ROCE) — — 8.5% 40bps 8.1%
1. Before separately disclosed items (see notes 2 and 31)
2. CER is constant exchange rate, calculated by translating the FY26 figures by the average FY25 exchange rate, and AER is actual exchange rate
3. Adjusted leverage ratio is calculated using adjusted net debt against adjusted underlying EBITDA. Adjusted metrics exclude the impact of IFRS 16 Leases (see note 31)
4. Earnings before interest and tax (EBIT)
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Strategic Report
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Trifast plc Annual Report 2026
Financial review continued
Constant currency comparison
During FY26, Sterling movements were
mixed. The British Pound strengthened
against the Taiwanese Dollar and, to a lesser
extent, the Swedish Krona. Against the US
Dollar, Sterling experienced short‑term
strength in early 2026 followed by
pullbacks, with no sustained weakening or
strengthening trend over the year. Sterling
was broadly stable against the Euro over
the year, trading within a relatively narrow
range. In contrast, Sterling weakened
against the Singapore Dollar, Chinese
Renminbi and Malaysian Ringgit over
theyear.
This resulted in a decrease in the value of
AER revenue by £1.3m and AER underlying
EBIT by £0.2m on translation into British
Pounds.
Dividend policy
As a Board, we are proposing a final
dividend for FY26 of 1.30p per qualifying
ordinary share (FY25: 1.20p). This,
togetherwith the interim dividend of
0.60ppaid on 10 April 2025, brings the
totaldividend for the year to 1.90p per
share(FY25:1.80p). The final dividend
is subject to shareholder approval at the
AGM.Based onunderlying diluted EPS,
dividend cover isapproximately3.8x.
Group performance
Group performance (£m) CER FY26 CER change AER FY26 AER FY25 AER change
UK & Ireland Revenue 64.2 (11.1)% 64.3 72.2 (11.0)%
uEBIT
1
4.5 55.2% 4.5 2.9 55.2%
uEBIT % 7.0% 290bps 7.0% 4.1% 290bps
Europe Revenue 72.9 (7. 5)% 75.8 78.8 (3.8)%
uEBIT 8.1 17.4% 8.6 6.9 24.6%
uEBIT % 11.1% 230bps 11.3% 8.8% 250bps
Asia Revenue 46.4 (9.9)% 46.3 51.5 (10.1)%
uEBIT 5.1 (42.0)% 5.0 8.8 (43. 2)%
uEBIT % 11.0% (620)bps 10.9% 17. 2% (630)bps
North America Revenue 35.1 6.0% 33.6 33.1 1.5%
uEBIT 3.3 10.0% 3.1 3.0 3.3%
uEBIT % 9.5% 40bps 9.3% 9.1% 20bps
Central costs Revenue (11.5) (5.0)% (11.5) (12.1) (5.0)%
uEBIT (4.7) (30.9)% (4.7) (6.8) (30.9)%
Group Revenue 207.1 (7. 3 )% 208.4 223.5 (6.8)%
uEBIT 16.3 9.3% 16.5 14.9 10.7%
uEBIT % 7. 8% 110bps 7.9% 6.7% 120bps
Despite lower revenue and a significant
increase in separately disclosed
transformation costs, the Group delivered
a clear improvement in underlying
profitability, earnings per share, return
on capital employed, gross margin, cash
generation and working capital efficiency,
while maintaining a resilient balance sheet
and continuing dividend payments.
Revenue (CER) reduced to £207.1m
(FY25:£223.5m); however, underlying
performance improved strongly. Gross
margin increased to 30.0% (FY25: 28.3%),
representing a 170bps improvement.
Underlying EBIT (CER) rose to £16.3m
(FY25: £14.9m), with the margin improving
to 7.8% (FY25: 6.7%).
This improvement was supported by
disciplined cost management across
theGroup.
Cost of sales reduced by £14.2m,
distribution expenses by £1.1m and
administrative expenses before separately
disclosed items by £1.6m. Total payroll costs
reduced to £45.8m from £49.0m, alongside
a reduction in average headcount to 1,020
from 1,176.
Underlying profit before tax increased
to £12.3m (FY25: £10.4m), supported by
improved trading performance and lower
net financing costs of £4.2m (FY25: £4.5m).
These gains were achieved despite a
substantial increase in separately disclosed
items of £12.3m (FY25: £5.4m), primarily
relating to Project Ignite, restructuring and
transformation activity, impairment charges
and the Malaysia manufacturing write‑off.
As a result, statutory profit before tax
reduced to £0.1m (FY25: £4.9m).
UK & Ireland
Revenue (CER) was £64.2m, an 11.1%
decline from last year (FY25: £72.2m).
Automotive customer demand weakened
during the year, including disruption arising
from the cybersecurity incident at a key
OEM, which had a material short‑term
impact on volumes but stabilised as
the yearprogressed. Performance
across Tier1and Tier 2 customers
wascomparatively more resilient.
While volumes declined across smart
infrastructure and medical equipment
customers, both segments delivered
improvements in gross margin, reflecting
favourable mix, pricing discipline and cost
recovery actions.
1. Underlying Earnings before interest and tax
(UEBIT). See notes 2 and 31
Additional InformationFinancial StatementsGovernance
Strategic Report
16
Trifast plc Annual Report 2026
Financial review continued
UK & Ireland continued
The region’s uEBIT increased to £4.5m
(FY25: £2.9m), with margin improving
to 7.0%, up 290bps. This improvement
reflects disciplined margin management,
cost control and operating efficiencies,
which more than offset lower revenues
andtemporary customer‑specific
disruptionearlier in the year.
Europe
Revenue (CER) declined to £72.9m, a
7.5% decrease from last year. Trading
conditions across the eurozone remained
challenging, particularly in automotive,
where customer demand was softer
across several markets. Revenue in smart
infrastructure proved more resilient, helping
to partially offset automotive and broader
industrial weakness. Other end markets
alsoexperienced lower volumes, reflecting
continued uncertainty across European
manufacturing sectors.
Despite the lower revenue base, the region
delivered an improved profitability outcome.
uEBIT increased to £8.1m (FY25: £6.9m),
with uEBIT margin improving to 11.1%.
This represented margin improvement of
230bps, reflecting disciplined cost control,
operational efficiency measures and
continued focus on margin management
and pricing discipline.
Asia
The Asia region reported lower revenue
and profitability in FY26. Revenue (CER)
reduced to £46.4m, a 9.9% decrease year
on year, while reported revenue reduced to
£46.3m at AER. Demand was mixed across
automotive and other sectors. Automotive
volumes were impacted by increased
competition, particularly from electric
vehicle manufacturers in China, which
intensified pricing pressure and delayed
customer ordering patterns.
uEBIT decreased to £5.1m at CER, a 42.0%
reduction year on year, with uEBIT margin
reducing to 11.0%, down 620bps. The
reduction in margin reflects lower operating
leverage arising from reduced volumes,
together with increased competitive
pressure in selected markets. During the
year, the region was also impacted by
currency volatility, with a weakening of the
US Dollar following Liberation Day resulting
in unrealised foreign exchange losses, which
subsequently reversed later in the year.
Despite the near term challenges, the region
remains focused on disciplined margin
management, cost control and selective
growth opportunities.
North America
North America delivered a resilient
performance in FY26, with CER revenue
increasing by 6.0% to £35.1m. Growth was
supported by continued demand in smart
infrastructure, alongside stable performance
in automotive, despite a more competitive
market backdrop. The region continued
to benefit from prior year new business
wins and a focus on higher‑quality revenue
across targeted customer segments.
uEBIT increased to £3.3m at CER, up
10.0% year on year, with uEBIT margin
improving to 9.5%, up 40bps. Margin
progression reflects ongoing cost discipline
and operational efficiencies delivered
across the region, enabling effective uEBIT
drop‑through from incremental revenue
growth while maintaining a disciplined
approach to pricing and mix.
Investment in the region continued during
FY26 to strengthen capability and resilience
in support of future growth.
Central
Central reported a uEBIT loss of £4.7m
(FY25: £6.8m), representing a £2.1m
improvement year on year. The reduction in
losses reflects continued overhead savings
delivered through prior restructuring
programmes, together with ongoing cost
discipline across central functions.
Central results were also impacted by
foreign exchange movements, with a lower
net exchange gain compared with the prior
year. Overall, Central costs remained well
controlled, reflecting a continued focus on
maintaining a disciplined Group cost base
while ensuring appropriate investment
in governance, leadership and strategic
initiatives to support execution of the
Recover, Rebuild, Resilience strategy.
Implementation costs of cloud
computing SaaS arrangements
During the year, we identified an error in
the accounting treatment of certain costs
incurred in implementing cloud‑based
Software as a Service (SaaS) arrangements,
following consideration of the April 2021
IFRIC agenda decision on configuration
and customisation costs. These costs,
which primarily related to the Group’s ERP
implementation (Microsoft Dynamics 365)
under ‘Project Atlas’, had previously been
capitalised.
In line with IAS 8, the error has been
corrected retrospectively. The IFRIC
agenda decision clarified that such costs
should be expensed unless they give rise
to a separately identifiable intangible asset
controlled by the Group; as this was not the
case, the costs have been recognised in the
income statement.
Separately disclosed items
Separately disclosed items (£m) FY26 FY25
Acquired intangible amortisation (1.6) (1.7)
Restructuring and transformation costs (2.4) (2.6)
Project Ignite (6.0) —
Impairment of non‑current assets (0.9) —
Impairment of customer receivable on administration — (1.0)
Malaysia manufacturing write‑off (1.4) —
Recovery of prior year fraud loss 0.2 —
Facilitation payment fraud (0.2) (0.4)
Profit on disposal of a subsidiary — 0.2
Total (12.3) (5.5)
Additional InformationFinancial StatementsGovernance
Strategic Report
17
Trifast plc Annual Report 2026
Financial review continued
Separately disclosed items continued
• Amortisation charges on intangible
assets acquired in previous years of
£1.6m (FY25: £1.7m) are shown as
separately disclosed items, consistent
with prior years.
• A Malaysia manufacturing write‑off of
£1.4m was recognised in FY26 following
the Board‑approved decision under
Project Tiger to exit manufacturing
operations.
• Restructuring and transformation
costs of £2.4m (FY25: £2.6m) relate
to transformation initiatives approved
by management following the launch
of the Group’s strategy at the end of
FY24. These costs primarily comprise
transformation‑related implementation
costs, redundancy expenses and
other costs directly attributable to the
execution of these initiatives.
• Project Ignite costs of £6.0m relate
to the implementation of the Group’s
cloud‑based ERP system, Microsoft
Dynamics 365. In accordance with the
IFRIC agenda decision on configuration
and customisation costs in cloud
computing SaaS arrangements and
IAS38, these costs have been expensed
as incurred.
• Impairment of non‑current assets of
£0.9m comprised £0.5m relating to
TRFastenings Inc. (Houston), including
right‑of‑use assets and property, plant
and equipment, and £0.4m relating
to goodwill associated with Precision
Technology Supplies.
• Facilitation payment fraud comprises
a £0.2m charge in FY26 (FY25:£0.4m
charge). Separately, the Group
recognised a £0.2m insurance recovery
relating to a prior‑year fraud loss; this
has been presented separately and not
netted against the current‑year charge.
• There was no profit on disposal of
a subsidiary recognised in FY26
(FY25:£0.2m), following the disposal
ofthe Group’s Norway operations in
theprioryear.
• There were no impairments of customer
receivables recognised in FY26
(FY25:£1.0m), compared with the prior
year charge following the administration
of acustomer.
Net finance costs
Net finance costs were £4.2m
(FY25:£4.5m), reflecting interest expense
of £4.3m partially offset by interest income
of £0.2m. Interest continues to be incurred
at an aggregate rate based on EURIBOR,
SONIA or SOFR, plus a margin ranging from
2.10% to 3.60%, depending on the Group’s
leverage.
IFRS 16 lease‑related interest contributed
£1.2m to total finance expense in FY26
(FY25: £1.0m).
Profit before tax
Statutory profit before tax was £0.1m
(FY25:£4.9m). The reduction reflects
the impact of separately disclosed items
of £12.3m, including Project Ignite,
restructuring and transformation costs,
impairment charges and the Malaysia
manufacturing write‑off, partly offset
byimproved underlying profitability.
Operating cash flow (AER)
Operating cash flows before working capital
movements were £15.9m (FY25: £18.7m),
a decrease of £2.8m year on year. The
reduction was primarily driven by lower
statutory profitability, which reflects the
impact of separately disclosed items in the
year, including £6.0m of Project Ignite costs
associated with the Group’s strategic ERP
transformation programme.
£17.4m
£(21.9)m
£(4.3)m
£6.0m
£4.3m
£3.5m
£3.5m
£3.3m
£2.4m
£2.2m
£(0.3)m
£16.0m
Opening
net debt
2025
(AER)
LFL
Underlying
operating
cashflow
Change
in
working
capital
Project
Ignite
Interest
paid
Ta x
paid
Capex Dividends
paid
ROU
liabilities
paid
OtherFX on
cash and
bank
loans
Closing
net debt
2026
(AER)
Increase Decrease Total
Adjusted net debt bridge
The reduction also reflects an unrealised
foreign exchange gain, a lower taxation
expense add‑back, lower finance cost
add‑backs, and reduced depreciation
and amortisation, partly offset by higher
non‑cash share‑based payment charges
andimpairment‑related adjustments.
Cash generated from operations was £20.2m
(FY25: £19.1m), reflecting continued working
capital discipline and improved cash collection
during the year. This included a £1.8m inflow
from trade and other receivables and a
£8.1m inflow from inventories, partially
offset by a £4.3m outflow from trade and
other payables. This strong working capital
performance helped fund the Group’s
strategic investment in Project Ignite while
maintaining balance sheet strength.
Banking facilities
The Group maintains a core £70.0m
committed Revolving Credit Facility (RCF)
utilisable in EUR, GBP or USD with no pre
determined currency limits.
Our lending group is comprised of four key
banking partners, HSBC, Citi, NatWest and
KBC Bank NV. The group executed a plus
one application in February 2026 extending
the RCF to June 2028, both available
extensions have now been utilised. The
RCF is drawn to £28.6m (€32.75m) as at
31 March 2026 under leverage and interest
cover covenants. In addition to the RCF, the
Group benefits from EDG UKEF funding of
£50.0m, maturing in 2028 with a three year
availability period, as at 31 March this facility
is drawn to £20.6m (€17.1m and $7.5m).
The EDG availability period closes mid FY27,
the group believes there is still meaningful
unused capacity on the loan and will apply
for a new UKEF product under the same
terms to complete by June 26.
The Group will begin the refinancing
process for the RCF in June 2027,
oneyearprior to the facility’s maturity.
Additional InformationFinancial StatementsGovernance
Strategic Report
18
Trifast plc Annual Report 2026
Financial review continued
Adjusted net debt bridge continued
At 31 March 2026, Group adjusted net
debt reduced to £16.0m (FY25: £17.4m),
reflecting continued cash generation and
disciplined financial management. Cash
andcash equivalents at the year end
increased to £32.4m (FY25: £24.3m).
A continued focus on working capital
efficiency and inventory discipline
supported the further reduction in net
debtduring the year. As a result, the
Group’sbanking covenant position
strengthened, with adjusted leverage
improving to 0.75x (FY25: 0.97x),
providingsignificant headroom against
thecovenant limit of 3.0x.
The statutory effective tax rate was
1,823% (FY25: 79%), reflecting the very
low level of statutory profit before
tax after separately disclosed items,
together with the geographic mix of
taxable profits and losses and taxes
arising in jurisdictions where profits were
generated. The underlying effective tax
rate reduced to 29.2% (FY25: 44.0%),
based on underlying profit before tax of
£12.3m (FY25: £10.4m) and an underlying
tax charge of £3.6m (FY25: £4.6m).
Underlying diluted earnings
per share (AER)
Reflecting the improved underlying
performance in the year, underlying profit
before tax increased to £12.3m (FY25:
£10.4m). This, together with the reduction
in the underlying effective tax rate, resulted
in underlying diluted earnings per share
increasing by 49.9% to 6.46p at AER
(FY25:4.31p).
Return on capital employed (at AER)
The Group’s ROCE increased by 40bps
to 8.5% (FY25: 8.1%), reflecting improved
underlying operating performance and
disciplined capital allocation during the year.
As at 31 March 2026, the Group’s shareholders’
equity was £115.6m (FY25:£115.7m, restated).
The movement in equity during the year
primarily reflects the loss for the year,
dividends paid and foreign exchange
translation movements, partly offset
byshare‑based payment credits.
At 31 March 2026, the number of ordinary
shares held by the Employee Benefit
Trust (EBT) to satisfy future equity award
commitments was 1,145,315 (FY25: 1,145,315
shares). Shares in issue at the year end were
136,188,663 (excluding EBT: 135,043,348).
Outlook
Trading headwinds have persisted into early
FY27, reflecting ongoing macroeconomic
uncertainty, continued softness in the
automotive sector, the impact of US
tariffs on steel and aluminium, and foreign
exchange volatility, particularly in relation
to the US Dollar. In addition, the Group
continues to closely monitor the direct and
indirect impacts of the ongoing Middle East
conflict, including any associated effects on
the Group’s supply chains.
The Group has continued to develop an
increasingly agile operating and commercial
model, enabling it to respond effectively
to market and operational shocks. Where
appropriate, the Group will seek to pass
increased costs through pricing in line with
its established commercial discipline. The
Group’s diversified geographic footprint,
broad supplier base and pricing capability
provide resilience in managing volatility
andsupport its competitive advantage
inservice delivery.
The Group enters FY27 from a position of
improved operational and financial strength,
underpinned by the progress delivered
through its transformation programme,
stronger margins and disciplined cost
control.
Having refined its commercial focus and
target markets, it is encouraging that the
Group is seeing its strongest commercial
pipeline since we implemented our strategy,
as customers place increased emphasis
on supply chain resilience, engineered
solutions, quality of service, reliability
andcontinuity.
The Board remains confident in achieving
the Group’s medium‑term EBIT margin
target of greater than 10%, supported
by the progress delivered through the
transformation programme, stronger
margins, disciplined cost control and
continued focus on margin management.
Kate Ferguson
Chief Financial Officer
1 July 2026
Additional InformationFinancial StatementsGovernance
Strategic Report
19
Trifast plc Annual Report 2026
Being a responsible business
Trifast is committed
to securing a
sustainable future.
Our sustainability strategy is
helping us to play our part in
shaping a sustainable economy.
Our people
Our planet
Our principles
Our people bring our strategy
and purpose to life. We aim to
deliver our growth ambitions
through consistently driving the
right behaviours and creating
an environment that promotes
positivity, wellbeing and high
levels of employee engagement
We are dedicated to minimising
our environmental impact,
and through our sustainability
strategy, we are exploring
innovative methods to support
usin accomplishing this goal
The Company maintains a strong
commitment to governance,
with the Board fully aware of
the ongoing importance our
stakeholders place on robust
andtransparent practices
Sustainability accreditation
Learn more about Trifast’s
approach to sustainability online
www.trifast.com
Key metrics
Key metrics
Key metrics
See more on pages 21 to 25
See more on pages 26 to 31
See more on pages 32 to 33
Gender diversity (all employees)
FY26
53.5% 24.4% 22.1%
FY25
66% 31% 3%
Total carbon emissions (tCO
2
e)
1
FY26
426,972
FY25
140,515
Supply chain (percentage of spend)
2
FY26
90%
FY25
82.8%
Lost time injury rate
FY26
1.06
FY25
1.33
Total water consumption (m
2
)
FY26
18,409
FY25
17,724
E‑learning training courses completed
3
FY26
3,600
FY25
3,063
2. Percentage of spend signed up to Slavery and Human Trafficking Statement
3. Includes various training courses including for compliance, products and awareness
1. Includes scope 1, 2, and 3 emissions
Male Female Undisclosed
Additional InformationFinancial StatementsGovernance
Strategic ReportTrifast plc Annual Report 2026
20
Being a responsible business continued
Our people
Trifast has more than 1,000 employees
around the world, and we recognise the
important contributions and expertise each
person brings to our Group’s success.
Our people are at the heart of our business
and the key drivers of our success, and as
such, our growth strategy is underpinned
by the continuous focus on our people and
on making sure that they are empowered to
drive progress and add value through their
contributions.
During FY26, we laid the foundations for
our HR strategy, placing focus on talent
acquisition, leadership development,
employee engagement and performance
management. We continue to invest in
developing our workforce through the
implementation and strengthening of
ourstrategic people programmes.
Leadership
Talent acquisition remains a strategic
priority at leadership level. Recruitment
processes are designed to identify and
appoint high‑potential individuals who can
fulfil both current and future key leadership
roles within the organisation. We recruit
from the widest possible talent pool, and
over the past 12 months, 13 new leaders have
joined the business, further strengthening
our global leadership team.
At the start of FY26, we hosted our first
global leadership conference, ‘Rebuild’,
bringing together more than 50 leaders to
launch the FY26 plan and outline priority
actions aligned with our strategy. The
event featured multiple workshops and
interactive sessions designed to facilitate
effective planning and collaboration. At the
event, weacknowledged individuals whose
everyday actions reflected our Company
values. These principles shape the standards
and priorities of our business, influencing
our behaviour and how we are viewed
within and outside the organisation. They
demonstrate our dedication to cultivating
a respectful, positive and high‑performing
workplace aligned with our Company’s
vision and strategy.
Throughout the year, 12 individuals
successfully completed the Future Leaders
Training (FLT) programme, adevelopment
initiative aimed at nurturing high‑potential
talent within the Group. The programme
was designed to identify and cultivate
emerging leaders from across the
organisation and offered participants
opportunities to establish professional
relationships, engage in peer‑to‑peer
learning, and acquire valuable knowledge
through a focused leadership curriculum.
With sponsorship from the Executive
Leadership Team and facilitation by an
external provider, this programme has made
a significant contribution to strengthening
our leadership pipeline and preparing
the organisation to address forthcoming
challenges and opportunities.
Talent and succession planning
The development of senior leadership and
the implementation of effective succession
planning are essential for the Group’s
long‑term success. Accordingly, annual
assessments are conducted to evaluate
the bench strength, performance, and
developmental potential of executives
and senior leaders. These evaluations
also identify key attributes and personal
strengths, as well as assess the impact of
any skills gaps on the Group’s sustained
success.
The ‘9‑box’ talent identification method,
which assesses both performance and
potential, was employed to evaluate all
senior leaders. Following the process,
actions were taken, such as conducting
additional development assessments for
individuals recognised as emerging talent
who could grow into wider roles or higher
positions. These individuals now have
development plans in place, including
coaching and 360‑degree feedback.
Furthermore, this process has enhanced
the talent pipeline for senior positions,
andsuccessors have been identified for
most members of the Executive Leadership
Team, including critical roles such as the
CEO and CFO.
Our people in action
Nathan – Graduate
Accountant
After completing my year in industry
with Trifast as a finance student in
2023, I returned to Loughborough
University to finish my BSc in Business
Management – Trifast supporting me
through part‑time work until graduation.
Joining full‑time as a Financial
Planning Analyst, Trifast are now
sponsoring my CIMA CGMA Level7
qualification as well as gaining
operational experience. I have grown
from an assistant role into having
my own responsibilities, business
partnering with regional operations
directors to consolidate forecasts and
ensuring accurate weekly reporting
across the business.
Read more on
our website:
Our people
21
Trifast plc Annual Report 2026
Additional InformationFinancial StatementsGovernance
Strategic Report
Being a responsible business continued
Our people
continued
Employee communication and
engagement
As part of our ongoing commitment to
organisational improvement and sustainable
business growth, we are focused on
enhancing employee engagement. Our
strategy focuses on three main areas:
• Global Employee Engagement Survey
• Workforce Engagement Groups
• Board Workforce Engagement Sessions
Giving employees the opportunity to
voice their opinions on things that matter
to them is a priority as their feedback is
critical to improving our business. The
annual employee engagement survey was
conducted in 2025 with an overall response
rate of 89% and an overall engagement
score of 7.0.
Following the annual engagement
survey, each location has established a
Workforce Engagement Group to help
identify and execute relevant action
plans, thus supporting the Company’s
dedication to hearing employees’ feedback
and motivating them to participate
actively in improving their workplace.
The Board’s Workforce Engagement strategy
includes yearly sessions with employees.
Each region has a designated Board member
who hosts the sessions. During FY26,
Workforce Engagement Sessions were held
in the UK at the National Distribution Centre,
Asia, in Singapore, Taiwan, Malaysia, China
and in Europe at the Italian site. In each
session, Board members met with a
cross‑section of employees from the site or
with the Workforce Engagement Groups.
To support the sessions, Board members
received an information pack containing
essential details specific to the site,
including results from the employee
engagement surveys and local teams,
whoalso received session support materials.
The approach aims for consistency but
allows flexibility for cultural differences,
language barriers and local team ownership.
In all cases, the process and access to
the Board was welcomed by employees,
and the open communication, including
understanding more about the business
from the Board’s perspective, was
appreciated. Throughout discussions,
employees offered suggestions to
improvement areas, and a summary
of actions was also shared with local
management teams. In meetings with
the Workforce Engagement Groups,
updates were provided on the action
plansdeveloped in response to the
internalEmployee Engagement Survey.
We are continuing to enhance
communication throughout the Group
by holding interactive monthly Senior
Leadership calls that feature keynote
speakers from various parts of the
organisation. Each month, CEO Iain
Percival shares a business update by
video – accessible to all employees – which
focuses on strategy, key achievements
and performance. Employees are invited
to send in questions through a dedicated
link, helping to maintain an open dialogue
between senior leadership and the broader
workforce.
Performance management
We are committed to achieving high
performance by establishing and evaluating
both individual and collective objectives
aligned with the Company’s strategic goals.
Throughout the year, we further enhanced
our internal performance review process
by implementing it for all leaders and
managers within the business, ensuring that
objectives corresponded with key strategic
initiatives: margin management, focused
growth, organisational effectiveness, and
operational efficiency. This development
represents a significant advancement in
aligning leadership performance with our
overarching business strategy.
• Participants received support throughout
each stage of the process via toolkits,
structured training sessions and
informativewebinars
• Setting clear goals and promoting
accountability fosters an environment
focused on ongoing improvement.
In addition, this approach highlights
areas for growth, making sure that
senior leaders and managers receive
the necessary support to advance their
skills, which boosts both personal and
organisational effectiveness
Employee development
The breadth of the Group provides exciting
opportunities for people, and we remain
committed to investing in the development
of our workforce through multiple
channels,including our global online
learning platform.
Our approach encompasses not only
technical and job‑specific training, but also
comprehensive leadership development.
To address the varied needs of our
international team, we diligently select
relevant, engaging and accessible training
resources for all employees.
Investing in the growth of our people
through learning and development is a key
part of our long‑term strategy to build a
skilled, flexible and motivated workforce.
We are enthusiastic about supporting
employees in their educational journeys and
anticipate that these new skills will positively
influence our business. Prioritising internal
development helps keep our team prepared
for industry changes, ensuring we remain
competitive and innovative in a constantly
shifting market.
We understand that effective compliance
training plays a key role in building a strong,
ethical workplace culture. By keeping
our employees informed about relevant
laws and regulations, we lower the risk of
legal issues and encourage integrity and
accountability throughout our organisation.
As part of onboarding, every new team
member completes necessary compliance
training. We make sure to regularly update
this training to reflect current industry
standards so our staff stay knowledgeable
about all legal and regulatory requirements.
To further strengthen our commitment to
talent and development, we have appointed
a Group Head of Talent who joined the
business in February 2026.
Additional InformationFinancial StatementsGovernance
Strategic Report
22
Trifast plc Annual Report 2026
Being a responsible business continued
Our people — health and safety
Strategic intent
We have continued to place a strong
focus and momentum on delivering our
environmental, health and safety strategy
through a mix of equipment, process and
behavioural improvements. This is the
continuation of our three‑year plan aligned
with our transformation strategy of Recover,
Rebuild, Resilience.
Our intent is to build strong programmes of
safety systems, processes and engagement
through data‑led targeted risk reduction
activities, increasing engagement and
ownership, and strong and consistent
‘OneTR’ processes.
Progress update
Our strategic actions are starting to take
effect, with progress being achieved across
our key performance indicators. We have
also seen a maturing of our reporting
process with a broader range of locations
now actively reporting incidents, providing
confidence that our reporting criteria are
being embedded across our operations
andsupport functions.
As part of our continual improvement
programme, we analyse our performance
and update our H&S strategic plan where
necessary. Our incident analysis supports our
health and safety strategy, identifying that
cuts and abrasions, ergonomics and manual
handling, and slips and trips are causal areas
behind 74% of our injuries. We also continue
to see near misses predominantly associated
with workplace transport and vehicle
movements, supporting the need for ongoing
action to target risk reduction and process
and behavioural improvement in these areas.
A proactive mindset…
Improvement and progression
Throughout the last financial year, our
businesses have been driving continuous
improvement in our safety performance.
This is through:
1. Engaging our team in hazard reporting,
providing recognition and developing
ourbehavioural standards
2. Data‑led risk reduction activities on our
high‑risk and high‑frequency hazards
3. Improved standards, systems and
processes with our assessments,
processes and procedures
High‑risk potential activities
Reducing working at height: Another
strategic focus area is reducing our risk
with picking activities at height. We have
invested in new ‘platform order pickers’
across three of our regions to eliminate
the use of ladders, improving both safety
and efficiency. This removes the need to
carry products up and down the stairs
and reduces the risk of trip and fall injuries
colleagues due to not being able to hold
the handrail when ascending or descending
equipment. It also avoids the need to take
multiple trips up and down steps, improving
efficiency.
We have also invested in autoloading
equipment in our Taiwan operations to
reduce the need for manually loading
hoppers, using an overhead crane. This
removes another working‑at‑height activity
and helps to modernise and improve
efficiency of our operations.
Our strategic plan has led to improvements with our key performance indicators
Lagging:
Leading:
Lost Time Accident Rate (LTAR)
FY26
1.06
FY25
1.33
20%
reduction
achieved
Safety observations reporting
FY26
2,335
FY25
1,006
132%
increase
achieved
First aid accidents
FY26
32
FY25
37
32%
reduction
achieved
Near misses
FY26
41
FY25
72
41%
reduction
achieved
EHS framework compliance
FY26
16%
FY26 target
10%
Days lost
FY26
96
FY25
270
64%
reduction
achieved
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Trifast plc Annual Report 2026
Being a responsible business continued
Our people — health and safety
continued
High‑risk potential activities continued
Safer operational spaces: We have
continued to invest in safety through the
introduction of protective barriers to clearly
separate our workforce and vehicles,
alongside clear floor markings, walkways
and workplace organisation. This has been
completed across several locations and
will continue as part of our improvement
roadmap.
For locations where physical separation
is more difficult, we have trialled modern
proximity sensor technology in our TR
Holland warehouse, which greatly reduces
the risk of contact with pedestrians. The
intent for FY27 is to roll out this more widely
across our warehousing operations.
Increased machinery safety: In our
manufacturing sites, we continue to invest
in both machinery improvements, such as
improved guarding, additional interlocks,
and replacement or upgrades of equipment.
Our TR Italy site has undertaken a
comprehensive review of all machinery,
systematically evaluating safety standards,
and taken broad action to upgrade
guards and covers, improving control
panel capability and installing additional
interlocks.
Upgraded standards: Mandatory Personal
Protective Equipment (PPE) standards have
been implemented across all our locations,
which have had a significant impact on
reducing the number of cuts and abrasions
experienced by our teams.
One key aspect of this is the introduction of
protective gloves to support safe handling
across all our warehousing operations
and the phasing out of sharp tools and
equipment, such as metal‑bladed knives
and unguarded tape dispensers. Cuts and
abrasions were a significant cause of first
aid accidents, and we are proud of the team
for their support in driving a step change
in standards, which has delivered a 38%
reduction in hand and finger injuries.
Process
All our sites and locations have been
working on embedding our EHS
framework. The first part of the framework
was launched in FY25, with progress
against the first eight standards that
are applicable to our operations.
This has involved implementing consistent
risk assessments, delivering new onboarding
practices, implementing new equipment,
and establishing new standard operating
procedures and work practices. Throughout
FY26, quarterly reviews have taken place for
all sites to review performance, review and
track improvement progress, and provide
targeted support for process improvements
and system development. All but one
site exceeded their specific improvement
‘Rebuild’ target, with three locations – TR
Italy, TR Singapore and Lancaster Fasteners
– achieving our ‘Resilience level’ of 95%
compliance.
In FY26 Q4, we introduced the second and
final ‘One TR’ global Environmental, Health
and Safety framework. This includes an
additional ten standards, including hazards
such as Working at Height, Cuts and
Abrasions, Lock Out Tag Out, and Driver
and Travel Safety. A glidepath, along with
site‑specific and regional targets, has been
mapped, and over the next two years, sites
will continue on this improvement journey
with the target of achieving 95% compliance
by FY28.
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Trifast plc Annual Report 2026
Being a responsible business continued
Our people — health and safety
continued
People‑related programmes:
Our leadership Safety Cultural workshops
have been undertaken with Part 2
leadership programmes for the ELT and
SLT population. Our SLT Part 2 programme
commenced with our Asia SLT for FY26,
with other regions due to follow in FY27.
This included content on:
• Recognising progress – what has
changed since Part 1?
• OneTR behaviours – what behaviours are
essential to drive forward H&S culture?
• H&S conversations – are they regular
andimpactful?
• Understanding Big Risk – what risks
should be focused on?
To support workforce culture change
and safety improvement, Trifast’s Golden
Safety Rules have been developed and
cascaded across the business. This
includes four ‘I Never’ rules relating to
high‑risk activities and five ‘I Always’ rules
relating to the high‑frequency activities
we regularly complete. These rules have
been communicated and will feature as
part of future training and communication
programmes.
Safety observations reporting:
Following the launch of our safety
observation programme in FY25, which saw
1,000 observations reported, we saw the
significant expansion of reporting with 2,355
observations reported in FY26. This is due
to additional action to cascade and embed
reporting expectations across our business
with a far wider range of employees
contributing to reports, all which help us
to remove risk from our operations and
provide positive recognition to our team.
Wellness at Trifast:
Q4 saw the development of our Trifast
wellness strategy, which outlines our
roadmap to Resilience in how we intend
to support the wellness of our team. This
includes developing the knowledge and
an understanding of wellness throughout
the organisation, supporting our workforce
with Mental Health First Aid and delivering
wellness initiatives to support team
engagement and understanding.
Safety observations reported
North
America
FY26
201
FY25
71
UK &
Ireland
FY26
897
FY25
328
Europe
FY26
304
FY25
91
Asia
FY26
953
FY25
210
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Trifast plc Annual Report 2026
Being a responsible business continued
Our planet
Our planet strategy
Within our Company Rebuild programme,
we have reviewed and revised our
environmental objectives and commitments.
This involved reviewing our historical
approach to strategic planning and aligning
our activities and timescales with Recover,
Rebuild, Resilience.
Our planet key strategic objectives taking
usto FY30 are:
1. Continuing our carbon transition plan
aligned to SBTi net zero, with a 50%
reduction inCO
2
e
2. Achieving EcoVadis Silver
3. Achieving a CDP ‘B’ rating
A roadmap to meet these objectives has
been developed, with action underway to
support the achievement of these goals.
Total water consumption
FY26
4
18,409.14m
3
FY25
17,724.13m
3
FY24
22,195.28m
3
All water supplied from mains supply
Total water discharge
FY26
17,131.77m
3
FY25
16,861.09m
3
FY24
22,345.91m
3
All water discharged in municipal sewer
0%water is reused or recycled
ISO 14001
Our waste, water, and energy management
is governed by our ISO 14001 certification,
with significant progress made in extending
scope to cover all our TR operations,
with just TR India and TR Thailand being
the remaining locations not included in
our Company certification. During FY26,
Charlotte (US), Louisville (US), NDC (UK)
and Spain (Europe) were all audited as
an extension of scope of the certificate.
TR Ireland and TR Sweden (Europe) both
received a surveillance audit, and the
Head Office Group certificate successfully
completed arecertification audit.
During FY27, our intent is to update our
certificate from TR to Trifast, with the
intention to bring all brands under one PLC
certificate, with objectives and targets for
our significant environmental aspects.
Total waste created
FY26
1,832T
FY25 Not reported
1
FY24 Not reported
1
 Non‑hazardous 1,459T
 Hazardous 373T
Waste disposal
 Waste recycled 1,336T | 73%
 Waste recovered 301T | 16%
 Waste to landfill 195T | 11%
Our planet in action
TR Italy ISO 37101 certification
In FY26, TR Italy supported ‘Confindustria Umbria’ certification to ISO 37101:2016.
This standard establishes requirements for a management system for sustainable
development in communities, using a holistic approach, with a view to ensuring
consistency with the sustainable development policy of communities. TR Italy
participation supports sustainable development through the exchange of know‑how
and the implementation of best practice and is an activity contributor to sustainability
in the Umbria region.
1. FY26 marked the first year of site‑based waste reporting to allow monitoring, tracking and measurement of
the type and quantity of waste generated, and evaluate the waste disposal route. Our target is to maintain
or reduce the volume and environmental impact of our waste created. A re‑baseline of waste data will be
completed once reporting fully matures
Additional InformationFinancial StatementsGovernance
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Trifast plc Annual Report 2026
Being a responsible business continued
Our planet continued
SDG
Why this goal matters
to our business
FY26 focus
and contribution
SDG 3
Good Health
and Well‑being
Protecting the health,
safety and wellbeing of
colleagues is fundamental
to responsible operations
and long‑term business
resilience.
Maintaining a strong safety
culture, focusing on hazard
identification, incident
prevention and continuous
improvement in occupational
health and wellbeing practices.
SDG 5
Gender
Equality
Creating a diverse
and inclusive working
environment supports
talent attraction,
engagement and
long‑term performance.
Promoting equal opportunities,
fair treatment and inclusive
workplace practices, supported
by policies and initiatives
aimed at fostering diversity
andrespect across Trifast.
SDG 8
Decent Work
and Economic
Growth
Responsible employment
practices and respect for
labour standards underpin
sustainable growth and
stakeholder trust.
Supporting fair working
conditions, skills development
and ethical labour practices
within our business and across
our supply chain.
SDG 12
Responsible
Consumption
andProduction
Our operations and supply
chain influence resource
use, waste generation and
environmental impact.
Strengthening management
of waste, water and materials,
promoting responsible sourcing
and improving supply chain
transparency.
SDG 13
Climate
Action
Climate‑related risks and
opportunities affect our
operations, costs and
value chain resilience.
Progressing our carbon
transition through emissions
measurement, efficiency
initiatives and alignment with
recognised climate‑related
protocols and frameworks.
SDG 16
Peace, Justice
and Strong
Institutions
Strong governance and
ethical conduct are critical
to sustainable growth and
effective risk management.
Upholding high standards of
business integrity, transparency,
anti‑corruption and compliance,
supported by effective
governance and internal
controls.
United Nations Global Compact
andSDGalignment (FY26)
During FY26, the Group became a
participant in the United Nations Global
Compact, reinforcing our commitment to
responsible business conduct across human
rights, labour standards, the environment
and anti‑corruption. Participation in
the UN Global Compact also provides
a recognised framework for aligning
our activities with the United Nations
Sustainable Development Goals (SDGs),
supporting long‑term value creation for
our stakeholders and wider society.
Role of the SDGs in strategy
The Sustainable Development Goals
provide a common global framework for
addressing social, environmental and
economic challenges. While governments
lead delivery of the Goals, business has a
critical role to play through responsible
operations, innovation and collaboration
across value chains. We use the SDGs as a
reference point to guide decision‑making,
prioritise action and frame our contribution
to sustainable development.
Prioritisation approach
Given the breadth of the 17 SDGs, we
focus on those goals where our activities,
products and supply chains have the
greatest potential influence. Many of these
priorities are already embedded within our
existing policies, targets and programmes.
During FY26, we commenced a structured
review of our operations to assess alignment
with relevant SDGs and to identify areas for
strengthened integration over time.
Integration with existing objectives
Our approach to SDG alignment is
integrated into our existing sustainability
and risk management processes, rather
than treated as a standalone initiative.
This includes alignment with our climate
transition objectives, responsible supply
chain management, health and safety
culture, and ethical business practices.
Weconsider SDG alignment an enabler
of long‑term resilience and improved
operational performance.
Over the coming reporting periods, we
intend to further embed the SDGs into
our strategy, performance measurement
and external reporting, building on the
foundations established in FY26.
This will enhance internal awareness and
governance, and transparent reporting on
progress in line with the UN Global Compact
communication of progress.
CDP and EcoVadis: FY26 has seen progress
with both sustainability platforms.
EcoVadis has progressed from ‘Committed’
to ‘Bronze’, with action planning underway
to progress to Silver status.
CDP rate of ‘C’ has been achieved, with
all sections achieving an overall C rating.
Progress work has been undertaken in
FY26to help strengthen co‑ordinated
actionon environmental issues including
thecapture reporting and targeting for
waste data, and ongoing reporting of
waterdata.
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Trifast plc Annual Report 2026
Being a responsible business continued
Our planet continued
Packaging raw materials and waste
To support more sustainable packaging
options, we are actively working to reduce
the reliance on virgin plastic materials.
Activity is underway to reduce our
purchased plastic bags and pallet wrap,
with a view to increase our use of recycled
materials and reduce the CO
2
e from our
purchased packaging materials. The action
is targeted to the packaging materials we
directly purchase from packaging suppliers.
The overall waste created by our operations
is 1,832T
1
. It is expected that our reporting
process will continue to mature inFY27
2
.
Our objectives and targets for FY27 are to
maintain or reduce existing levels of waste
creation
3
, and we will continually explore
opportunities to reduce waste to landfill.
Targets will be included in our ISO 14001
programme.
Water
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 increase of
841.01m
3
when compared to the previous
year
4
. We do not consume significant
quantities of water in our direct operations
but recognise that the steel and metal
industry has a heavy reliance on water. Due
to this, our target for FY27 is to maintain
or reduce water consumption at or below
18,409.14m
5
. We actively evaluate water
stress for our site locations and continually
explore opportunities to reduce our water
footprint.
Environmental controversies, pollution
prevention and incidents
During FY26, we had zero environmental
controversies or incidents and also had no
direct or accidental oil spillages. Through
our ISO 14001, we continually strengthen
legal compliance evaluations and improve
spill emergency preparedness. We have
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.
ESOS
The Company is required to comply with
the Energy Savings Opportunities Scheme
(ESOS); assessments were completed
during FY23 by third parties at selected
business premises in the UK. In FY26,
we provided an update of ESOS actions
progress to the Environment Agency in
the UK. Energy audits have also been
completed in our TR Italy location.
Energy
Manufacturing continues to be the sizeable
portion of energy use, representing the
majority of scope 1 and 2 CO
2
e emissions.
Our total electricity use in FY26 was
12,190,384 kWh and natural gas consumption
was 4,226,544 kWh. Other fuels and
referent gases losses make up the remaining
energy contributing to our overall scope 1
and 2 emissions of 5,149T of market‑based
CO
2
e emissions.
We continue to prioritise carbon transition
as part of our strategy aims with reducing
gas use from heating and switching to
renewable alternatives for electricity.
Thetotal amount of renewable energy
consumed in FY26 is 3,952,542 kWh, with
1,579,780 kWh generated through on‑site
solar. Our carbon‑reduction targets are
stated further on in this report.
Our planet in action
Lancaster Fastener
packaging
optimisation
To support proactive risk reduction
and our environmental programmes,
Lancaster Fastener completed a
packaging review to reduce box
weights and introduce a safer, more
ergonomic and sustainable solution.
Previously, box weights could exceed
20 kg, presenting manual handling
risks for Lancaster employees,
customers and other Trifast businesses
downstream. The review considered
alternative packaging options and
branding to reduce weight and
improve handling.
What was the outcome?
The new packaging uses smaller,
lighter boxes with a maximum weight
of 13 kg. This significantly reduces
the risk of musculoskeletal injuries,
complies with global manual handling
requirements and offers a more
practical solution for customers. The
boxes also stack more efficiently on
pallets and eliminate the need for
plastic inner bags, reducing overall
packaging across the value chain.
Our planet in action
Trifast clean‑up day
In FY26, we instigated Trifast
clean‑up day to coincide with World
Cleanup day. Thiswas a voluntary
opportunity for sites toconduct
clean‑up activities on site or in
local communities. A number of
locations took this opportunity to
support proactive clean‑up activities,
such as beach cleans, community
clean‑ups, or site clean‑ups.
1. FY26 marked the first year of site‑based waste reporting to allow monitoring, tracking and measurement
ofthe type and quantity of waste generated, and evaluate the waste disposal route
2. A re‑baseline of waste data will be completed once reporting fully matures
3. Our target is to maintain or reduce the volume and environmental impact of our waste created
4. A review has been completed of best practice reporting. Where data is unavailable, an estimate has been
applied based on a mature dataset for the reporting location
5. FY27 water target: to maintain or reduce total water consumption below FY26 levels of18,409.14m
3
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28
Trifast plc Annual Report 2026
Being a responsible business continued
Our planet continued
Monitoring our GHG emissions
We have provided below our GHG emissions
as required under the Companies Act 2006
(Strategic Report & Directors’ Report)
Regulations 2013 and have reported the
requirements of the Streamlined Energy
&Carbon Reporting (SECR) framework.
InFY26, we increased the regularity of
location reporting to monthly to allow
increased and improved tracking of our
energy and GHG performance.
We continue to monitor scope 3 purchased
goods and services, employee commuting
and our joint venture investment emissions
in‑house. Our reporting methodology
is aligned with the guidance in the GHG
Protocol.
We have worked closely with the Carbon
Trust to embed best practice into our
scope1, 2 and 3 emissions reporting.
Intensity factors:
We measure the energy/emissions intensity
of our operations using an intensity metric
against our scope 1 and 2 emissions.
Revenue
(kgs CO
2
e/£1k)
FY26 24.71
FY25 24.40
FY24 23.85
Note: Our emissions data includes all material
emissions of the six Kyoto gases from direct
sources and from purchased electricity, heat and
steam and cooling where applicable. No direct
source material emissions have been omitted.
Figures are reported in tonnes of CO
2
e (carbon
dioxide equivalent), unless stated otherwise.
Carbon emissions
FY26 FY25 FY24 FY23
Total scope 1 emissions 1,287. 89 1 ,447. 35 1,578.39 1,723.20
Purchased fuels 797.47 955.68 1,053.96 1,127.39
Company vehicle use 460.94 485.99 524.43 595.81
Fugitive emissions 29.48 5.68 — —
Total scope 2 emissions 3,861.00 4,012.16 3,985.86 3,963.08
Purchased electricity 3,861.00 4,012.16 3,985.86 3,963.08
Total scope 1 & 2 5,148.89 5,459.51 5,564.25 5,686.28
Total scope 3 emissions 478,474.40 135,055.05 122,630.60 153,159.66
Purchased goods and services 475,986.00 134,050.43 121,513.04 152,835.05
Fuel and energy‑related activities (transport and distribution loss electricity) 1,336.00 155.38 — —
Business travel 499.40 344.36 446.75 324.61
Air 454.19 326.46 269.02 314.90
Road 45.04 17. 8 1 17 7.41 9.23
Rail 0.17 0.09 0.32 0.48
Employee commuting 634.00 449.19 662.00 —
Investment – joint venture (40%) 19.00 55.69 8.81 —
Total emissions 483,623.29 140,514.56 128,194.85 158,845.94
As we progress towards target setting for scope 3 emissions in future reporting years, a revised calculation methodology has been applied to our FY26 data in line with best practice and
emission factors supplied by the Carbon Trust. Key notes are as follows:
• Scope 1 and 2 emissions are broadly in line with our expectations and below our stated improvement targets. A revised methodology has been applied for refrigerant emissions using
actual data where available, a standard loss calculation for all other equipment
• Scope 3 emissions have increased across most categories:
• Category 1 Purchased goods and services: A far wider range of data points have been included resulting in more goods and services included in the calculations, and an EEIO
emissions factor has been applied for purchased goods representing a higher emissions factor than previously applied
• Category 3 Fuel and energy‑related activities: A full account of all activities has been applied to the calculations
• Category 6 Business Travel: Data has been expanded, and emissions are expected to grow in future as available business data further increases
• Category 7 Employee commuting: The commuter survey has been a standard dataset that has been extrapolated across the full Trifast headcount
Additional InformationFinancial StatementsGovernance
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Trifast plc Annual Report 2026
Being a responsible business continued
Our planet continued
Net zero ambition
Our definition of net zero is where GHGs
from human activity are in balance with
emission reductions. We set our reduction
target during FY23, which took into account
the Science Based Targets initiative.
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. This aims to reduce our scope
1 and 2 GHG emissions by 67.2% by 2035
(with a rolling target of 4.2% reduction p.a.)
using a baseline of 2019 with a footprint of
8,160 tonnes CO
2
e, with our end target for
FY35 being 2,676 tonnes CO
2
e.
Our target for FY26 was 5,761 tonnes CO
2
e,
which we achieved with our result of
5,148.89 tonnes of CO
2
e for the year. The
reporting boundary of this metric includes
the scope 1 and 2 emissions of all active
companies within the Trifast plc Group. We
have revised our calculation methodology
that has been applied to FY26 data. This
methodology is based on best practice
fromthe Carbon Trust, and includes a
broader range of data, and calculations
andestimates for data that is unavailable.
The change has been implemented in
preparation for scope 1 and 2 data
verification in future reporting years. These
changes have led to an increase in scope 1
and 2 reported emissions, but our result
continues to be below our SBTi target.
As we work through our carbon transition
plan, we continue to make progress with
reduction in our emissions. We have
significantly strengthened our solar
generation capability in TR Italy, with solar
generation on the factory roof as well as the
adjacent land. Our green energy sourcing
strategy has continued, with additional
locations now consuming green energy.
The total amount of renewable energy
consumed in FY26 is 3,952,542 kWh, with
1,579,780 kWh generated through on‑site
solar. In FY27, we intend to continue with
our carbon transition plan and will continue
to increase the quantity of green energy
purchased to support a lower carbon
footprint of our organisation.
We have also strengthened our scope 3
reporting methodology to allow accurate
target setting for future reporting years.
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.
We will continue to review and measure
our progress on a periodic basis at entity
and business level, and apply resource
and budgets, agreed through our budget
planning process, to support dedicated
actions for reducing GHG emissions.
FY19 – baseline FY20 FY21 FY22 FY23 FY24 FY25 FY26
Target Actual Target Actual Target Actual Target Actual Target Actual Target Actual Target Actual Target Actual
Scope 1 1,732 1,732 1,659 1,891 1,587 1,761 1,514 1,964 1,441 1,723 1,368 1,578 1,296 1,447 1,223 1,288
% (reduction) from
FY19baseline 9.18% 1.67% 13.39% (0.52)% (8.89)% (16.43)%
(25.64)%
Scope 2 6,428 6,428 6,158 5,774 5,888 4,499 5,618 3,943 5,348 3,963 5,078 3,986 4,808 4,012 4,538 3,861
% (reduction) from
FY19baseline (10.17)% (30.01)% (3.66)%
(38.35)% (38.35)%
(37.58)%
(39.93)%
Overall scope1and2 8,160 8,160 7,817 7,665 7,475 6,260 7,132 5,907 6,789 5,686 6,446 5,564 6,104 5,460 5,761 5,149
% (reduction) from
FY19baseline (6.07)%
(23.28)%
(27.61)%
(30.32)% (31.81)% (33.09)%
(36.90)%
target % reduction
from baseline
(21.00)% (25.20)%
(29.40)%
Future targets FY27 FY28 FY29 FY30 FY31 FY32 FY33 FY34 FY35
Scope 1 1,150 1,077 1,005 932 859 786 714 641 568
Scope 2 4,268 3,998 3,728 3,458 3,188 2,918 2,648 2,378 2,108
Scope 1 and 2 5,418 5,075 4,733 4,390 4,047 3,704 3,362 3,019 2,676
% (reduction) from FY19baseline (33.60)% (37.80)% (42.0 0)% (46. 20)% (50.40)% (54.60)% (58.80)% (63.00)% (67. 20)%
Additional InformationFinancial StatementsGovernance
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Trifast plc Annual Report 2026
Being a responsible business continued
Our planet continued
Supply chains
At Trifast, transparency and a deep
understanding of our global supply chain
remain fundamental to how we operate.
Ethical and responsible procurement is
central to our culture, and we continue to
embed these principles across every stage
of our value chain. As legislation evolves
and global market dynamics become
increasingly complex, we remain focused on
building a supply chain that is both resilient
and future ready.
Our procurement transformation plan,
launched in FY26, plays a pivotal role in this
shift. It strengthens our operating model,
enhances data‑driven decision‑making and
positions procurement as a strategic enabler
of sustainable growth. This programme
also accelerates our nearshoring agenda,
reducing risk exposure, shortening lead
times and improving environmental
performance across our own manufacturing
footprint and broader supplier base.
We continue to align our sustainability
agenda with the United Nations Global
Compact (UNGC) principles and the UN
Sustainable Development Goals (SDGs).
Ourfocus areas including responsible
sourcing, reduced environmental impact,
safe and ethical labour practices, and
stronger governance directly support
priority goals such as SDG 8 (Decent
Work and Economic Growth), SDG 12
(Responsible Consumption and Production)
and SDG 13 (Climate Action).
Through the roll‑out of our new
procurement transformation programme,
enhanced supply chain transparency and
strengthened supplier assurance processes,
we are embedding these principles into
everyday decision‑making. This alignment
ensures that our long‑term strategy
contributes to a more sustainable, resilient
and ethically driven value chain.
To reinforce responsible sourcing, our
efforts focus on our strategic and critical
Approved Vendor List (AVL) suppliers who
represent the largest impact to our business
(84% of total spend and 297 suppliers).
To date, 100% of those suppliers have
signed our Slavery and human trafficking
Statement, our Environmental, Social and
Governance compliance stands at 98%, and
our Quality and Sustainability Agreement
has been signed by 94% of suppliers.
Clear expectations are set for all suppliers
across quality, environmental impact, social
responsibility and governance. Our supplier
quality team conducts both desktop
assessments and on‑site audits to ensure
alignment with our standards and values,
supported by continuous development
programmes. To uphold performance
and compliance, AVL suppliers undergo
formal re‑audits every two years through
structured reviews and site visits.
Paving the way for fair climate trade
Our European operations remain fully
compliant with the EU Carbon Border
Adjustment Mechanism (CBAM),
a cornerstone of the EU’s broader
decarbonisation strategy.
The CBAM transitional phase, which ran
from 1 October 2023 to 31 December 2025,
focused on monitoring and reporting
embedded emissions in imported goods.
On 1 January 2026, CBAM entered its
definitive period, marking the shift from a
reporting‑only regime to a fully operational
financial compliance mechanism.
From the start of 2026, only authorised
CBAM declarants are permitted to import
goods covered by the mechanism into
the European Union. The only exemption
applies to import volumes below 50 tonnes
within any rolling 12‑month period, which
falls beneath the regulatory threshold.
In December 2025, the European
Commission released a series of key
regulatory documents, including the
benchmark and default values that must
be applied when calculating embedded
emissions in the absence of verified supplier
data. These values are now central to
determining CBAM obligations during the
initial years of the definitive period.
Verification of supplier‑level emissions
data under EU rules cannot begin before
late 2026 or early 2027, resulting in a
compressed timeframe of approximately
nine months to secure verified emissions
from a broad supplier base. In anticipation
of this requirement, a major focus for FY27
will be supporting our strategic suppliers
in preparing for audits aligned with the EU
Emissions Trading System (ETS), ensuring
they can provide verified emissions data
within the mandated timelines.
Through proactive preparation, ongoing
supplier engagement and robust internal
governance, we are well positioned to
maintain full compliance with CBAM while
supporting the transition to lower‑carbon
global supply chains.
Additional InformationFinancial StatementsGovernance
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Trifast plc Annual Report 2026
Being a responsible business continued
Our principles
The Company maintains a strong
commitment to governance, with
the Board fully aware of the ongoing
importance our stakeholders place
on robust and transparent practices
Ethical business practices
We are committed to conduct our business
in a fair and ethical manner and comply
with all relevant laws and regulations.
Werecognise our operations’ activities
may impact on the regions we operate in
and we are committed to ensuring we act
responsibly within those communities.
As a global business, we bring together
people from a variety of backgrounds,
origins, experiences and cultures. It is our
responsibility to respect and value others
and maintain high ethical standards.
Our reputation is critical to our success,
and we therefore ask all employees to
read, understand and adhere to the Code
of Business Conduct. We also ask that a
responsible business approach is fulfilled
throughout our supply chain. We expect
customers, suppliers, distributors and
contractors around the world to observe all
relevant laws and regulations as well as the
conditions of our Code of Business Conduct.
See our principal risks
Non‑compliance with legal or
regulatory requirements on page 40
Code of Business Conduct
Our comprehensive Code of Business
Conduct sets out our purpose, vision and
core values, alongside the policies and
guidance that ensure ethical business
practices.
• Anti‑Bribery Policy
• Business Ethics and Responsible
Behaviour Policy
• Charitable and Political Donations Policy
• Environmental Policy
• Equality, Diversity and Inclusion Policy
• Fair Competition and Anti‑Trust Policy
• Freedom of Association Policy
• Health and Safety at Work Policy
• Trade Compliance and Sanctions Policy
• Whistleblowing Policy
• Working Conditions and Human Rights
Policy
Also included in our Code of Business
Conduct:
• Slavery and Human Trafficking Statement
Conflicts of interest
The Board has robust processes in place
to avoid and manage conflicts of interest
which might distort decision‑making.
At all Board and Committee meetings,
Directors are asked to declare if they have
conflicts of interest with any of the agenda
points. If the Chair determines a conflict is
material, that Director would be excluded
from discussions or decisions for that
subject. The Chair would ensure there is
aquorum for the meeting to continue.
Conflict minerals
We continue to gather information from our
current suppliers concerning the origin of
the metals that are used in the manufacture
of products. Based on information provided
by our suppliers to this point, we do not
supply products containing metals derived
from a specified conflict region.
Human and labour rights
Trifast is committed to the highest
standards in human and labour rights,
employee conduct and compliance with
all applicable legislation, as set out in our
Code of Business Conduct, our HR policies
and our Business Ethics and Responsible
Behaviour Policy. It also sets out our
commitment to ensuring employees have
the freedom to associate without fear of
discrimination against the exercise of such
freedoms.
Bribery and corruption
The Company will not tolerate any form
of bribery or corruption by, or of, its
employees, agents or consultants or any
person or body acting on its behalf. In
addition, we will uphold all laws relevant
to countering bribery and corruption in all
jurisdictions in which we operate.
Whistleblowing
In today’s workplace, employees should
feel safe and supported, especially when
it comes to raising concerns or reporting
wrongdoing. We understand the importance
of creating a trusted environment where
every team member can confidently voice
their concerns without fear of retaliation.
In 2025, we relaunched our whistleblowing
awareness and support to all employees.
The relaunch ensured that all employees
are aware of the leading independent
organisation committed to providing a
secure and confidential reporting platform
for employees to voice any concerns they
may have about their workplace, which is
available in any language.
During the year being reported, and up to
the date of this publication, three reports
have been submitted to the hotline relating
to working environment, and workplace
bullying, for which all matters were
investigated and concluded. Remedial
actions were taken in each case where
required to address concerns and reports.
Additional InformationFinancial StatementsGovernance
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Trifast plc Annual Report 2026
Being a responsible business continued
Our principles continued
Modern slavery
Our 2025 Slavery and Human Trafficking
Statement outlines our zero‑tolerance
approach to all forms of unacceptable
behaviour. With the risk of modern slavery
becoming increasingly prevalent around
the world, Trifast remains committed to
eradicating all forms of slavery or human
trafficking and expect the same standards
from our suppliers, customers, distributors,
contractors and other suppliers of goods
and services around the world.
We monitor suppliers by performing
regular assessments to assure ourselves
ofeach supplier’s commitment in this area.
Givenoursupply chain includes a wide
range of manufacturing activities across
a number of emerging economies, the
business ethics of suppliers are assessed
as part of the procurement process and
through site audits.
Trifast’s full statement on slavery and
human trafficking can be found on the
Company’s website at www.trifast.com
Compliance training
During FY26 business compliance training
for modern slavery, anti‑bribery and
whistleblowing became mandatory for all
computer user employees to complete.
We continue to assess future training needs
based on job roles.
Cybersecurity
Strengthening resilience in a complex
andevolving threat landscape
Cybersecurity is a foundational pillar of our
resilience, digital assurance and operational
continuity. Over the past year, we have
accelerated our efforts to address a rapidly
evolving cyber threat landscape, driven by
increasingly sophisticated tactics, including
the emergence of AI‑powered attack methods
and more persistent, targeted threats.
This environment challenges all organisations
to respond in real time and reinforces the
importance of continuous vigilance, rapid
detection and response readiness. We are
actively investing in the upskilling of our
workforce through role‑specific training,
simulated threat exercises and enhanced
awareness campaigns to build a strong,
security‑conscious culture across the
organisation.
Recognising the increasing complexity
of our global operations and legacy
infrastructure, including the fact that the
Company was subject to two isolated
facilitation fraud incidents last year (which
were reported at the time), we have
launched a series of strategic initiatives
aimed at enhancing standardisation,
visibility and control across our global
technology estate. Theseprogrammes
are delivering near‑term risk reduction
and supporting our long‑term ambition
to operate within a more secure and
well‑governed digital framework.
Key initiatives include the adoption of zero
trust security principles, reinforcement
of cloud and endpoint defences and the
implementation of centralised threat
detection and response capabilities.
Cybersecurity governance has been
embedded into our enterprise risk
management framework, with regular
oversight and reporting at Executive
andBoard levels.
The Directors have also committed their
alignment with the UK Cyber Resilience
Pledge and the NCSC’s Cyber Governance
Training.
As we continue to mature our capabilities,
we remain committed to ensuring our
platforms, people and processes evolve in
step with the changing threat landscape,
enabling secure growth and sustainable
innovation with a strong foundation of
digitalassurance.
See our principal risks
Cybersecurity and data protection
onpage41
Privacy and data protection
We process sensitive and personal
information and have robust processes in
place to ensure it is kept securely. We have
data protection and information security
policies in place and ensure the Group’s
compliance with all relevant local laws.
We can confirm that for the financial year
reported, there have been no complaints or
prosecutions relating to data loss or theft.
It should be noted that this year, there
have been no controversies with regard to
anti‑competition, business ethics, bribery
and corruption, taxfraud, responsible
marketing, privacy orwages and working
conditions during thefinancialyear.
Additional InformationFinancial StatementsGovernance
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33
Trifast plc Annual Report 2026
Climate‑related financial disclosures
We recognise climate change as a major risk to communities, ecosystems and economies,
and are committed to operating responsibly
In accordance with the requirements of Listing Rule 6.6.6(8), this section of the report includes climate‑related financial disclosures, consistent with the TCFD recommendations
anddisclosures, including the level of compliance.
In making our disclosures, we have stated that we are compliant in all areas.
Climate‑related risks and opportunities
Time horizon Type Impact Metrics and targets
Short
(0 ‑3 years)
Medium
(3‑15 years)
Long
(15‑25+ years)
Risk
Opportunity
Transition
Physical
Site
Region
Group
Revenue
Profit
Overheads
Operational
area
Geographic
area
Metric
Target
Extreme weather
Extreme weather events resulting in loss
ofanoperating site
M
D All
None n/a
Energy security andcosts
Energy restrictions or blackouts resulting in reduced
site productivity and/or higher energyprices
Opportunity from sites suited to solar panel benefits
M
D All
Scope 1:
purchased fuels
Scope 2:
purchased
electricity
Scope 1 and 2
reduction target
from 2019
baseline
Carbon Border Adjustment Mechanism (CBAM)
A significant supply chain reporting obligation,
anadditional tax on importedgoods and the need
topurchase carbon credits
D
EU,
UK,
AS
Scope 3:
purchased
goods and
services
None
Cost of climate change compliance
Increasing corporate reporting requirements,
associated data collection and analysis,
and the risk of fines and penalties
M
D All
None n/a
Water dependency
Water restrictions through rationing or drought
resulting in reduced site productivity and/or
higherwater costs
M
AS,
EU
Total water
consumption
and total water
discharge
Maintain or
reduce
consumption at
FY26 levels
M = Manufacturing D = Distribution
Additional InformationFinancial StatementsGovernance
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Trifast plc Annual Report 2026
Climate‑related financial disclosures continued
Governance
Disclose the Company’s governance around
climate‑related risks and opportunities
a) Describe the Board’s oversight of
climate‑related risks and opportunities
Compliance level – Full
The Board retains overall responsibility for
climate‑related risks and opportunities and
is supported by the Responsible Business
Committee (RBC) and the Audit & Risk
Committee (ARC), both of which meet
three times per year and receive reports of
climate‑related risks and opportunities from
management.
Climate‑related risks and opportunities
have been considered by the Board when
reviewing and guiding strategy and major
plans of action, particularly investment in
manufacturing facilities and equipment
to recycle solvents used in degreasing
processes, the creation of a micro‑factory
in Asia and commitments to solar energy
contracts in Europe.
Climate‑related issues have been considered
by the Board when reviewing and guiding
risk management policies, including the
time horizon during which those issues are
expected to be material, the availability of
data relating to those issues and the need for
supply chain engagement in obtaining data
required for compliance with the EU and UK
Carbon Border Adjustment Mechanisms.
The Board have also considered
climate‑related issues in relation to budgets
and capital expenditures, particularly in
relation to the investment in land to extend
the use of solar panels at our manufacturing
plant in Italy.
The Board, through the Remuneration
Committee, sets and monitors performance
objectives which consider climate‑related
issues and the completion of projects which
demonstrate a commitment to net zero.
The Board, through the RBC, monitors existing
performance targets relating to scope 1 and
2 emissions and intensity factors and considers
the need to extend target setting to include
both scope 3 and water usage metrics.
b) Describe management’s role in
assessing and managing climate‑related
risks and opportunities
Compliance level – Full
The Responsible Business Steering
Committee (RBSC) is responsible for the
design, implementation and execution of the
responsible business strategies and policies
of the Group.
The RBSC is chaired by the CEO and
includes the following roles:
• Chief People & Transformation Officer
• Company Secretary
• Environmental, Health & Safety Director
• Global Procurement Director
• Director of Innovation & Engineering
• Head of Risk & Internal Audit
• Head of Tax
The RBSC is responsible for ensuring that
climate‑related issues are assessed and
managed by the appropriate business
teams and for reporting the results to the
RBC. The EHS Director is the owner of the
environmental sustainability and climate
change principal risk.
See our Board and Committee framework
on page 50.
Our global teams are supported by the
central enabling functions, who identify and
manage climate‑related risks and provide
updates to the RBSC.
This is clearly evidenced in relation to
transition risks such as CBAM and green
energy contracts. Our functional and
regional teams also participate in risk
reviews, which include identifying physical
or transition‑based climate risks and
opportunities.
Strategy
Disclose the actual and potential impacts
of climate‑related risks and opportunities
on the Company’s businesses, strategy
and financial planning where such
information is material
a) Describe the climate‑related risks and
opportunities the Company has identified
over the short, medium and long term
Compliance level – Full
The timeline associated with our material
climate‑related risks are as follows:
Short‑term risk horizon (0‑3 years) which
aligns to our FY30 strategic objectives and
‘Our Planet Strategy’ see page 26.
Medium‑term risk horizon (3‑15 years) which
allows us to consider established climate
scenarios, but also reflects the level of
uncertainty particularly around anticipated
customer and market changes.
Long‑term risk horizon (15‑25+ years) which
allows us to consider risks and opportunities
up to and beyond 2050.
Our material climate‑related risks and
opportunities are described in the table on
page 34. These risks are taken from a data
set of site, region and function‑specific
climate‑related risks and are considered to
be the most significant contributors to our
climate‑change principal risk.
b) Describe the impact of climate‑related
risks and opportunities on the Company’s
businesses, strategy and financial
planning
Compliance level – Full
Our products are subject to Carbon Border
Adjustment Mechanism (CBAM) controls
when imported into Europe, and next year,
the UK CBAM implementation will impact
the import of fasteners into the UK.
These and other future climate transition
regulations, such as steel import quotas, are
expected to increase the level of planning
and the cost associated with procurement
activities and are already driving change as
we look for opportunities in regional supply
networks.
Our teams continue to investigate
opportunities to increase the recycled
content of our packaging and the elimination
of single‑use plastics, with a specific focus
on our sites in Europe for FY27.
Our strategic market sectors (smart
infrastructure, medical equipment and
automotive) are considered to be more
resilient to climate change and our smart
infrastructure customers are driving
sustainability reporting throughout their
supply chain.
Our financial modelling covers a much
shorter time horizon than our risk time
horizon, which we believe is appropriate due
to the level of uncertainty in the climate data.
c) Describe the resilience of the Company’s
strategy, taking into consideration
different climate‑related scenarios,
including a 2°C or lower scenario
Compliance level – Full
Our climate‑related risk scenarios were
originally developed using the NGFS climate
scenarios database to understand where
climate change would be expected to have
a material impact on our operational sites,
based on net zero 2050, divergent net zero
and nationally determined contributions.
During FY26 we reviewed these impacts
using the NGFS short‑term scenarios, with
respect to carbon pricing and temperature
increase.
Our core value proposition of supply chain
simplification and our ability to follow
customers into new geographies increases
our resilience against physical climate
change impacts.
Additional InformationFinancial StatementsGovernance
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35
Trifast plc Annual Report 2026
Climate‑related financial disclosures continued
Risk Management
Disclose how the Company
identifies, assesses and manages
climate‑relatedrisks
a) Describe the Company’s processes
for identifying and assessing
climate‑relatedrisks
Compliance level – Full
Our location teams are responsible for
identifying, assessing and managing
specific climate‑related risks as part of
their ISO14001 and ISO 9001 management
standards. In addition to the work of
our location teams, the central enabling
functions provide support and guidance
for local teams and take ownership of
functional or Group climate‑related risks.
Stakeholder requests for information
and reporting portals provide additional
information on changing stakeholder needs
and expectations. Quarterly risk reviews for
environmental sustainability are chaired by
the Head of Risk, and the climate‑change
principal risk is reviewed 3 times per year,
discussed by the Responsible Business
Steering Group, and updates provided to
theResponsible Business Committee.
In understanding our risk scenarios and
evaluating the impact of our risks we have
considered potential loss of income,
rectification costs, and fines or penalties
related to the risk in the context of the sites
affected, and where the impact could be
considered to impact an entire region, or the
Trifast group as a whole. We have worked with
our insurance broker to obtain a report on the
potential impact to our sites based on currently
available statistical analysis for events, hazards,
and vulnerability from climate‑related physical
impacts including windstorms and floods.
The information available shows the
potential impact of scenarios ranging from
1 in 100‑year events, to 1 in 10,000‑year
events and helps us understand where key
operational sites might be affected.
b) Describe the organisation’s processes
for managing climate‑related risks
Compliance level – Full
Climate‑related risks are owned by the
Global Environmental Health and Safety
Director, who establishes plans to address
the risks and cascades actions to functional,
regional, site, and project teams in line
with the Company strategy. Action plans
are prioritised based on risk appetite and
wherever possible, linked to the timing
of our transformation projects and any
strategic investment. Where risks cannot be
managed within the established appetite,
risks may be tolerated for a period or
transferred through insurance.
In FY26 we have updated our environmental
commitments and joined the United Nations
Global Compact (see page 27).
Our supply chain sustainability is a key
part of our risk management strategy
and is supported by our Procurement
Transformation Plan’ (see page 31).
Our net zero ambition continues to drive
a reduction in energy usage and carbon
emissions within our own operations, and
we continue to strengthen our scope 3
reporting in order to develop scope 3
reduction targets (see page 29).
We are actively working to reduce our
reliance on virgin packaging materials and
increase our use of recycled materials, and
we have set targets for water consumption
in FY27 (see page 28).
c) Describe how processes for
identifying, assessing and managing
climate‑related risks are integrated into
the Company’s overall risk management
Compliance level – Full
We continue to manage climate‑related
risks and opportunities within our enterprise
risk management (ERM) framework, which
provides consistency across all business areas.
Environmental sustainability and climate
change is considered one of our principal
risks and encompasses both the impact of
climate change on our operations and our
ability to respond positively to opportunities
that arise because of climate change.
Principal risks are subject to additional
reporting to the Audit and Risk Committee,
further information about our ERM
framework and governance can be found
onpage 38.
Metrics and targets
Disclose the metrics and targets
used to assess and manage relevant
climate‑related risks and opportunities
where such information is material
a) Disclose the metrics used by the
Company to assess climate‑related risks
and opportunities in line with its strategy
and risk management process
Compliance level – Full
The metrics associated with our
climate‑related risks and opportunities are
shown in the risk table on page 34.
We have monitored and measured our
water usage throughout FY26 and have
set a target based on our consumption to
maintain consumption levels and reduce
them wherever possible.
We are reviewing our metrics and targets
relating to the recycled content of our
plastic packaging and intend to set a target
once we have collated sufficient data.
The metrics associated with climate‑related
risks and opportunities are not incorporated
into remuneration policies.
b) Disclose scope 1, scope 2 and, if
appropriate, scope 3 greenhouse gas
(GHG) emissions and the related risks
Compliance level – Full
Our scope 1, 2 and 3 greenhouse gas (GHG)
emissions are shown on pages 29 to 30 and
our scope 3 emissions report includes data
for five out of the 15 reporting categories.
This year, we were able to include scope
3 data relating to Category 3: Fuel and
energy‑related activities for the first time.
All our GHG emissions have been calculated
in line with the GHG Protocol methodology.
We use GHG efficiency ratios for our scope
1 and 2 emissions, which we refer to as
‘intensity’. The following intensity metric
isincluded on page 29:
• kg CO
2
e per £1k turnover
Previously, we have reported GHG emissions
and intensity metrics for two years in our
Annual Reports; this year we have extended
that to include metrics for three years. For
FY26 scope 1, 2 and 3 emissions, we have
undertaken a review with the Carbon Trust
and revised our reporting methodology
inline with best practice.
c) Describe the targets used by the
Company to manage climate‑related
risks and opportunities and performance
against targets
Compliance level – Full
Our key climate‑related target remains:
67.2% reduction in scope 1 and 2 GHG
emissions by 2035 against the 2019
baseline, which equates to a 4.2% annual
reduction.
In FY26 we continued to collect water
data and established targets; we also
commenced the collection of waste data,
which will be analysed to improve our
environmental waste performance and
setappropriate targets.
Additional InformationFinancial StatementsGovernance
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Trifast plc Annual Report 2026
Non‑financial and sustainability information statement
This statement, prepared in accordance with Sections 414CA and 414CB of the Companies Act 2006, outlines how the Group addresses non‑financial matters including environmental,
social and employee matters, respect for human rights and anti‑corruption and bribery.
Reporting matter Policy/disclosure summary Reference points
Environmental matters • Climate‑related financial disclosure
• Environmental Policy
Pages 34 to 36
Page 26
Employees • Our people
• Code of Business Conduct
• Equality, Diversity and Inclusion Policy
• Whistleblowing Policy
• Health and Safety at Work Policy
• Privacy Notice
• Freedom of Association Policy
Pages 21 to 25 and 32 to 33
Social matters • Supporting charities
• Charitable and Political Donations Policy
Pages 14 and 22
Respect for human rights • Slavery and Human Trafficking Statement
• Supplier Code of Conduct
• Working Conditions and Human Rights Policy
Pages 32 to 33
Anti‑corruption and anti‑bribery matters • Anti‑Bribery Policy
• Fair Competition and Anti‑Trust Policy
• Whistleblowing Policy
• Trade Compliance and Sanctions Policy
Page 32
Business model Page 7
Principal risks and impact on business activity Pages 39 to 43
Non‑financial KPIs Page 10
Additional InformationFinancial StatementsGovernance
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Trifast plc Annual Report 2026
Risk framework
We use our enterprise risk management framework to support the delivery of our strategy
and longer‑term business sustainability
Governance and process
The Board of Directors, through the Audit
& Risk Committee (ARC), has overall
responsibility for ensuring that Trifast has an
appropriate and effective risk management
and controls framework in place. The
framework includes how we describe risks,
how we respond to risks, and the use of risk
appetite to determine the nature and extent
of the risks the Company is willing to take to
achieve its strategic objectives.
Our Enterprise Risk Management
Framework (ERM) supports the
identification, assessment, and management
of risks throughout the organisation and
helps us understand the interrelation of
those risks across our functions and regions.
We review risks on a functional, regional
and thematic basis, and our principal and
emerging risks are reviewed by the Group
Risk Committee (GRC), which is chaired
by the Company Secretary and attended
by the Chief Executive Officer, Chief
Financial Officer and Head of Risk. TheGRC
is convened three times per year and is
aligned to the ARC.
We have extended our use of the four lines
of defence model as a tool for mapping our
controls and providing a clear link between
our risks, controls and internal audit
activities.
Our internal audit plan is linked to our
principal risks.
The nature of our risks
Our definition of risk is based on the ISO
31000 standard which is ‘the effect of
uncertainty on our objectives’.
We continue to work with internal and
external subject matter experts to review
risk and identify emerging and accelerating
risks which may impact our objectives, and
through this process, we have continued to
refine the descriptions of our principal risks.
In addition to the information provided
within our principal risk disclosures,
our climate‑related principal risk is also
supported by our climate‑related financial
disclosures, which can be found on pages
34 to 36.
Our approach to risk management
Our ERM framework enables us to use a
common risk taxonomy across all areas of
the business; our management teams assess
the likelihood and potential impact of key
risks and, once identified and assessed,
principal and emerging risks are assigned
to a member of the Senior or Executive
Leadership Teams, who is accountable
for ensuring that the risk is managed
appropriately within the appetite set
bytheBoard.
Our risk management software allows us
to link risks and controls to our internal
audits, and our three‑year plan for risk
management includes a full review of
our controls environment and focused
workshops to review fraud‑related controls.
We are also improving the format of
our risk reviews to keep pace with the
implementation of our Rebuild strategy.
During FY26, we joined the Lockton Risk
Essentials programme to facilitate a review
of the effectiveness of both our ERM
framework and our Business Continuity
Planning (BCP) activities. We will extend
our activities during FY27 to formalise our
business impact analysis statements and to
prioritise scenarios for BCP testing at key
locations.
Emerging and accelerating risks
Our emerging risks reflect risks which, in
their very nature, are constantly changing
or evolving and the way in which they could
impact the business is varied.
Emerging risks typically connect to one
or more existing principal risks; however,
they may also result in the identification of
additional principal risks as they are more
fully understood. This relationship is shown
in the table on page 43.
Emerging risks are identified through
our standard risk review and reporting
processes; often, these risks are seen to
becontinually evolving and developing
andtheir specific impact on the business
ismore challenging to define.
These risks include:
• AI and disruptive technology: improved
data analysis and data management
benefits vs increased risk from
sophisticated cyber attacks and fraud
attempts. Advances in manufacturing
technology vs increased risk through
internet connectivity and loss of
segregation
• Our agility and speed of adaptation to
issues, which may impact our ability to
deliver supply chain solutions and impact
our inventory management
• Business continuity planning
• The availability of sustainable materials
for fastener applications
• The outbreak of war in the Middle East
and its impact on regional business
as well as increases in global shipping
costs, fuel costs, additional surcharges
and subsequent manufacturing price
increases
Read more about our risk
scenarios and viability
assessment on pages 44 to 45
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38
Trifast plc Annual Report 2026
Our principal risks
Trade in a volatile macroenvironment   
Link to strategy:        Owner: Regional Commercial Directors
There is a risk that we will fail to take advantage of new business opportunities that come
from economic contraction and geopolitical instability
Business transformation   
Link to strategy:        Owner: Chief Executive Officer
There is a risk that we will fail to achieve our planned business transformation activities
and their associated reduction in costs and efficiency improvements
Key to risks:
Increase from 2025 No change Decrease from 2025 Link to viability
Link to strategy:
Margin management Focused growth Organisational effectiveness Operational efficiency
Materiality Risk appetite
Low Medium High Low Medium High
Likelihood Impact
Possible Likely Very likely
Almost
certain Individual Function Site Region Group
Materiality Risk appetite
Low Medium High Low Medium High
Likelihood Impact
Possible Likely Very likely
Almost
certain Individual Function Site Region Group
Why we think it’s important
Geopolitical instability and trade disruption continue to impact customer demand and supply chain
stability across all our trading regions, including:
• The removal of government incentives on EV vehicles
• Increased competition from China in EV manufacturing
• Reduced consumer spending
• The Middle East conflict
How we are mitigating the risk
• Focus on growth within our strategic market sectors
• Development of long‑term customer partnerships through technical support and innovative solutions
aligned with emerging technologies and regulations
• Appointment of new Commercial Directors in Asia, North America and the UK & Ireland, and
investment in regional commercial team development
• Strategic transformation projects to support growth markets
• Development of in‑house data tools to support commercial data analysis
What’s changed
We are developing stronger regional supply networks to reduce our dependency on single geographic
locations.
We are moving towards flexible sourcing strategies and strategic inventory buffers to absorb shocks
without compromising service levels.
Why we think it’s important
Our three‑stage business strategy of ‘Recover, Rebuild, Resilience’ is fundamental to the ongoing
success ofthe Group in delivering value for our customers and stakeholders and relies on key growth
infrastructure development projects and the cultural alignment of all our teams around the world.
How we are mitigating the risk
We have established monthly transformation initiative reviews to identify and manage execution risk
andweekly calls with the Executive Leadership Team (ELT) to ensure timely decision‑making.
Our data analytics projects are supporting our understanding of key business metrics and the
opportunities for growth and improvement that are available to us.
Our infrastructure projects are enabling improvements in our agile planning and speed of adaptation,
and our growth projects ensure that we support our customers in our chosen markets, protecting and
enhancing our business relationships, which are integral to our ability to profitably grow as we prioritise
on deliverables at this stage of our ‘Rebuild’ strategy.
What’s changed
The ELT and their Senior Leadership Teams (SLT) are key to the implementation of our transformation
across the business; however, delivering change whilst also navigating the ongoing geopolitical and
economic volatility, market uncertainty and resulting customer demand changes represents a significant
challenge. The transformation projects that we have already implemented are helping us navigate these
new challenges.
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Trifast plc Annual Report 2026
Our principal risks continued
Non‑compliance with legal
or regulatory requirements 
Link to strategy:        Owner: Company Secretary
There is a risk of unintentional failure to comply with international and local legal and
regulatory requirements
Environmental sustainability
and climate change 
 
Link to strategy:        Owner: EHS Director
There is a risk that environmental sustainability and climate change risks will impact the
profitability of the business and that we will fail to take advantage of any associated
opportunities
Materiality Risk appetite
Low Medium High Low Medium High
Likelihood Impact
Possible Likely Very likely
Almost
certain Individual Function Site Region Group
Materiality Risk appetite
Low Medium High Low Medium High
Likelihood Impact
Possible Likely Very likely
Almost
certain Individual Function Site Region Group
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 16949, ISO 14001, ISO 45001, ISO 27001 and Cyber Essentials).
We expect all areas of our business to fully comply with applicable laws and regulations and the Trifast
Code of Conduct.
How we are mitigating the risk
Our Code of Conduct, along with our Group policies, compliance‑based training modules, quarterly
legal and commercial newsletters and our corporate values, guides our business operations and our
employees actions, and through regular training, we continually monitor their effectiveness.
Our internal audit function is supported by our legal and compliance framework to target specific areas
and is guided by our Whistleblowing Policy, which has been rolled out globally using QR codes in both
digital and printed format and using local languages. Our ethics hotline is available to all staff, with
information and reports submitted to the Board.
What’s changed
The increasingly challenging geopolitical and regulatory environment continues to evolve, presenting a
range of compliance expectations across the regions and markets in which we operate, including tariffs,
Carbon Border Adjustment Mechanisms (CBAM) and employment/labour laws.
Why we think it’s important
Fasteners are produced using energy‑intensive processes and are shipped around the world in
protective packaging to meet customer demand, resulting in a significant carbon footprint.
Climate change transition effects, including Carbon Border Adjustment Mechanisms (CBAM) and steel
import quotas, increase costs, which must be addressed through our margin management objective,
and future opportunities to reduce climate change impacts through product engineering may require
investment in new technology.
How we are mitigating the risk
We have identified specific climate‑related risks, see page 34, which are owned by our EHS team and we
have established strategic objectives for FY30; see page 26. We have developed a roadmap to support
these objectives, and progress is reported three times per year through our Responsible Business
Steering Group to our Responsible Business Committee.
What’s changed
We have expanded the scope of our Group ISO 14001 certification to include more of our sites
across Europe, the US and the UK, and our TR Italy site has been certified to ISO 37101 (sustainable
development in communities) as part of a regional development initiative in Umbria.
We are working to increase the recycled content of our plastic packaging materials and we have joined
the United Nations Global Compact Agreement and aligned to appropriate Sustainable Development
Goals (SDGs); we have also introduced site‑based waste reporting and targets.
Key to risks:
Increase from 2025 No change Decrease from 2025 Link to viability
Link to strategy:
Margin management Focused growth Organisational effectiveness Operational efficiency
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Trifast plc Annual Report 2026
Our principal risks continued
Cybersecurity and data protection   
Link to strategy:        Owner: Chief Information Officer
There is a risk that we fail to adequately protect the Group against cyber fraud,
information security threats and data governance failures across our global operations,
including risks arising from AI‑enabled attacks
Supply chain resilience   
Link to strategy:        Owner: Global Procurement Director
There is a risk that our supply chain is not resilient enough to support growth and maintain
compliance within an increasingly demanding geopolitical environment
Materiality Risk appetite
Low Medium High Low Medium High
Likelihood Impact
Possible Likely Very likely
Almost
certain Individual Function Site Region Group
Materiality Risk appetite
Low Medium High Low Medium High
Likelihood Impact
Possible Likely Very likely
Almost
certain Individual Function Site Region Group
Why we think it’s important
Cyber intrusion and information security failure pose significant risks of operational disruption,
reputational damage, regulatory enforcement and financial loss. The global nature of our operations
exposes the Group to a constantly evolving geopolitical landscape, which continues to elevate the threat
of state‑sponsored and financially motivated attacks.
How we are mitigating the risk
• Investment in infrastructure transformation, including office and network environments across all sites,
and the migration of site‑based servers to cloud‑based systems where appropriate
• Maintenance of Cyber Essentials certification
• In‑house security function including vulnerability testing, threat monitoring and incident response,
supported by external specialists where required
• Role‑based cybersecurity training to all employees, including Board Directors & ELT engaged in cyber
incident simulation exercises
• Company alignment with UK Cyber Resilience Pledge and NCSC’s Cyber Governance Training modules
for Directors
• Strengthened third‑party risk management, including security due diligence over key suppliers and
critical service providers
• Governance over the adoption of AI and disruptive technologies through defined access and data handling
What’s changed
AI‑enabled attacks and the use of generative AI are now a routine feature of the threat landscape as
operational technology converges with our information technology environment increasing the potential
impact of an incident.
Why we think it’s important
Increasing supply chain costs, tariffs, Carbon Border Adjustment Mechanisms, import tariffs and the
ongoing disruption of established customer demand continue to increase the stress on the supply chain.
How we are mitigating the risk
We are investing in resilience as a strategic capability, focusing on:
• Regional Balance: Developing stronger regional supply networks to reduce dependency on single
geographies while maintaining global reach and investing in regional subject matter experts to
provide regulatory and compliance support,.
• Collaborative Supplier Networks: Deepening partnerships with SMEs and local suppliers, ensuring
they have the support and resources to remain compliant and thrive in volatile conditions.
• ESG Integration: Embedding environmental, social, and governance assessments into supplier
selection and performance reviews to align with sustainability goals.
• Resilience by Design: Moving toward flexible sourcing strategies and strategic inventory buffers
toabsorb shocks without compromising service levels.
What’s changed
Today, global trade instability, tariff escalations, and regional conflicts have made resilience a strategic
imperative. Our work focuses on building proactive and inclusive supply chains that are intelligent,
collaborative, and capable of thriving in a world where volatility is permanent. This means not only
protecting our business but enabling our partners, from global manufacturers to local SMEs, to
succeedtogether.
Key to risks:
Increase from 2025 No change Decrease from 2025 Link to viability
Link to strategy:
Margin management Focused growth Organisational effectiveness Operational efficiency
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41
Trifast plc Annual Report 2026
Our principal risks continued
Failure to attract, engage and retain talent 
Link to strategy:        Owner: Chief Transformation & People Officer
There is a risk of failure to attract, engage and retain people with the skills required for
future growth at each stage of our strategy implementation
Failure to prevent harm to our people 
Link to strategy:        Owner: EHS Director
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
Materiality Risk appetite
Low Medium High Low Medium High
Likelihood Impact
Possible Likely Very likely
Almost
certain Individual Function Site Region Group
Materiality Risk appetite
Low Medium High Low Medium High
Likelihood Impact
Possible Likely Very likely
Almost
certain Individual Function Site Region Group
Why we think it’s important
Our success depends on a diverse, motivated workforce with the specific skills required to deliver our
transformation projects and business strategy. Failure to identify the skills required at each stage will
reduce the effectiveness of those projects.
How we are mitigating the risk
We are implementing a global HR information system, and we have carried out a review of our workforce
capability to identify gaps against our strategic objectives.
We have recruited a Head of Talent & Development as a key enabler for our organisational
transformation, and our talent identification programme supports succession planning beyond our
Board, Executive Leadership Team, and Senior Leadership team, building a strong and sustainable
pipeline of leaders.
Our objective‑setting process is aligned to our strategic priorities as well as personal development
objectives, and we are recruiting a Head of Reward to develop our remuneration, benchmarking,
incentives and benefits across the Group.
We have reviewed our policies in line with changes to regional compliance obligations and our
established workforce engagement activities across our operational sites are supported by our
Non‑Executive Directors. We are refreshing our engagement survey to ensure that we increase
thelevelof substance within the survey.
What’s changed
As we continue our transformation journey, we are focusing on the IT systems and software that will help
us bring greater depth and increased substance to our engagement surveys, performance management
and succession planning across the organisation.
Why we think it’s important
Preventing harm to our team is a moral obligation and a legal requirement. Process safety and personal
injury incidents at our sites can impact our capability to service our internal and external customers,
reducing our organisational effectiveness and weakening our operational efficiency.
How we are mitigating the risk
We have mandatory personal protective equipment (PPE) standards across the business.
We are focused on the reduction of picking at height in our warehouses.
We have monthly leadership calls promoting safety best practice, accountability and data integrity.
We have established clear objectives and targets for safety. We engage with our operational teams
onhazard reporting, provide recognition and develop behavioural standards.
We carry out data‑led risk‑reduction activities on our high‑risk and high‑frequency hazards.
What’s changed
Supporting the health, safety and wellbeing of our team continues to be a core priority for our business.
New corporate standards have been introduced across the business, and we continue to develop our
EHS framework.
We have invested in autoloading equipment at our manufacturing site in Taiwan.
We have continued to invest in safety through the introduction of protective barriers to separate our
workforce and vehicles, and we have trialled modern proximity sensor technology at our TR Holland site,
where separation is more challenging.
A comprehensive review of machinery safety standards has been conducted at our factory in Italy,
resulting in a range of improvement actions.
Key to risks:
Increase from 2025 No change Decrease from 2025 Link to viability
Link to strategy:
Margin management Focused growth Organisational effectiveness Operational efficiency
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Trifast plc Annual Report 2026
Our principal risks continued
Product failure   
Link to strategy:        Owner: Global Head of Operational Quality
There is a risk of product failure in customer applications resulting in non‑compliance with
standards, financial loss and reputational damage
Materiality Risk appetite
Low Medium High Low Medium High
Likelihood Impact
Possible Likely Very likely
Almost
certain Individual Function Site Region Group
Why we think it’s important
The safe use of fasteners based on sound design, material selection and reliable manufacturing
processes is fundamental to the industry in which we operate.
How we are mitigating the risk
We promote best practice in fastener selection through our customer‑facing teams and look for
opportunities to provide engineering support for customer projects.
We track customer satisfaction across the business.
We have established best practice for product approval activities for our distribution sites through
ourcentral PPAP team, including annual revalidation activities.
We have reviewed our insurance cover for product failure based on specific scenario analysis.
Our Virtual Innovation Centre allows internal and external stakeholders to engage with our engineering
expertise and innovation capabilities.
What’s changed
The implementation of our transformation projects provides a mechanism for reviewing and
standardising our product data and customer technical specifications.
Our TR Hungary operational process has been aligned to ISO 13485 for medical devices in order
tosupport our commercial activity in this market sector.
Emerging and accelerating risks data
The emerging and accelerating risks data shows the links between areas of emerging risk
and our existing principal risks.
Emerging and accelerating risks
AI &
disruptive
technology
Agility &
speed of
adaptation
Inventory
management
Business
continuity
management
Product
development
& changing
customer
requirements
Middle East
conflict
& regional
instability
Principal risks
Trade in a volatile
macroenvironment
Business
transformation
Non‑compliance
with legal or
regulatory
requirements
Environmental
sustainability and
climate change
Cybersecurity and
data protection
Supply chain
resilience
Failure to attract,
engage and retain
talent
Failure to prevent
harm to our people
Product failure
Key to risks:
Increase from 2025 No change Decrease from 2025 Link to viability
Link to strategy:
Margin management Focused growth Organisational effectiveness Operational efficiency
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Trifast plc Annual Report 2026
Viability statement
Assessment of prospects and viability
In accordance with the 2024 UK Corporate Governance Code, the Directors have assessed
the viability of the Group over a three year period to March 2029. This assessment
considers the Group’s current position, its Growth+ strategy, and the potential impact
ofitsprincipal and emerging risks.
While the Board has no reason to believe that the Group will not remain viable over a
longerperiod, three years is considered an appropriate timeframe as it aligns with the
Group’s strategic planning horizon, detailed forecasts, and the duration of its committed
financing facilities.
The purpose of this assessment is to determine whether there is a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities as they fall due
over the assessment period.
Assessment approach
In undertaking this assessment, the Directors performed a robust review of the principal
risks facing the Group, both individually and in combination, and considered their potential
impact in severe but plausible scenarios.
The assessment included consideration of:
• The Group’s prospects, including the impact of key risks and uncertainties
• The Group’s current financial position, including cash flow, liquidity, debt facilities
andcovenant headroom
• The Group’s strategy and transformation programmes, including delivery of margin
improvement and operational efficiency initiatives
• The impact of climate‑related risks, including CBAM and broader sustainability
considerations
• The external environment, including geopolitical instability, tariff developments,
inflationary pressures and supply chain disruption
This assessment was supported by detailed financial modelling and Board review
ofbudgets, forecasts and risk scenarios.
Viability assessment period
The three‑year assessment period aligns with:
• The Group’s approved financial forecasts and planning cycle
• The maturity profile and availability of the Group’s RCF and UKEF – EDG facilities,
including extension options
• The period regularly reviewed by the Board as part of its strategic planning process
Base case projections
The viability assessment is based on the Group’s approved budget for FY26 and forecast
progression thereafter.
This base case:
• Reflects a bottom‑up consolidation of revenue, profit, working capital and cash flow
forecasts across all operating entities
• Incorporates key risk assumptions and current trading conditions
• Assumes moderate revenue growth, with management focus on EBIT margin
improvement and delivery of strategic transformation programmes
Under this base case, the Group is forecast to:
• Maintain strong liquidity and cash generation
• Reduce net debt and leverage over time
• Increase covenant headroom across the assessment period
Financial resilience and covenants
The Group’s financial resilience has been assessed against its key banking covenants,
including:
• Leverage (net debt to adjusted EBITDA)
• Interest cover (adjusted EBITDA to interest)
The Group monitors these covenants on a regular basis and maintains significant headroom
under the base case, supported by improving profitability, disciplined working capital
management and debt reduction.
Scenario modelling and stress testing
The base case has been subjected to a range of severe but plausible downside scenarios,
reflecting both enterprise risks and external market factors.
These scenarios include:
• Reduction in trading levels (including loss of key customers or regional downturns)
• Margin compression in key sectors
• Supply chain disruption, including increased inventory levels
• Product‑related or compliance‑related events, resulting in one‑off costs
• Macroeconomic and geopolitical shocks, including tariffs and protectionism
• Climate‑related risks, including the impact of CBAM
Scenario testing incorporates both:
• Single‑factor stresses, and
• Combined downside scenarios, reflecting concurrent risk crystallisation
Reverse stress testing has also been performed to determine the level of downside required
to breach covenants or liquidity thresholds.
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Trifast plc Annual Report 2026
Viability statement continued
Scenario Description
What could drive
such impact?
Link to
principal risks
Link to Climate
–related risks
Revenue
decline
10% reduction
of a specific
revenue stream
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
Supply chain
issues
10% reduction
of trading in key
region with 10%
higher stock
holding
Reduction in
trading levels
across and higher
Group stock
holdings as a
result of supply
chain issues
• Volatile
macroenvironment
• Sustainability and
climate change
• Supply chain
resilience
• Carbon footprint
of manufacturing
processes
• Carbon footprint
of products
Margin
decline
10% margin
reduction in our
largest sector
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
Significant
one‑off
expenditure
£10m in
Separately
Disclosed costs,
with £10m
increase in net
debt
Line stop or
product failure
• Volatile
macroenvironment
• Sustainability and
climate change
• Compliance
• Product failure
• Supply chain
disruption
• Carbon footprint
of manufacturing
processes
• Carbon footprint
of products
The Directors have considered a range of management actions available to mitigate
downside impacts and preserve liquidity, including:
• Reduction in discretionary costs, including bonuses, travel and recruitment
• Headcount and operational cost adjustments
• Pricing and commercial actions
• Reduction or deferral of capital expenditure
• Active management of working capital
• Engagement with lenders, including covenant amendments or waivers if required
• Maintenance of appropriate insurance coverage to mitigate the financial impact of insurable
events, including operational disruption (e.g. line stoppages) and cyber incidents
During the year, the Group undertook a review of its insurance arrangements, including the
appointment of a new broker, to ensure that coverage remains appropriate and aligned to
the Group’s risk profile.
In addition, the Group retains a range of self help levers to respond to potential demand
shocks (including tariff impacts). However, the Directors expect that the successful delivery
of the Group’s transformation programmes will be the primary driver of resilience and
performance over the medium term, reducing reliance on such measures.
Overall assessment
The Board has assessed the impact of these scenarios on the Group’s:
• Solvency
• Liquidity
• Financial covenant compliance
• Ability to continue operating its business model
Based on this analysis, and taking into account the availability and effectiveness of
mitigating actions, the Board expects the Group to retain sufficient liquidity and covenant
headroom throughout the assessment period.
Conclusion
The Directors have reviewed the Company’s and the Group’s forecasts and projections,
including consideration of the principal risks and relevant downside scenarios.
These forecasts indicate that the Group is expected to maintain sufficient headroom on its
banking facilities for the foreseeable future and that the likelihood of breaching the related
covenants is remote.
Based on this assessment, and taking into account the Group’s financial position and
available mitigating actions, the Directors have a reasonable expectation that the Group
willcontinue in operation and meet its liabilities as they fall due.
This assessment underpins the Directors’ confirmation of the Group’s viability over the
three year period assessed and supports the going concern statement, which covers
a period of at least 12 months from the date of approval of the financial statements,
inaccordance with the UK Corporate Governance Code and FRC guidance.
Accordingly, the Directors continue to adopt the going concern basis in preparing the
Annual Financial Statements.
This strategic report was approved by the Board of Directors on 1 July 2026 and signed
on its behalf by:
Serena Lang
Non‑Executive Chair
Trifast plc, National Distribution Centre
Reedswood Park Road, Walsall WS2 8DQ
Company registration number: 01919797
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45
Trifast plc Annual Report 2026
Introduction to governance
Our governance framework
underpins robust corporate
governance processes
Serena Lang
Chair
Dear shareholder,
On behalf of the Board, I am pleased to
present the corporate governance report
for the year ended 31 March 2026 and to
update you on the work of the Board and its
Committees, and how we have discharged
our responsibilities during the year.
2024 updated UK Corporate
GovernanceCode
The changes introduced by the updated
2024 Corporate Governance Code
complement our governance framework,
which is designed to be both robust and
adaptable and are evidenced throughout
this Annual Report. Our internal processes
were ready to meet the new requirements
of the updated Corporate Governance
Code, with the exception of Provision 29
of the 2024 UK Corporate Governance
Code, which applies to the Company from
1 April 2027. Throughout the year, the
Board, supported by the Audit Committee,
received regular updates on the progress of
designing material controls and developing
the assurance approach to ensure readiness
for implementation of Provision 29 in 2027.
This work is ongoing in preparation for
next year, but I am pleased to inform
stakeholders that we remain focused on
strong governance at all times, and in light
of the new requirement, we will make the
new internal control effectiveness statement
in 2027, covering our 2026 Annual Report.
The table on page 49 provides details of
our compliance with the 2024 Code for the
financial year under review.
Strategic focus and our
governanceframework
This report sets out details of the Board
and its Committees, highlighting our
commitment to guiding the management
team in delivering the Group’s strategic plan
and business model to drive growth and
secure long‑term success. Our governance
framework, described on page50,
underpins robust corporate governance
processes and ensures the Group has the
resources required to meet its objectives
and measure performance effectively. Key
Board decisions taken during FY26 are
outlined on page 53.
Stakeholder engagement
The Board remains committed to
understanding the views of our stakeholders
to inform decision‑making and outcomes.
During the year, we held a range of investor
and shareholder meetings on diverse
topics and look forward to continuing this
dialogue at our Annual General Meeting
on 8September 2026. We also maintain
effective engagement channels with
employees globally, as detailed on page 22,
and have engaged with other stakeholders
across our business. Further information on
stakeholder engagement, and how it shaped
decisions in FY26, can befound on pages 12
to 14.
Board changes and composition
We successfully appointed Pooja Bagga
as a Board Fellow, with the assistance
of the EPOC Network. This Network is a
not‑for‑profit professional network that
connects accomplished leaders of colour
with Board‑level opportunities, helping
organisations like Trifast plc to access
high‑calibre talent and diverse perspectives.
The role of Board Fellow is a non‑statutory
role, and whilst more akin to a Board
observer, Pooja is invited to all Board and
Committee meetings and her expertise
in technology and cyber has already
supported the Company this year. You can
read her biography on page 56. With the
exception of the Board Fellow, I am pleased
to report that there were no significant
changes to the Board composition during
the year.
Board effectiveness
I am also responsible for leading the annual
evaluation of the effectiveness of the Board,
Committees and individual Directors. The
2025 evaluation was undertaken internally
by way of a questionnaire, a method
appropriate and proportionate to the
Company, which yields useful results.
The evaluation considered the composition,
balance of skills, experience, knowledge and
collaboration of the Board, as well as other
factors including diversity, ethnicity, and
environmental, social and governance
factors and also referenced the prior year
external evaluation conclusions. Results of
the evaluation were prepared by the Company
Secretary and provided to me for analysis.
Ipresented my findings to the March 2026
Board, including individual recommendations
made by Directors. These results were then
followed up by Committee Chairs to ensure
that change and improvements become
embedded into our governance.
My performance was appraised by the
Independent Non‑Executive Directors under
the leadership of the Senior Independent
Director.
Details of the performance review process,
progress against FY26 objectives and
priorities for the year ahead are then set out.
Board leadership
As Chair, I am responsible for leading and
ensuring an effective Board in delivering
the long‑term success of the Company.
In fulfilling this role, I seek to ensure that
the Board proceedings are conducted in
a way that allows all Directors to have the
opportunity to express their views openly
and that all Non‑Executive Directors can
provide support and constructive challenge
to the Executive Leadership Team.
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.
Serena Lang
Chair
1 July 2026
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Governance
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46
Trifast plc Annual Report 2026
Governance at a glance
Board composition
as at 31 March 2026 (data includes Board Fellow appointment)
Board skills matrix
Summary of the skills, experience and knowledge held by our Directors
(including Board Fellow):
Board and Committee meeting attendance
The Company’s Board Diversity Policy is to ensure a diverse and inclusive membership
with the skills, expertise and experience to guide the business and strategy for the
benefit of its shareholders, having regard to the interests of all its stakeholders.
UK Corporate Governance
Code 2024 compliance
The Board is pleased to report that the Company
has applied the applicable principles and
compliedwith the provisions of the UK Corporate
Governance Code 2024 for its financial year ended
31 March 2026.
The Company’s auditor is required to review
whether this statement reflects the Company’s
compliance with those provisions of the Code
specified for their review by the Financial Conduct
Authority’s Listing Rules and to report if it does
notreflect such compliance. No such report has
been made.
See page 49 for further details
Senior roles
(Chair, SID, CEO, CFO)
Gender Composition Board tenure Board age
 Female 50%
 Male 50%
 Female 50%
 Male 50%
 Chair 12.5%
 Executive 25%
 
Independent
NED 37.5%
 NED 12.5%
 Fellow 12.5%
 <2 years 37.5%
 2–3 years 37.5%
 >3 years 25%
 <40 12.5%
 40–50 0%
 51–60 50%
 >60 37.5%
Independence
62.5%
Leadership
75%
Industrial/engineering
62.5%
International
87.5%
Distribution
operating model
50%
People/HR
62.5%
ESG
75%
Business transformation
100%
Finance, risk
& banking
75%
Cyber, digital & technology
37. 5%
Mergers & acquisitions
100%
Director Board Nomination
Audit
& Risk Remuneration
Responsible
Business
Serena Lang 8/8 3/3 — — 2/3
2
Iain Percival 8/8 — — — 3/3
Kate Ferguson 8/8 — — — —
Clive Watson 6/8
1
2/3
1
3/3 3/4
1
2/3
1
Louis Eperjesi 8/8 3/3 3/3 4/4 3/3
Laura Whyte 8/8 3/3 3/3 4/4 3/3
Nicholas Mills 8/8 — — — —
1. Clive Watson was unable to attend the Board & Remuneration Committee meetings in May 2025, Board
and Nomination Committee meetings in February 2026 and July 2025 Responsible Business Committee
meeting due to personal circumstances
2. Serena Lang was unable to attend the Responsible Business Committee meeting in March 2026 due to
personal circumstances
Additional InformationFinancial Statements
Governance
Strategic Report
47
Trifast plc Annual Report 2026
The Board
Serena is an experienced FTSE Chair and Board
member. Her executive career, spanning more than
20 years across multi‑sector industries both in
the UK and internationally, has allowed Serena to
develop her skills and understanding of commercial
business, at varying stages of growth covering
strategy, transformation and M&A.
Length of service: 2.5 years
Other Directorships: Senior Independent
Non‑Executive Director at Henry Boot PLC,
Non‑Executive Director at Ainscough CraneHire
Limited and Non‑Executive Director at Gooch and
Housego Plc.
Louis has had an executive career within the
building industry both in the UK and internationally.
He has significant commercial knowledge of
manufacturing and supply, strategic planning and
M&A. Louis was previously CEO at Tyman plc, and
prior to that, he held senior management roles with
Kingspan Group plc, Baxi Group Ltd, Lafarge SA
and Caradon plc.
Length of service: 3 years
Other Directorships: Non‑Executive Director at
Accys Technologies plc, Ibstock plc and Howden
Joinery Group plc.
Iain holds a BSc (Hons) Mechanical Engineering
degree and, over a 30‑year career, has worked in
divisional leadership positions within a number
of international manufacturing businesses. An
experienced industrialist, Iain has also gained
significant experience within transformational
change environments with a key focus on cost
down, supply chain productivity initiatives.
Length of service: 2.5 years
Laura, having worked in a number of organisations
within the listed, private and charitable sectors,
is an experienced operational and Non‑Executive
Director with a strong focus on brand, customer
and workforce engagement and responsible
business.
Length of service: 2 years
Other Directorships: Non‑Executive Director at
Macfarlane Group plc.
Kate holds a business degree gained in Australia
where she majored in accountancy, business law
and taxation. She qualified as an accountant in
1996 (Australia) and 2008 respectively (England
& Wales). Over a 20‑year career, she has held a
number of senior financial roles across a variety of
industries, both private and plc entities. She also
has knowledge of IT and administration.
Length of service: <2 years
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.
Length of service: 2 years
Other Directorships: Fund Manager and Director
of Harwood Capital LLP, which is a current
shareholder in Trifast. Non‑Executive Director
at Hargreaves Servicesplc, NIOX Group plc and
eEnergy plc.
Appointed a Board Fellow with effect from
12September 2025 for a period of 12 months,
Poojais the CIO at the Guardian Media Group.
The Board Fellow programme aims to build a
pipeline of diverse Board talent through inviting
individuals to sit on the Board for a period of time
in a voluntary capacity, experiencing boardroom
discussion and receiving mentoring from
Non‑Executive Directors.
Length of service: <1 year
1. Board Fellow is not a statutory director
Clive is a Chartered Accountant with extensive
experience in industry both in the UK and
internationally. He retired in 2019 as Group Finance
Director at Spectris plc.
Length of service: 6 years
Other Directorships: Senior Independent
Non‑Executive Director at Breedon Group plc
(Audit & Risk Chair), Non‑Executive Director at
discoverIE Group plc (Audit&Risk Chair) and Kier
Group plc (Audit & Risk Chair).
Serena Lang
Independent
Non‑Executive
Chair(55)
Louis Eperjesi
Independent
Non‑Executive
Director (64)
Iain Percival
Chief Executive
Officer (58)
Laura Whyte
Independent
Non‑Executive
Director (67)
Kate Ferguson
Chief Financial
Officer(53)
Nicholas Mills
Non‑Executive
Director (35)
Pooja Bagga
1
Board Fellow (55)
Clive Watson
Senior Independent
Non‑Executive
Director (68)
C
CC
C
See the full
Board bios online
Committee memberships:   Nomination Committee   Audit & Risk Committee   Remuneration Committee   Responsible Business Committee 
C
 Committee Chair
Additional InformationFinancial Statements
Governance
Strategic Report
48
Trifast plc Annual Report 2026
Corporate governance report
Compliance with the UK Corporate
Governance Code 2024
The Board is pleased to report that the
Company has applied the principles and
complied with the provisions of the UK
Corporate Governance Code 2024 for
itsfinancial year ended 31 March 2026.
The table provides a guide to the most
relevant explanations for how the Company
has complied with each Principle.
The Company’s auditor is required to
review whether this statement reflects
the Company’s compliance with those
provisions of the Code specified for their
review by the Financial Conduct Authority’s
Listing Rules and to report if it does not
reflect such compliance. No such report
hasbeen made.
Board leadership and Company purpose
A An effective and entrepreneurial Board promotes the long‑term sustainable success of the Company,
generating value for shareholders and contributing to wider society
Pages 46 to 53
B Purpose, values and strategy are set and align with culture, which is promoted by the Board Pages 46 to 53
C Resources allow the Company to focus on Board decisions and outcomes in the context of the Company
strategy and objectives. A framework of controls enables assessment and management of risk
Pages 46 to 53
D Engagement with shareholders and stakeholders is effective and encourages their participation Pages 12 to 14 and 46 to 53
E Oversight of workforce policies and practices ensures consistency with values and supports long‑term
sustainable success. Theworkforce is able to raise matters of concern
Pages 46 to 53
Division of responsibilities
F The Chair is objective and leads an effective Board with constructive relations Page 51
G The Board comprises an appropriate combination of Non‑Executive and Executive Directors, with a clear
division ofresponsibilities
Pages 46 to 53
H Non‑Executive Directors commit appropriate time in line with their role Pages 46 to 53
I The Company Secretary and the correct policies, processes, information, time and resources support
theBoardfunctioning effectively and efficiently
Page 51
Composition, succession & evaluation
J There is a procedure for Board appointments and succession plans for Board and Senior Management
which recognise merit and promote diversity, inclusion and equal opportunity
Pages 54 to 56
K There is a combination of skills, experience and knowledge across the Board and its Committees.
Tenure and membership are considered regularly
Pages 47 to 48 and 54 to 56
L Annual evaluation of the Board and Directors considers overall composition, diversity, effectiveness
andcontribution
Pages 46 and 54 to 56
Audit, risk & internal control
M Policies and procedures ensure the independence and effectiveness of internal and external audit functions.
The Board satisfies itself of the integrity of financial and narrative statements
Pages 60 to 65
N A fair, balanced and understandable assessment of the Company’s position and prospects is presented Pages 60 to 65
O Procedures manage and oversee risk, the internal control framework and the extent of principal risks the
Company is willing to take toachieve its long‑term strategic goals
Pages 38 to 43 and 60 to 65
Remuneration
P Remuneration policies and practices are designed to support strategy and promote long‑term sustainable
success, with executive remuneration aligned to Company purpose, values and strategic delivery
Pages 66 to 80
Q A transparent and formal procedure is used to develop policy and agree Executive and Senior Management
remuneration
Pages 66 to 80
R Independent judgement and discretion are exercised over remuneration outcomes taking account of the
relevant wider context
Pages 66 to 80
Additional InformationFinancial Statements
Governance
Strategic Report
49
Trifast plc Annual Report 2026
Corporate governance report continued
Introduction
In this Annual Report, we report on how we
have applied the main Principles of the 2024
Code and followed its recommendations.
A cross‑referencing table to each Code
Principle can be found on page 49.
The governance report complements the
strategic report and explains how the
Board operates within a robust governance
framework, which underlies the work of the
Directors, to ensure that the Company’s
purpose, values, strategy and culture are
aligned. The Board’s role is promoting
the Group’s long‑term success; setting
its strategic aims and values; supporting
leadership on the operational running
of the business; ensuring a framework
of prudent and effective controls; and
reporting to shareholders on the Board’s
stewardship. We trust that the strategic
andgovernance reports together enable
ourstakeholders to assess the effectiveness
of those frameworks and thequality of
theiroutcomes.
Business model, strategy and risks
Good progress has been made in
implementing the transformation
programme during the year, which
continued to drive improvements in
the areas of focused growth, margin
management, organisational effectiveness
and operational efficiency.
The transformation programme is central to
the Company’s Recover, Rebuild, Resilience
journey and also to achieving the strategic
objectives and ensuring sustained margin
improvement and revenue growth.
As a Board, we reviewed the strategic
direction of each region during the year.
The review again confirmed that
the OneTR approach – the singular
vision, withthe four‑region structure,
engineering, manufacturing and supply
chain simplification and the focus on three
key markets remains the right one and
continues to align with the objectives of the
Group. Onpages 20 to 33, we explain our
approach to enhancing the sustainability
of our business, whilst outlining some of
the key initiatives we are taking to create
value for our customers, employees,
shareholders and society. Further details
on strategic topics assessed by the Board
during the year can be found on page 53.
Purpose, values and culture
Trifast’s purpose, values and culture are at
the foundation of the OneTR transformation
plan to return the Company to sustained
profitable growth within a safe and engaged
environment.
The three‑phase growth plan: Recover,
Rebuild, Resilience ensures we have
focused profitable and sustainable growth,
supported by the effective execution and
strong OneTR culture to provide strategic
direction in achieving that long‑term
success. As explained in the strategic
report, to fulfil our commitment to our
stakeholders to govern responsibly, we need
to ensure that we have a full understanding
of the impact of our products and the way
we conduct business on people and the
environment.
Trifast continues to encourage a sense
of belonging and employee engagement
to ensure a motivated and productive
workforce. We are continuing to focus on
promoting a diverse and inclusive culture.
The measure the Board uses to evaluate
culture continues to evolve and includes
employee engagement surveys, employee
development programmes, reviewing HR
statistics, looking at employee turnover,
learning and development completion rates
and health and safety incidents. Some of
these are already part of our non‑financial
KPIs as set out in the strategic report on
page 10.
The Board
The Board has collective responsibility
for leading the Group and promoting its
long‑term success. It has the prime role of
confirming the Group’s purpose and vision
and agreeing the strategy that supports
its purpose. It is responsible for setting
cultural expectations that drive ethical and
responsible business conduct.
As at 31 March 2026, the Board of Directors
comprised the Non‑Executive Chair, three
Independent Non‑Executive Directors,
one further Non‑Executive Director
and two Executive Directors. Additional
responsibilities assigned to certain
Non‑Executive Directors are explained on
page 51 (roles of the Board description).
The composition of the Board is subject to
review and is a responsibility delegated to
the Nomination Committee. Details of the
tenure, gender, nationality and relevant
experience of Board members are set out
on page 47.
Board Committees
The Board has established four Committees
which directly assist in the discharge of
its duties; the Nomination, Responsible
Business, Audit & Risk and Remuneration
Committees. The remit, authority and
composition of the Committees are
monitored to ensure effective Board
support.
Each Committee provides dedicated focus
to a defined area of responsibility with the
nature of delegated work ranging from a
recommendation being made to the Board
or, if within its agreed authority, a final
decision being taken on behalf of the Board.
Further information on the specific role of
each Committee is set out in their respective
reports on pages 54 to 56, 57 to 59, 60 to
65 and 66 to 80.
Board and Committee framework
The Board
Nomination
Committee
Responsible
Business Steering
Committee
Audit & Risk
Committee
Executive
Leadership
Team
Remuneration
Committee
Responsible
Business
Committee
Risk
Committee
Additional InformationFinancial Statements
Governance
Strategic Report
50
Trifast plc Annual Report 2026
Corporate governance report continued
Roles within the Board
The roles of the Chair and the Chief
Executive Officer are separate and there is
a clear division of responsibility between
executive and non‑executive members of
the Board. Details of these responsibilities
are set out below:
Chair
Responsible for:
• Overall leadership and governance of the
Board, ensuring it operates effectively
in terms of agenda setting, information
management, induction, development
and performance review
• Maintaining a focus on strategy,
performance and value creation and
theassessment of significant risks in
theimplementation of strategy
• Ensuring the Board, as a whole, has
aclear understanding of shareholder,
customer and employee views
• Promoting a healthy culture of challenge
and debate at Board and Committee
meetings and encouraging constructive
debate and decision‑making
• Fostering effective relationships and open
communication between all Directors
• Ensuring both Board and shareholder
meetings are properly conducted
• Developing a supportive working
relationship with the Chief Executive
Officer
Senior Independent Director
Responsible for:
• Providing a sounding board for the Chair
and acting as an intermediary between
other Directors when necessary
• Evaluating the performance of the Chair
on behalf of the Directors
• Being available to shareholders, where
contact through the Chair or Executive
Directors is not appropriate
Non‑Executive Directors
Responsible for:
• Providing the skills, experience and
knowledge to assist the Board’s
decision‑making
• Challenging and assisting with
developing and establishing objectives
and monitoring the Group’s business
model and strategy
• Measuring and reviewing the
performance of the Executive Directors
• Providing independent insight and
support and advice to the Executive
Directors
• Reviewing Group financial information
and overseeing the effectiveness of the
Company’s internal controls
• Reviewing succession plans for Board
Directors and Senior Management and
supporting inclusion and diversity
• Setting policy in respect of Executive
Director remuneration
Chief Executive Officer
Responsible for:
• Effective leadership and development
of the Executive Leadership Team and
operational running of the Group
• Developing and implementing the
Group’s business model and strategy
• Effectively communicating the Group’s
strategy and performance
• Building positive relationships by
engaging appropriately with all internal
and external stakeholders
Chief Financial Officer
Responsible for:
• Deputising for the Chief Executive Officer
• Proposing policy and actions to support
sound financial management, including
inrelation to funding and net debt
• Leading finance, tax, treasury and
supporting the risk function
• Supporting on mergers and acquisitions
• Overseeing the pension scheme
Company Secretary
Responsible for:
• Compliance with Board procedures and
supporting the Chair of the Board
• Ensuring the Board has high‑quality
information, adequate reading time and
appropriate resources
• Advising and keeping the Board updated
on corporate governance developments
• Considering Board effectiveness in
conjunction with the Chair
• Facilitating the Directors induction
programme and assisting with
professional development
• Providing advice, services and support
toDirectors as and when required
Operational management
The day‑to‑day management and global
governance of the business is delegated to
members of the Executive Leadership Team
(ELT). As at 31 March 2026, the membership
of the ELT comprised the Chief Executive
Officer, the Chief Financial Officer, the Chief
Commercial Officer, the Chief People and
Transformation Officer, Regional Managing
Directors for Asia, Europe, UK & Ireland and
North America, the Chief Information Officer
and the Company Secretary.
See the full ELT details online
How the Board operates
Boardroom culture
The Board recognises the importance of
establishing the right culture and values and
communicating this message consistently
throughout the Group. It is important that
the Board provides strong and effective
leadership, constructive challenge and
accepts collective accountability for the
long‑term sustainable success of the
Company. In doing so, it will continue to
drive and deliver the strategy in the best
interests of all our stakeholders.
A strong feature of the Board’s effectiveness
in delivering the strategy is our inclusive
and open style of interaction which benefits
from a free flow of information between
Executive and Non‑Executive Directors.
The size of the Board encourages Directors
to discuss matters openly and freely and
to make individual contributions through
the exercise of their personal skills and
expertise. No individual has free powers
ofdecision‑making.
All Directors communicate with each other
on a regular basis and contact with the
Company’s senior managers is sought and
encouraged. In‑person Board meetings have
been held at various site locations during FY26.
Additional InformationFinancial Statements
Governance
Strategic Report
51
Trifast plc Annual Report 2026
Corporate governance report continued
How the Board operates continued
Independence and conflicts of interest
All Non‑Executive Directors have been
appointed for their specific areas of
knowledge and expertise. They are
independent of management and exercise
their duties in good faith based on
judgements informed by their personal
experience. This ensures that matters can
be debated constructively in relation to
both the development of strategy and
assessment of performance against the
objectives of the Board. The balance
between non‑executive and executive
representation continues to encourage
healthy independent challenge.
The Company has a formal procedure
in place to manage the disclosure,
consideration and authorisation of potential
conflicts of interest. Each Director is aware
of the requirement to notify the Board, via
the Company Secretary, as soon as they
become aware of any potential conflicts of
interest or material change of a pre‑existing
authorisation.
The Board considers each conflict situation
separately on its particular facts, in
conjunction with any other potentially
conflicted Director’s duties under the
Companies Act 2006.
Nicholas Mills has declared his conflict on
the basis of his role at Harwood Capital
Management, a material shareholder in
the Company. As such, the Company
does not consider Nicholas Mills to be an
Independent Non‑Executive Director, and
he has agreed to recuse himself from any
discussion concerning the relationship
between the Company and Harwood
Capital Management. None of the other
Non‑Executive Directors have any material
business or other relationships with the
Company or its management.
Powers of Directors
The powers of the Directors are determined
by the Articles of Association, UK legislation,
including the Companies Act 2006, and any
directions given by the Company in a
General Meeting. The Directors are
authorised by the Company’s Articles to
issue and allot ordinary shares and to make
market purchases of the Company’s own
shares. These powers are referred to
shareholders for renewal at each AGM.
The appointment and replacement of
Directors is governed by the Company’s
Articles, the 2024 Code, the Companies
Act2006 and related legislation.
Any amendments to the Articles can only
be made by special resolution at a General
Meeting of shareholders.
Subject to the Articles and the Companies
Act 2006 and any directions given by
special resolution, the business of the
Company is managed by the Board who
may exercise all the powers of the Company.
Election and re‑election of Directors
The Board is satisfied that all Directors
standing for election and re‑election
perform effectively and demonstrate
commitment to their roles. This has been
demonstrated during the year by the
willingness of the Directors to attend
additional meetings, as well as from
the general support they have given
to the Executive Directors and Senior
Management. When appropriate, any
changes to the commitment of any Director
are considered in advance by the Board to
ensure they are still able to fulfil their duties
satisfactorily.
All Directors of the Board are subject to
election by the shareholders at the first
AGM following their appointment by the
Board and all Directors will also stand for
re‑election annually at the AGM.
The biographies for each Director are set
out on page 48. The Board, its Committees
and the individual Directors participate in
an annual performance evaluation. Further
details of the process can be found in the
Nomination Committee report on page 56.
Policies
Whilst the Board takes overall responsibility
for approving Company policies, including
those relating to business ethics, health and
safety, environmental matters, anti‑bribery
and corruption and whistleblowing, their
implementation is delegated to the Chief
Executive Officer and cascaded throughout
the organisation via the Executive and
Senior Leadership Teams.
Time commitment
The expected time commitment of the
Chair and Non‑Executive Directors is
agreed and set out in writing in the letters
of appointment confirming their position.
The existing demands of a Non‑Executive
Director’s time are assessed on appointment
to confirm their capacity to take on the
role. The Nomination Committee reviews
Directors’ external commitments annually
to ensure they still have sufficient capacity
to fulfil their role. Further appointments
which could impair their ability to meet
these arrangements can only be accepted
following the approval by the Board. The
taking on of any external appointment
by an Executive Director is subject to
Boardconsent.
There were eight scheduled meetings
in theyear to 31 March 2026. Scheduled
meetings of the Board follow an agreed
format, with agendas developed by the
Chair, Chief Executive Officer and Company
Secretary, who consider the Board’s annual
plan of business and the current status
of projects, strategic and transformation
workstreams, and other operational and
functional updates.
Adequate time is allocated to support
effective and constructive discussion of
each item. An electronic resources portal
allows efficient navigation of Board and
Committee papers.
Board and other meetings
Board papers are prepared and issued prior
to each Board meeting to allow Directors
sufficient time to give due consideration
to all matters. Directors are able to take
independent professional advice, if
necessary, at the Company’s expense.
The Board holds a minimum of eight
meetings per year at regular intervals.
Additional meetings are convened as
required.
From time to time, the Board authorises the
establishment of an additional committee or
sub‑committee to consider and, if thought
fit, approve certain items of business.
During the year, the Non‑Executive
Directors have met without Executive
Directors being present. The Senior
Independent Director and Non‑Executive
Directors have also met without the
presence of the Chair as part of the Board
performance review.
The table on page 47 shows the attendance
at the Board and Committee meetings
during the year to 31 March 2026.
Additional InformationFinancial Statements
Governance
Strategic Report
52
Trifast plc Annual Report 2026
Corporate governance report continued
Board activity in 2025/26
This table is a non‑exhaustive list of areas of focus, actions and decisions taken by the Board during the year. The Board’s focus has principally been on (a) governance and risk;
(b)macroeconomic environment; (c) trading, financial and operational performance; (d) strategy and transformation execution; and (e) training.
Matters considered
Governance
&risk
• Approved Annual Report and Accounts
• Approved the business to be considered at the AGM
• Shareholder discussion and feedback
• Received updates from the Audit & Risk Committee,
Nomination Committee, Remuneration Committee and
Responsible Business Committee
• Approved Committee Terms of Reference
• Corporate policies review and approval
• Insurance programme renewal
• Corporate governance horizon scanning
• Health & safety updates
• Litigation and legal matters updates
• Approved the Internal Audit Charter and three‑year IA plan
• Received updates on the three‑year plan for the risk and
internal controls framework
• Considered facilitation fraud incidents, response and actions
Macroeconomic
environment
• Market and customer development updates
• Competitor activity analysis
• Inventory status and logistics updates
• Economic and market updates, including inflation, tariff,
FXand interest rates implications
• Sales and pricing activity reviews
• Purchasing performance and forecasts
Matters considered
Performance • Financial management and performance
• Banking, tax, treasury strategy and policy reviews
• Review and approval of budget and capex plans
• Review on margin management and focused growth
initiatives, and manufacturing performance
• Regional performance reviews
• Approval of full‑year, half‑year and other trading updates
• Annual Report and Accounts review and approval
• Consideration of shareholder views and analyst expectations
• Consideration of share price performance
• Review of employee engagement survey
Strategy &
transformation
execution
• Review of strategy delivery, execution and implementation
• Key operational project progress reviews, including major
capital expenditure investment proposals
• Transformation programme
• M&A opportunities
• Talent strategy, succession plans and future leaders
programme
• Regulatory affairs updates
• Engineering workshop and future product review
Training • Fraud awareness and fraud management
• Cyber awareness training
• Modern slavery and human trafficking training
• Anti‑bribery and corruption training
• UK Corporate Governance Code
• Carbon Border Adjustment Mechanism awareness training
Additional InformationFinancial Statements
Governance
Strategic Report
53
Trifast plc Annual Report 2026
Stakeholder engagement
• Committee members met internal
and external stakeholders in the year,
including corporate brokers and
advisers
• Attended the AGM in September
2025 and discussed the Committee’s
activities with shareholders
FY26 highlights
• Led process for the appointment of
the Board Fellow
• Supported the appointment of two
Regional Managing Directors and
Chief Information Officer
• Endorsed and approved the Board
Diversity & Inclusion Statement
andPolicy
• Reviewed Senior Leadership Group
talent pipeline and development
Role of the Committee
The Committee is responsible for considering the size, structure and composition
of the Board, reviewing succession planning for Directors and Senior Management,
including overseeing the development of a diverse talent pipeline, making appropriate
recommendations to the Board on candidates, and ensuring a balance of skills,
experience and knowledge is maintained on the Board.
During 2026, the Nomination Committee carried out an annual review of its Terms
ofReference. Read more about the full responsibilities of the Committee at
https://www.trfastenings.com/Investors/Governance/Committees
Serena Lang
Chair of the Nomination Committee
A key focus for the Committee
this year has been on people
andsuccession planning
Dear shareholder,
I am pleased to present an overview of
the Nomination Committee’s work during
the year ended 31 March 2026. Much like
last year, this has been a busy year for the
Committee, but I can report we have made
some very good progress particularly
in succession planning, talent and
development and diversity.
The Committee was very pleased to confirm
the appointment of Pooja Bagga as Board
Fellow in September 2025. The thorough
appointment process was supported by
the EPOC Network and executive search
specialists Heidrick & Struggles and
is set out in the table on page56. The
appointment is a non‑statutory position
and for the term of 12 months. As ever,
the Nomination Committee remains
dedicated to recruiting globally recognised,
industry‑leading talent so that Trifast
colleagues see strong diverse leaders,
bothat Board and Senior Management
level,and that also reflects the diversity
ofour customers and communities.
Other than the formal appointment of
Pooja as a Board Fellow, I am pleased to
confirm that the Board membership has
been stable in the year, which has been of
great importance to the Company through
this ongoing business transformation.
The Committee has therefore had the
bandwidth to review talent development
and succession plans for the Executive
Leadership Team and their direct reports,
ensuring robust leadership continuity as
well as identifying emerging talent across
the organisation.
We continue to meet the objectives set out
in our Board Diversity and Inclusion Policy
and comply with gender targets under the
UK Listing Rules and Disclosure Guidance
&Transparency Rules.
If you wish to discuss any aspects of
the Nomination Committee report, or
our activities generally, then please join
our AGM on 8 September 2026 at OSiT,
46New Broad Street, London. You will
also have the opportunity to join via the
BRR Media platform or send any questions
for me to our dedicated email address:
companysecretariat@trifast.com.
Serena Lang
Chair of the Nomination Committee
1 July 2026
Nomination Committee report
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Trifast plc Annual Report 2026
Nomination Committee report continued
Board composition, skills and attributes
At Trifast, we recognise the importance
of the Board and its Committees having
a combination of skills, experience and
knowledge to ensure we have an effective
Board, which is well placed to promote
the long‑term sustainable success of
the Company, particularly as we enter
the Rebuild phase of our strategy and
transformation.
The Committee reviews the skills, attributes
and diversity represented by the Directors
on the Board to determine whether the
existing composition remains appropriate
to support and deliver on the Company’s
purpose and strategic objectives. The skills
matrix enables the Committee to review
the current skills and assess what is needed
in the future. The matrix is then reviewed
with individual Director’s tenure to assist
in future recruitment considerations and
succession planning.
The Nomination Committee is satisfied that
the Board and its Committees have the
right combination of skills, experience and
knowledge amongst a group of individuals
that embody many aspects of diversity.
See our Board skills matrix on page 47.
Board diversity statement
We are pleased to report that 50% of
our Board members identify as female,
reflecting our ongoing commitment to
gender diversity at the highest level of
governance. We are also proud to have
two women in senior Board positions,
serving as Chair and Chief Financial Officer,
respectively.
Whilst we acknowledge that we have not
yet met the FCA’s target of having at least
one Board member from a minority ethnic
background, we have appointed a Board
Fellow who defines herself as being from
anAsian/Asian British ethnicity group.
The Company continues to remain
committed to improving representation and
is actively working to broaden the diversity
of its Board through inclusive recruitment
practices and succession planning.
Our approach to data collection
Gender and ethnicity data relating to the
Board and Executive Leadership Team
are collected on an annual basis applying
a process managed by the Company
Secretary in conjunction with the HR
function.
Each individual is requested to complete
an identical questionnaire on a strictly
confidential and voluntary basis, through
which the individual self‑reports on their
ethnicity and gender identity or states
that they do not wish to report such data.
Consent is provided for data collection and
processing of that data in accordance with
the Company’s data protection policy.
The criteria of the standard form
questionnaire are fully aligned to the
definitions specified in the UK Listing
Rules,with individuals required to specify:
a. Self‑reported gender identity – selection
from the following categories (i) man;
(ii) woman; (iii) other category (please
specify); and (iv) not specified/prefer not
to say
b. Self‑reported ethnic background –
selection from the following categories as
designated by the UK Office of National
Statistics: (i) White British or other White;
(ii) Mixed/Multiple ethnic groups; (iii)
Asian/Asian British; (iv) Black/African/
Caribbean/Black British; (v) other ethnic
group, including Arab; and (vi) not
specified/prefer not to say
Board and Executive Leadership gender and ethnic representation as at 1 April 2026
The chart details the Board and Executive Leadership Team’s self‑identified gender status and ethnicity diversity, as required by UK
Listing Rules
Board (Includes Board Fellow) ELT
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Gender
Women 4 50% 2 3 43%
Men 4 50% 2 3 43%
Other categories
Not specified/prefer not to say 1 14%
Ethnicity
White British or other White (including
minority‑white groups) 7 87. 5% 4 5 72%
Mixed/Multiple ethnic groups
Asian/Asian British 1 12.5% 1 14%
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say 1 14%
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Trifast plc Annual Report 2026
Nomination Committee report continued
Election and re‑election of Directors
The Company will submit all eligible
Directors for re‑election at the Company’s
Annual General Meeting inSeptember 2026.
As part of making any recommendations
to the Board in respect of elections, the
Nomination Committee assesses each
Director, including considering their
performance on the Board and Committees.
This includes reviewing attendance during
the year, their contribution to the long‑term
sustainable success of the Company and
their overall engagement and contribution
as a Director. For Non‑Executive Directors,
the Committee also considers whether
each Director continues to be considered
independent for the purposes of the UK
Corporate Governance Code.
Nomination Committee effectiveness
The Nomination Committee’s performance
was reviewed in 2026 as part of the Board
performance review process. This evaluation
was conducted internally and is detailed on
page 46.
The Committee continues to fulfil its
responsibilities effectively and will continue
to focus on talent development and
organisational effectiveness in 2026/27.
Board Fellow appointment process
Candidate
specification
The Nomination Committee commenced the search by articulating the key qualities for a Board
Fellow at Trifast. The specification considered the Board skills matrix as well as reflecting the personal
attributes needed
Engagement of
professional advisers and
candidate review process
The Nomination Committee engaged the Empowering People of Colour Network (EPOC) to assist
with the evaluation process and then engaged Heidrick & Struggles (H&S) to support the recruitment
process. Support from H&S was provided on a pro‑bono basis. They provided support to the Board
in profiling candidates. Neither the EPOC Network nor H&S has any connection with Trifast plc or
individual Directors
Longlist and
shortlist review
H&S provided an initial longlist that was presented to the Committee in May 2025, encompassing a
range of potential candidates from diverse personal and professional backgrounds. The Committee,
with the support of EPOC, was able to create a shortlist of candidates shortly after this review
Interviews Initial interviews were led by the Chair and Chief People and Transformation Officer. Preferred
candidates then met another Non‑Executive Director and the CEO. The process spanned the summer
months with regular Board communication during this period
Recommendation
and approval
Following a robust and rigorous process, the Nomination Committee unanimously decided to
recommend Pooja Bagga to the Board for the non‑statutory appointment of Board Fellow for
approval in September 2025 for a period of 12 months. Pooja was selected due to her strong
technology, IT and operational CIO experience
Induction Following her appointment as Board Fellow, Pooja undertook a comprehensive and tailored induction
programme
Board Fellow Biography Pooja is an accomplished senior technology leader, CIO at Guardian Media Group, with over two
decades of experience driving enterprise‑scale change across complex, regulated organisations.
Asthe Board Fellow, she provides oversight on technology strategy, digital investment, cyber
securityand AI governance, to deliver sustainable growth and long‑term value at Trifast.
Pooja’s executive career includes senior leadership roles at British Airways, IAG, Royal Mail and
Transport for London. Pooja is an ardent advocate for Diversity, Equity and Inclusion and actively
mentors future leaders, championing gender equality in STEM
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Trifast plc Annual Report 2026
Introduction
We have continued our positive delivery
on the ESG strategy, first introduced in the
Company in 2021, and despite commercial
and political headwinds, the team involved,
and the Committee, remained focused on
delivering where it offered best value for
our customers, communities and supply
chain partners. This year, we revisited
the Responsible Business strategy to
continue this positive work and ensure
the commitments were fully aligned with
both the Company’s strategic purpose and
direction. The Committee was therefore
very pleased to approve the planet,
people and principles strategy in January
2026, which builds on the excellent ESG
achievements to date and sets clear
goals to FY30. I am therefore pleased to
share details of our updated ESG strategy
ensuring we continue our path to being
aResponsible Business.
This report highlights the importance of
responsible business practices and their role
in sustainable growth, stakeholder trust and
risk management.
When we introduced our sustainability
roadmap in 2021, the goal was to support
and enhance our environmental, social
and governance efforts across all Trifast
operations. We intentionally chose not to
address every ESG metric or report on all
aspects; instead, we have focused on the
strategic areas that are most important
to our stakeholders and where we can
make the greatest positive impact. We
have successfully achieved many of the
commitments outlined in our strategy.
One of our main priorities continues to
be reducing carbon emissions across our
facilities, and the Committee remains
confident that we can achieve our carbon
reduction goals.
Our planet, people and principles
strategy was launched to
further our commitment to
reduce environmental impact,
strengthenethical conduct and
enhance the OneTR culture
Louis Eperjesi
Chair of the Responsible Business Committee
FY26 highlights
• Additional solar panels fitted at our
TRItaly manufacturing site, now
making it 100% green powered
• Approved FY30 planet, people and
principles strategy
• Human Rights Policy approved
• Global Safety Framework and Golden
Safety Rules launched with significant
improved metrics on all safety
KPIsYoY
• Introduced a range of nylon fastening
products made from recycled
materials, including waste textiles,
fishing nets and automotive air bags
• Successes in ESG accreditations:
EcoVadis Bronze, CDP; UN Global
Compact; Schneider & Integrity Next
• Climate‑related risks and opportunities
review for extreme weather, water
dependency, energy costs increase
andnatural disasters
Role of the Committee
The role of the Committee is to ensure the understanding and effective implementation
of the ESG strategy and how it relates to the broader corporate purpose and vision,
aswell as forming part of the Group’s culture. The Committee also works and liaises
withother Board Committees to integrate sustainability and a responsible business
culture in everything we do.
During 2026, the Responsible Business Committee carried out an annual review of its
Terms of Reference. Read more about the full responsibilities of the Committee at
https://www.trfastenings.com/Investors/Governance/
Areas of focus for FY27
• Deliver KPIs for FY30 planet, people
andprinciples strategy
• Expand ISO 14001 certification for
global coverage
• Continue to develop a sustainable
supply chain strategy
• Enhance the supplier sustainability
riskregister
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Trifast plc Annual Report 2026
Responsible Business Committee report continued
Planet, people and principles strategy
Our focused 2030 targets are:
Our planet:
• CO
2
reduction of 50% (vs our 2019
baseline)
• EcoVadis Silver Accreditation
• CDP B Score
Our people:
• ED&I – 50% female representation across
leadership roles
• Safety – 10% reduction in LTAR annually
vs FY25 baseline
• Wellbeing – 100% of locations participate
in wellbeing initiatives/Mental Health
First Aiders at every location
• Engagement score ranked at upper
quartile for industrials
• Community – employees using
community day allocation
Our principles:
• Suppliers – 100% suppliers (strategic/
critical) signed up/demonstrate
compliance to our Supplier Code of
Conduct
• Suppliers – 80% (by revenue value)
Approved Supplier List (and all strategic/
critical suppliers) actively risk managed
• Compliance training completion rate to
95% of employees
FY26 highlights
During FY26, several key initiatives were
undertaken to strengthen our commitment
to reduce environmental impact, strengthen
ethical conduct and enhance organisational
culture.
Our Human Rights Policy was formally
approved by the Board in January 2026,
underscoring our dedication to fostering a
more inclusive workplace and recognising
the Company’s position on entitlements
and freedoms that apply to every individual,
irrespective of nationality, gender, ethnicity,
religion or other status.
As part of our commitment to sustainability,
TR is actively trialling a range of nylon
fastening products made from recycled
materials, including waste textiles, fishing
nets and automotive air bags. These
products are manufactured from 100%
recycled content, provide a 90% reduction
in CO
2
e and currently have a similar
performance versus non‑sustainable plastic.
Until now, recycled plastics have rarely met
the requirements of functional, load‑bearing
components, but this breakthrough
demonstrates that sustainability and
engineering performance can co‑exist. The
Company has tested these products across
a range of customers’ needs including Cable
ties; Snap and drive rivets; Fir tree clips;
Threaded spacers and Wire clips.
The Company are now developing
renewable, plant‑based plastics and even
a unique material made from unsorted
household waste for testing in FY27/28.
With the engineering sector facing a
continued skills shortage, the Committee
was pleased to support the Company’s
contribution to capability‑building
initiatives through education and hands‑on
experience. Our continued sponsorship of
the KTH Formula Student Stockholm team
equips young engineers to apply theory to
real‑world challenges, from lightweighting
and structural fasteners to high‑voltage
cabling and advanced materials. This
investment supports the people aspect of
our strategy ensuring that the engineering
talent of tomorrow enters our industry with
strong practical foundations.
Recognised on the United Nations
calendar, World Cleanup Day took place in
September, uniting millions of volunteers,
communities, and organisations across the
globe to take collective action for a cleaner,
healthier planet.
This year, TR teams across the UK, Malaysia
and Germany proudly joined the movement,
dedicating time and effort to clean up
local areas and contribute meaningfully to
environmental preservation. TR Malaysia
organised a beach clean‑up at Pantai Remis,
Selangor – a popular local destination for a
community of nearly 30,000 residents; the
TR Germany team rolled up their sleeves to
collect litter in their local community; and
the team in Lancaster, England took part in
a beach clean‑up on Morecambe Bay.
In terms of compliance, we continue
to mandate specific employee training
programmes covering modern slavery,
anti‑bribery and corruption, and
whistleblowing to reinforce our ethical
standards across the Company. In addition,
whistleblowing awareness and training
was relaunched to ensure continued
transparency and trust across the Group.
Finally, we expanded our assessment of
risks and opportunities, placing a stronger
emphasis on environmental, social and
governance factors in our strategic
planning.
Looking ahead to FY27
As we look ahead to FY27, we will
principally be focused on the delivery of the
key deliverables for our planet, people and
principles strategy to drive our sustainability
and operational goals.
Developing a carbon transition plan will be
a key priority, helping us move towards a
more sustainable future. We will continue to
expand our ISO 14001 certification to ensure
we have global coverage for environmental
management. Progress continues with
the development of a sustainable product
offering to meet evolving customer
expectations. Alongside this, we continue to
develop a sustainable supply chain strategy.
A supplier sustainability risk register has
been initiated to strengthen procurement
practices and will be further enhanced in
FY27. We will continue to review and update
our Code of Conduct policies, ensuring
they align with our Integrated Management
System (IMS).
Additional InformationFinancial Statements
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Trifast plc Annual Report 2026
Responsible Business Committee report continued
Governance framework
Our governance framework is designed
to ensure effective oversight and
implementation of responsible business
practices across the Group.
The Responsible Business Committee
supports the Board in providing strategic
direction on key initiatives. The Responsible
Business Steering Committee plays a
crucial role in supporting the Committee’s
decisions and co‑ordinating efforts across
the business. The Executive Leadership
Team is integral to driving these initiatives,
ensuring alignment with our broader
business goals. Additionally, a network of
champions, with representatives from all
sites, further strengthens our governance
framework by ensuring local engagement
and accountability, helping to bring
responsible business practices to life
atevery level of the Company.
The Responsible Business Committee
met three times in FY26 to review the
progress of our ESG initiatives. These
meetings provide a platform to assess
the effectiveness of ongoing projects,
evaluate strategic decisions and align next
steps. Regular meetings of the Steering
Committee help to keep key priorities
ontrack and ensure timely adjustments.
They also allow the team to address
emerging challenges, share insights
and maintain momentum in driving our
responsible business objectives forward.
Collaboration
It is crucial for the Responsible Business
Committee to collaborate closely with
other Board Committees. Climate change
risks, safety and governance issues are
addressed by the Audit & Risk Committee;
diversity, equity and inclusion, along with
employee engagement, are overseen
by the Nomination Committee; and the
Remuneration Committee ensures that
executive compensation and incentives
are directly linked to sustainability targets.
Additionally, sustainability is a core
focus of the Company’s strategic plan,
reinforcing its importance. These examples
demonstrate that our Committee’s work is
closely integrated with other key areas of
the business, ensuring that the Company,
through this Committee, effectively
connects these vital elements of the
roadmap.
The Committee is confident that enhancing
sustainable performance not only drives
long‑term value creation but also ensures
the Company remains a responsible
business.
Read more in our being a responsible
business section on pages 20 to 33
Louis Eperjesi
Chair of the Responsible Business
Committee
1 July 2026
Waste improvement at Trifast
Enhancing waste management and resource
efficiency at the National Distribution Centre
In 2025, Trifast started the process of tracking waste generation across all of
ourentities to help inform and support our waste reduction and recycling efforts.
At our National Distribution Centre, a cardboard compactor has been introduced
tosupport this.
Cardboard is processed on‑site and compressed into manageable bales, ready
for onward recycling. This simple but effective initiative helps minimise waste,
improves site efficiency, reinforces our approach to minimising waste and
maximisingrecyclability, and diverts waste away from landfill.
Read more on
our website:
Sustainability
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Trifast plc Annual Report 2026
Dear shareholder,
I am pleased to present our report for the
year ended 31 March 2026, which outlines
how the Committee has fulfilled its key
objective of providing effective governance
over the Company’s financial reporting
during the year and highlighting the key
priorities for FY27.
Main activities of the Audit & Risk
Committee
The main activities of the Audit & Risk
Committee during the year are set out
in the table below and are in accordance
with the Committee’s Terms of Reference
which define the requisite experience and
requirements of the Committee members.
We met three times during the year,
with each Committee meeting normally
occurring prior to a Board meeting at
which an update on Committee business is
provided. The Committee meetings are held
to coincide with key financial reporting and
audit cycle dates.
We have the ability to call on employees
to assist in our work and obtain any
information required from the Executive
Directors in order to carry out our roles and
responsibilities. As Chair, I also meet with
the Chief Financial Officer, Head of Risk
and Internal Audit and other members of
the Group Finance team. We are also able
to obtain external legal or independent
professional advice if required.
The Committee considers the FY26
Annual Report as fair, balanced and
understandable, with appropriate and
required references being made throughout
the various sections.
Clive Watson
Chair of the Audit & Risk Committee
1 July 2026
The Committee has fulfilled a key
objective of providing effective
governance over the Company’s
financial reporting during the
year and highlighting the key
priorities for FY27
Clive Watson
Chair of the Audit & Risk Committee
FY26 highlights
In addition to our routine business we:
• Actively monitored progress and
preparedness for Provision 29 on
material controls, where a new
requirement to make a declaration
onthe operating effectiveness of
material controls became effective
on1 April 2026
• Reviewed ongoing transformation
across Finance, assessing impacts on
financial reporting, audit scope and
opportunities for improvement
• Continued to review the ESG
assurance roadmap, updating it where
appropriate with new regulatory
requirements and emerging areas
offocus
• Reviewed risk management
capabilities across the Company,
assessing risk appetite
Role of the Committee
The Committee is responsible for providing effective governance over the Group’s
financial reporting and making appropriate recommendations to the Board. This includes
reviewing the effectiveness of the risk management and internal control frameworks,
reviewing significant financial reporting judgements and reviewing the activities of
internal audit. The Committee is also responsible for appointing the external auditor,
approving fees and assessing audit quality and independence. Christopher Morgan acted
as Secretary to the Committee throughout FY26. Members have been selected with the
aim of providing the wide range of financial and commercial expertise necessary to fulfil
Committee responsibilities.
During 2026, the Audit and Risk Committee carried out an annual review of its
TermsofReference. Read more about the full responsibilities of the Committee at
https://www.trfastenings.com/Investors/Governance/Committees
Stakeholder engagement
• Close oversight of the implementation
of the selected material controls and
assurance framework, ensuring the
Board receives sufficient comfort to
provide its first annual declaration on
the effectiveness of material controls
as at the FY27 Statement of Financial
Position date
• Detailed review of internal controls
based on application of the four lines
of defence model, with particular
focus on fraud‑related controls and
delegation of authority
• Consider the Company’s ESG
assurance plan, ensuring that it meets
emerging regulatory requirements and
enhanced governance of ESG metrics
Audit & Risk Committee report
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Trifast plc Annual Report 2026
Audit & Risk Committee report continued
Audit & Risk Committee meeting calendar
This sets out the matters discussed at each of our meetings during FY26.
• External audit report from RSM UK
Audit LLP
• Review of auditor independence and
non‑audit fees (including non‑audit
services policy review)
• Approval of auditor’s report
• Review of critical accounting policies
and judgements, litigation risks,
Grouptax policies and arrangements
• Review of Committee report,
agreeingrecommendations for
approvalto the Board
• Risk review on effectiveness of risk
management, TCFD and internal
controls
• Whistleblowing update
• Internal audit plan review and audit
report feedback
• Review of Committee Terms of
Reference and Committee forward
planner
• Private discussion with external auditors
• Received update on preparations
for compliance with Provision 29 by
reviewing Group’s material controls,
assurance approach and design. This
incorporated an update on the Group’s
overall risk management processes.
• Review of HY1 financial statements,
witha focus on disclosures to
judgementalissues
• Internal audit deep dive, reviewing
climate and ESG assurance and risks,
risk policy and whistleblowing matters
• Internal audit reports and audit
effectiveness reviewed and confirmed
• Approved FY26 audit timetable and
structure, including RSM audit plan
presentation
• Review of viability
• Received updates in relation
toTreasuryStrategy & Tax
• Private discussion with Head
ofInternalAudit
• Received update on preparations for
compliance with Provision 29
• Reviewed the Committee’s Terms of
Reference and agreed to recommend
approval of the updated terms to
theBoard
• Risk management update and principal
risks reviewed
• Reviewed the Responsible Business
strategic roadmap and received update
on ESG‑related assurance activity.
• Internal audit update – FY27 internal
audit plan approved; Internal Audit
Charter reviewed and review of audits
conducted
• Group tax strategy update and review
• Group treasury update and review
• Private discussion with Head of
InternalAudit
July 2025
November 2025
January 2026
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Trifast plc Annual Report 2026
Audit & Risk Committee report continued
Audit Committee and the external audit:
minimum standard
The Company and its Audit Committee
apply the ‘minimum standard’ published
by the FRC in 2023. This Committee report
describes how and the extent to which the
Company has complied with the provisions
of the standard during FY26. There were
no shareholder requests for certain matters
to be covered in the audit during the year,
and there were no regulatory inspections
of the quality of the Company’s audit. An
explanation of the application of the Group’s
accounting policies is provided in note 1 to
the financial statements.
Financial reporting
Our principal responsibility in this area is
the review and challenge of the actions and
judgements of management in relation to
the interim and annual financial statements
before submission to the Board, paying
particular attention to:
• Critical accounting policies and practices
and relevant changes
• Decisions requiring significant
judgements or estimates or where there
is a discussion with the external auditor
• The existence of errors, adjusted or
unadjusted, resulting from the audit
• The clarity of the disclosures and
compliance with accounting standards
and relevant financial and governance
reporting requirements
• Considered and approved the process of
re‑tendering for an external auditor and
made recommendations to the Board
• An assessment of the adoption of the
going concern basis of accounting and
a review of the process and financial
modelling underpinning the Company’s
viability statement
• How the impact of climate change is
considered and reflected in the financial
statements and related assessments
• The processes surrounding the Annual
Report and financial statements with
regard to presenting a fair, balanced
and understandable assessment of the
Company’s position and prospects
Internal control and risk management
During FY26, the Committee was updated
on the work to promote the ethics and
governance including the whistleblowing
channel. This included reporting on the
whistleblowing hotline cases, compliance
training monitoring, the update of the
Company’s Code of Conduct, improvements
in supply chain audits and rolling out fraud
prevention training to ‘at‑risk’ employees.
The Committee’s work in this area is
supported by reporting from the Head of
Internal Audit and Company Secretary.
The Head of Internal Audit updates on
audit reports, her assessment of the
internal control environment, and on any
investigations being conducted into known
or suspected fraudulent or inappropriate
activities.
An ongoing area of focus for the Committee
is in relation to the strength and depth of
the Finance team’s capability, the quality
and efficiency of responses to findings
of internal audit visits, including whether
learning has been shared more widely
across the Company to mitigate the risk
of recurrence and to share good practice
and the quality of the discussions around
regional risks and progress against strategic
and transformation initiatives.
The Committee also received annual
updates on tax and treasury strategies
and monitor regular IT and technology
presentations to the Board from the Chief
Information Officer. The Committee was
also updated throughout the year on the
preparations to ensure compliance with the
UK Corporate Governance Code 2024 and
Business Continuity Planning.
Internal audit
The Committee has a responsibility to
monitor the effectiveness of the Company’s
internal audit function. The Committee
continues to recognise that this function is
in its infancy but is a critical component in
monitoring the control environment in the
Company. Throughout the year, the Head of
Internal Audit keeps the Committee Chair
abreast of her work and reviews. The results
of the audits and progress against the audit
plan are reported to the Committee, with
particular focus on high priority findings
and management responses.
In FY26, seven internal audits were
undertaken (FY25: five audits were
undertaken), with results continuing to
be largely positive and constructive to
the Company, which provides comfort
to the Committee on the overall control
environment. The internal audit has also
taken on an additional auditor resource,
located in Asia, and will support internal
audit activities both in the region and across
the Group. Private discussions between the
Committee and Head of Internal Audit are
held during the year.
The IIA Global Internal Audit Standard
(2024) was adopted as the basis for the
internal audit framework, along with the
IIA Code of Conduct, both of these being
used to establish the Internal Audit Charter,
which was considered and approved by the
Committee.
External audit
The Committee is responsible for
recommending to the Board the
appointment, re‑appointment, remuneration
(including non‑audit services) and removal
of the external auditor. When considering
whether to recommend the re‑appointment
of the external auditor, the Committee
considers a range of factors, including
the effectiveness of the external audit,
the period since the last audit tender was
conducted, and the ongoing independence
and objectivity of the external auditor.
Having appointed RSM UK Audit LLP in
November 2024, following a successful
tender process, the Committee monitored
the onboarding of the newly appointed
auditor, ensuring that the process was well
structured and balanced and provided them
with the appropriate level of information
required to perform their role effectively.
Shareholder approval will be sought for the
re‑appointment of RSM UK Audit LLP at the
AGM in September 2026.
Viability and going concern statement
The Committee is responsible for approving
the going concern assessment and viability
statement. The Company’s going concern
assessment is to provide assurance that the
Company is a going concern and capable
of funding its subsidiaries for a minimum
of 12 months from the date of signing the
accounts. The viability statement assesses
the long‑term viability of the Company over
a three‑year period.
Both assessments require consideration of:
1. The Company’s future and strategy
2. The Company’s current financial position
3. Financial projections including cash
flow forecasts, use of debt facilities and
associated covenants
4. The impact of climate‑related risks
including the Carbon Border Adjustment
Mechanism (CBAM)
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Trifast plc Annual Report 2026
Audit & Risk Committee report continued
Viability and going concern statement
continued
These assessments rely on the outputs from
the budgets and forecasts prepared by
management.
The Committee engages in the approval of
these budgets and forecasts and challenges
management to ensure key risks and
uncertainties (including climate and ESG
risks) have been appropriately considered.
To further determine the level of downside
before the Company would be at risk of
breaching its debt covenants, management
applied reverse stress testing to our viability
case. After considering the risks and
assessments, the Board and the Committee
believe there is a reasonable expectation the
Company will be able to continue to operate
and meet its liabilities as they fall due over
the foreseeable future and it is appropriate
to continue to adopt the going concern
basis in preparing the Group financial
statements. More information concerning
the viability and going concern statements
and the TCFD reporting can be found on
pages 44 to 45 and 34 to 36 and within the
principal and emerging risks on pages 39
to43.
Recoverability of customer‑specific
inventory
The Group has bespoke customer‑specific
products for which there is a risk over
recoverability if any contractual obligations
to acquire outstanding stock are waived.
Given the size of the customer‑specific
inventory balance and the complexity
involved in estimating customers’ changes
in future demand, there is a risk that the
valuation of the inventory provision is
inappropriate.
The Committee is satisfied that sufficient
focus is given to this whole area and that
provisions made for customer‑specific
inventory are adequate.
Goodwill impairment
Goodwill in the Group Statement of
Financial Position 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.
Separately disclosed items
The Board exercises judgement in
classifying items as separately disclosed,
applying quantitative and qualitative
criteria, with oversight from the Committee.
Items are considered where they are
material by size or nature, or non‑recurring.
The Board assesses whether the item is
material, outside the normal course of
business, or not expected to recur routinely.
Where these criteria are met, further
judgement is applied, including
consideration of consistency with prior
periods and the need to provide clear,
decision‑useful information.
Separate disclosure supports fair, balanced
and understandable reporting by improving
transparency over underlying performance
and highlighting material, unusual or
non‑recurring items. The Board and
Committee review performance on this
underlying basis to assess operating results.
Non‑financial reporting
The Committee continues to review ESG
and sustainability matters and reporting.
In November 2025 and January 2026, the
Committee was presented with a general
progress update around ESG assurance
activities. This provided the Committee with
an overview of this work, which is supported
by the Responsible Business Committee,
and how it will be monitored over time as
new requirements emerge.
Implementation costs of cloud
computing SaaS arrangements
During the year, an error was identified in
the accounting treatment of certain costs
incurred in implementing cloud‑based
Software‑as‑a‑Service (SaaS) arrangements,
following consideration of the April 2021
IFRIC agenda decision on configuration
and customisation costs. The costs
previously capitalised primarily related to
the Group’s ERP implementation (Microsoft
Dynamics 365) under ‘Project Atlas’.
The Committee reviewed the treatment
of this correction and in accordance with
IAS8, approved that the error be corrected
retrospectively. The IFRIC agenda decision
clarified that such costs should be expensed
unless they create a separately identifiable
intangible asset controlled by the Group.
Asthis criterion was not met, the costs
havebeen expensed.
The restatement is non‑cash and results in
a £5.4m reduction in both retained earnings
at 1 April 2024 and total assets, with prior
year comparatives restated accordingly.
In the current year, £6.0m of ERP
implementation costs have been expensed
as incurred, consistent with IAS 38 and the
IFRIC guidance. These costs, relating to
design, configuration and implementation
activities, have been recognised in the
income statement as the Group does not
control the underlying software.
Given the scale and strategic importance
of the ERP transformation, the Committee
reviewed these costs which are presented
asseparately disclosed items. The
Committee continues to monitor this
programme (‘Project Ignite’) which is
expected to complete in FY27 at an
estimated further cost of £3.2m.
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Trifast plc Annual Report 2026
Audit & Risk Committee report continued
Internal controls and risk management
Committee activity during FY26
During the financial year, the Committee was updated
regularly on the work performed by the Head of Risk
and the Group Risk Committee, including:
• Summary reports of deep dive reviews of principal
and emerging risks
• Changes to the risk and controls framework in line
with Corporate Governance Code changes
• Three‑year plan for risk
• External review of risk management and insurance
The Group Risk Committee is made up of the Chief
Executive, Chief Financial Officer, the Company
Secretary and co‑ordinated by the Head of Risk.
TheGroup Risk Committee meet three times a year
to review the Company’s principal and emerging
risks and also discuss risk scoring, risk appetite and
mitigations, which is then reported to theAudit & Risk
Committee by the Headof Risk
A three‑year plan for risk was established, including
a timeline for using business scenario workshops, to
challenge existing controls and support development
of controls documentation, particularly with regard
to fraud‑related controls. The Committee also
established ‘controls effectiveness’ as a standing
agenda item
In response to incidents of fraud, the Group initiated
a thorough review of internal controls and took
immediate action to enhance communication and
fraud awareness across the business
The Committee also received updates on tax and
treasury strategy and risk management
Internal audit
Committee activity during FY26
Internal audit has a key role to play in protecting value
across the organisation, and its role and mandate is
reviewed annually by the Committee
The Committee reviewed and approved the Internal
Audit Charter, which includes a timetable for an
external review of internal audit effectiveness, and
theinternal audit plan, which is aligned to the financial
controls manual and the principal risks
The Committee also received reports regarding the
effectiveness of the internal audit
Internal audit plan
Committee activity during FY26
The three‑year internal audit plan is based on the
12sections of the Company’s financial controls manual
and considers the links to the principal risks in each
section. Within the three‑year plan, four assurance
audits are scheduled each financial year and additional
audits are conducted to support the business as the need
arises, particularly in relation to whistleblowing matters
The areas covered by the FY26 scheduled audits are:
• Leadership and strategy (including financial
planning, budgets, forecasts and management
charges)
• Suppliers and purchasing (including supplier
assessment and approval, product sourcing,
payments, supplier data management and review
ofPPAP effectiveness)
• Cash (including expenses, payroll, scrap/recycling,
bank accounts, covenants)
• Intercompany (including product sales, transfer
pricing, service levels and management re‑charges)
• D365 Controls Audit (business processes, customer
orders, data management, order planning and
inbound receipts)
Financial reporting
Committee activity during FY26
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 29 ofthe financial
statements
The Committee reviewed the appropriateness of
transactions presented in the Alternative Performance
Measures (APMs) to compare relevant results for the
period presented in the financial statements
Non‑financial reporting
Committee activity during FY26
The Committee continues to receive updates on
ESG assurance and climate‑related risks and TCFD.
The objective of these updates is to provide the
Committee with an overview of the current and
anticipated regulatory landscape, its impact on Trifast
and how the Company will meet these requirements
A three‑year ESG roadmap was approved by the
Responsible Business Committee and Board in
February 2026, and the ARC will monitor the KPI
metrics, deliverables and risk of this plan over
itsduration
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Trifast plc Annual Report 2026
Audit & Risk Committee report continued
Auditor effectiveness
Committee activity during FY26
The Committee recognises that the
effectiveness of the external audit
depends on robust risk identification and
high‑quality planning. RSM UK Audit LLP
presented their audit plan in January
2026 setting out their risk assessment
and proposed approach
Our evaluation of audit effectiveness
considered the quality of auditor
judgement, sector knowledge, challenge
to management and the clarity of
communication. Feedback was also
obtained from management and
internal audit, alongside a review of
thelatest FRC Audit Quality Inspection
&Supervision Report
The Committee was satisfied that
RSM focused appropriately on key
risk areas and demonstrated a strong
understanding of the Group and its
operations. The hybrid audit approach
(remote and on‑site) was well managed
and efficient
The Committee held two private
meetings with the external auditor RSM
UK Audit LLP in the financial year. This
provided opportunity for open dialogue
and feedback to the Committee and the
auditor, without executive management
Matters discussed included the auditor’s
assessment of the business risks and
management activity, the quality of the
audit process, the transparency and
openness of management interactions,
confirmation that there had been no
restriction in scope placed on them by
management and how they exercised
professional scepticism and challenged
management assumptions
In addition, the Chair of the Audit & Risk
Committee maintained regular contact
with the RSM Engagement Leader
outside of formal meetings, supporting
continued oversight and responsiveness
to emerging matters throughout the
audit cycle
Based on the work undertaken and
feedback received, the Committee is
satisfied with the effectiveness and
quality of the FY26 external audit
Independence policy and non‑audit services
Committee activity during FY26
A formal policy exists which provides
guidelines on any non‑audit services
which may be provided and ensures that
the nature of the advice to be provided
cannot impair the objectivity of the
auditor’s opinion on the Group’s financial
statements
The policy makes it clear that only certain
types of services are permitted to be
carried out by the auditors. The policy
also establishes a formal authorisation
process, including either the tendering
for non‑audit services or pre‑approval by
the Committee, for allowable non‑audit
work. Where the expected cost of the
service is in excess of 70% of the average
of the statutory audit fee for the last
three years, the approval of the Audit
&Risk Committee Chair is required
The auditor confirms their independence
annually. The independence rules allow a
maximum of five years for the lead audit
partner of the Group. Ian Wall is in his
second year as RSM Group audit partner
Fees payable to RSM UK Audit LLP in
respect of audit services, as set out
in note 5 of the Annual Report, were
approved by the Committee after a
review of the level and nature of work to
be performed and after being satisfied
that the fees were appropriate for the
scope of work required
During FY26, RSM UK Audit LLP provided
no non‑audit services to theGroup
Having considered the relationship with
RSM UK Audit LLP, their qualifications,
expertise, resources and effectiveness,
the Committee concluded that they
remained independent and effective
for the purpose of FY26. As a result,
the Committee recommended to the
Board that RSM UK Audit LLP should be
re‑appointed as auditor at the next AGM
Additional InformationFinancial Statements
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65
Trifast plc Annual Report 2026
Introduction
On behalf of the Remuneration Committee
(the ‘Committee’), I am pleased to present
the Directors’ remuneration report for the
year ended 31 March 2026. This report
sets out how we have implemented our
Directors’ Remuneration Policy (the
‘Policy’), which was last approved at the
2024 AGM, and the other key decisions
taken by the Committee in FY26.
The sections contained in this report are:
• The annual statement from the Chair
ofthe Remuneration Committee
• The annual report on remuneration
This report has been prepared by the
Committee in accordance with the relevant
legal and accounting regulations and has
been approved by the Board.
Role and activities of the Committee
The primary role of the Committee is
unchanged, which is to provide our
Executive Directors with remuneration that
motivates and aligns them with delivery of
our strategy and creates shareholder value
in a sustainable manner.
In addition, it is our duty to ensure
that the remuneration received by the
Executive Directors is proportionate to
the performance achieved and the returns
received by shareholders. The main
activities of the Committee were as follows:
• Implementation of the Policy
• Determination of the final remuneration
outcomes for FY26
• Determining the appropriate FY27 annual
bonus targets
• Oversight of the remuneration aspects of
Senior Management and wider workforce
pay and policies
• Review the Remuneration Committee’s
Terms of Reference
FY26 Company performance
The Group reported FY26 underlying EBIT
of £16.5m, reflecting continued margin
improvement from delivery of our strategic
self‑help initiatives, against a challenging
macroeconomic and geopolitical backdrop.
Revenues for FY26 declined by
approximately 7% year on year to £208.4m,
driven primarily by lower volumes and exit
of low‑margin customers.
This reflects subdued demand in a number
of markets, caused by tariff disruption
as well as ongoing weakness in the
automotivesector.
Despite this challenging backdrop, the
Group has improved gross profit margins
by a further c.170bps, to c.30%, alongside
operational improvements in both
productivity and cost efficiency. Group EBIT
margins improved to 7.9% (2025: 6.7%),
reflecting the ongoing impact of self‑help
actions, including inventory discipline and
the sale of excess and obsolete stock.
The Group’s Statement of Financial Position
remains robust with leverage remaining
below 1.0x, supported by disciplined cash
management and a continued focus on
working capital.
While the external environment remains
challenging, we are encouraged by the
Company’s strongest commercial pipeline
for two years, as customers in our focus
markets place increased emphasis on
quality of service and reliability. We remain
confident in our medium‑term prospects
and above 10% EBIT margin target driven
by the continued successful delivery of our
Recover, Rebuild, Resilience strategy.
The Committee’s focus this
year has been on implementing
the intent of our Directors’
Remuneration Policy,
approvedby shareholders
atthe 2024 AGM
Laura Whyte
Chair of the Remuneration Committee
FY26 highlights
• Continued implementation of the
Directors’ Remuneration Policy
ensuring that it continues to support
our strategy and creation of long‑term
shareholder value
• Continued engagement with wider
workforce remuneration activities
• Ensuring compliance with the revised
UK Corporate Governance Code
• Consideration of emergent market
practice and executive Remuneration
Policy guidance
Role of the Committee
To set the remuneration of the Executive Directors such that it attracts talented
individuals and is fair in rewarding progress against the Company’s strategic plan
andperformance.
During 2025, the Remuneration Committee carried out an annual review of its
Terms of Reference. Read more about the full responsibilities of the Committee at
https://www.trfastenings.com/Investors/Governance/Committees
Areas of focus for FY27
• Continued oversight of wider
workforce fair reward themes,
having consideration of global pay
transparency and any impact of the
EU Pay Transparency Directive focus
on pay for performance
• Continued simplification of the
strategic and ESG measures, which
align to our ESG roadmap and form
part of the annual bonus
• Review of remuneration advisers
through a tender process
Directors’ remuneration report
Additional InformationFinancial Statements
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Trifast plc Annual Report 2026
Directors’ remuneration report continued
FY26 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 the 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 FY26 annual bonus is payable to the
Executive Directors and the Committee
noted that the outcome reflected underlying
Company performance.
Long‑Term Incentive Plan (LTIP)
Vesting
Iain Percival and Kate Ferguson (before she
was appointed onto the Board) were granted
a FY24 LTIP award on 28November2023,
the performance period of which ended on
31 March 2026. The award was assessed
against relative TSR (75% weighting) and
underlying operating margin (UOM) (25%
weighting) targets.
Trifast’s performance was below the
threshold level for each of these, which
resulted in nil vesting. The Committee noted
that the FY24 LTIP vesting outcome was
aligned with Company performance as well
as shareholders’ experience.
Full details of Trifast’s performance against
the FY24 LTIP targets is provided on
page76.
As set out in last year’s remuneration
report, Iain Percival and Kate Ferguson were
granted awards under the FY25 LTIP. The
Committee notes that as at 31 March 2026,
the awards had not achieved the minimum
share price vesting hurdle of 90p.
Grant of awards
Given the one‑off nature of the option
awards granted to the Executive Directors
in FY25, no LTIP awards were granted to the
Executive Directors during FY26.
Overall
The Committee is comfortable that the
Policy operated as intended and that the
overall FY26 remuneration paid to Executive
Directors was appropriate. Therefore, the
Committee did not exercise any discretion.
Wider workforce considerations
In terms of the wider workforce, and to
reflect the need to ensure our rates of
pay keep track with inflation, an average
increase of 3% will be applied in the UK
from 1 July 2026. In line with the Executive
Directors, as a result of missing the Group
underlying profit before tax threshold,
no annual bonus was payable to eligible
employees for FY26.
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 to ensure the Non‑Executive
Directors get a true and direct view on
key topics across the Company. As set
out in last year’s report, we refreshed the
engagement process to ensure we took
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 our values continue to be
truly brought to life in how we support our
colleagues and operate as a business.
This approach has helped us measure
the adoption of the values in daily
working. Read more about our employee
engagement on page 22.
We also 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. We are proud that we
have bonus schemes covering a significant
number of our employees. In addition, we
operate a Save As You Earn (SAYE) share
plan, which is open to all UK employees.
Implementation of Policy for FY27
We set out the proposed implementation of
the Policy for FY27 below:
Salary
The Committee has determined that, in line
with the wider UK workforce, the CEO and
CFO will receive a 3% increase in base salary
for F Y27.
Pension
The pension contribution for FY27 for the
CEO and CFO will continue to be 5% of
salary, in line with the rate available to the
majority of the workforce.
Annual bonus
The Committee determined the maximum
annual bonus opportunity at 150% of
salary for the CEO and the CFO. In line
with standard market practice, the Policy
provides the Committee with the flexibility
to determine the appropriate bonus
measures, weightings and targets each
year. The performance measures for the
FY27 annual bonus will be 60% based on
underlying profit before tax (UPBT) targets,
20% on average working capital percentage
targets and 20% based on strategic and
operational targets, which will be linked to
the execution of the transformation plan and
include specific sustainability objectives.
Additionally, no bonus payment can be
made unless threshold UPBT performance
has been achieved. Performance targets
set by the Committee will be challenging
but with an appropriate probability of
payout and disclosed in detail in next year’s
remuneration report. In line with the Policy,
50% of any bonus payable will be deferred
into shares for three years.
LTIP
As noted above, given the one‑off nature of
the option awards granted to the Executive
Directors in FY25, there will be no LTIP
awards granted to the Executive Directors
in FY27.
Non‑Executive Chair and Director fees
In line with the approach for the Executive
Directors and wider UK workforce, there will
be a 3% increase to Non‑Executive Chair
and Non‑Executive Director fees for FY27.
Conclusion
The Committee is comfortable that the
operation of the Policy in FY26 was in line
with the best interests of the Group and will
incentivise those who are critical in driving
the long‑term value for shareholders. We
look forward to your support at the AGM.
Finally, I would like to recognise the
contribution of all colleagues this year.
Theirefforts have been instrumental in
positioning the Group for future growth.
Iam extremely grateful for their hard work.
Laura Whyte
Chair of the Remuneration Committee
1 July 2026
Additional InformationFinancial Statements
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67
Trifast plc Annual Report 2026
Directors’ remuneration report continued
Annual report on remuneration
This section of the remuneration report
contains details as to how the Policy was
implemented during FY26 and also covers
how it will be operated in FY27. In the
first part of this report, we have also set
out information with regard to our wider
workforce and pay fairness.
Pay at Trifast
To attract and retain high‑calibre
individuals, we aspire to become an
employer of choice within our sector,
maintaining a competitive reward package
that balances fairness to our colleagues
as well as responsible use of shareholders’
funds. Our pay principles are as follows:
• Support the recruitment and retention
ofhigh‑quality colleagues
• Enable us to recognise and reward
colleagues appropriate to their contribution
and achievement of objectives
• Help to ensure that decisions on pay are
managed in a fair, just and transparent way
• Create a direct alignment between our
company culture and our reward strategy
Through the application of these principles,
the Company has continued to attract
industry specialists with global experience
at senior levels.
Summary of the Directors’
RemunerationPolicy
The current Directors’ Remuneration Policy
was approved by shareholders at the AGM
on 10 September 2024. A copy of the full
Remuneration Policy can be found in the
Company’s 2024 Annual Report and Accounts
on pages 131 to 146. It can be found on the
Company website at www. trifast.com.
Thekey elements from the Directors’
Remuneration Policy, and how it will be
implemented for FY27, are summarised in
the adjacent table. The Committee does not
intend to deviate from the Policy in FY27.
Element Policy summary Implementation for FY27
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 SmallCap Index companies. Salary increases for Executive
Directors will not normally exceed the average increase which applies
across the wider Trifast UK employee population
Larger increases may be awarded in certain circumstances, including
where strategic imperatives have progressed, a material change in
the role and responsibilities and when an Executive Director has been
appointed either internally or externally at below the market level to
reflect experience
The Committee also considers the impact of any base salary increase
on the total remuneration package
The Committee has determined that the CEO and CFO will
receive an increase in base salary of 3% for FY27, in line with
the increase for the wider UKworkforce
Iain Percival – £422,300
Kate Ferguson – £285,053
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 FY27 for the CEO and CFO will
be 5% of salary, in line with the rate available to the majority
of the workforce
No change to benefit provision
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 FY27 bonus with a maximum
opportunity of 150% of salary tothe CEO and the CFO
The Committee determined that the performance measures
and weightings will be asfollows:
• 60% based on underlying profit before tax (UPBT)
targets
• 20% based on average working capital % targets
• 20% based on strategic and operational targets based
on the execution of the transformational plan, and
include specific sustainability objectives
• No bonus payment can be made under the average
working capital % element orthe strategic and
operational element unless threshold UPBT performance
has beenachieved
Targets are deemed commercially sensitive and will be
disclosed in the FY27 AnnualReport
In line with the Policy, payout for threshold performance
is25% of maximum, and payout for on‑target performance
is 50% of maximum
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Trifast plc Annual Report 2026
Directors’ remuneration report continued
Element Policy summary Implementation for FY27
FY25 LTIP One‑off grant of a fixed number of market‑priced options, where the exercise price is set equal
to Trifast’s share price shortly before the date of grant. These awards were granted on 10
September2024 and will be the only long‑term incentive award granted to the Executive Directors
over the three‑year Policy period
The options will vest when share price hurdles have been met during a five‑year period beginning
on the date of grant
The CEO and CFO will have a maximum award of market‑priced options which is equivalent to 2.2%
and 1.3% of the issued share capital (ISC) respectively
Any options that have met a share price hurdle, although vested, will be subject to a continued
employment condition
A performance underpin will apply to the awards such that the Committee will be required to assess
underlying corporate performance ahead of the exercise of any options
Options will become exercisable as follows:
• Options that vest before the third anniversary of grant: One‑third of these vested options will
become exercisable on the third, fourth and fifth anniversary of grant
• Any further options that vest between the third and fourth anniversary of grant: Half of these
vested options will become exercisable on the fourth and fifth anniversary of grant
• Any further options that vest between the fourth and fifth anniversary of grant: These vested
options will become exercisable on the fifth anniversary of grant
A holding period will apply such that the executives cannot sell any shares until the fifth anniversary
of grant, albeit they will be able to sell shares to cover any tax falling due on exercise
Malus and clawback provisions apply
Overriding discretion in line with annual bonus
Given the one‑off nature of the option awards granted to the Executive Directors in
FY25, there will be no LTIP awards granted to the Executive Directors in FY27
Minimum
shareholding
requirements
Shareholding requirement of 250% of salary over five years from Policy adoption while in
employment. Additionally, there is a requirement to continue to hold shares equivalent to the
minimum of actual shareholding on cessation of employment and the in‑employment shareholding
requirement for a period of two years following termination of employment
The shareholding requirement in FY27 will be 250% of salary
Post‑employment shareholding requirement will also apply where applicable
Non‑Executive
Director fees
It is anticipated that increases to Chair and NED fee levels will typically be in line with market levels
of fee inflation and the increase awarded to the wider Trifast UK employee population. Larger
increases above this may be awarded in certain circumstances, for example a material change in
the time commitment or responsibilities of the Non‑Executive Director. Additional fees may be
payable in instances where work performed is outside of the scope of the individual’s role and
responsibilities
The Company targets FTSE SmallCap median fees
In line with the approach for the Executive Directors and the wider UK workforce,
there will be an increase to Non‑Executive Director fees of 3% for FY27
• Chair: £142,526
• NED: £47,509
• SID: £6,000
• Committee Chair: £8,000
• Committee membership: £5,000
Executive Directors are also entitled to participate in the Company’s all employee share plan (SAYE) operated in the UK
Annual report on remuneration continued
Summary of the Directors’ RemunerationPolicy continued
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Trifast plc Annual Report 2026
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Annual report on remuneration continued
Linking our Remuneration Policy with our business strategy
Our Policy has been designed to align with the Group’s strategy. Below we have set out how each performance measure within our incentive structure links back to our key objectives.
Note: Given the one‑off nature of the option awards granted to the Executive Directors in FY25, there will be no LTIP awards granted to the Executive Directors in FY27.
Our key objectives
Margin
management
Focused
growth
Operational
efficiency
Organisational
effectiveness
Read more on page 8 Read more on page 8 Read more on page 9 Read more on page 9
KPIs
Margin
management
Focused
growth
Organisational
effectiveness
Operational
efficiency
Underlying profit before
tax(%)
Working capital as a
percentage of revenue (%)
Underlying ROCE (%)
CO
2
e reduction
Lost time incident rate
Employee engagement
Underlying PBT
Link to strategy, focused on:
• Margin management
• Focused growth
 
Average working capital %
Link to strategy, focused on:
• Margin management
• Operational efficiency
 
Strategic/operational
Link to strategy, focused on:
• People, culture and safety
• Sustainability
• Innovation
• Technology
• Commercial excellence
     
Share price hurdles
Link to strategy, focused on:
• Shareholder value
• Focus on performance
     
Shareholding guidelines
Link to strategy, focused on:
• Shareholder value
     
Corporate performance underpin
Link to strategy, focused on:
• Margin management
• Operational efficiency
• Organic growth
     
 Margin management   Focused growth
 Organisational effectiveness   Operational efficiency
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Annual report on remuneration continued
How the Committee is informed on wider workforce pay
To build the Remuneration Committee’s understanding of reward arrangements applicable to the wider workforce, the Committee is provided with data on the remuneration structure
for management‑level tiers below the Executive Directors and pay outcomes for these roles. The Committee has developed a process whereby it will be provided with feedback from
the Company’s various engagement tools, such that it has access to further context in making decisions on future pay outcomes. This information is combined with the insights the
Committee gains during site visits led by Laura Whyte, who is the Designated Non‑Executive Director for employee engagement. The Committee uses this information to ensure
consistency and fairness of approach throughout the Company in relation to remuneration.
Alignment between wider workforce pay and Directors’ Remuneration Policy
Trifast aims to provide a remuneration package for all employees which is market competitive and operates a similar structure as for the Executive Directors. The Company’s remuneration
philosophy for all employees from the Executive Directors downwards is that they should have a meaningful element of performance‑based pay. For Executive Directors, the FY25 LTIP
and 50% of the annual bonus is provided in shares to ensure a focus on long‑term sustainable value creation and to align their experience with that of shareholders. The Company’s FY25
LTIP extends to the Executive Leadership Team and the majority of the wider workforce participates in a performance‑based discretionary bonus. The Company also has a Save As You
Earn scheme (SAYE) for all UK employees in order to increase levels of share ownership throughout the Company and allow employees to share in its success.
The table below illustrates the cascade of our reward structure from Executive Directors to the wider employee population.
Fixed
remuneration
Annual bonus
– cash
Annual bonus
– deferral
FY25
LTIP
UK employee
share scheme
(SAYE)
Executive Directors Y Y Y Y Y
Executive Leadership Team Y Y N Y Y
Senior Management Y Y N N Y
Wider workforce Y Y N N Y
The Committee is satisfied that the approach to remuneration across the Company is consistent with the Company’s principles of remuneration. In the Committee’s opinion, the approach
to executive remuneration aligns with the wider Company pay policy and there are no anomalies specific to the Executive Directors.
CEO pay ratio
The table below sets out the ratios of the CEO single total figure of remuneration to the equivalent pay for the lower quartile, median and upper quartile of UK employees.
Pay ratio
Year Method 25th percentile 50th percentile 75th percentile
FY26 Option C 15:1 14:1 9:1
FY25 Option A 29:1 24:1 15:1
FY24 Option A 15:1 13:1 8:1
FY23 Option A 19:1 15:1 10:1
FY22 Option A 24:1 19:1 13:1
FY21 Option A 17:1 14:1 9:1
FY20 Option A 18:1 14:1 10:1
The CEO remuneration figure is as shown in the single total figure for Executive Directors’ remuneration table on page 75. The remuneration figures for the employee at each quartile
were determined as at 31 March 2026. 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 FY25, have
been omitted.
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Directors’ remuneration report continued
Annual report on
remuneration
continued
CEO pay ratio continued
Bonus payments included in total pay and
benefits for below Board employees are
those paid in the year to 31 March 2026
rather than those earned in the same period.
The salary and total pay and benefits for the
employee at each of the 25th, 50th and 75th
percentiles are as shown in the table below:
Pay data
Base
salary
£000
Total pay
and benefits
£000
CEO 408 450
Employee at
25th percentile 27 29
Employee at
50th percentile 31 33
Employee at
75th percentile 47 51
For FY26, we have chosen methodology
Option C for the calculation to identify
the three UK employees at each of the
quartiles as at 31 March 2026. In line with
the regulations, all employees across our
four subsidiaries were considered in the
calculation. We identified the three UK
employees at each quartile by comparing
annual salary data already held by the
Company, as at 31 March 2026. Once
we identified each employee, we then
calculated their total pay and benefits in
line with the methodology set out on page
71. Option C ensures that the employees
identified at each quartile are representative
of the current UK workforce, providing
a meaningful basis for the pay ratio
disclosure.
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.
The ratios 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
• The FY26 CEO pay ratios at the 25th,
50th and 75th percentiles are lower
than the equivalent FY25 ratios. This is
primarily a reflection of the decrease in
the CEO’s single figure of remuneration
due to the lower annual bonus earned in
FY26. The Committee is comfortable that
the median ratio is consistent with the
Company’s pay and progression policies
• A significant proportion of our CEO’s
pay is provided in shares, and their value
reflects the movement in share price over
the period prior to vesting. This can add
significant volatility to the CEO’s pay
and may be reflected in the ratio if the
Company meets the respective targets
How executive remuneration is
communicated with stakeholders,
shareholders and employees
As part of our last Policy review, the
Committee had extensive dialogue with
investors. With neither a new Policy nor any
significant matters to consider this year, the
Committee has not felt the need to actively
consult on remuneration, but it continues
to keep in mind the views expressed by
investors in previous discussions. Please
see details of our engagement with
shareholders during FY26 in the section
onstakeholder engagement on page 12
andthe Chair’s introduction to governance
on page 46.
As outlined, the Company and the Board
seek to engage with employees utilising
a number of communication channels.
Inthe engagement process, remuneration
is covered as a specific topic and is a
primary focus when the Non‑Executive
Directors engage with employees on site.
Employees are asked about their own
remuneration, overall reward package and
how they view other engagement topics
such as communication, work‑life balance
and culture. The feedback on remuneration
is reviewed by the Committee to ensure
that we have a watching brief on fairness
and transparency on the overarching
reward strategy. See page 22 for further
information on employee engagement.
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Annual report on remuneration continued
Performance and pay
Total shareholder return
The graph below sets out the total shareholder return performance of the Company compared to the FTSE All‑Share Industrial Engineering Index, FTSE SmallCap Index and FTSE All‑Share
Index over a ten‑year period from 31 March 2016. 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
2016
250
200
150
100
TSR rebased to 100 on 31 March 2016
50
0
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
Trifast FTSE All-Share Industrial Engineering Index FTSE SmallCap Index FTSE All-Share Index
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 bonus
payout against
maximum
Equity award
payout against
maximum
2026 450 0% 0%
2025 756 52.3% 0%
2024 432
1
0% 0%
2023 445
2
0% 0%
2022 505 23.7% 0%
2021 366 n/a 0%
2020 383 0% 0%
2019 367 0% n/a
2018 629 70% n/a
2017 811 100% 100%
3
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
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Annual report on remuneration continued
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 where possible (see note 7 for details) on
afull‑time equivalent basis. Please note that given the significant changes in Board roles over the period covered by the table, there are a number of significant increases/decreases as a
result ofthis, which are fully explained in the notes below. It should be noted that percentage change is calculated on actual pay received in the year rather than annual salary and benefits.
% change from FY25 to FY26 % change from FY24 to FY25 % change from FY23 to FY24 % change from FY22 to FY23 % change from FY21 to FY22
Salary/
fees
Taxable
benefits
Annual
bonus
8
Salary/
fees
Taxable
benefits
Annual
bonus
8
Salary/
fees
Taxable
benefits
Annual
bonus
8
Salary/
fees
Taxable
benefits
Annual
bonus
8
Salary/
fees
Taxable
benefits
Annual
bonus
8
Iain Percival (CEO)
1
1.9% 0.5% (100.0)% 88.7% 100.0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Kate Ferguson (CFO)
2
76.3% 113% (100.0)% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Serena Lang
(NED and Chair)
3
1.9% n/a n/a 55.2% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Clive Watson
(Senior Independent NED) 1.3% n/a n/a 0.0% n/a n/a 0.0% n/a n/a 3.2% n/a n/a 55.0% n/a n/a
Louis Eperjesi (NED)
4
1.5% n/a n/a 0.0% n/a n/a 346.2% n/a n/a n/a n/a n/a n/a n/a n/a
Laura Whyte (NED)
5
1.5% n/a n/a 1,833.3% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Nicholas Mills (NED)
6
1.9% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Average employee
7
4.5% 11.3% n/a (33.0)% (10.1)% n/a 12.0% 22.2% (98.3)% 17.9% 35.0% 396.5% (5.6)% 12.0% (39.5)%
1. Iain Percival was appointed CEO on 20 September 2023
2. Kate Ferguson was appointed to the Board as the CFO on a permanent basis on 10 September 2024
3. Serena Lang was appointed to the Board on 10 August 2023 and was then appointed as Chair on 14 September 2023
4. Louis Eperjesi was appointed to the Board on 3 January 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
7. In line with the regulations, the average employee percentage changes for FY25 and FY26 include only employees of Trifast Overseas Holdings Ltd (“TOSH”), excluding Directors (69 employees as at 31 March 2026). Prior to
FY25, the average employee percentage changes included only employees of Trifast plc (30 employees as at 31 March 2024). However, on 1 April 2024, all Trifast plc employees transferred to TOSH along with employees in
central services, and Trifast plc no longer has any employees. For TOSH employees, the annual bonus percentage change has been calculated by reference to bonuses paid during the year rather than those earned in respect
of the same period; given that current TOSH employees did not receive any bonus in FY25, this figure is shown as ‘n/a’ for FY26
8. Annual bonus increase is n/a due to Executive Directors not receiving a bonus or not being in office at the start or end of the period
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
2026
Year to
31 March
2025 Change
Dividend distributions £2.43m £2.43m 0.0%
Group spend on pay (including Directors) £37.74m £41.84m (9.8)%
Other pay £6.81m £6.72m 1.3%
Total remuneration
1
£44.55m £48.56m (8.5)%
1. Total remuneration excludes IFRS 2 share‑based payments charge of £1.2m (FY25: £0.4m). Including this, total remuneration would be £45.8m (FY25: £49.0m)
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Annual report on remuneration continued
Remuneration justification
The Committee is comfortable that the internal and external pay relativity reference points set out provide justification that the remuneration arrangements for Executive Directors are
appropriate and illustrate the suitability of the changes which were made to the Policy at the 2024 AGM.
The following section, until page 78, is auditable.
Executive Director remuneration for the year ended 31 March 2026
Executive Director single figure of remuneration
Annual bonus
3
Salary/fees
£000
Taxable
benefits
2
£000
Cash
£000
Shares
£000
LTIP
4
£000
Pensions
5
£000
Other
£000
Total
£000
Total
fixed
£000
Total
variable
£000
Iain Percival 407 22 — — — 20 — 449 449 —
Prior year 400 22 157 157 — 20 — 756 442 314
Kate Ferguson
1
275 15 — — — 14 — 304 304 —
Prior year 156 7 61 61 — 8 — 293 171 122
Totals 683 37 — — — 34 — 753 753 —
Prior year totals 556 29 218 218 — 28 — 1,049 613 436
1. Kate Ferguson was appointed to the role of interim CFO on 22 February 2024 and was appointed to the Board as the CFO on a permanent basis on 10 September 2024. Her remuneration for FY25 represents the portion paid
in respect of her time on the Board
2. Taxable benefits included the cost of providing a company car (or car allowance), private medical insurance and critical illness cover. Upon reconciliation, it was identified that Kate Ferguson had not received her full car
allowance entitlement during FY25 and FY26. The taxable benefits figures reported for those years reflect only the car allowance actually received in each period. A backdated payment in respect of the outstanding car
allowance will be made inFY27, and Kate’s FY27 taxable benefits will be uplifted accordingly to reflect this additional amount
3. No annual bonus was earned for FY26. For FY25, the bonus paid out at 52.3% of maximum. The portion of the bonus paid in shares is deferred for three years. For the CFO, the FY25 bonus figure has been pro‑rated to reflect
the proportion of time that Kate Ferguson has served on the Board. See the FY25 Annual Report for additional details in relation to the FY25 annual bonus element of remuneration
4. The performance period of the FY24 LTIP award granted on 28 November 2023 ended on 31 March 2026. Neither of the performance conditions attached to this award were met and therefore its value (£nil) is included in the
LTIP column for FY26. See additional details on the performance outcomes of the FY24 LTIP below on page 76
5. Iain Percival and Kate Ferguson were members of the Company’s non‑contributory pension plan in FY26. 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 with the option to take pension payments in the form of a cash allowance, after a deduction for Employer’s National Insurance. In FY26, Iain Percival chose to take a
proportion of his pension as a cash allowance. No Executive Directors participate in a defined benefit scheme
(i) Annual bonus for year ended 31 March 2026
Iain Percival and Kate Ferguson had a maximum annual bonus opportunity of 150% of salary. The annual bonus measures were based 60% on underlying profit before tax targets,
20%onaverage working capital percentage targets and 20% on strategic/operational targets based on the execution of the transformational plan and also included specific
sustainabilityobjectives.
The underlying profit before tax threshold level of performance was not achieved; therefore, in line with policy, no payment could be made under the average working capital percentage
and strategic and operational elements. As a result, the annual bonus outcome for both the CEO and CFO for the year ended 31 March 2026 was nil. The table below provides information
on the targets for each measure, actual performance and resulting bonus payments.
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Annual report on remuneration continued
Executive Director remuneration for the year ended 31 March 2026 continued
(i) Annual bonus for year ended 31 March 2026 continued
Performance required Actual performance Iain Percival Kate Ferguson
1
Measure Weighting Threshold On target Maximum Actual
% of element
payable
Achievement
as % salary
Bonus value
£000
Achievement
as % salary
Bonus value
£000
Underlying profit before tax 60% £14.0m £15.6m £ 17. 2m £12.3m nil nil nil nil nil
Average working capital percentage 20% n/a n/a 37. 2 % 42.2% nil nil nil nil nil
Strategic/operational targets 20%
Objectives based on
strategic/operational See below n/a nil nil nil nil nil
Total bonus achieved in FY26 nil nil nil nil
FY26 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 the achievement of these targets for FY26.
Overall, there is no FY26 annual bonus payable for the CEO and CFO, which the Committee noted was in line with the underlying performance of the Company.
(ii) LTIP performance for the year ended 31 March 2026
Iain Percival and Kate Ferguson (prior to her appointment to the Board) were granted a FY24 LTIP award on 28 November 2023. The three‑year performance period for these awards
ended on 31 March 2026 and they were granted subject to theachievement of certain relative TSR (75% weighting) and underlying operating margin (UOM) (25% weighting) performance
targets. We set out the targets and outcomes in the table below:
UOM in FY26
(25% weighting)
TSR
1
vs FTSE All‑Share
(75% weighting)
Trifast UOM
UOM required
for 25%
vesting
UOM required
for 50%
vesting
UOM required
for 75%
vesting
UOM required
for 100%
vesting Vesting
Trifast
TSR
Index TSR
required for
25% vesting
Index TSR + 8%
p.a. required for
100% vesting Vesting
Overall
vesting
7.9% 8.2% 9.1% 10.0% 11.0% nil% 5.6% 45.5% 69.5% nil% nil%
1. TSR for Trifast and the FTSE All Share Index was measured using a three‑month average prior to the start and the end of the three‑year performance period
No FY24 LTIP awards will vest on 28 November 2026 based on the assessment of the performance conditions and there is no vesting amount attributable to share price appreciation.
TheCommittee acknowledged that the FY24 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.
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Annual report on remuneration continued
Executive Director remuneration for the year ended 31 March 2026 continued
(iii) Deferred bonus awards granted in the year ended 31 March 2026
The table below sets out the deferred bonus awards in respect of 50% of the FY25 bonuses that were granted to the Executive Directors on 18 August 2025. The awards will vest after
three years and are not subject to performance conditions.
Date of grant
Number of
awards granted
during the year
Face value
of award
1
Vesting
period
Iain Percival 18 August 2025 201,937 £156,945 3 years
Kate Ferguson 18 August 2025 128,088 £99,550 3 years
1. The face value of award is calculated as the number of shares multiplied by the average share price over the one‑week period prior to the grant date of £0.7772
(iv) LTIP awards granted in the year ended 31 March 2026
Given the one‑off nature of the option awards granted to the Executive Directors in FY25, no LTIP awards were granted to the Executive Directors in FY26.
Non‑Executive Director single figure of remuneration
Base fee
£000
Chairing of
Audit & Risk,
Remuneration
or Responsible
Business
Committee
£000
Committee
membership
£000
Senior
Independent
Director
£000
Total
£000
Clive Watson 46 8 5 6 65
Prior year 45 8 5 6 64
Louis Eperjesi 46 8 5 — 59
Prior year 45 8 5 — 58
Serena Lang 138 n/a n/a n/a 138
Prior year 135 n/a n/a n/a 135
Laura Whyte 46 8 5 — 59
Prior year 45 8 5 — 58
Nicholas Mills 46 — — — 46
Prior year 45 n/a n/a n/a 45
Totals 322 24 15 6 367
Prior year totals 315 24 15 6 360
Payments to past Directors
As set out in the FY24 remuneration report, Darren Hayes‑Powell’s in‑flight FY24 LTIP awards were pro‑rated for time served during the vesting period and their vesting was subject
to the achievement of the attaching performance targets. As set out on page 76, none of the FY24 LTIP awards will vest and Darren’s awards will lapse in full on 28 November 2026.
Therefore, there were no payments to past Directors in FY26.
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Annual report on remuneration continued
Payment for loss of office
There were no payments for loss of office to Directors in FY26.
Statement of Directors’ shareholdings
In‑employment
shareholding
requirement
1
Current
beneficial
holding
3
Vested but
unexercised
options
LTIP awards
subject to
performance
conditions
(in form
of options)
4
Deferred
bonus awards
not subject to
performance
conditions
(in form
of options)
SAYE
options
Total of all
interests on
31 March
2026
Current shares
which count
towards
in‑employment
shareholding
requirements
2
In‑employment
shareholding
requirement
met?
1
Executive Directors
Iain Percival 1,525,298 521,031 — 2,994,522 201,937 — 3,7 17,490 628,058 no
Kate Ferguson 1,029,576 12,774 — 1,769,490 128,088 — 1,910,352 80,661 no
Non‑Executive Directors
Clive Watson n/a 116,478 n/a n/a n/a n/a 116,478 n/a n/a
Louis Eperjesi n/a 13,000 n/a n/a n/a n/a 13,000 n/a n/a
Laura Whyte n/a 30,500 n/a n/a n/a n/a 30,500 n/a n/a
Nicholas Mills n/a 40,000 n/a n/a n/a n/a 40,000 n/a n/a
Serena Lang n/a 133,248 n/a n/a n/a n/a 133,248 n/a n/a
1. Under the Policy, there is a 250% of salary in‑employment shareholding requirement for Executive Directors. This is to be built up over five years from 10 September 2024, the date the Policy was approved by shareholders,
orthe date of joining/promotion if later. The number of shares shown is based on the 31 March 2026 share price of £0.672
2. Total of current beneficial holding and SAYE options, plus vested but unexercised options and deferred bonus awards (on a net‑of‑tax basis)
3. No Executive Director exercised an option during the year
4. Does not include FY24 LTIP awards which have not met the performance targets. Full details of the performance targets for the FY25 LTIP awards can be found in the Company’s 2025 Annual Report and Accounts
Between 31 March 2026 and 1 July 2026, Iain Percival’s shareholding increased to 525,652 and Clive Watson’s increased to 117,451, as a result of both participating in the Company’s
Dividend Reinvestment Plan. There were no further movements in the Directors’ shareholdings from those disclosed in the table above between these dates.
Service contracts for Executive Directors
The service contracts for Iain Percival and Kate Ferguson are not fixed term. The service contracts are terminable by either the Company or the Directors on the following bases:
Notice period Date of signing
Iain Percival 12 months 12 September 2023
Kate Ferguson 12 months 9 September 2024
The Directors’ contracts are kept and can be viewed at the Company’s registered office. Executive Directors are subject to annual re‑election at the Company’s Annual General Meeting.
Although signing contracts prior to the appointment, Iain Percival was appointed as Chief Executive Officer on 20 September 2023 and Kate Ferguson was appointed as Chief Financial
Officer on 10 September 2024.
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Non‑Executive Directors’ letters of appointment
The Non‑Executive Directors do not have service contracts but are appointed under letters of appointment. Clive Watson was appointed on 30 July 2020, Louis Eperjesi was appointed
on 3 January 2023, Serena Lang was appointed on 10 August 2023, Nicholas Mills was appointed 20 October 2023 and Laura Whyte was appointed on 11 March 2024. All Non‑Executive
Directors are subject to annual re‑election at the Company’s AGM.
The table below sets out the date that each Non‑Executive Director signed their current letter of appointment and the notice period by which their appointment may be terminated early
by either party. For new appointments, the notice period is three months and in line with the existing Non‑Executive Directors’ arrangements, set out in the 2014 Directors’ Remuneration
Policy, this will be extended to 12 months on a change of control. The Directors’ letters of appointment are kept and can be viewed at the Company’s registered office.
Notice period Date of signing
Clive Watson 3 months 20 April 2020
Louis Eperjesi 3 months 22 November 2022
Serena Lang 3 months 7 August 2023
Nicholas Mills 3 months 16 October 2023
Laura Whyte 3 months 11 March 2024
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
https://www.trfastenings.com/Investors/Governance/Committees or by writing to the Company Secretary, whose details are set out on page 153 of this publication.
Alongside conference calls and meetings with advisers, the Committee had four formal meetings during the year. Clive Watson was unable to attend the meeting held in May 2025 due to
personal circumstances; however, all other 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 66.
On most occasions, the CEO and CFO were invited to attend to ensure the Committee was in possession of all the relevant facts. The Committee consults with the Company Secretary and
Chief People and Transformation Officer regarding remuneration and corporate governance issues. With regard to the Senior Management in the Company (excluding Board Directors),
the Committee also takes advice from the Executive Directors and the Executive Leadership Team.
During the year, the Committee received independent advice from PwC in relation to general remuneration matters. PwC was appointed by the Committee and the fees paid by the
Company to PwC for services provided during the financial year were £25,750 (excluding VAT). The fees were charged on a fixed time and materials basis. The Group also retains PwC
regarding taxation services and consulting services in the ordinary course of business. The Committee believes that this does not create a conflict of interest and the advice they receive
is independent and objective. PwC is a signatory to the Remuneration Consultants’ Code of Conduct which requires its advice to be objective and impartial. PwC does not have any other
connections with the Company or its Directors.
Additional InformationFinancial Statements
Governance
Strategic Report
79
Trifast plc Annual Report 2026
Directors’ remuneration report continued
Annual report on remuneration continued
Statement of AGM voting
The table below shows the actual voting on the 2025 remuneration report at the AGM held on 11 September 2025 and the 2024 Remuneration Policy at the AGM held on 10September2024:
Votes
for %
Votes
against %
Votes
withheld
2025 remuneration report 96,232,602 96.43% 3,561,563 3.57% 10,513
2024 Remuneration Policy 95,724,721 91.88% 8,462,058 8.12% 9,221
This report was approved by the Board of Directors and signed on its behalf by:
Laura Whyte
Chair of the Remuneration Committee
1 July 2026
Additional InformationFinancial Statements
Governance
Strategic Report
80
Trifast plc Annual Report 2026
Directors’ report
The Directors present their report on the Group’s performance
for the year ended 31 March 2026, with the financial statements
and auditor’s report
Company Number
Trifast plc is registered in England under company number 0919797 with its registered
address at National Distribution Centre, Reedswood Park Road, Walsall, WS2 8DQ England.
Strategy and Purpose
The Company’s strategy, vision and purpose are set out in pages 6 to 9 in this report.
Results and proposed dividend
Group revenue from continuing operations was £208.4m (FY25: £233.5m), with a profit
before tax of £0.1m (FY25: profit of £4.9m). Underlying profit before tax was £12.3m
(FY25:£12.1m); see note 2 for details.
The Directors recommend a final dividend of 1.30p (FY25: 1.20p) per share, payable on
9October 2026 to shareholders registered by the close of business on 11 September 2026.
Combined with the interim dividend of 0.60p (paid on 10 April 2025) (FY25: 0.60p), the
total dividend for the year is 1.90p (FY25: 1.80p). The proposed final dividend has not been
included in creditors as it was not approved before year end, and the interim declared
during the year is included as a liability in other payables in the financial statements.
The strategic report provides a detailed analysis of the results and future developments.
Annual General Meeting
The Annual General Meeting will be held at 12.00noon on 8 September 2026 at OSiT,
46New Broad Street, London, EC2M 1JH. Further details can be found in the Notice
ofMeeting.
Director insurance
The Company maintains Directors’ and Officers’ insurance as allowed under its Articles
of Association and the Companies Act 2006. This cover does not extend to cases of
dishonesty or fraud.
Directors and Directors’ interests
Details of Directors’ remuneration and share interests are in the remuneration report on
pages 66 to 80. All Directors are subject to annual re‑election, as outlined in the corporate
governance report on page 52.
Biographies of the Directors are on page 48 and also on www.trifast.com.
Employee Benefit Trust (EBT)
As at 31 March 2026, the Trifast EBT held 1,145,315 ordinary shares, which represented
0.8% of issued share capital (FY25: 1,145,315 and 0.8% respectively). During the year, no
shares were used to meet employee share obligations (FY25: 228,348), with no new shares
acquired (FY24: nil). These are recorded in the own shares held in reserve within equity.
Substantial shareholdings
Details of the share structure of the Company are disclosed in note 24.
The Company was aware of the following material interests, representing 3% or more of the
issued share capital of the Company.
As at 1 April 2026
No. of
shares held
% of
shareholding
Harwood Capital LLP 23,670,000 17.38
Slater Investments Ltd 11,929,776 8.76
Schroder Investment Management Ltd 11,732,657 8.62
Huntington Management LLC 10,989,831 8.07
Ruffer LLP 10,500,000 7.7 1
Mr. Michael Timms 9,032,583 6.63
Threadneedle Asset Management Ltd 8,414,732 6.18
As at 1 June 2026
No. of
shares held
% of
shareholding
Harwood Capital LLP 23,670,000 17.38
Slater Investments Ltd 13,774,498 10.11
Schroder Investment Management Ltd 11,989,161 8.80
Huntington Management LLC 10,989,831 8.07
Ruffer LLP 10,500,000 7.7 1
Mr. Michael Timms 9,133,073 6.71
Threadneedle Asset Management Ltd 7,240,901 5.32
No Director holds >5% shares in the Company.
Additional InformationFinancial Statements
Governance
Strategic Report
81
Trifast plc Annual Report 2026
Directors’ report continued
Financial instruments
Details on the Group’s financial risk
management, including credit, liquidity and
currency risks, as well as capital structure,
can be found in note 26 to the financial
statements.
Corporate governance
The corporate governance statement on
pages 49 to 53 should be read as forming
part of the Directors’ report.
Takeover Directive
Where not covered elsewhere in this report,
the following disclosures are made in
accordance with the requirements of the
Takeover Directive.
There are no restrictions on the transfer
of the Company’s ordinary shares other
than those imposed by law, such as insider
trading regulations. In line with the Listing
Rules of the Financial Conduct Authority,
certain employees must seek approval from
the Company before dealing in its shares.
The Company is not aware of any
agreements between shareholders that
could restrict the transfer of shares or the
exercise of voting rights.
No person holds any special rights
of control over the Company’s share
capital, and all shares are fully paid. The
rules governing the appointment and
replacement of Directors are set out in the
corporate governance section of this report
on pages 49 to 53.
The Company’s Articles of Association
may only be amended by a special
resolution passed at a General Meeting
ofshareholders.
Some of the Company’s banking
agreements contain provisions that could
allow termination in the event of a change
ofcontrol. Other than certain rolling
contract and notice period extensions for
Directors, there are no agreements in place
between the Company and its Directors or
employees that provide for compensation
if their employment ends as a result of a
takeover bid.
The Company is not aware of any
contractual or other agreements essential
to its business that require disclosure in
thisreport.
Donations
The Group made no political donations
in the year (FY25: £nil). The Group made
£1,900 of charitable donations in the year
(FY25: £7,000).
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 £169,300 on
research and development in the year
(FY25: £162,800).
Employees
The Group is committed to equal
opportunities for all employees and
supports training and employment for
people with disabilities, including those who
become disabled during their employment.
More on our ESG approach is available at
www.trifast.com and in the strategic report
and Responsible Business sections of this
Annual Report.
We regularly engage with employees at
all levels through meetings and internal
communications to share updates and
address concerns.
For more information on employee
engagement see page 22.
Energy and carbon reporting
For information on our energy use and
carbon emissions see pages 26 to 30.
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.
On behalf of the Board
Serena Lang
Chair
1 July 2026
National Distribution Centre
Reedswood Park Road
Walsall WS2 8DQ
Company registration number: 01919797
Additional InformationFinancial Statements
Governance
Strategic Report
82
Trifast plc Annual Report 2026
Statement of Directors’ responsibilities
in respect of the Annual Report and the financial statements
The Directors are responsible for preparing
the Annual Report and the financial
statements in accordance with UK‑adopted
International Accounting Standards and
applicable law and regulations.
Company law requires the Directors to
prepare financial statements for each
financial year. The Directors have elected
under company law, and are required under
the Listing Rules of the Financial Conduct
Authority, to prepare the Group financial
statements in accordance with UK‑adopted
International Accounting Standards.
The Group and Company financial
statements are required, by law and
UK‑adopted International Accounting
Standards, to present fairly the financial
position of the Group and the Company and
the financial performance of the Group; the
Companies Act 2006 provides in relation to
such financial statements, that references
in the relevant part of that Act to financial
statements giving a true and fair view,
are references to their achieving a fair
presentation.
Under company law the Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair
view of the state of affairs of the Group and
Company and of the profit or loss for the
Group for that period.
In preparing these financial statements,
theDirectors are required to:
• Select suitable accounting policies and
then apply them consistently
• Make judgements and accounting
estimates that are reasonable and
prudent
• State whether they have been prepared
in accordance with UK‑adopted
International Accounting Standards,
subject to any material departures
disclosed and explained in the financial
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 Group’s
and the Company’s transactions and
disclose with reasonable accuracy at any
time the financial position of the Group and
the Company and enable them to ensure
that the financial statements comply with
the Companies Act 2006. They are also
responsible for safeguarding the assets
of the Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for ensuring
that the Annual Report and the financial
statements, taken as a whole, are fair,
balanced and understandable and provide
the information necessary for shareholders
to assess the Group’s performance, business
model and strategy.
The Directors are responsible for ensuring
the Annual Report and the financial
statements are made available on a website.
Financial statements are published on the
Company’s website in accordance with
legislation in the United Kingdom governing
the preparation and dissemination of
financial statements.
The maintenance and integrity of the
Company’s website is the responsibility of
the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the
financial statements contained therein.
Responsibility statement of the Directors
in respect of the annual financial report
We confirm that to the best of our
knowledge:
• The financial statements have been
prepared in accordance with the
applicable set of accounting standards,
give a true and fair view of the assets,
liabilities, financial position and Income
Statement 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,
are fair, balanced and understandable
and provide 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
1 July 2026
Additional InformationFinancial Statements
Governance
Strategic Report
83
Trifast plc Annual Report 2026
Independent auditor’s report
to the members of Trifast plc
Opinion
We have audited the financial statements of Trifast PLC (the ‘parent company’) and
its subsidiaries (the ‘group’) for the year ended 31 March 2026 which comprise the
Consolidated income statement, Consolidated statement of comprehensive income,
Consolidated statement of changes in equity, Company statement of changes in equity,
Statements of financial position, Statements of cash flows and Notes to the financial
statements, including significant accounting policies. The financial reporting framework
that has been applied in the preparation of the group financial statements is applicable law
and UK‑adopted International Accounting Standards. The financial reporting framework
that has been applied in the preparation of the parent company financial statements is
applicable law and UK‑adopted International Accounting Standards and, as regards the
parent company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and of
the parent company’s affairs as at 31 March 2026 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 Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK)
(ISAs (UK)) and applicable law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the financial statements section
of our report. We are independent of the group and parent company in accordance with
the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed public interest entities and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Summary of our audit approach
Key audit matters Group
• Carrying value of inventory
• Goodwill impairment
• Treatment of IT implementation costs
Parent Company
• Treatment of IT implementation costs
Materiality Group
• Overall materiality: £1,640,000 (2025: £1,780,000)
• Performance materiality: £1,148,000 (2025: £1,160,000)
Parent Company
• Overall materiality: £1,930,000 (2025: £1,900,000)
• Performance materiality: £1,351,000 (2025: £1,235,000)
Scope Our audit procedures covered 89% of revenue, 95% of total assets
and 97% of absolute profit before tax.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the group financial statements of the current period and include
the most significant assessed risks of material misstatement (whether or not due to fraud)
we identified, including those which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the group financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Additional Information
Financial Statements
GovernanceStrategic Report
84
Trifast plc Annual Report 2026
Independent auditor’s report continued
to the members of Trifast plc
Carrying value of inventory
Key audit matter
description
Refer to accounting policies in note 1, Material accounting policies together with
Note29 Accounting estimates and judgements and Note 18 Inventories – Group.
The group holds a material value of inventory, which can be categorised as either
bespoke or non‑bespoke.
Bespoke products are designed for specific customer applications. There is a risk
over the recoverability of the inventory if there are any significant changes to demand
from certain customers at the volumes anticipated or if products are discontinued.
These bespoke parts often cannot be sold to other customers or used in alternative
applications. As a result of long lead times on these products and customer
requirements, there is a material value of inventory of this nature held by the group.
Given the significant amount of the customer specific inventory, and the significant
level of judgement involved in estimating customers’ future demand, there is a risk
thatthe valuation of the inventory provision is inappropriate.
Non‑bespoke products may be sold to a wider range of customers and therefore
carry a lower risk of obsolescence. As a result, these products may be held within the
group for longer periods and judgement is required as to whether the carrying value
ofinventory is impaired.
We have therefore determined this to be a key audit matter.
How the matter
wasaddressed
intheaudit
We obtained management’s inventory provisioning assessment, and the underlying
calculations prepared to support the estimates and performed work as follows:
• Reviewed the overall provisioning policy for this inventory and considered this in
the context of the business model and customer profile.
• Assessed the application of the provisioning methodology through reperformance
of the calculations, including consideration and recalculation of “stand back”
adjustments, specific to each location, applied based on verifiable data.
• Analytically reviewed provision data and percentages across the group to identify
and understand differences driven by varying business models and locations.
• Challenged assumptions made in management’s provisioning policy, including via a
review of historic sales data and inventory movement records for both bespoke and
non‑bespoke inventory.
• Performed reliability of data testing to verify the ageing of the inventory
wascorrect.
• Performed reliability of data testing to verify the inventory was correctly classified
as bespoke or non‑bespoke using historic sales data.
• Critically challenged significant overrides made to the model, including
challenge of the commercial rationale and verification of certain explanations
tosupportingevidence.
• On a sample basis, tested the net realisable value of inventory by agreeing to sales
documentation, including post year‑end sales documentation where available.
We considered the adequacy of the disclosures and whether they were in accordance
with the applicable financial reporting framework.
Key observations Based on the procedures performed we concluded that the inventory value is not
materially misstated and consider that the group’s related disclosures are appropriate.
Goodwill impairment
Key audit matter
description
Refer to accounting policies in note 1, Material accounting policies together with
note13, Intangible assets – Group.
The goodwill balance of £22.1m is allocated across a number of Cash Generating
Units(CGUs).
In the current year management has assessed that an impairment is required in
respect of one cash generating unit.
As part of our risk assessment, we determined that the impairment assessment
has a high degree of estimation uncertainty as it is sensitive to forecast cashflow
assumptions and the discount rate.
Due to the level of estimation uncertainty this was determined to be a key audit matter.
How the matter
was addressed
inthe audit
We obtained management’s goodwill impairment assessment, and the underlying
calculations prepared to support the assessment and performed work as follows:
• Analysed the structure and integrity of the model and the mathematical accuracy.
• Performed sensitivity analysis in assessing the risks of impairment.
• Used our valuation specialists to critically assess the discount rate calculation.
• Challenged the main forecasting assumptions used which included short and long
term revenue growth, EBIT margin and the discount rate.
• Corroborated forecasting assumptions through discussions with operational
management and obtaining further evidence to support expected customer
activity and resulting revenues and margins.
We considered the adequacy of the disclosures and whether they were in accordance
with the applicable financial reporting framework.
Key observations Based on the procedures performed we consider that the group’s conclusions are
reasonable and that the related disclosures are appropriate.
Additional Information
Financial Statements
GovernanceStrategic Report
85
Trifast plc Annual Report 2026
Independent auditor’s report continued
to the members of Trifast plc
Treatment of IT implementation costs
Key audit matter
description
Refer to accounting policies in note 1, Material accounting policies together with note 2
and note 36.
The group and company have undertaken major multi‑year group‑wide IT
implementation projects.
This has resulted in material expenditure during the year (Project Ignite).
There was also material historical expenditure relating to the initial implementation of
the same IT system across a number of locations which was capitalised between 2019
and 2023 (Project Atlas).
As part of our risk assessment, we determined there to be a high level of judgement in
determining whether the costs incurred meet the criteria in IAS 38 taking into account
the 2021 IFRIC Agenda decision – Configuration or Customisation Costs in a Cloud
Computing Arrangement.
Due to the material level of expenditure and the judgment involved, this was
determined to be a key audit matter.
How the matter
was addressed in
the audit
We undertook the following in consideration of the appropriate accounting
treatment.We:
• In consultation with our IT specialist, understood and verified the nature of the ERP
system implemented in previous years and in the current year as being the same
Software as a Service (SaaS) arrangement.
• Challenged management’s assessment of the current year expenditure against the
requirements of IAS 38 and the 2021 IFRIC Agenda decision.
• Checked the accuracy and nature of the expenditure in the year through checks to
source documents and agreements.
• Assessed whether the requirements of IAS 38 and the 2021 IFRIC Agenda decision
had been fully considered in previous periods.
• Considered management’s final conclusions that the current year expense did not
meet the requirements of IAS 38 to be capitalised and that the amounts capitalised
in previous periods should have been expensed.
• Reviewed the proposed entries to correct the previous periods in accordance with
IAS 8 and the associated disclosures.
• Considered the disclosure of the current year expenditure as a ‘separately
discloseditem’.
Key observations Based on the procedures performed we consider that the group’s and company’s
conclusions are reasonable and that the related disclosures are appropriate.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to
determine the nature, timing and extent of our audit procedures. When evaluating whether
the effects of misstatements, both individually and on the financial statements as a whole,
could reasonably influence the economic decisions of the users we take into account the
qualitative nature and the size of the misstatements.
Based on our professional judgement, we determined materiality as follows:
Group Parent company
Overall materiality £1,640,000
(2025: £1,780,000)
£1,930,000
(2025: £1,900,000)
Basis for determining
overall materiality
0.8% of Revenue 1.8% of total assets as a
standaloneentity.
For the purposes of the group
audit which excludes items which
eliminate on consolidation, the
parent company materiality was
restricted to £340,000
(2025: £440,000)
Rationale for
benchmark
applied
Revenue is deemed to be the
primary performance measure for
the users of the financial statements
to review the financial performance
of the group.
Total assets is considered to be the
most appropriate benchmark for
the parent company.
Performance materiality £1,148,000
(2025: £1,160,000)
£1,351,000
(2025: £1,235,000)
Basis for determining
performance materiality
70% of overall materiality
(2025: 65%)
70% of overall materiality
(2025: 65%)
Reporting of misstatements
to the Audit Committee
Misstatements in excess of
£82,000 and misstatements below
that threshold that, in our view,
warranted reporting on qualitative
grounds.
Misstatements in excess of
£82,000 and misstatements below
that threshold that, in our view,
warranted reporting on qualitative
grounds.
An overview of the scope of our audit
The group consists of 26 components, located in the following countries; United Kingdom,
Italy, Germany, Sweden, Hungary, Netherlands, Poland, Spain, USA, Ireland, Singapore,
Malaysia, Taiwan, China, India and Thailand.
The coverage achieved by our audit procedures was:
Number
of components Revenue
Total
assets
Absolute
Profit
before
tax
Full scope audit 14 89% 89% 97%
Specific Audit Procedures 1 — 2% —
Total 15 89% 91% 97%
Of the above full scope audits, seven component audits were undertaken by RSM
component auditors in Germany, Hungary, Italy, Netherlands, Sweden, Singapore and
Taiwan. The remaining full scope audits were undertaken by RSM UK Audit LLP. The
specified procedures were performed by component auditors in Malaysia.
Additional Information
Financial Statements
GovernanceStrategic Report
86
Trifast plc Annual Report 2026
Independent auditor’s report continued
to the members of Trifast plc
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to
continue to adopt the going concern basis of accounting included:
• Review of management’s approved board paper which set out the going concern basis,
key forecasting assumptions, sensitivities and conclusion;
• Obtained copies of management’s forecasts and sensitivity analysis for the Group and
checked the mathematical accuracy of the forecasts;
• Compared the forecasts to historical trading results and the key assumptions for
expected growth, margin improvement and capital expenditure plans;
• Undertook our own stress test to consider circumstances under which covenant and
cash headroom would be eroded;
• Verified the committed funding and associated covenants available to the group
and parent company for the forecast period and the recalculated the headroom this
provided;
• Compared the forecast assumptions with other forward‑looking information considered
during the audit; and
• Reviewed the going concern disclosures to ensure that these were consistent with
management’s paper, other areas of narrative reporting and our findings.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the group’s or the parent company’s ability to continue as a going concern for a period
of at least twelve months from when the financial statements are authorised for issue.
In relation to the entity reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern
are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than
the financial statements and our auditor’s report thereon. The directors are responsible
for the other information contained within the annual report. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in the financial statements
themselves.
If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial
year for which the financial statements are prepared is consistent with the financial
statements and those reports have been prepared in accordance with applicable legal
requirements;
• the information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in compliance
with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook
made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial
statements and has been prepared in accordance with applicable legal requirements; and
• information about the company’s corporate governance code and practices and about
its administrative, management and supervisory bodies and their committees complies
with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company
and their environment obtained in the course of the audit, we have not identified material
misstatements in:
• the Strategic Report or the Directors’ Report; or
• the information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in compliance
with rules 7.2.5 and 7.2.6 of the FCA Rules
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration
report to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• a corporate governance statement has not been prepared by the parent company.
Additional Information
Financial Statements
GovernanceStrategic Report
87
Trifast plc Annual Report 2026
Independent auditor’s report continued
to the members of Trifast plc
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer‑term
viability and that part of the Corporate Governance Statement relating to the parent
company’s compliance with the provisions of the UK Corporate Governance Code
specifiedfor our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with
thefinancial statements and our knowledge obtained during the audit:
• Directors’ statement with regards the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 45;
• 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 44 and 45;
• Directors’ statement on whether it has a reasonable expectation that the group will be
able to continue in operation and meets its liabilities set out on page 45;
• Directors’ statement on fair, balanced and understandable set out on page 83;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on pages 38 to 45;
• Section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on pages 62 and 63; and,
• Section describing the work of the audit committee set out on pages 60 to 65.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 83,
the directors are responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s
and the parent company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these
financial statements.
The extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities are instances of non‑compliance with laws and regulations. The objectives
of our audit are to obtain sufficient appropriate audit evidence regarding compliance with
laws and regulations that have a direct effect on the determination of material amounts
and disclosures in the financial statements, to perform audit procedures to help identify
instances of non‑compliance with other laws and regulations that may have a material
effect on the financial statements, and to respond appropriately to identified or suspected
non‑compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material
misstatement of the financial statements due to fraud, to obtain sufficient appropriate
audit evidence regarding the assessed risks of material misstatement due to fraud through
designing and implementing appropriate responses and to respond appropriately to fraud
or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those
charged with governance, to ensure that the entity’s operations are conducted in
accordance with the provisions of laws and regulations and for the prevention and
detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities,
including fraud, the group audit engagement team and component auditors:
• obtained an understanding of the nature of the industry and sector, including the legal
and regulatory frameworks that the group and parent company operate in and how the
group and parent company are complying with the legal and regulatory frameworks;
• inquired of management, and those charged with governance, about their own
identification and assessment of the risks of irregularities, including any known actual,
suspected or alleged instances of fraud;
• discussed matters about non‑compliance with laws and regulations and how fraud
might occur including assessment of how and where the financial statements may be
susceptible to fraud for regulated entities, as defined in ISA 250B: having obtained an
understanding of the overall control environment.
All relevant laws and regulations identified at a Group level and areas susceptible to fraud
that could have a material effect on the financial statements were communicated to
component auditors. Any instances of non‑compliance with laws and regulations identified
and communicated by a component auditor were considered in our audit approach.
Additional Information
Financial Statements
GovernanceStrategic Report
88
Trifast plc Annual Report 2026
Independent auditor’s report continued
to the members of Trifast plc
The extent to which the audit was considered capable of detecting irregularities,
including fraud continued
The most significant laws and regulations were determined as follows:
Legislation/
Regulation
Additional audit procedures performed by the Group audit
engagement team and component auditors included:
UK‑adopted IAS and
Companies Act 2006
Review of the financial statement disclosures and testing to supporting
documentation;
Completion of disclosure checklists to identify areas of non‑compliance
Tax compliance
regulations
Inspection of advice received from internal tax advisors
Consideration of whether any matter identified during the audit required
reporting to an appropriate authority outside the entity
Health and safety
regulations
ISAs limit the required audit procedures to identify non‑compliance with
these laws and regulations to inquiry of management and where appropriate,
those charged with governance (as noted above) and inspection of legal and
regulatory correspondence, if any. We have completed these procedures
which included discussions with the group’s legal counsel.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk Audit procedures performed by the audit engagement team:
Revenue recognition For a sample of transactions accounted pre and post year end, tested whether
revenue was recognised in the correct accounting period in line with the
group’s accounting policy;
Determined whether management’s assessment and adjustment undertaken
at group level to establish appropriate cut‑off in accordance with Incoterms
was reasonable; and
Transactions posted to nominal ledger codes outside of the normal revenue
cycle were identified using a data analytic tool and investigated.
Management override
ofcontrols
Tested the appropriateness of journal entries and other adjustments;
Assessed whether the conclusions reached by management in making
judgements and accounting estimates were indicative of a potential bias; and
Evaluated the business rationale of any significant transactions that were
unusual or outside the normal course of business.
Facilitation payment
fraud
Discussed our proposed approach with our forensics specialists;
Selected a sample of payments above a predetermined threshold directly
fromthe group’s bank statements throughout the period; and
Considered the nature of these payments to evaluate if there was a risk
offraud.
A further description of our responsibilities for the audit of the financial statements
islocated on the Financial Reporting Council’s website at:
http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’sreport.
Other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by the board
of directors on 29 November 2024 to audit the financial statements for the year ending
31March 2025 and subsequent financial periods.
The period of total uninterrupted consecutive appointment is two years, covering the years
ending 31 March 2025 and 31 March 2026.
The non‑audit services prohibited by the FRC’s Ethical Standard were not provided to the
group or the parent company and we remain independent of the group and the parent
company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee in
accordance with ISAs (UK).
Use of our report
This report is made solely to the company’s members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so
that we might state to the company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and
Transparency Rules, these financial statements will form part of the Annual Financial Report
prepared in Extensible Hypertext Markup Language (XHTML) format and filed on the
National Storage Mechanism of the UK FCA. This auditor’s report provides no assurance
over whether the annual financial report has been prepared in XHTML format.
Ian Wall (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
103 Colmore Row
Birmingham
B3 3AG
1 July 2026
Additional Information
Financial Statements
GovernanceStrategic Report
89
Trifast plc Annual Report 2026
Consolidated income statement
for the year ended 31 March 2026
20262025
Note£000£000
Continuing operations
Revenue
3, 34
2 0 8 , 3 74
223 ,466
Cost of sales
(145 ,8 88)
(1 6 0,1 1 4)
Gross profit
62,486
6 3, 352
Other operating income
4
792
76 6
Distribution expenses
(6 ,76 3)
( 7, 8 6 9)
Administrative expenses before separately disclosed items
(4 0 , 0 2 0)
(41, 572)
Acquired intangible amortisation
2, 13
(1 , 5 50)
(1 ,73 1)
Restructuring and transformation costs
2
(2 ,427)
(2 ,5 75)
Project Ignite
2
(5 , 976)
—
Impairment of non‑current assets
2, 13
(89 9)
—
Profit on disposal of a subsidiary
2
—
247
Malaysia manufacturing write‑off
2
(1,390)
—
Recovery of prior year fraud loss
2
190
—
Facilitation payment fraud
2
(211)
(3 8 4)
Impairment of customer receivable upon administration
2
—
(1 ,00 6)
Total administrative expenses
(52 , 28 3)
(4 7, 0 2 1)
Share of gain of associate accounted for using the equity method
35
6
199
Operating profit
5, 6, 7
4, 238
9 ,427
Financial income
8
160
275
Financial expenses
8
(4 , 3 4 1)
(4 , 7 74)
Net financing costs
(4 , 1 8 1)
(4 , 4 9 9)
Profit before taxation
3
57
4, 928
Taxation
9
(1 ,039)
(3 ,888)
(Loss)/profit for the year
attributable to equity shareholders of the Parent Company
(9 82)
1 ,040
(Loss)/profit per share
Basic
25
(0 .7 3)p
0 .7 7p
Diluted
25
(0 .7 3)p
0. 77p
The notes on pages 97 to 149 form part of these financial statements.
Additional Information
Financial Statements
GovernanceStrategic Report
90
Trifast plc Annual Report 2026
Consolidated statement of comprehensive income/expense
for the year ended 31 March 2026
20262025
£000£000
(Loss)/profit for the year
(98 2)
1,0 40
Other comprehensive income/(expense) for the year:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
1
3, 299
(2 , 024)
(Loss)/gain on a hedge of a net investment taken to equity
(1 , 34 9)
675
Other comprehensive income/(expense)
1, 950
(1,349)
Total comprehensive income/(expense) recognised for the year
attributable to the equity shareholders of the Parent Company
968
(30 9)
1. Net of cumulative foreign exchange loss of £nil (FY25: loss of £0.1m) previously recognised in the foreign currency translation reserve reclassified to profit or loss on disposal of a subsidiary. See note 2 for further details
Additional Information
Financial Statements
GovernanceStrategic Report
91
Trifast plc Annual Report 2026
Consolidated statement of changes in equity
for the year ended 31 March 2026
Own
Share Share Merger shares Translation Retained Total
capital premium reserve held reserve earnings equity
£000£000£000£000£000£000£000
Balance at 31 March 2025 (restated)
1
6,806
2 2,5 37
16, 328
(1, 833)
9 ,1 47
62 ,73 6
115 ,721
Total comprehensive income for the year:
Loss for the year
—
—
—
—
—
(9 82)
(9 82)
Other comprehensive income for the year
—
—
—
—
1,9 50
—
1,9 50
Total comprehensive income/(expense) recognised for the year
—
—
—
—
1,9 50
(9 82)
9 68
Issue of share capital (note 24)
4
50
—
—
—
—
54
Share‑based payment transactions (net of tax) (note 22)
—
—
—
—
—
1, 265
1, 265
Other tax‑related equity movements
—
—
—
—
—
27
27
Dividends (note 24)
—
—
—
—
—
(2, 413)
(2 ,41 3)
Total transactions with owners
4
50
—
—
—
(1 ,12 1)
(1,0 67)
Balance at 31 March 2026
6,810
22 , 587
1 6,32 8
(1 ,833)
1 1, 097
60,633
1 15,62 2
Own
Share Share Merger shares Translation Retained Total
capital premium reserve held reserve earnings equity
£000£000£000£000£000£000£000
Balance at 31 March 2024 (previously stated)
1
6,806
22, 537
16 ,328
(2 ,1 9 4)
1 0,496
70 , 20 5
1 24,1 78
Reversal of previously capitalised SaaS implementation costs
1
—
—
—
—
—
(5 , 3 59)
(5, 3 5 9)
Balance at 31 March 2024 (restated)
1
6,806
22, 537
16 ,328
(2 ,1 9 4)
1 0,496
64, 846
118, 819
Total comprehensive income/(expense) for the year:
Profit for the year
—
—
—
—
—
1 ,040
1,0 40
Other comprehensive expense for the year
—
—
—
—
(1,34 9)
—
(1,349)
Total comprehensive (expense)/income recognised for the year
—
—
—
—
(1,349)
1 ,040
(30 9)
Issue of share capital (note 24)
—
—
—
—
—
—
—
Share‑based payment transactions (net of tax) (note 22)
—
—
—
—
—
446
446
Movement in own shares held (note 24)
—
—
—
361
—
(361)
—
Dividends (note 24)
—
—
—
—
—
(3,235)
(3,235)
Total transactions with owners
—
—
—
361
—
(3 , 1 5 0)
(2 ,78 9)
Balance at 31 March 2025 (restated)
1
6,806
22, 537
16 ,328
(1,833)
9,1 47
62, 736
11 5,7 21
1. The prior year comparatives have been restated to reflect the correction of an error relating to the accounting for IT implementation costs in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors. Refer to note 1 and note 36
Additional Information
Financial Statements
GovernanceStrategic Report
92
Trifast plc Annual Report 2026
Company statement of changes in equity
for the year ended 31 March 2026
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Own
shares
held
£000
Retained
earnings
£000
Total
equity
£000
Balance at 31 March 2025 (restated)
1
6,806 22,537 16,328 (1,833) 8,531 52,369
Total comprehensive expense for the year:
Loss for the year — — — — (4,509) (4,509)
Total comprehensive expense recognised for the year — — — — (4,509) (4,509)
Issue of share capital (note 24) 4 50 — — — 54
Share‑based payment transactions (net of tax) (note 22) — — — — 1,265 1,265
Dividends (note 24) — — — — (2,413) (2,413)
Total transactions with owners 4 50 — — (1,148) (1,094)
Balance at 31 March 2026 6,810 22,587 16,328 (1,833) 2,874 46,766
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Own
shares
held
£000
Retained
earnings
£000
Total
equity
£000
Balance at 31 March 2024 (previously stated)
1
6,806 22,537 16,328 (2,194) 19,998 63,475
Reversal of previously capitalised SaaS implementation costs
1
— — — — (5,359) (5,359)
Balance at 31 March 2024 (restated)
1
6,806 22,537 16,328 (2,194) 14,639 58,116
Total comprehensive expense for the year:
Loss for the year — — — — (2,940) (2,940)
Total comprehensive expense recognised for the year — — — — (2,940) (2,940)
Issue of share capital (note 24) — — — — — —
Share‑based payment transactions (net of tax) (note 22) — — — — 428 428
Movement in own shares held (note 24) — — — 361 (361) —
Dividends (note 24) — — — — (3,235) (3,235)
Total transactions with owners — — — 361 (3,168) (2,807)
Balance at 31 March 2025 (restated)
1
6,806 22,537 16,328 (1,833) 8,531 52,369
1. The prior year comparatives have been restated to reflect the correction of an error relating to the accounting for IT implementation costs in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors. Refer to note 1 and note 36
Additional Information
Financial Statements
GovernanceStrategic Report
93
Trifast plc Annual Report 2026
Statements of financial position
at 31 March 2026
Group
Company
2025 2025
2026 £0002026 £000
Note£000
(restated)
1
£000
(restated)
1
Non‑current assets
Property, plant and
equipment
10, 11
18 ,9 02
18 ,593
3
6
Right‑of‑use assets
12
1 8 ,15 9
20, 283
1
30
Intangible assets
13, 14
2 7, 1 5 9
28,03 8
—
—
Equity investments
15, 35
259
353
42,018
42,186
Non‑current trade and
other receivables
19
—
—
63,578
56,837
Deferred tax assets
16, 17
7, 2 9 0
5,919
—
—
Total non‑current assets
7 1, 769
7 3,1 8 6
105,600
99,059
Current assets
Inventories
18
6 4,142
70, 9 12
—
—
Trade and other receivables
19
54, 914
55 ,288
2,241
2,077
Cash and cash equivalents
26
32 ,425
24 , 2 58
1,792
590
Total current assets
151,4 81
150,45 8
4,033
2,667
Total assets
3
223,2 50
2 23,64 4
109,633
101,726
Current liabilities
Trade and other payables
21
3 1,1 73
34,589
2,742
3,081
Right‑of‑use liabilities
12, 20, 26
2, 934
2,805
1
102
Other interest‑bearing loans
and borrowings
20, 26
—
—
11,749
4,547
Provisions
23
—
1, 328
—
—
Tax payable
2,050
2,443
—
—
Total current liabilities
36 ,15 7
41 ,1 65
14,492
7,730
Group
Company
2025 2025
2026 £0002026 £000
Note£000
(restated)
1
£000
(restated)
1
Non‑current liabilities
Other interest‑bearing loans
and borrowings
20, 26
4 8, 375
41, 627
48,375
41,627
Right‑of‑use liabilities
12, 20, 26
1 7, 0 1 5
18 ,513
—
—
Other payables
21
578
543
—
—
Provisions
23
1,600
1 ,623
—
—
Deferred tax liabilities
16, 17
3, 903
4,452
—
—
Total non‑current liabilities
71, 4 71
6 6,75 8
48,375
41,627
Total liabilities
3
1 0 7, 6 2 8
1 0 7, 9 2 3
62,867
49,357
Net assets
115 ,622
11 5 ,721
46,766
52,369
Equity
Share capital
6,810
6,806
6,810
6,806
Share premium
22 , 587
2 2,537
22,587
22,537
Merger reserve
16, 328
1 6, 328
16,328
16,328
Own shares held
(1, 833)
(1,833)
(1,833)
(1,833)
Translation reserves
11 ,0 97
9, 147
—
—
Retained earnings
60,633
62,736
2,874
8,531
Total equity
1 15,62 2
115 ,72 1
46,766
52,369
1. The prior year comparatives have been restated to reflect the correction of an error relating to the
accounting for IT implementation costs in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors. Refer to note 1 and note 36
The loss after tax for the Company is £4. 5m (FY25: loss after tax £2. 9m).
The notes on pages 97 to 149 form part of these financial statements.
These financial statements were approved by the Board of Directors on 1 July 2026 and
were signed on its behalf by:
Iain Percival Kate Ferguson
Director Director
Additional Information
Financial Statements
GovernanceStrategic Report
94
Trifast plc Annual Report 2026
Statements of cash flows
for the year ended 31 March 2026
Group
Company
2026 2025 2026 2025
Note£000£000£000£000
Cash flows from operating activities
(Loss)/profit for the year
(9 82)
1 ,040
(4,509)
(2,938)
Adjustments for:
Depreciation and amortisation
10, 11, 13, 14
4,453
5,38 6
3
724
Right‑of‑use asset depreciation
12
3,660
3, 487
29
26
Unrealised foreign currency loss/(gain)
1,4 22
90
38
(9)
Financial income
8
(1 6 0)
(275)
(791)
(1,084)
Financial expense (excluding right‑of‑use liabilities)
8
3,180
3 ,758
3,604
4,211
Right‑of‑use liabilities’ financial expense
8, 12
1 ,1 61
1 ,016
—
5
Share of gain/(loss) of associate accounted for using the equity method
6
(1 99)
—
—
Loss on sale of property, plant and equipment, intangibles and investments
(56)
(2 6)
—
—
Dividends received
—
—
(2,584)
(7,082)
Equity settled share‑based payment charge
1 , 244
42 6
827
428
Impairment of goodwill and intangible assets
2, 3, 13
370
—
—
—
Gain on termination of right‑of‑use liabilities and expense on lease back
(1 01)
—
(101)
—
Recovery of prior year fraud loss
2
(1 9 0)
—
—
—
Facilitation payment fraud
2
211
384
—
—
Investments and loans/debtors due from subsidiaries written off
—
—
168
—
Gain on sale of disposal of a subsidiary
2
—
(2 47)
—
—
Impairment of right‑of‑use assets and property, plant and equipment
2, 10, 11, 12
529
—
—
—
Non‑cash tax appropriations
143
—
—
—
Taxation expense
9
1, 039
3, 888
25
66
Operating cash inflow/(outflow) before changes in working capital and provisions
15, 929
1 8,7 28
(3,291)
(5,653)
Change in trade and other receivables
1
1,816
(313)
660
1,731
Change in inventories
8 , 07 7
1 ,629
—
—
Change in trade and other payables
(4 , 2 6 4)
49
(309)
801
Change in provisions
(1 ,3 26)
(1 , 03 0)
—
(609)
Cash generated from/(used in) operations
20, 232
1 9,06 3
(2,940)
(3,730)
Tax paid
(3, 495)
(2 ,1 68)
—
(3)
Net cash generated from/(used in) operating activities
16 ,737
1 6,895
(2,940)
(3,733)
1. The Company movement in working capital excludes the impact of a loan novation undertaken during the year as part of the Group's strategy to better manage foreign exchange risk. The transaction was non‑cash in nature
and is disclosed in note 19
Additional Information
Financial Statements
GovernanceStrategic Report
95
Trifast plc Annual Report 2026
Statements of cash flows continued
for the year ended 31 March 2026
Group
Company
2026 2025 2026 2025
Note£000£000£000£000
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
52
292
—
—
Proceeds from sale of assets classified as held for sale
10
—
632
—
—
Interest received
5 47
283
899
877
Investment in an associate
(6 0)
—
—
—
Acquisition of property, plant and equipment and intangibles
10, 11, 13, 14
(3 ,483)
(3 ,42 2)
—
12
Lending to subsidiary undertakings
—
—
(1,239)
(2,192)
Repayment by subsidiary undertakings
—
—
2,859
4,709
Dividends received
163
—
2,584
7,082
Net cash generated (used in)/from investing activities
(2 ,781)
(2 , 21 5)
5,103
10,488
Cash flows from financing activities
Proceeds from the issue of share capital
24
54
—
54
—
Repayment of external loans
32
(2, 180)
—
(2,180)
—
Proceeds from external loans
32
6 ,915
62 9
6,915
629
Proceeds from loans from subsidiaries
—
—
3,265
1,484
Repayment of loans from subsidiaries
—
—
(3,000)
(2,566)
Repayment of right‑of‑use liabilities
12
(3 ,305)
(4 , 4 0 4)
—
(11)
Dividends paid
24
(2 ,4 3 0)
(2 ,426)
(2,430)
(2,426)
Interest paid
(4 , 3 2 5)
(4,672)
(3,585)
(4,185)
Net cash used in financing activities
(5, 27 1)
(10,873)
(961)
(7,075)
Net change in cash and cash equivalents
8,68 5
3 , 8 07
1,202
(320)
Cash and cash equivalents at 1 April
24, 25 8
20, 8 84
590
910
Effect of exchange rate fluctuations on cash held
(51 8)
(433)
—
—
Cash and cash equivalents at 31 March
32 ,42 5
24 , 2 58
1,792
590
Additional Information
Financial Statements
GovernanceStrategic Report
96
Trifast plc Annual Report 2026
Notes to the financial statements
for the year ended 31 March 2026
1 Material accounting policies
a) Material accounting policies
Trifast plc (the ‘Company’) is a public company, limited by shares, incorporated in the
United Kingdom. The registered office details are on page 153.
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 and in conformity with the requirements of the Companies Act 2006
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.
The following standards, amendments to standards and interpretations have been issued
by the IASB but not yet effective:
• Amendment to IFRS 9 and IFRS 7 – Classification and Measurement of Financial
Instruments (effective 1 January 2026)
• IFRS 10 Consolidated Financial Statements – Determination of ‘de facto agent’ (effective
1 January 2026)
• Annual improvements to IFRS Accounting Standards – Volume 11 (effective 1 January 2026)
• IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027)
• IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)
• IAS 21 The Effects of Changes in Foreign Exchange Rates (effective 1 January 2027)
• IFRS 20 Regulatory Assets and Regulatory Liabilities (effective 1 January 2029)
The Group has not decided to adopt these early and is currently assessing the impact
of these accounting standards, amendments to the standards and interpretations.
b) Basis of preparation
The financial statements are prepared in Sterling (which is also the functional currency of
the Parent Company), rounded to the nearest thousand. They are prepared on the historical
cost basis with the exception of certain items which are measured at fair value as disclosed
in the accounting policies below.
The preparation of the financial statements requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the
revision affects only that period or in the period of the revision and future periods if the
revision affects current and future periods.
Judgements made by management in the application of UK‑adopted International
Accounting Standards that have a significant effect on the financial statements, and
estimates with a significant risk of material adjustment in the next financial year, if any,
are discussed in note 29.
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
15 to 19. Detailed information regarding the Group’s current facility levels, liquidity, credit,
interest and foreign exchange risk is provided in note 26.
Current trading and forecasts show that the Group will continue to generate positive EBITDA
and generate cash. The banking facilities and covenants (leverage and interest cover) that
are in place provide appropriate headroom against forecasts based on the current outlook.
There are some headwinds in the global economic environment including the impact of the
tariffs and the elevated interest rate environment; however, should there be adverse factors
beyond expectation, the Directors are confident, given the low levels of leverage within the
business and the expectation that this will reduce further, that these would be mitigated.
As such, the Directors do not consider there to be material uncertainties relating to
events or conditions that may be relevant to the next 12 months from signing of the
annual financial statements, which cast doubt on the going concern status. This is also
the case after performing sensitivity analysis, reverse stress testing scenarios to break
point for the covenants and understanding what this would equate to either increasing
net debt or reducing EBITDA, the key inputs of which have been disclosed on pages 44
and 45. Thus, based on the stress testing performed (excluding the impact of potential
mitigating actions), a breach of the Group’s covenants is considered unlikely. The Group
has substantial headroom against its banking covenants and is not considered sensitive
to reasonably foreseeable changes in trading performance or financing costs. Based on
this analysis, the Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future and therefore
continue to adopt the going concern basis of accounting in preparing the annual financial
statements.
Additional Information
Financial Statements
GovernanceStrategic Report
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
1 Material accounting policies continued
b) Basis of preparation continued
Climate change
Management has assessed the potential impact of CBAM on future cash flows. Based on
historical experience with similar regulatory changes, including the successful pass‑through
of US tariff increases, the Group expects to recover CBAM‑related costs through pricing
adjustments. Accordingly, CBAM does not represent a net incremental cash outflow
and has not been separately reflected in forecast cash flows, which already incorporate
market‑based pricing assumptions. In respect of decarbonisation capital expenditure, only
committed and necessary expenditure is included within the Group’s forecasts. Planned
decarbonisation initiatives are discretionary in nature, with timing and scope subject to
ongoing review, and are therefore not considered unavoidable costs required to maintain
current asset performance under IAS 36. Consequently, such expenditure has not been
included in base case cash flow projections used for impairment testing. Sensitivity analysis
has been performed considering scenarios where cost recovery is partially constrained and
where additional capital expenditure is required. These scenarios do not result in a material
impact on impairment conclusions or going concern assessments.
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 end of the reporting 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 end of the reporting date. The revenues and expenses of foreign operations
are translated to Sterling at average rates of exchange for the period, where this rate
approximates to the foreign exchange rates ruling at the dates of the transactions.
Foreign exchange differences arising on retranslation are recognised in a separate
component of equity, the translation reserve, through other comprehensive income.
They are released into the income statement as part of the gain or loss on disposal.
e) Hedge of net investment in foreign operations
The portion of the gain or loss on an instrument used to hedge a net investment in a foreign
operation that is determined to be an effective hedge is recognised in OCI and presented
in the translation reserve within equity. The ineffective portion is recognised immediately
in the income statement. The effective portion is recycled and recognised in the income
statement upon disposal of the operation.
f) Property, plant and equipment
i) Owned assets
Property, plant and equipment are stated at cost or deemed cost less accumulated
depreciation (see below) and impairment losses (see accounting policy (j)).
ii) Depreciation
Depreciation is charged to the income statement on a straight‑line basis over the
estimated useful lives of each part of an item of property, plant and equipment. Land is not
depreciated. The depreciation rates are as follows:
Freehold and long leasehold buildings —  2% per annum on a straight‑line basis or the
period of the lease
Short leasehold properties — period of the lease
Leasehold improvements — period of the lease
Motor vehicles — 20–25% per annum on a straight‑line basis
Plant and machinery — 10–20% per annum on a straight‑line basis
Fixtures, fittings and office equipment —  10–25% per annum on a straight‑line basis
When parts of an item of property, plant and equipment have different useful lives, those
components are accounted for as separate items of property, plant and equipment. Where
relevant, residual values are reassessed annually.
Additional Information
Financial Statements
GovernanceStrategic Report
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
1 Material accounting policies continued
f) Property, plant and equipment continued
iii) Right‑of‑use leases
The Group’s leases primarily comprise right‑of‑use assets regarding land and buildings,
motor vehicles and equipment which it uses for its daily operations. Short‑term leases (<12
months) and leases for which the underlying asset is of a low value (<£4,000) are excluded.
The Group recognises a right‑of‑use asset and a lease liability at the lease commencement
date. The right‑of‑use asset is initially measured at cost, and subsequently at cost less any
accumulated depreciation and impairment losses. The right‑of‑use asset is subsequently
depreciated using the straight‑line method from the lease commencement date to the end
of the lease term. In addition, the right‑of‑use asset is periodically reduced by impairment
losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments (excluding
non‑lease components) that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the lessee’s
incremental borrowing rate. Generally, the Group uses its incremental borrowing rate.
The lease liabilities are subsequently increased by the interest cost on the lease liability and
decreased by lease payments made. The liability will be remeasured if there is a change in
the future lease payments or if there are changes in the estimated length of the lease.
The lease period is established as the non‑cancellable period together with the opportunity
to extend the lease if the lessee is reasonably certain to utilise that option, and periods
covered by an opportunity to terminate the lease if the lessee is reasonably certain not to
utilise that option.
When the Group renegotiates the contractual terms of a lease with the lessor, the
accounting depends on the nature of the modification:
If the renegotiation results in one or more additional assets being leased for an amount
commensurate with the standalone price for the additional rights‑of‑use obtained, the
modification is accounted for as a separate lease in accordance with the above policy.
In all other cases where the renegotiation increases the scope of the lease (whether that
is an extension to the lease term, or one or more additional assets being leased), the lease
liability is remeasured using the discount rate applicable on the modification date, with the
right‑of‑use asset being adjusted by the same amount.
If the renegotiation results in a decrease in the scope of the lease, both the carrying
amount of the lease liability and right‑of‑use asset are reduced by the same proportion to
reflect the partial or full termination of the lease, with any difference recognised in profit
or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the
amount of the renegotiated payments over the renegotiated term, with the modified lease
payments discounted at the rate applicable on the modification date. The right‑of‑use asset
is adjusted by the same amount.
The Group sometimes negotiates break clauses in its property leases. On a case‑by‑case
basis, the Group will consider whether the absence of a break clause would expose the
Group to excessive risk.
Typically, factors considered in deciding to negotiate a break clause include:
• The length of the lease term
• The economic stability of the environment in which the property is located
• Whether the location represents a new area of operations for the Group
iv) Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and equipment
the cost of replacing part of such an item when that cost is incurred, if it is probable that
the future economic benefits embodied within the item will flow to the Group and the
cost of the item can be measured reliably. All other costs are recognised in the income
statement as an expense as incurred.
g) Intangible assets
i) On business combinations
All business combinations are accounted for by applying the acquisition method. In respect
of business combinations that have occurred since 1 April 2004, goodwill represents the
difference between the fair value of the consideration transferred and the fair value of
the net identifiable assets acquired. Identifiable intangibles are those which can be sold
separately or which arise from legal rights regardless of whether those rights are separable.
Costs related to the acquisition, other than those associated with the issue of debt or equity
securities, are expensed as incurred. Any contingent consideration payable is recognised at
fair value at the acquisition date. For non‑equity amounts, any subsequent changes to the
fair value are recognised in the profit and loss.
Positive goodwill arising on acquisitions is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash generating units and is not amortised but is tested
annually for impairment (see accounting policy (j)).
ii) Other intangible assets
The expenditure capitalised as software is directly attributable to the design, configuration
and build of systems controlled by the Group and includes the cost of materials and external
consultants, together with an appropriate allocation of directly attributable overheads. In
assessing whether configuration and customisation costs incurred in cloud computing or
Software‑as‑a‑Service (SaaS) arrangements are eligible for capitalisation, the Group assesses
whether it controls a separately identifiable software asset. Costs are capitalised only where the
Group controls the underlying asset and it is probable that future economic benefits attributable
to the asset will flow to the Group. Where the Group does not control the underlying software
application, such costs are recognised in the income statement as the related services are received.
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
accumulated impairment losses.
Intangible assets other than goodwill that are acquired by the Group are stated at cost less
accumulated amortisation 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.
Additional Information
Financial Statements
GovernanceStrategic Report
99
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
1 Material accounting policies continued
g) Intangible assets continued
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 end of reporting 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%
Marketing – related — 8.3% to 20%
Other — 20% to 33%
h) Non‑derivative financial instruments
i) Investments in subsidiaries and associates
Investments in subsidiaries and associates are held in the Company statement of financial
position at historic cost net of any impairment (see accounting policy (j)).
ii) Trade and other receivables
Trade and other receivables are recognised initially at the transaction price when they
originated and subsequently at amortised cost less impairment losses (see accounting
policy (j)). Interest income, foreign exchange gains and losses and impairment are
recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
iii) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original
maturity of three months or less. Bank overdrafts that are repayable on demand and form
an integral part of the Group’s cash management are included as a component of cash and
cash equivalents only for the purpose of the statements of cash flows.
iv) Interest‑bearing borrowings
Interest‑bearing borrowings are recognised initially at fair value net of any transaction
costs. Subsequent to initial recognition, interest‑bearing borrowings are stated at amortised
cost using the effective interest method. Interest expense and foreign exchange gains and
losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised
in profit or loss.
v) Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequently, they are
measured at amortised cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
i) Inventories
Inventories are stated at the lower of cost and net realisable value with provision being
made for obsolete and slow‑moving items. This policy is applied consistently across the
Group; however, the estimation techniques used by the subsidiaries vary depending on the
underlying data available. In determining the cost of raw materials, consumables and goods
purchased for resale, a first‑in first‑out purchase price is used and includes expenditure
incurred in acquiring the inventories and bringing them to their existing location and
condition. For a small number of locations, weighted average purchase price is used where
this is suitable for the business, the nature of the inventory and is calculated on a consistent
basis year on year. For work in progress and finished goods manufactured by the Group,
cost is taken as production cost, which includes an appropriate proportion of attributable
overheads based on normal operating capacity. See note 29 for the Group’s inventory
provisioning policy.
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 end of
reporting date to determine whether there is any indication of impairment.
Financial assets measured at amortised cost and contract assets (as defined in IFRS 15) are
considered to be credit impaired if evidence indicates that one or more events has had a
negative effect on the estimated future cash flows of that asset.
When determining whether evidence indicates there is a negative effect on estimated
future cash flows, the Company considers reasonable and supportable information that
is relevant and available without undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Company’s historical experience and
informed credit assessment and including forward‑looking information.
Loss allowances for expected credit losses (ECLs) are recognised when they are expected
to arise as the present value of all cash shortfalls (i.e. the difference between the cash flows
due to the entity in accordance with the contract and the cash flows that the Company
expects to receive). ECLs are discounted at the effective interest rate of the financial asset
where appropriate. The Company measures loss allowances at an amount equal to lifetime
ECL, except for other debt securities and bank balances for which credit risk (i.e. the risk
of default occurring over the expected life of the financial instrument) has not increased
significantly since initial recognition, which are measured as 12‑month ECL.
The Group uses a simplified approach and practical expedients such as ageing buckets
and uses historical loss rates adjusted for current and forward‑looking information.
Additional Information
Financial Statements
GovernanceStrategic Report
100
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
1 Material accounting policies continued
j) Impairment continued
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 end of reporting 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.
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.
Additional Information
Financial Statements
GovernanceStrategic Report
101
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
1 Material accounting policies continued
m) Provisions
A provision is recognised in the statement of financial position 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.
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 end of the reporting 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 end of the reporting 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.
Additional Information
Financial Statements
GovernanceStrategic Report
102
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
1 Material accounting policies continued
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.
t) Separately disclosed items (see note 2)
The Board exercises judgement in determining the classification of certain items as
‘separately disclosed items’ using quantitative and qualitative factors. In determining
whether an item should be presented as a separately disclosed item, the Group considers
items which are significant either because of their size or their nature, and which may be
non‑recurring. For an item to be considered as a separately disclosed item, it must initially
meet at least one of the following criteria:
• Its size is significant in the context of the element of the results or balance it relates to
• The nature of the item is outside the normal or core business activities
• It may span accounting periods but is not expected to recur routinely in future periods
If an item meets at least one of the criteria, the Board then exercises judgement as
to whether the item should be classified as a separately disclosed item. In exercising
this judgement, the Board also takes into account consistency with any disclosures in
prior periods.
Separate presentation of ‘separately disclosed items’ is intended to enhance full
understanding of the financial performance of the Group in the particular year under review
and the extent to which results are influenced by material unusual and/or non‑recurring
items. The Directors review segmental results under an underlying basis before these
‘separately disclosed items’ to analyse the performance of operating segments.
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.
v) Other operating income
Other operating income comprises rental income, manufacturing investment tax credits
and research and development (R&D) income arising in the normal course of business.
Rental income is recognised on a straight‑line basis over the lease term. Manufacturing
investment tax credits and R&D income are recognised where there is reasonable assurance
that the income will be received and all related conditions will be complied with, and are
recognised on a systematic basis over the periods in which the related costs are recognised.
w) Prior year restatement for implementation costs of cloud computing
SaaS arrangements
During the year, the Group identified an error in the accounting treatment applied to
certain costs incurred in implementing cloud computing Software‑as‑a‑Service (SaaS)
arrangements following consideration of the April 2021 International Financial Reporting
Interpretations Committee (IFRIC) agenda decision relating to configuration and
customisation costs in a cloud computing arrangement. The costs previously capitalised
primarily related to the implementation of the Group’s cloud‑based Enterprise Resource
Planning (ERP) system (Microsoft Dynamics 365) under ‘Project Atlas’.
Under IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the Group
has corrected the prior period error retrospectively. Configuration and customisation costs
incurred in SaaS arrangements are expensed where they do not give rise to an identifiable
intangible asset controlled by the Group. See note 36 for the impact of the restatement.
The restatement represents a non‑cash adjustment. The Group consolidated prior year
comparatives have been restated to derecognise previously capitalised SaaS‑related costs
amounting to £5.4m in the year ended 31 March 2024. The impact of the restatement
reduced Group and Company retained earnings at 1 April 2024 by £5.4m and reduced
Group and Company assets on the prior year statement of financial position by £5.4m.
Additional Information
Financial Statements
GovernanceStrategic Report
103
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
2 Underlying profit before tax and separately disclosed items
2026 2025
Note £000 £000
Underlying profit before tax
12,320
10,377
Separately disclosed items within
administrative expenses
Acquired intangible amortisation
13
(1,550)
(1,731)
Restructuring and transformation costs
(2,427)
(2,575)
Project Ignite
(5,976)
—
Impairment of non‑current assets
13
(899)
—
Impairment of customer receivable
on administration
—
(1,006)
Malaysia manufacturing write‑off
(1,390)
—
Recovery of prior year fraud loss
190
—
Facilitation payment fraud
(211)
(384)
Profit on disposal of a subsidiary
—
247
Profit before tax
57
4,928
2026 2025
Note £000 £000
Underlying EBITDA
31
23,064
22,018
Separately disclosed items within
administrative expenses
Restructuring and transformation costs
(2,427)
(2,575)
Project Ignite
(5,976)
—
Impairment of non‑current assets
13
(899)
—
Impairment of customer receivable
on administration
—
(1,006)
Malaysia manufacturing write‑off
(1,390)
—
Recovery of prior year fraud loss
190
—
Facilitation payment fraud
(211)
(384)
Profit on disposal of a subsidiary
—
247
EBITDA
12,351
18,300
Acquired intangible amortisation
13
(1,550)
(1,731)
Depreciation, right‑of‑use assets and
non‑acquired amortisation
(6,563)
(7,142)
Operating profit
4,238
9,427
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
Restructuring and transformation costs
Restructuring and transformation costs of £2.4m (FY25: £2.6m) comprise costs incurred in
connection with transformation initiatives approved by management following the launch of
the Group’s strategy at the end of FY24. These initiatives are focused on margin management,
focused growth, operational efficiency and organisational effectiveness. The costs primarily
include transformation‑related implementation costs, redundancy expenses and other costs
directly attributable to the execution of these initiatives. While transformation activity forms
part of the ongoing management of the business, the scale and concentration of these costs
in the period are not considered representative of the Group’s ongoing operating cost base.
Project Ignite
During the year, the Group incurred costs of £6.0m in relation to the implementation of
its cloud‑based Enterprise Resource Planning (ERP) system (Microsoft Dynamics 365).
In accordance with the IFRIC agenda decision on configuration and customisation costs
in cloud computing SaaS arrangements and the requirements of IAS 38 Intangible Assets,
these costs have been expensed as incurred as the Group does not control the underlying
software and the expenditure does not give rise to a separately identifiable intangible asset.
Accordingly, costs relating to the design, configuration, customisation and implementation
have been recognised in the income statement. Given the scale and strategic nature of the
ERP transformation programme, these costs have been presented as separately disclosed
items. Project Ignite is expected to conclude in FY27 at an estimated further cost of £3.2m.
Malaysia manufacturing write‑off
During the year, the Group recognised exceptional inventory and tooling write‑offs
in Malaysia following the Board‑approved decision under Project Tiger to exit
manufacturing operations. An exceptional inventory provision of £0.5m was recorded for
programme‑specific materials rendered unrecoverable following end‑of‑production notices
and the removal of future consumption routes. In addition, existing tooling balances of
£0.9m were written off due to the short remaining manufacturing horizon.
Impairment of non‑current assets
Impairment of non‑current assets in FY26 of £0.9m comprised £0.5m relating to TR
Fastenings Inc. (Houston), including £0.4m in respect of right‑of‑use assets and £0.1m of
property, plant and equipment, and £0.4m relating to goodwill associated with Precision
Technology Solutions (PTS). The impairments reflect a reassessment of the recoverable
amount of the respective cash‑generating units based on updated assumptions regarding
future performance and market conditions. The charges are non‑cash in nature and arise
from valuation adjustments. Accordingly, management has excluded these impairments
from underlying performance measures used internally to assess period‑on‑period
operating performance. Further details are provided in note 13.
Additional Information
Financial Statements
GovernanceStrategic Report
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
2 Underlying profit before tax and separately disclosed items continued
Event‑driven items continued
Impairment of customers receivable on administration
On 27 June 2024, one of the Group’s customers entered into administration. As a result,
an impairment charge of £1.0m was recognised in respect of the outstanding receivable
balance at the date of administration. This impairment relates to a specific counterparty
credit event and does not reflect a broader deterioration in the Group’s underlying credit
risk profile. The charge has therefore been presented as a separately disclosed item.
Recovery of prior year fraud loss
During the year, the Group recognised an insurance recovery of £0.2m relating to a prior
year facilitation payment fraud incident involving an impersonation scam, for which a
£0.4m provision was recognised in FY25. The income has been presented separately and
not netted against the current year loss, as it relates to a different reporting period and
does not meet the IFRS criteria for offsetting. No further recoveries are expected.
Facilitation payment fraud
During the year, the Group identified an incident of external fraud in an overseas jurisdiction
involving an impersonation scam, resulting in an unauthorised payment of £0.2m. The
Group maintains insurance coverage for such events; however, as the loss fell below the
applicable policy excess, no recovery has been recognised. This matter was previously
disclosed as a subsequent event in the Group’s prior year Annual Report. In addition,
separately disclosed items in FY25 included a provision of £0.4m in respect of a similar
facilitation payment fraud incident, for which an insurance recovery has been recognised
in the current year as disclosed above.
Profit on disposal of a subsidiary
The profit on disposal of a subsidiary of £0.2m relates to the sale of TR Norge AS to Otto
Olsen on 3 April 2024. The subsidiary was disposed of for consideration of £0.7m, net of
direct disposal costs. This resulted in a profit of £0.2m after taking into account the net assets
disposed of £0.4m and the recycling of a cumulative translation reserve loss of £0.1m.
Management uses underlying performance measures to assist users of the financial
statements in understanding the Group’s period‑on‑period trading performance. These
measures exclude items that are significant in size or volatility, or which primarily relate
to valuation, structural changes or discrete events rather than the underlying operational
performance of the Group during the period. The Group’s statutory results prepared in
accordance with IFRS remain the primary measure of financial performance. Reconciliations
between underlying and statutory measures are provided in note 31. Underlying measures
are not defined by IFRS and therefore may not be directly comparable with similar
measures presented by other companies. The exclusion of separately disclosed items may
result in underlying measures being either higher or lower than the corresponding statutory
measures for the period.
3 Operating segmental analysis
Segment information, as discussed in note 1(q), is presented in the consolidated financial
statements in respect of the Group’s geographical segments. This reflects the Group’s
management and internal reporting structure, and the operating basis on which individual
operations are reviewed by the Chief Operating Decision Maker (the Executive Leadership
Team). Performance is measured based on each segment’s underlying operating result
as included in the internal management reports that are reviewed by the Chief Operating
Decision Maker. This is used to measure performance as management believes that such
information is the most relevant in evaluating the results of certain segments relative to
other entities that operate within the industry.
Inter‑segment pricing is determined on an arm’s length basis. Segment results, assets
and liabilities include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis.
Goodwill and intangible assets acquired on business combinations are included in the
region to which they relate.
Geographical operating segments
The Group is comprised of the following main geographical operating segments:
• UK & Ireland
• Europe: includes Sweden, Hungary, Holland, Italy, Germany and Spain
• North America
• Asia: includes Malaysia, China, Singapore, Taiwan, Thailand and India
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.
Additional Information
Financial Statements
GovernanceStrategic Report
105
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
3 Operating segmental analysis continued
Geographical operating segments continued
North Common
UK & Ireland Europe America Asia amounts Total
March 2026 £000 £000 £000 £000 £000 £000
Revenue
Revenue from external customers
61,580
74,196
32,685
39,913
—
208,374
Inter‑segment revenue (eliminated on consolidation)
2,678
1,594
866
6,359
—
11,497
Total revenue
64,258
75,790
33,551
46,272
—
219,871
Underlying operating result
4,475
8,593
3,130
5,043
(4,740)
16,501
Net financing costs
(463)
(699)
(671)
400
(2,748)
(4,181)
Underlying segment result
4,012
7,894
2,459
5,443
(7,488)
12,320
Separately disclosed items (see note 2)
(899)
(3,035)
(2,461)
(4,591)
(1,277)
(12,263)
Profit/(loss) before tax
3,113
4,859
(2)
852
(8,765)
57
Specific disclosure items
Depreciation and amortisation
2,529
3,174
805
1,497
108
8,113
Assets and liabilities
Non‑current asset additions
983
1,450
223
2,969
814
6,439
Non‑current assets
1
24,810
13,827
3,120
21,824
898
64,479
Segment assets
67,492
67, 877
25,545
56,695
5,641
223,250
Segment liabilities
(21,476)
(19,054)
(3,312)
(10,004)
(53,782)
(107,628)
1. Non‑current assets exclude financial instruments and deferred tax
Additional Information
Financial Statements
GovernanceStrategic Report
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
3 Operating segmental analysis continued
Geographical operating segments continued
North Common
UK & Ireland Europe America Asia amounts Total
March 2025 £000 £000 £000 £000 £000 £000
Revenue
Revenue from external customers
69,126
77,171
32,978
44,191
—
223,466
Inter‑segment revenue (eliminated on consolidation)
3,036
1,659
131
7,356
—
12,182
Total revenue
72,162
78,830
33,109
51,547
—
235,648
Underlying operating result
2,927
6,926
3,008
8,846
(6,831)
14,876
Net financing costs
(65)
(916)
(873)
462
(3,107)
(4,499)
Underlying segment result
2,862
6,010
2,135
9,308
(9,938)
10,377
Separately disclosed items (see note 2)
(1,201)
(2,060)
(381)
(432)
(1,375)
(5,449)
Profit/(loss) before tax
1,661
3,950
1,754
8,876
(11,313)
4,928
Specific disclosure items
Depreciation and amortisation
(2,357)
(3,287)
(840)
(1,552)
(837)
(8,873)
Assets and liabilities
Non‑current asset additions
6,046
4,695
198
863
—
11,802
Non‑current assets
1
26,768
16,317
4,297
19,733
5,510
72,626
Segment assets
71,186
69,946
24,322
56,468
7,081
229,003
Segment liabilities
(22,454)
(20,041)
(4,282)
(10,497)
(50,586)
(107,860)
1. Non‑current assets exclude financial instruments and deferred tax
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, £8.6m (FY25: £6.2m) was sold into the European market. Of the Asian external revenue, £3.8m (FY25: £4.4m) was sold into the North American market and £3.5m (FY25: £3.2m)
was sold into the European market.
Within UK & Ireland, TR Fastenings Ltd has revenue of £44.6m (FY25: £53.1m) and non‑current assets of £3.1m (FY25: £2.9m).
Within Europe, TR Italy has revenue of £23.6m (FY25: £27.0m) and non‑current assets of £7.7m (FY25: £8.0m).
Within Asia, TR Formac Singapore has revenue of £17.0m (FY25: £19.9m) and non‑current assets of £4.4m (FY25: £4.2m).
Revenue is derived solely from the manufacture and logistical supply of industrial fasteners and Category ‘C’ components.
Additional Information
Financial Statements
GovernanceStrategic Report
107
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
4 Other operating income
2026 2025
£000 £000
Rental income received from freehold properties
102
20
Other income
690
746
792
766
Other income primarily includes tax credits for manufacturing investments in Industry 4.0
at TR Italy of £0.3m (FY25: £0.4m).
Included within other income is <£0.1m (FY25: <£0.1m) of R&D tax credits.
5 Expenses and auditor’s remuneration
Included in profit for the year are the following:
2026 2025
Note £000 £000
Depreciation and non‑acquired
amortisation
10, 13
2,903
3,655
Right‑of‑use assets depreciation
12
3,660
3,487
Amortisation of acquired intangibles
13
1,550
1,731
Short‑term/low‑value lease expense
12
325
309
Net foreign exchange loss/(gain)
673
(198)
Profit on disposal of fixed assets
(50)
(26)
The employee benefit expense recognised in the year is disclosed in note 22.
Auditor’s remuneration:
2026 2025
£000 £000
Audit of these financial statements
433
439
Audit of financial statements of subsidiaries pursuant
to legislation
570
531
Total
1,003
970
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
2026
2025
2026
2025
Office and management
93
107
—
—
Manufacturing
269
310
—
—
Sales
155
178
—
—
Operations
503
581
—
—
1,02 0
1,176
—
—
The aggregate payroll costs of these people were as follows:
Group
Company
£000
£000
2026
2025
2026
2025
Wages and salaries
(including accrued bonus)
37,737
41,844
—
—
Share‑based payments
1,244
426
1,244
428
Social security costs
4,979
4,544
—
—
Contributions to defined
contribution plans (see
note 22)
1,831
2,176
—
—
45,791
48,990
1,244
428
Additional Information
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GovernanceStrategic Report
108
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
7 Directors’ emoluments
2026 2025
£000 £000
Directors’ emoluments
1,086
945
Compensation for loss of office
—
—
Company contributions to money purchase pension plans
15
12
Pension cash payments
15
20
1,116
977
The emoluments of individual Directors are shown in the remuneration report on pages 66
to 80.
The aggregate emoluments of the highest paid Director excluding pensions was £0.43m
(FY25: £0.44m), which included no vested LTIP or deferred equity award (FY25: £nil),
Company pension contributions of £nil (FY25: £nil) made to a money purchase scheme on
his behalf and pension cash payments of £20,000 (FY25: £20,000). During the year, no
SAYE share options were exercised by the highest paid Director (FY25: nil) and no deferred
equity shares were exercised by the highest paid Director (FY25: nil).
The annual IFRS 2 charges relating to Board share option schemes was £0.7m
(FY25: £0.3m). The highest paid Director’s element of this charge was £0.4m
(FY25: £0.2m).
Number of Directors
2026
2025
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 66 to 80 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
2026 2025
£000 £000
Financial income
Interest income on financial assets
160
275
Financial expenses
Interest payable on bank loans, IFRS 16 right‑of‑use
liabilities
4,341
4,774
FY26 includes £1.2m of interest on the right‑of‑use liabilities in compliance with IFRS 16, see
note 12 (FY25: £1.0m).
9 Taxation
2026 2025
Recognised in the income statement £000 £000
Current UK tax expense:
Current year
518
65
Adjustments for prior years
—
2
518
67
Current foreign tax expense:
Current year
2,192
3,259
Adjustments for prior years
36
(91)
2,228
3,168
Total current tax
2,746
3,235
Deferred tax expense (note 16):
Origination and reversal of temporary differences
(1,687)
1,248
Adjustments for prior years
(20)
(595)
Deferred tax income
(1,707)
653
Tax in income statement
1,039
3,888
Additional Information
Financial Statements
GovernanceStrategic Report
109
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
9 Taxation continued
2026 2025
£000 £000
Deferred tax recognised directly in equity
(213)
31
Total tax recognised in equity
(213)
31
2026 ETR 2025 ETR
Reconciliation of effective tax rate (ETR) and tax expense £000 % £000 %
(Loss)/profit for the period
(982)
1,040
Tax from continuing operations
1,039
3,888
Profit before tax
57
4,928
Tax using the UK corporation tax rate of 25% (FY25: 25%)
14
25
1,232
25
Tax suffered on dividends
698
1,225
203
4
Non‑deductible expenses
423
742
1,917
38
Non‑taxable receipts
(92)
(161)
(391)
(7)
IFRS 2 share option charge
302
530
(16)
—
Deferred tax assets not recognised
(134)
(235)
2,247
45
Different tax rates on overseas earnings
(208)
(365)
(619)
(12)
Adjustments in respect of prior years
36
63
(685)
(13)
Total tax in income statement
1,039
1,824
3,888
80
Additional Information
Financial Statements
GovernanceStrategic Report
110
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
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 2024
13,572
4,478
38,435
8,918
1,050
66,453
Additions
76
518
1,246
1,030
—
2,870
Assets classified as held for sale
—
—
—
—
—
—
Disposals
—
(14)
(4,526)
(932)
(13)
(5,485)
Transfers/reallocations
—
—
(4)
(24)
—
(28)
Effect of movements in foreign exchange
(162)
(34)
(517)
(79)
(24)
(816)
Balance at 31 March 2025
13,486
4,948
34,634
8,913
1,013
62,994
Balance at 1 April 2025
13,486
4,948
34,634
8,913
1,013
62,994
Additions
34
407
1,173
1,146
28
2,788
Disposals
—
(152)
(991)
(1,454)
(109)
(2,706)
Transfers/reallocations
—
75
30
(154)
(24)
(73)
Effect of movements in foreign exchange
624
47
1,423
143
26
2,263
Balance at 31 March 2026
14,144
5,325
36,269
8,594
934
65,266
Depreciation and impairment
Balance at 1 April 2024
5,167
1,611
32,276
7,511
818
47,383
Depreciation charge for the year
214
358
1,793
455
69
2,889
Assets classified as held for sale
—
—
—
—
—
—
Disposals
—
(14)
(4,525)
(694)
(13)
(5,246)
Transfers/reallocations
—
—
(4)
(24)
—
(28)
Impairment loss
—
—
—
—
—
—
Effect of movements in foreign exchange
(96)
(23)
(398)
(61)
(19)
(597)
Balance at 31 March 2025
5,285
1,932
29,142
7,1 87
855
44,401
Additional Information
Financial Statements
GovernanceStrategic Report
111
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
Land and Leasehold Plant and Fixtures and Motor
buildings improvements equipment fittings vehicles Total
£000 £000 £000 £000 £000 £000
Balance at 1 April 2025
5,285
1,932
29,142
7,187
855
44,401
Depreciation charge for the year
211
435
1,639
515
87
2,887
Disposals
—
(152)
(987)
(1,437)
(92)
(2,668)
Transfers/reallocations
—
26
22
(48)
—
—
Impairment loss
1
—
21
61
49
5
136
Effect of movements in foreign exchange
229
34
1,204
119
22
1,608
Balance at 31 March 2026
5,725
2,296
31,081
6,385
877
46,364
Net book value
At 31 March 2024
8,405
2,867
6,159
1,407
232
19,070
At 31 March 2025
8,201
3,016
5,492
1,726
158
18,593
At 31 March 2026
8,419
3,029
5,188
2,209
57
18,902
1. An impairment charge was recognised in respect of TR Fastenings Inc. (Houston); see note 13 for further details
Included in the net book value of land and buildings is £7.4m (FY25: £8.2m) of freehold land and buildings. Within this figure, there is £1.5m (FY25: £1.6m) of buildings that are on long
leasehold land.
The Group had commitments for future capital expenditure not provided for in the accounts of £nil (FY25: £0.2m).
10 Property, plant and equipment – Group continued
Additional Information
Financial Statements
GovernanceStrategic Report
112
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
11 Property, plant and equipment – Company
Plant andFixtures and
machinery fittings Total
£000£000£000
Cost
Balance at 1 April 2024
13
582
595
Additions
—
3
3
Balance at 31 March 2025
13
585
598
Balance at 1 April 2025
13
585
598
Additions
—
—
—
Balance at 31 March 2026
13
585
598
Depreciation and impairment
Balance at 1 April 2024
12
578
590
Depreciation charge for the year
1
1
2
Balance at 31 March 2025
13
579
592
Balance at 1 April 2025
13
579
592
Depreciation charge for the year
—
3
3
Balance at 31 March 2026
13
582
595
Net book value
At 1 April 2024
1
4
5
At 31 March 2025
—
6
6
At 31 March 2026
—
3
3
12 IFRS 16 – Group
All leases are accounted for by recognising a right‑of‑use asset and a lease liability
except for:
• Leases of low‑value assets
• Leases with a duration of 12 months or less
Lease liabilities are measured at the present value of the contractual payments due to
the lessor over the lease term, with the discount rate determined by reference to the rate
inherent in the lease unless (as is typically the case) this is not readily determinable, in
which case the lessee’s incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease liability if they
depend on an index or rate. In such cases, the initial measurement of the lease liability
assumes the variable element will remain unchanged throughout the lease term. Other
variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
• Amounts expected to be payable under any residual value guarantee
• The exercise price of any purchase option granted in favour of the Group if it is
reasonably certain to access that option
• Any penalties payable for terminating the lease, if the term of the lease has been
estimated on the basis of termination option being exercised
Right‑of‑use assets are initially measured at the amount of the lease liability, reduced
for any lease incentives received, and increased for:
• Lease payments made at or before commencement of the lease
• Initial direct costs incurred
• The amount of any provision recognised where the Group is contractually required
to dismantle, remove or restore the leased asset
Subsequent to initial measurement, lease liabilities increase as a result of interest charged
at a constant rate on the balance outstanding and are reduced for lease payments made.
Right‑of‑use assets are depreciated on a straight‑line basis over the remaining term of
the lease.
When the Group revises its estimate of the term of any lease (because, for example,
it re‑assesses the probability of a lessee extension or termination option being exercised),
it adjusts the carrying amount of the lease liability to reflect the payments to make over the
revised term, which are discounted using a revised discount rate. The carrying value of lease
liabilities is similarly revised when the variable element of future lease payments dependent
on a rate or index is revised, which are discounted at the same discount rate that applied
on lease commencement. In both cases, an equivalent adjustment is made to the carrying
value of the right‑of‑use asset, with the revised carrying amount being amortised over the
remaining (revised) lease term.
At 31 March 2026, 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.
Additional Information
Financial Statements
GovernanceStrategic Report
113
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
12 IFRS 16 – Group continued
Right‑of‑use assets (Group)
Land and Motor
buildings vehicles Equipment Total
£000 £000 £000 £000
At 1 April 2024
15,227
1,153
70
16,450
Lease extensions
488
—
—
488
New leases
4,684
172
18
4,874
Rent review
2,322
262
1,005
3,589
Depreciation
(2,850)
(545)
(92)
(3,487)
Disposals
(1,501)
—
—
(1,501)
Impairment
34
—
—
34
Foreign exchange
movements
(150)
(8)
(6)
(164)
At 1 April 2025
18,254
1,034
995
20,283
Lease extensions
300
—
—
300
New leases
98
423
476
997
Rent review
400
3
(3)
400
Depreciation
(2,915)
(574)
(171)
(3,660)
Disposals
—
—
—
—
Impairment
1
(393)
—
—
(393)
Foreign exchange
movements
164
24
44
232
At 31 March 2026
15,908
910
1,341
18,159
1. An impairment charge was recognised in respect of TR Fastenings Inc. (Houston); see note 13 for
further details
Right‑of‑use assets and liabilities disposal of £1.5m and £1.7m respectively in FY25 relates
to PTS early exit of lease during the year.
Right‑of‑use liabilities (Group)
Land and Motor
buildings vehicles Equipment Total
£000 £000 £000 £000
At 1 April 2024
17,058
1,295
70
18,423
Lease extensions
488
—
—
488
New leases
4,231
172
18
4,421
Rent review
2,322
262
1,005
3,589
Lease payments
(3,915)
(703)
(115)
(4,733)
Interest
912
70
34
1,016
Disposals
(1,701)
—
—
(1,701)
Foreign exchange
movements
(182)
(4)
1
(185)
At 1 April 2025
19,213
1,092
1,013
21,318
Lease extensions
300
—
—
300
New leases
98
423
476
997
Rent review
400
3
(3)
400
Lease payments
(3,549)
(708)
(209)
(4,466)
Interest
1,012
75
74
1,161
Disposals
(101)
—
—
(101)
Foreign exchange
movements
271
27
42
340
At 31 March 2026
17,644
912
1,393
19,949
2026 2025
£000 £000
Short‑term lease expense
304
265
Low‑value lease expense
21
44
Aggregate undiscounted future commitments
for short‑term and low‑value leases
2
13
Additional Information
Financial Statements
GovernanceStrategic Report
114
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
12 IFRS 16 – Group continued
Right‑of‑use liabilities (Group) continued
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 2026
Right‑of‑use liabilities
2,934
2,822
5,422
8,771
19,949
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 2025
Right‑of‑use liabilities
2,805
2,293
7,257
8,963
21,318
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 payments that
are variable at the end of the reporting date.
Lease Fixed Variable
contracts payments payments Sensitivity
(number) % % £000
Property leases with
periodic uplifts to market
rentals or inflation
5
—
3
5
Property leases with
fixed payments
95
86
—
—
Leases of equipment
and vehicles
147
11
—
—
At 31 March 2026
247
97
3
5
Lease Fixed Variable
contracts payments payments Sensitivity
(number) % % £000
Property leases with
periodic uplifts to market
rentals or inflation
6
—
3
7
Property leases with
fixed payments
33
88
—
—
Leases of equipment
and vehicles
119
9
—
—
At 31 March 2025
158
97
3
7
Additional Information
Financial Statements
GovernanceStrategic Report
115
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
13 Intangible assets – Group
Assets under
course of
construction Software Total
£000 £000 Goodwill Other £000
(restated)
1
(restated)
1
£000 £000
(restated)
1
Cost
Balance at 1 April 2024
—
1,262
47,454
23,327
72,043
Additions
—
—
—
74
74
Transfers
—
—
—
(12)
(12)
Effect of movements in foreign exchange
—
—
(609)
(399)
(1,008)
Balance at 31 March 2025
—
1,262
46,845
22,990
71,097
Balance at 1 April 2025
—
1,262
46,845
22,990
71,097
Additions
382
207
—
106
695
Transfers
2
—
41
—
—
41
Effect of movements in foreign exchange
—
—
893
515
1,408
Balance at 31 March 2026
382
1,510
47,738
23,611
73,241
Amortisation and impairment
Balance at 1 April 2024
—
541
24,999
15,604
41,144
Amortisation for the year
—
721
—
1,776
2,497
Disposals
—
—
—
12
12
Effect of movements in foreign exchange
—
—
(299)
(293)
(592)
Balance at 31 March 2025
—
1,262
24,700
17,09 9
43,061
Balance at 1 April 2025
—
1,262
24,700
17,099
43,061
Amortisation for the year
—
—
—
1,566
1,566
Impairment
3
—
—
370
—
370
Effect of movements in foreign exchange
—
—
586
499
1,085
Balance at 31 March 2026
—
1,262
25,656
19,164
46,082
Net book value
At 31 March 2024
—
721
22,455
7,723
30,899
At 31 March 2025
—
—
22,145
5,891
28,036
At 31 March 2026
382
248
22,082
4,447
27,159
1. The prior year comparatives have been restated to reflect the correction of an error relating to the accounting for IT implementation costs in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors. Refer to note 1 and note 36
2. Includes transfers from property, plant and equipment following reclassification
3. Goodwill impairment of £0.4m was recognised against Precision Technology Supplies Ltd (PTS)
Additional Information
Financial Statements
GovernanceStrategic Report
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
13 Intangible assets – Group continued
The amortisation charge is recognised in administrative expenses in the income statement.
The £1.6m relates to amortisation on acquired intangibles. 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 3.2 years and NBV is £0.8m
• 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 6.5 years and NBV is £2.1m
• 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 7.2 years and NBV is £1.3m
• The remaining balance of £0.3m, split between TR Hungary Kft <£0.1m, Precision
Technology Supplies Ltd <£0.1m and TR Germany GmbH <£0.1m is not material to
the Group
The following cash generating units have carrying amounts of goodwill:
2026 2025
£000 £000
Special Fasteners Engineering Co. Ltd (SFE Taiwan)
11,135
10,890
TR Fastenings AB (Sweden)
1,063
1,063
Lancaster Fastener Company Ltd
1,245
1,245
TR Fastenings Ltd (TR UK)
4,083
4,083
TR Germany GmbH (Germany)
1,531
1,463
TR Falcon Fastenings Inc (Charlotte)
1,247
1,253
Precision Technology Supplies Ltd (PTS)
1,673
2,043
Other
105
105
22,082
22,145
The changes in goodwill for SFE Taiwan, Germany and Charlotte relate to foreign exchange
gains or losses, as these investments are held in Singaporean Dollars, Euros and US Dollars
respectively.
Annual impairment testing
The Group tests goodwill annually for impairment. The recoverable amount of cash
generating units is determined from value in use calculations.
Value in use was determined by discounting the future cash flows generated from the
continuing use of the unit. In this method, the free cash flows after funding internal needs of
the subject company are forecast for a finite period of five years based on actual operating
results, budgets and economic market research. Cash flow projections of five years use
the Board‑approved annual budget for the first year and subsequent years based on
management’s best estimates based on past performance, budgets and its expectation
of market developments. Beyond the finite period, a terminal (residual) value is estimated
using an assumed stable cash flow figure.
The values assigned to the key assumptions represent management’s assessment of
future trends in the fastenings market and are based on both external and internal sources
of historical data. Further information on sources of data used can be found in each
description of the key assumptions below.
The recoverable amounts of TR UK, Precision Technology Supplies Ltd (PTS) and Special
Fasteners Engineering Co. Ltd (SFE) have been calculated with reference to the key
assumptions shown below:
TR UK
PTS
SFE
2026
2025
2026
2025
2026
2025
Long‑term revenue growth rate
2.0%
2.3%
2.0%
2.3%
4.0%
2.3%
Discount rate – post‑tax
11.3%
10.9%
11.3%
10.9%
10.4%
10.6%
Discount rate – pre‑tax
15.1%
14.6%
15.1%
14.6%
13.0%
13.3%
Terminal EBIT margin
7.5%
6.1%
13.8%
16.8%
12.0%
17.0%
Key assumptions are not disclosed for the remaining CGUs as reasonable possible changes
in the assumptions would not result in impairment. The Group evaluates annually all
CGUs for any indicators of impairment or impairment reversal. The Group considers the
relationship between its market capitalisation and the net assets value, among other
factors, when reviewing the indicators of impairment. As at 31 March 2026, the market
capitalisation of the Group was lower than the net assets of the Group of £115.6m, indicating
a potential impairment. Management has performed value in use calculations for all CGUs
with goodwill balances and for those CGUs where indicators of impairment are identified
and no impairment was noted.
Additional Information
Financial Statements
GovernanceStrategic Report
117
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
13 Intangible assets – Group continued
Long‑term revenue growth rate
Growth beyond the explicit forecast period reflects a gradual convergence from recent
segment performance to long‑term macroeconomic assumptions. Long‑term growth rates
are externally anchored and applied consistently across segments. No minimum growth
rates have been applied for segments exhibiting recent declines.
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
is determined using the relevant ten‑year government bond risk‑free rate, adjusted for an
equity market risk premium and a risk adjustment (beta) to reflect the systemic risk of the
specific Group operating company relative to the market as a whole.
Betas are derived from averages of comparable listed fastener distribution and
manufacturing companies and, where appropriate, territory‑specific data. The equity
market risk premium applied reflects independent academic studies, historical market data
and market assumptions commonly used by investment banks in acquisition valuations.
Pre‑tax discount rates have been derived from the post‑tax rates by dividing by one minus
the applicable tax rate. Management considers this to be an appropriate approximation
of the pre‑tax discount rate as there are no significant timing differences between tax
cash flows and tax charges. The table in ‘Annual impairment testing’, on the previous
page, discloses discount rates on both a post‑tax and pre‑tax basis, taking into account
region‑specific risk premiums and applicable tax rates.
The Board considers that the discount rates applied appropriately reflect market conditions
at the reporting date and the risks inherent in the Group’s operations, and the methodology
and assumptions adopted, are in accordance with IAS 36.
Terminal EBIT margin
The margins used in the value in use calculations are based on historic performance,
adjusted for known or reasonably expected changes to existing operations reflected in
approved management plans. Adjustments reflect expected operational efficiencies,
including cost reductions and volume‑related effects, arising from restructuring and
operational initiatives that are either implemented or contractually committed.
Sensitivity analysis
The impairment assessment requires management to make estimates and assumptions
regarding future cash flows, profitability, growth rates and discount rates. Changes in these
assumptions could result in changes to the recoverable amounts of cash‑generating units
and therefore the level of impairment recognised. Management has performed sensitivity
analyses using reasonably possible changes in key assumptions and concluded that, while
adverse movements would reduce recoverable amounts and could increase impairment
charges, the assumptions applied represent management’s best estimate of future trading
performance and market conditions at the reporting date.
The impairment assessment for the Precision Technology Supplies Ltd (PTS)
cash‑generating unit is most sensitive to the forecast EBIT margin assumption.
A reasonably possible reduction of 0.5% in forecast EBIT margins, with no corresponding
change to other key assumptions, would increase the impairment charge recognised by
approximately £0.7m. This sensitivity has been determined in isolation and does not reflect
management’s expectation of future trading performance.
Impairment in FY26
In FY26, the Group identified indicators of impairment in relation to the TR Fastenings Inc.
(Houston) cash generating unit (CGU). In April 2025, the US administration announced
the introduction of additional import tariffs on a range of industrial goods, including steel,
aluminium and certain engineered components. At the same time, the US automotive
industry was adversely affected by these tariffs and by the introduction of legislative
measures, including ‘Trump’s Big Beautiful Bill’, which removed incentives for the
production of electric vehicles. Together, these developments resulted in higher input costs,
reduced demand across key end markets and increased pricing uncertainty for customers.
Following these changes, the Houston business experienced reduced order volumes,
margin compression and delays in customer purchasing decisions, which adversely
impacted financial performance during FY26.
As a result of these factors, the Group performed value in use calculations for the
TR Fastenings Inc. (Houston) CGU. The recoverable amount was determined based
on discounted cash flow projections derived from the Group’s latest Board‑approved
forecasts.
The key assumptions used in the value in use calculations were:
• A post‑tax discount rate of 10.60%
• A terminal EBIT margin of 2%
• A long‑term revenue growth rate of 2%
These assumptions reflect management’s assessment of current market conditions in the
US, the anticipated medium‑term impact of tariff‑related cost pressures, and the long‑term
outlook for the industrial fastener market.
Additional Information
Financial Statements
GovernanceStrategic Report
118
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
13 Intangible assets – Group continued
Impairment in FY26 continued
Based on the impairment analysis performed, an impairment loss of £0.5m was recognised
in the consolidated income statement within administrative expenses in FY26 and classified
as a ‘separately disclosed item’. The impairment loss has been allocated to the following
assets within the CGU:
• Right‑of‑use assets: £0.4m
• Property, plant and equipment: £0.1m
During FY26, the Group recognised an impairment of £0.4m relating to goodwill
associated with Precision Technology Supplies Ltd (PTS). The impairment reflects
weaker‑than‑expected trading performance and a reassessment of the recoverable amount,
including the impact of higher discount rates applied at the reporting date. These higher
rates were driven by increased market volatility following heightened geopolitical tensions,
including the escalation of conflict involving Iran, which contributed to an increase in equity
market risk premiums and updated market‑based assumptions.
14 Intangible assets – Company
Assets under
course of
construction Software Total
£000£000Other £000
(restated)
1
(restated)
1
£000
(restated)
1
Cost
Balance at 1 April 2024
—
1,262
62
1,324
Disposals
—
—
—
—
Transfers
—
—
—
—
Balance at 31 March 2025
—
1,262
62
1,324
Balance at 1 April 2025
—
1,262
62
1,324
Disposals
—
—
—
—
Transfers
—
—
—
—
Balance at 31 March 2026
—
1,262
62
1,324
Amortisation and
impairment
Balance at 1 April 2024
—
541
62
603
Amortisation for the year
—
721
—
721
Impairment
—
—
—
—
Balance at 31 March 2025
—
1,262
62
1,324
Balance at 1 April 2025
—
1,262
62
1,324
Amortisation for the year
—
—
—
—
Impairment
—
—
—
—
Balance at 31 March 2026
—
—
—
—
Net book value
At 1 April 2024
—
721
—
721
At 31 March 2025
—
—
—
—
At 31 March 2026
—
—
—
—
1. The prior year comparatives have been restated to reflect the correction of an error relating to the
accounting for IT implementation costs in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors. Refer to note 1 and note 36
Additional Information
Financial Statements
GovernanceStrategic Report
119
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
15 Equity investments – Company
Investments in subsidiaries
Total
£000
Cost
Balance at 1 April 2024 and 1 April 2025
43,331
Investments written off
(1,100)
Balance at 31 March 2026
42,231
Impairment losses recognised
Balance at 1 April 2024 and 1 April 2025
1,145
Investments written off
(932)
Balance at 31 March 2026
213
Net book value
Balance at 1 April 2025
42,186
Balance at 31 March 2026
42,018
Details of principal subsidiary undertakings, country of registration and principal activity are included in note 30.
All subsidiaries have a reporting date concurrent with Trifast plc, except TR Formac (Shanghai) Pte Ltd and VIC SP Zoo, both of which have a reporting date of 31 December due to local
regulatory requirements.
Impairment losses are recognised where the carrying amount of an investment exceeds its recoverable amount. Recoverable amount is determined based on value in use or fair value
less costs of disposal. The impairments recognised during the year primarily relate to dormant subsidiaries with no expected future cash flows. Subsequently, during FY26 the following
dormant company investments were written off: TR Fastenings Poland SP. Zoo <£0.1m, Trifast Holdings <£0.1m, Rollthread <£0.1m, Trifix <£0.1m and Fastener Techniques £0.2m.
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
2026 2025 2026 2025 2026 2025
£000 £000 £000 £000 £000 £000
Property, plant and equipment
—
—
1,342
1,343
1,342
1,343
IFRS 16 Leases
(2,007)
(1,930)
1,797
1,761
(210)
(169)
Intangible assets
(170)
(188)
812
1,115
642
927
Provision on inventories
(874)
(842)
—
—
(874)
(842)
Provisions/accruals
(2,994)
(2,423)
1,272
1,133
(1,722)
(1,290)
IFRS 2 Share‑based Payments
(19)
(67)
1
—
(18)
(67)
Tax losses
(2,547)
(1,369)
—
—
(2,547)
(1,369)
Tax (assets)/liabilities
(8,611)
(6,819)
5,224
5,352
(3,387)
(1,467)
Tax set‑off
1,321
900
(1,321)
(900)
—
—
Net tax (assets)/liabilities
(7,290)
(5,919)
3,903
4,452
(3,387)
(1,467)
Additional Information
Financial Statements
GovernanceStrategic Report
120
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
16 Deferred tax assets and liabilities – Group continued
Recognised deferred tax assets and liabilities continued
A deferred tax asset of £11.1m (FY25: £7.7m), arising on carried forward losses for UK companies, has not been recognised due to uncertainty that the asset will be utilised in the
foreseeable future.
A potential £2.6m (FY25: £2.4m) deferred tax liability relating to the temporary differences amounting to £38.4m (FY25: £33.8m) associated with undistributed profits in subsidiaries
has not been recognised. This is on the grounds that management is 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 Recognised 31 March
2025 in income
in equity
1
£000 £000 £000 £000
Property, plant and equipment
1,343
(69)
68
1,342
IFRS 16 Leases
(169)
(51)
10
(210)
Intangible assets
927
(160)
(125)
642
Provision on inventories
(842)
(50)
18
(874)
Provisions/accruals
(1,290)
(304)
(128)
(1,722)
IFRS 2 Share‑based Payments
(67)
6
43
(18)
Tax losses
(1,369)
(1,079)
(99)
(2,547)
(1,467)
(1,707)
(213)
(3,387)
2026
1. Amounts recognised in equity include the deferred tax on IFRS 2 Share‑based Payments of £43,000 (FY25: £(17,000)) and the equity element of foreign exchange differences taken to reserves
Movement in deferred tax during the prior year
1 April Recognised Recognised 31 March
2024 in income
in equity
1
£000 £000 £000 £000
Property, plant and equipment
1,794
(452)
1
1,343
IFRS 16 Leases
(188)
19
—
(169)
Intangible assets
1,135
(199)
(9)
927
Provision on inventories
(865)
17
6
(842)
Provisions/accruals
(1,381)
76
15
(1,290)
IFRS 2 Share‑based Payments
(197)
147
(17)
(67)
Tax losses
(2,446)
1,042
35
(1,369)
Reclassified to assets held for sale
(3)
3
—
—
(2,151)
653
31
(1,467)
2025
1. Amounts recognised in equity include the deferred tax on IFRS 2 Share‑based Payments of £(17,000) (FY24: £21,000) and the equity element of foreign exchange differences taken to reserves
Additional Information
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
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
2026 2025 2026 2025 2026 2025
£000£000£000£000£000£000
Property, plant and equipment
—
—
—
41
—
41
Provisions/accruals
—
—
—
—
—
—
IFRS 2 Share‑based Payments
—
—
—
—
—
—
Tax losses
—
(41)
—
—
—
(41)
Tax (assets)/liabilities
—
(41)
—
41
—
—
Tax set‑off
—
41
—
(41)
—
—
Net tax assets
—
—
—
—
—
—
A deferred tax asset of £9.2m (2025: £8.0m), arising on the Company’s carried forward losses, has not been recognised due to uncertainty that the asset will be utilised in the foreseeable
future. Included in this is £2.7m (2025: £2.7m) related to pre‑2017 losses which cannot be group relieved.
Movement in deferred tax during the year
1 April Recognised Recognised
31 March
2025 in income
in equity
2026
£000£000
£000
£000
Property, plant and equipment
41
(41)
—
—
Provisions/accruals
—
—
—
—
IFRS 2 Share‑based Payments
—
—
—
—
Tax losses
(41)
41
—
—
—
—
—
—
Movement in deferred tax during the prior year
1 April Recognised Recognised
31 March
2024 in income
in equity
2025
£000£000
£000
£000
Property, plant and equipment
51
(10)
—
41
Provisions/accruals
(42)
42
—
—
IFRS 2 Share‑based Payments
(72)
72
—
—
Tax losses
—
(41)
—
(41)
(63)
63
—
—
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
18 Inventories – Group
2026 2025
£000 £000
Raw materials and consumables
1,937
3,095
Work in progress
2,670
2,743
Finished goods and goods for resale
59,535
65,074
64,142
70,912
In FY26, inventories of £100.8m (FY25: £107.7m) were recognised as an expense during
the year and included in cost of sales. In the year, the Group recognised a net write‑back of
£0.2m in respect of inventory provisions (FY25: £0.9m net write‑down), consistent with the
Group’s stock provisioning policy. The write‑back was recognised as a reduction in cost of
sales during FY26.
Inventories in the UK amounting to £22.3m (FY25: £23.0m) are pledged as security for
the Group borrowings.
Within the £64.1m (FY25: £70.9m) carrying amount of inventories above, £2.0m
(FY25: £1.6m) is carried at net realisable value.
19 Trade and other receivables
Current
Group
Company
2026 2025 2026 2025
£000 £000 £000 £000
Gross trade receivables
50,905
51,312
—
—
Expected credit loss
provision
(537)
(736)
—
—
Non‑trade receivables
and prepayments
4,546
4,712
209
347
Amounts owed by
subsidiary undertakings
—
—
2,032
1,730
54,914
55,288
2,241
2,077
All contracts with customers do not contain a significant financing component. Expected
credit losses are measured using a provision matrix approach. Trade receivables are
grouped based on shared credit risk characteristics, including entity, customer type and
ageing profile, and historical credit loss rates are calculated over an appropriate period.
These rates are adjusted to reflect current conditions and forward‑looking information,
including macroeconomic factors, as well as specific assessments of overdue balances
and customer‑level credit risk. See note 26 for further details.
Expected credit losses for the Company were assessed at the reporting date, with no
significant increase in credit risk identified. The Company’s financial assets primarily
comprise amounts owed by subsidiary undertakings. These intercompany balances are
assessed for impairment under IFRS 9, with consideration given to the financial position
and cash flow generation of the subsidiaries. No expected credit loss provision has been
recognised (FY25: £nil).
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. Management has assessed the credit risk associated with these receivables and
concluded that there is no significant expected credit loss as of the reporting date. The
conclusion is based on the consideration that historical data indicates that there have been
no defaults or significant delays in payments from these counterparties. In addition, no
adverse changes in economic conditions or business operations of the counterparties are
anticipated that would impact their ability to settle the receivables.
Non‑current
Group
Company
2026 2025 2026 2025
£000 £000 £000 £000
Amounts owed by
subsidiary undertakings
—
—
63,578
56,837
The increase in amounts owed by subsidiary undertakings is primarily to fund the global
roll‑out of a new ERP system (‘Project Ignite’). Related drawdowns were made centrally,
with recovery of the cash expected from the regions into which the ERP system has
been deployed. In addition, due to the impact of tariffs in the US, the Group drew down
additional short‑term borrowings to support liquidity requirements. During the year, a loan
between Special Fasteners Engineering Co Ltd and TR Fastenings (Inc). was novated to
the Company as part of the Group’s strategy to better manage foreign exchange risk. The
carrying value of the loan at the date of novation was £5.4m. Interest rates are charged on
an arm’s length basis and are linked to movements in SONIA, EURIBOR and SOFR, together
with a leverage margin applied to the Group’s external borrowings. During the period,
interest rates ranged from 4.26% to 7.97%. The loans are structured as revolving credit
facilities and may be repaid by the borrower at any time during the term of the facility.
Additional Information
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123
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
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 2026.
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
2026 2025 2026 2025
Initial loan value
Rate
Maturity
£000 £000 £000 £000
Group (excluding Company)
Right‑of‑use liabilities
Various
2026–2050
2,933
2,703
17,015
18,512
Company
Revolving Credit Facility
1
SONIA/SOFR/EURIBOR
2027
—
—
28,596
22,752
+ 2.10% to 3.60%
2
Export Development Guarantee Facility
1
SONIA/SOFR/EURIBOR
2028
—
—
20,625
20,074
+ 2.10% to 2.32%
Prepaid arrangement fees
3
—
—
(846)
(1,199)
Loans from subsidiaries
SONIA/SOFR/EURIBOR
2025
11,749
4,547
—
—
+ 1.61% to 3.60%
Right‑of‑use liabilities
Various
2026
1
102
—
1
Total Group (excluding loans from subsidiaries)
2,934
2,805
65,390
60,140
Total Company (including loans from subsidiaries)
11,750
4,649
48,375
41,628
1. Also, see note 26b(i) for further details about the facilities
2. Subject to leverage ratchet mechanism from <1.0x to >2.5x, current interest margin of 2.10% (based on leverage of <1)
3. Prepaid arrangement fees comprise the unamortised balance at 31 March 2026 of fees that are directly attributable to obtaining financing arrangements. These include upfront fees incurred on the execution banking facilities
with a combined commitment of £120m entered in a prior year, together with covenant amendment fees and Revolving Credit Facility extension fees. Such fees are capitalised and amortised over the term of the related loan
facilities as an adjustment to the effective interest rate. See note 26 for further details
Additional Information
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GovernanceStrategic Report
124
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
21 Trade and other payables
Current
Group
Company
2026 2025 2026 2025
£000 £000 £000 £000
Trade payables
14,606
17,026
—
—
Amounts payable to subsidiary undertakings
—
—
742
725
Other payables and accrued expenses
15,831
15,517
1,852
2,221
Other taxes and social security
736
2,046
148
135
31,173
34,589
2,742
3,081
Other Group payables and accrued expenses also include stock accruals and accruals for expenses as at 31 March 2026. Company and Group other payables and accrued expenses
include an interim dividend of 0.60p per qualifying ordinary share (FY25: 0.60p), which was paid in April 2026. As the interim dividend was approved by the Board prior to 31 March 2026,
it is included as a liability in other payables in the financial statements.
Non‑current
Group
Company
2026 2025 2026 2025
£000 £000 £000 £000
Other payables
578
543
—
—
Other payables pertains to deferred income related to certain industry incentive schemes.
22 Employee benefits
Pension plans
Defined contribution plans
The Group operates a number of defined contribution pension plans, which include stakeholder pension plans whose assets are held separately from those of the Group, in independently
administered funds.
The total expense relating to these plans in the current year was £1.8m (FY25: £2.2m) 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 (FY25: <£0.1m), which are included in other payables and accrued expenses.
Share‑based payments
SAYE share options
The Group share options (including SAYE plans) provide for an exercise price equal to the average quoted market price of the Group shares on the date of grant. In the case of SAYE,
this price is discounted in line with HMRC limits. The vesting period is generally three or five years. The options expire if they remain unexercised after the exercise period has lapsed.
Furthermore, options are forfeited if the employee leaves the Group before the options vest, unless for retirement, redundancy or health reasons. The options are equity settled.
Additional Information
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GovernanceStrategic Report
125
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
22 Employee benefits continued
Share‑based payments continued
SAYE share options continued
The number and weighted average exercise prices of share options are as follows:
2026
2025
Weighted Weighted
average average
exercise exercise
Options
price
Options
price
Outstanding at beginning of year
1,843,789
0.69
2,174,100
0.76
Granted during the year
239,508
0.64
1,024,585
0.64
Forfeited/lapsed during the year
(209,138)
0.68
(1,349,595)
0.76
Exercised during the year
—
—
—
—
Vested early during the year
1
(68,687)
0.73
(5,301)
0.74
Outstanding at the end of the year
1,805,472
0.69
1,843,789
0.69
Exercisable at the end of the year
70,873
0.86
1,710
1.05
1. Shares that vested early in the year were also exercised
The options outstanding at 31 March 2026 had a weighted average remaining contractual life of 1.9 years (FY25: 2.9 years) and exercise prices ranging from £0.64 to £1.05 (FY25: £0.64 to
£1.05). Shares vested early relates to the FY22, FY23 and FY24 SAYE of employees who were classed as good leavers. The weighted average share price at the date of exercise for share
options that vested early in 2026 was £0.80 (FY25: £0.83).
The number of forfeited shares in the period includes 196,974 (FY25: 988,329) cancellations.
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 66 to 80). The number of deferred equity bonus shares are as follows:
2026
2025
Outstanding at beginning of year
—
—
Granted during the year
330,025
—
Forfeited/lapsed during the year
—
—
Exercised during the year
—
—
Vested early during the year
—
—
Outstanding at the end of the year
330,025
—
Exercisable at the end of the year
—
—
These nil‑cost options are subject to a three‑year service period and the fair value has been calculated using the discounted dividend model (DDM). This is based on expected dividends
over the three‑year term. They are equity settled shares.
The weighted average share price at the date of exercise for share options exercised in FY26 was £nil (FY25: £nil).
There were no outstanding options as at 31 March 2026.
Additional Information
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GovernanceStrategic Report
126
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
22 Employee benefits continued
Senior Manager (SM), Operational Executive Board (OEB) and Executive Leadership Team (ELT) LTIP shares
The number of SM LTIP shares is as follows:
2026
2025
Outstanding at beginning of year
4,482,001
6,938,250
Granted during the year
—
—
Forfeited during the year
(2,282,310)
(2, 227, 9 01)
Vested early during the year
—
—
Exercised during the year
—
(228,348)
Outstanding at end of year
2,199,691
4,482,001
Exercisable at end of year
—
—
The awards granted in FY23 are subject to a non‑market performance condition of underlying EPS growth for a three‑year period starting on 1 April 2022. The awards granted in FY24
are subject to a non‑market‑based performance condition of underlying operating margin (UOM) (weighted 25%) and a market‑based performance condition based on relative TSR
(weighted 75%) for a three‑year period starting on 1 April 2023 (see below for details of the performance conditions). The method of settlement for these shares is a mixture of equity and
cash settled. The fair value for the UOM element has been calculated using the DDM, whilst the fair value for the TSR element has been calculated using the Monte Carlo simulation model.
This was at grant date for the equity settled awards.
The FY23 non‑market performance condition requires underlying EPS to grow by 9% per annum for a 25% payout, 29% per annum for a 100% payout, with straight‑line vesting in between
these points. As set out in the remuneration report on page 76, this performance condition was not met and therefore the awards will lapse.
The FY24 non‑market performance condition requires UOM in FY26 to be 8.2% for 25% vesting, 9.1% for 50% vesting, 10% for 75% vesting and 11% or above for maximum vesting, with
straight‑line vesting in between these points. The FY24 market‑based performance condition requires Trifast’s TSR to be equal to the FTSE All‑Share Index’s TSR for 25% vesting and 8%
p.a. or above outperformance of the FTSE All‑Share Index’s TSR for 100% vesting, with straight‑line vesting in between these points.
The options outstanding at 31 March 2026 had a weighted average remaining contractual life of 5.7 years (FY25: 6.0 years).
Board LTIP shares
The Board LTIP shares are part of the Remuneration Policy approved at the 2023 AGM and have been discussed in more detail in the remuneration report (pages 66 to 80). The maximum
number of Board LTIP shares are as follows:
2026
2025
Outstanding at beginning of year
856,978
981,758
Granted during the year
—
—
Forfeited/lapsed during the year
(42,425)
(124,780)
Exercised during the year
—
—
Vested early during the year
—
—
Outstanding at end of year
814,553
856,978
Exercisable at end of year
—
—
Additional Information
Financial Statements
GovernanceStrategic Report
127
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
22 Employee benefits continued
Board LTIP shares continued
42,425 shares are for D Hayes‑Powell relating to his former appointment as a Board Director. He left the Company on 21 February 2024.
Nil‑cost options awarded in FY23 are subject to performance (EPS growth and TSR performance) and service conditions over a three‑year period which resulted in nil vesting. Nil‑cost
options awarded during FY24 are subject to a non‑market‑based performance condition based on underlying operating margin (UOM) (weighted 25%) and a market‑based performance
condition based on relative TSR (weighted 75%) for a three‑year period starting on 1 April 2023. The fair values for the EPS element and the UOM element have been calculated using
the DDM, whilst the fair value for the TSR element has been calculated using the Monte Carlo simulation. They are equity settled shares. In line with IFRS 2, the amount recognised as an
expense has been adjusted to reflect the number of awards for which the service and non‑market performance conditions are expected to be met.
The options outstanding at 31 March 2026 had a weighted average remaining contractual life of 5.7 years (FY25: 6.7 years).
Board and ELT FY25 LTIP shares
The Board and ELT LTIP shares are a one‑off grant of a fixed number of market priced options where the exercise price is set equal to Trifast’s share price shortly before the date of grant.
The Policy period is three years. The Monte Carlo simulation was used to calculate the fair value on the basis that the share price hurdles are market‑based performance conditions. Full
details of the awards granted are set out on pages 76 and 77 of this report.
The maximum number of Board and ELT LTIP shares are as follows:
2026
2025
Outstanding at beginning of year
9,430,800
10,208,598
Granted during the year
2,074,128
—
Forfeited/lapsed during the year
(2,333,394)
(777,798)
Exercised during the year
—
—
Vested early during the year
—
—
Outstanding at end of year
9,171,534
9,430,800
Exercisable at end of year
—
—
The options will vest when share price hurdles have been met during a five‑year period beginning on the date of grant and become exercisable on completion of a service period and
subject to a performance underpin. The options outstanding at 31 March 2026 had a weighted average remaining contractual life of 8.5 years.
Additional Information
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128
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
22 Employee benefits continued
SAYE share options
Number Share price Expected
outstanding on on date Exercise Expected Vesting Expected Risk‑free annual Fair
Type of Valuation 31 March of grant price volatility period life rate dividend value
Date of grant instrument model 2026 (£) (£) % (years) (years) % % (£)
15/09/2020
SAYE 5 Year
Black‑Scholes
70,873
0.98
0.86
33.1
5.13
5.13
(0.06)
1.22
0.29
10/08/2021
SAYE 5 Year
Black‑Scholes
19,951
1.44
1.05
35.0
5.23
5.23
0.34
1.11
0.55
15/09/2022
SAYE 3 Year
Black‑Scholes
117,573
0.84
0.77
43.3
3.13
3.13
3.06
2.50
0.26
15/09/2022
SAYE 5 Year
Black‑Scholes
66,231
0.84
0.77
38.1
5.13
5.13
3.04
2.50
0.28
15/09/2023
SAYE 3 Year
Black‑Scholes
611,312
0.81
0.69
47.8
3.13
3.13
4.47
2.79
0.29
15/09/2023
SAYE 5 Year
Black‑Scholes
99,832
0.81
0.69
44.2
5.13
5.13
4.27
2.79
0.32
04/10/2024
SAYE 3 Year
Black‑Scholes
430,974
0.79
0.64
48.9
3.07
3.07
3.88
2.29
0.31
04/10/2024
SAYE 5 Year
Black‑Scholes
214,586
0.79
0.64
48.9
5.08
5.08
3.87
2.29
0.35
12/09/2025
SAYE 3 Year
Black‑Scholes
174,140
0.82
0.64
49.3
3.14
3.14
3.84
2.20
0.34
Total SAYE share options
1,805,472
Share options
Number Share price Expected
outstanding on on date Exercise Expected Vesting Expected Risk‑free annual Fair
Type of Valuation 31 March of grant price volatility period life rate dividend value
Date of grant instrument model 2026 (£) (£) % (years) (years) % % (£)
28/11/2023
Board LTIP – relative TSR
Monte Carlo
610,915
0.76
n/a
48.3
3.00
3.00
4.20
2.77
0.44
28/11/2023
Board LTIP – UOM
DDM
203,638
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
407, 276
0.76
n/a
48.3
3.00
3.00
4.20
2.77
0.44
28/11/2023
ELT LTIP – UOM – equity
DDM
135,759
0.76
n/a
n/a
3.00
3.00
4.20
2.77
0.70
28/11/2023
SM LTIP – TSR – equity
Monte Carlo
1,084,001
0.76
n/a
48.3
3.00
3.00
4.20
2.77
0.44
28/11/2023
SM LTIP – UOM – equity
DDM
361,334
0.76
n/a
n/a
3.00
3.00
n/a
2.77
0.70
28/11/2023
SM LTIP – TSR – cash
1
Monte Carlo
158,492
0.67
1
n/a
48.0
3.00
1.66
3.96
2.71
0.34
28/11/2023
SM LTIP – UOM – cash
1
DDM
52,829
0.67
1
n/a
n/a
3.00
1.66
n/a
2.71
0.64
10/09/2024
Board/ELT LTIP 3yr – equity
Monte Carlo
2,106,536
0.80
0.81
48.00
3.00
3.00
3.56
2.25
0.30
10/09/2024
Board/ELT LTIP 4yr – equity
Monte Carlo
2,106,536
0.80
0.81
48.00
4.00
4.00
3.56
2.25
0.30
10/09/2024
Board/ELT LTIP 5yr – equity
Monte Carlo
2,106,536
0.80
0.81
48.00
5.00
5.00
3.56
2.25
0.30
23/09/2024
Board/ELT LTIP 3yr – equity
Monte Carlo
259,266
0.79
0.79
48.00
2.96
2.96
3.64
2.27
0.30
23/09/2024
Board/ELT LTIP 4yr – equity
Monte Carlo
259,266
0.79
0.79
48.00
3.96
3.96
3.64
2.27
0.30
23/09/2024
Board/ELT LTIP 5yr – equity
Monte Carlo
259,266
0.79
0.79
48.00
4.96
4.96
3.64
2.27
0.30
19/11/2024
Board/ELT LTIP 3yr – equity
Monte Carlo
259,266
0.80
0.79
48.50
2.81
2.81
4.17
2.26
0.30
1. The share price used to determine the fair value at FY26 was 67.2p (FY25: 66.5p)
Additional Information
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GovernanceStrategic Report
129
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
Number Share price Expected
outstanding on on date Exercise Expected Vesting Expected Risk‑free annual Fair
Type of Valuation 31 March of grant price volatility period life rate dividend value
Date of grant instrument model 2026 (£) (£) % (years) (years) % % (£)
19/11/2024
Board/ELT LTIP 4yr – equity
Monte Carlo
259,266
0.80
0.79
48.50
3.81
3.81
4.17
2.26
0.30
19/11/2024
Board/ELT LTIP 5yr – equity
Monte Carlo
259,266
0.80
0.79
48.50
4.81
4.81
4.17
2.26
0.30
17/11/2025
Board/ELT LTIP 3yr – equity
Monte Carlo
259,266
0.73
0.76
48.50
1.81
1.81
3.81
2.47
0.24
17/11/2025
Board/ELT LTIP 4yr – equity
Monte Carlo
259,266
0.73
0.76
48.50
2.81
2.81
3.81
2.47
0.24
17/11/2025
Board/ELT LTIP 5yr – equity
Monte Carlo
259,266
0.73
0.76
48.50
3.81
3.81
3.81
2.47
0.24
08/12/2025
Board/ELT LTIP 3yr – equity
Monte Carlo
172,844
0.72
0.72
48.50
1.76
1.76
3.85
2.49
0.23
08/12/2025
Board/ELT LTIP 4yr – equity
Monte Carlo
172,844
0.72
0.72
48.50
2.76
2.76
3.85
2.49
0.23
08/12/2025
Board/ELT LTIP 5yr – equity
Monte Carlo
172,844
0.72
0.72
48.50
3.76
3.76
3.85
2.49
0.23
18/08/2025
FY25 Board deferred equity
DDM
330,025
0.67
n/a
n/a
3.00
3.00
n/a
2.68
0.62
Total share options (inc. SAYE)
14,321,275
Expected volatility was determined by calculating the historical volatility of the Group’s share price over a period commensurate with the expected life or the remaining TSR performance
period of the award as at the date of grant. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non‑transferability, exercise
restrictions and behavioural considerations.
The exercise price used is in line with the appropriate award documentation. In the case of SAYE awards, this price is discounted in line with HMRC limits. For Board, Operational Executive
Board, Executive Leadership Team and Senior Manager LTIP awards granted in the form of nil‑cost options, the exercise price is nil.
The exercise price for the Board/ELT LTIP granted in FY26 is set equal to Trifast’s share price shortly before the date of grant.
SAYE share options
The risk‑free rate has been set as the continuously compounded yield as at the grant date on zero coupon government bonds of a term commensurate with the expected life assumption.
The dividend yield has been set equal to the historic dividend yield as at the date of grant.
The Group recognised total charge of £1.2m (FY25: charge of £0.4m) in relation to share‑based payment transactions in the year. Of this, a charge of £<0.1m (FY25: £0.2m) 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.
22 Employee benefits continued
Share options continued
Additional Information
Financial Statements
GovernanceStrategic Report
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
22 Employee benefits continued
SAYE share options continued
As at 31 March 2026, outstanding options to subscribe for ordinary shares of 5p were
as follows:
Number of Contractual life
Grant date/employees entitled instruments of options
15/09/20 SAYE
70,873
Apr 2026
10/08/21 SAYE
19,951
Apr
2
025, Apr 2027
15/09/22 SAYE
183,804
Apr
2
026, Apr 2028
15/09/23 SAYE
711,144
Apr
2027
, Apr 2029
04/10/24 SAYE
645,560
Apr
2028
, Apr 2030
12/09/25 SAYE
174,140
Apr 2029
Total outstanding options
1,805,472
Senior Manager, OEB and ELT LTIP shares
2,199,691
Nov 2031
Board LTIP shares
814,553
Nov 2031
Board/ELT LTIP shares
9,171,534
Sep 2034
Board deferred equity
330,025
Sep 2034
Total
14,321,275
23 Provisions
Restructuring Dilapidations Total
Group £000 £000 £000
Balance at 31 March 2025
875
2,075
2,950
Utilised during the year
1
(875)
(451)
(1,326)
Released during the year
—
(24)
(24)
Balance at 31 March 2026
—
1,600
1,600
1. The restructuring provision was utilised during the year in respect of transformation initiatives approved by
management following the launch of the Group’s strategy at the end of FY24. These initiatives focused on
margin management, targeted growth, operational efficiency and organisational effectiveness. Dilapidations
provisions were utilised during the year as the Group exited leased sites in Manchester and Scotland, with
costs incurred in restoring these properties to the condition required under the lease agreements. The
remaining provision at 31 March 2026 relates to other leased properties where obligations are expected to
crystallise on exit
Restructuring
The restructuring provision related to a formal restructuring plan approved and
communicated to affected parties prior to 31 March 2025. As at 31 March 2026, the
restructuring plan has been completed and the provision has been fully utilised, with
no further obligations remaining.
Dilapidations
Dilapidations provisions relate to the Group’s obligation to restore leased properties to their
required condition at the end of the lease terms. External advisers are engaged to assess
and estimate the expected costs of dilapidation works based on lease conditions, property
condition and market rates. The expenditure is expected to be incurred on exit from the
relevant properties.
Measurement and uncertainties
Provisions represent management’s best estimate of the expenditure required to settle the
present obligations at the reporting date. Estimates are inherently uncertain and actual
costs may differ from those estimated, principally due to variations in the timing of lease
exits, the scope of remedial works required, and prevailing construction and labour costs
at the time the work is performed.
2026 2025
Group £000 £000
Non‑current (greater than one year)
1
1,600
1,622
Current (less than one year)
—
1,328
Balance at 31 March
1,600
2,950
1. Provisions greater than one year relate to dilapidations for leases with end dates between 2027 and 2034
In respect of the Company, there are £nil provisions (FY25: £nil) related to restructuring.
During the year, £nil (FY25: £0.6m) was utilised and £nil (FY25: £nil) was provided.
24 Capital and reserves
Capital and reserves – Group and Company
See statements of changes in equity on pages 92 to 93.
Share capital
Number of ordinary shares
Group
2026
2025
In issue at 1 April
136,119,976
136,114,675
Shares issued
68,687
5,301
In issue at 31 March – fully paid
136,188,663
136,119,976
The total number of shares issued during the year was 68,687 for a consideration of <£0.1m
(FY25: 5,301 shares for <£0.1m). In FY26 and FY25, all shares were issued for cash.
2026 2025
Group £000 £000
Allotted, called up and fully paid
Ordinary shares of 5p each
6,810
6,806
The holders of ordinary shares (excluding own shares held) are entitled to receive dividends as
declared from time to time and are entitled to one vote per share at meetings of the Company.
Additional Information
Financial Statements
GovernanceStrategic Report
131
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
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, nil shares (FY25: 228,348) were transferred out of the own shares held
reserve (FY25: weighted average cost of £1.58, total cost £0.4m) to fulfil all of the exercise
of awards in the year, excluding SAYE. The number of ordinary shares held at 31 March 2026
was 1,145,315 (FY25: 1,145,315). 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:
2026 2025
£000 £000
Final paid 2025 – 1 . 20p (FY24: 1. 20p)
per qualifying ordinary share
1,620
1,618
Interim paid 2025 – 0.60p (FY24: 0.60p)
per qualifying ordinary share
810
808
Total
2,430
2,426
After the end of the reporting date, and subject to shareholder approval at the Annual
General Meeting which is to be held on 8 September 2026, a final dividend of 1 . 30p per
qualifying ordinary share (FY25: 1.20p) was proposed by the Directors. An interim dividend
of 0.60p per qualifying ordinary share (FY25: 0.60p) was paid in April 2026. The dividend
had been approved by the Board prior to 31 March 2026 and no further approvals were
required. Management therefore concluded that the dividend represented an obligation
of the Group at the reporting date and recognised a liability within other payables. The
dividend was subsequently paid in accordance with the Board approval.
2026 2025
£000 £000
Final proposed 2026 – 1.30p (FY25: 1.20p)
per qualifying ordinary share
1
1,756
1,620
Interim paid 2026 – 0.60p (FY25: 0.60p)
per qualifying ordinary share
810
809
Total
2,566
2,429
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)/profit per share
The calculation of basic loss per share at 31 March 2026 was based on the loss attributable
to ordinary shareholders of £1.0m (FY25: profit of £1.0m) and a weighted average number
of ordinary shares outstanding during the year ended 31 March 2026 (net of own shares
held) of 134,988,895 (FY25: 134,858,708), calculated as follows:
Weighted average number of ordinary shares
2026
2025
Issued ordinary shares at 1 April
136,119,976
136,114,675
Net effect of shares issued and own shares held
(1,131,081)
(1,255,967)
Weighted average number of ordinary shares at 31 March
134,988,895
134,858,708
Diluted earnings per share
The calculation of diluted earnings per share at 31 March 2026 was based on the loss
attributable to ordinary shareholders of £1.0m (FY25: profit of £1.0m) and a weighted
average number of ordinary shares outstanding during the year ended 31 March 2026
(net of own shares held) of 134,988,895 (FY25: 134,858,708), calculated as follows:
Weighted average number of ordinary shares (diluted)
2026
2025
Weighted average number of ordinary shares at 31 March
134,988,895
134,858,708
Effect of share options on issue
—
—
Weighted average number of ordinary shares (diluted)
at 31 March
134,988,895
134,858,708
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.
Additional Information
Financial Statements
GovernanceStrategic Report
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
25 Earnings per share continued
Underlying earnings per share
2026
EPS
2025
EPS
Earnings Earnings
EPS (total)
£000
Basic
Diluted
£000
Basic
Diluted
(Loss)/profit after tax for the financial year
(982)
(0.73)p
(0.73)p
1,040
0.77p
0.77p
Separately disclosed items:
Acquired intangible amortisation
1,550
1.15p
1.15p
1,731
1.28p
1.28p
Restructuring and transformation costs
2,427
1.80p
1.80p
2,575
1.91p
1.91p
Impairment of non‑current assets
899
0.67p
0.67p
—
—
—
Impairment of customer receivable on administration
—
—
—
1,006
0.75p
0.75p
Malaysia manufacturing write‑off
1,390
1.03p
1.03p
—
—
—
Project Ignite
5,976
4.43p
4.43p
—
—
—
Profit on disposal of a subsidiary
—
—
—
(247)
(0.18)p
(0.18)p
Recovery of prior year fraud loss
(190)
(0.14)p
(0.14)p
—
—
—
Facilitation payment fraud
211
0.16p
0.16p
384
0.28p
0.28p
Tax charge on adjusted items above
(2,559)
(1.91)p
(1.91)p
(678)
(0.50)p
(0.50)p
Underlying profit after tax
8,722
6.46p
6.46p
5,811
4.31p
4.31p
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).
Additional Information
Financial Statements
GovernanceStrategic Report
133
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
26 Financial instruments
(a) Fair values of financial instruments
There is no material difference between the fair values and the carrying values shown in the
statement of financial position.
(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 statement of financial position.
Cash and cash equivalents includes cash equivalents amounting to £0.6m (FY25: £1.0m).
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 end of the reporting date was £50.4m (FY25: £50.6m), 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 statement of financial position
(FY25: £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 end of the reporting 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 are assessed for impairment at the reporting date in accordance with
IFRS 9 Financial Instruments using the simplified approach, whereby an allowance is
recognised at an amount equal to lifetime expected credit losses. For the purposes of
assessing expected credit losses, external trade receivables are grouped based on similar
credit risk characteristics, primarily by revenue stream, comprising automotive, distribution,
smart infrastructure, medical equipment, other revenue streams, and tariff‑related
receivables.
Management performs a collective assessment of credit risk for customers within each
revenue stream, taking into account current ageing profiles, historical credit loss experience
and reasonable and supportable forward‑looking information, including relevant
macroeconomic and sector‑specific factors. Expected credit loss rates are applied to each
group based on these inputs. Significant customers are monitored on an individual basis,
and where there is objective evidence of a significant increase in credit risk or where default
is considered probable, a specific impairment is recognised. The expected credit loss
assumptions and segmentation are reviewed regularly and updated where necessary to
ensure they continue to reflect the Group’s exposure to credit risk in accordance with IFRS 9.
The ageing analysis of gross trade receivables balances as at 31 March 2026 is as follows:
2026 2025
£000 £000
0‑90 days
48,742
49,368
90‑120 days
315
1,153
120‑360 days
1,444
741
360 days+
404
101
Total
50,905
51,363
The combined specific and expected credit loss impairment of trade receivables was £0.5m
(FY25: £0.7m). The analysis of combined impairment based on the underlying receivables is
as follows:
2026
2025
0‑90 days
0.8%
0.9%
90‑120 days
12.2%
10.0%
120‑360 days
4.6%
17.1%
360 days+
22.2%
48.6%
Total
1.1%
1.4%
Additional Information
Financial Statements
GovernanceStrategic Report
134
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
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:
2026 2025
£000 £000
Balance at 1 April
(736)
(1,108)
Impairment reversal movement
199
372
Balance at 31 March
(537)
(736)
The allowance account for trade receivables is used to record impairment losses where a
credit risk has been identified, unless the Group is satisfied that no recovery of the amount
owing is possible; at that point, the amounts considered irrecoverable are written off
against the trade receivables directly.
(ii) Liquidity and interest risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as
they fall due.
The Group holds debt and hence its main interest and liquidity risks are associated with the
maturity of its facilities against cash inflows from around the Group. The Group’s objective
is to maintain a balance of continuity of funding and flexibility through the use of banking
facilities as applicable.
The Group maintains two debt facilities with a banking group comprised of HSBC, Citi,
NatWest and KBC allowing a combined facility limit of £120m, in the form of:
1. Revolving Credit Facility (£70m)
The facility had an initial term of three years with two possible one‑year extensions
(i.e. potential term of five years). The facility can be utilised in either USD, EUR or GBP
and there are no pre‑determined currency limits. Interest is charged at the aggregate
rate of SONIA/SOFR/EURIBOR plus margin within a range of 2.10–3.60% depending
on the leverage. The Group successfully executed a one‑year extension to this facility
in February 2026, extending the maturity to June 2028; both available extensions have
now been executed.
2. UK Export Finance (UKEF) Export Development Guarantee (EDG) Facility
(£50m Sterling equivalent)
The facility has a term of five years to 2028 with a three‑year availability period and is
split between a USD facility ($31m), a EUR facility (€17m) and a GBP facility (£10m) with
UK Export Finance providing an 80% guarantee. Interest is charged at SONIA/SOFR/
six‑month EURIBOR with a margin of 2.32% on the USD loan and 2.10% on both the EUR
and GBP loans.
Covenant headroom – at 31 March 2026
The Group facilities are subject to the following quarterly covenant testing:
Interest cover: Underlying EBITDA
1
to net interest
1
to exceed a ratio of four. However,
on 2 May 2024, the Group agreed to amend the interest cover covenant in the RCF and
UKEF EDG term loan facilities agreements. This applied from the 30 June 2024 quarterly
covenant calculation as follows:
1. Each relevant period from 30 June 2024, ending on 30 September 2025: 3.25x
2. Each relevant period from 31 December 2025, ending on 30 September 2026: 3.50x
3. Each relevant period from 31 December 2026, thereafter: 4.00x
Adjusted leverage: Total net debt
1
to underlying EBITDA
1
not to exceed a ratio of three.
The actual interest cover was 7.04x (FY25: 5.14x) and adjusted leverage was 0.75x
(FY25: 0.97x) as at 31 March 2026.
1. As defined in the facility agreement
Additional Information
Financial Statements
GovernanceStrategic Report
135
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
26 Financial instruments continued
(b) Financial instruments risks continued
(ii) Liquidity and interest risk continued
Liquidity tables
The following are the contractual maturities of the existing financial liabilities, excluding trade and other payables, as the contractual cash flows are equal to carrying amount and cash
flows within one year:
2026
Carrying Contractual Less than 1 to 2 2 to 5 Over
amount
cash flows
1
1 year years years 5 years
£000 £000 £000 £000 £000 £000
Non‑derivative financial liabilities
Group and Company
Revolving Credit Facility (see note 20)
27,8 89
28,596
—
—
28,596
—
Export Development Guarantee Facility (see note 20)
20,486
20,625
—
2,063
18,563
—
Right‑of‑use liabilities (see note 12)
19,949
33,884
5,535
5,108
10,305
12,936
Total Group and Company
68,324
83,105
5,535
7,171
57,464
12,936
1. In addition to the above, there are interest charges of £3.2m in FY26 relating to the Revolving Credit and Export Development Guarantee Facilities. Future interest charges are based on a leverage ratchet mechanism;
see note 20
2025
Carrying Contractual Less than 1 to 2 2 to 5 Over
amount
cash flows
1
1 year years years 5 years
£000 £000 £000 £000 £000 £000
Non‑derivative financial liabilities
Group and Company
Revolving Credit Facility (see note 20)
21,992
22,752
—
—
22,752
—
Export Development Guarantee Facility (see note 20)
19,635
20,074
—
—
20,074
—
Right‑of‑use liabilities (see note 12)
21,318
39,186
5,138
5,011
11,533
17,504
Total Group and Company
62,945
82,012
5,138
5,011
54,359
17,50 4
1. In addition to the above, there are interest charges of £3.7m in FY25 relating to the Revolving Credit Facility. Future interest charges are based on a leverage ratchet mechanism; see note 20
Additional Information
Financial Statements
GovernanceStrategic Report
136
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
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 2026 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 2026 (excluding bank overdrafts and lease liabilities):
2026
2025
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
28,596
41,404
70,000
22,752
47, 248
Export Development Guarantee Facility
50,000
20,625
29,375
50,000
20,074
29,926
Total Group and Company
120,000
49,221
70,779
120,000
42,826
77,174
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. If appropriate, the Group may make 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 end of the
reporting 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
2026 2025 2026 2025
£000 £000 £000 £000
Variable rate instruments
Financial assets
32,425
24,258
1,792
590
Financial liabilities
1
(48,375)
(41,627)
(48,375)
(41,627)
Adjusted net debt
(15,950)
( 17,369)
(46,583)
(41,037)
1. Net of prepaid arrangement fee of £0.9m (FY25: £1.2m)
Additional Information
Financial Statements
GovernanceStrategic Report
137
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
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 end of the reporting date would change equity and profit and loss by £0.2m
(FY25: £0.2m). This calculation has been applied to risk exposures existing at the end of the reporting 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 of 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 to create a natural hedge.
The Group aims to hold the majority of its cash and cash equivalent balances in the local currency of the respective entity to minimise revaluation volatility risk.
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 end of the reporting date.
The Euro‑denominated RCF and EDG utilised facilities (‘combined facilities’) of €42.1m (£36.8m) is net investment hedged against the net asset value of TR Italy, TR Germany, TR Spain
and TR Holland. The USD‑denominated combined facilities of $1.7m (£1.3m) is net investment hedged against the net asset value of Falcon and TR Fastenings (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 €7.7m and $5.8m respectively
(£6.8m and £4.4m respectively) is naturally hedged by equivalent intercompany debtor assets in the Company.
There is an economic relationship between the hedged item and the hedging instrument as the net investment creates a translation risk that will match the foreign exchange risk on
the USD and EUR borrowings. The Group has established a hedge ratio of 1:1 as the underlying risk of the hedging instrument is identical to the hedged risk component. The hedge
ineffectiveness will arise when the amount of the investment in the foreign subsidiary becomes lower than the amount of the fixed rate borrowing. The balances outstanding as at
31 March 2026 for these combined facilities is included within other interest‑bearing loans and borrowings in the statement of financial position.
Additional Information
Financial Statements
GovernanceStrategic Report
138
Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
26 Financial instruments continued
(b) Financial instruments risks continued
(iii) Foreign currency risk continued
Monetary assets/liabilities continued
The impact of the hedged item on the statement of financial position is, as follows:
Change in fair value Change in fair value
used for measuring used for measuring
ineffectiveness for ineffectiveness for Foreign currency
the hedged item the hedged instrument translation reserve
Net investment in foreign subsidiaries £000 £000 £000
EUR borrowings
(1,389)
1,389
3,350
USD borrowings
40
(40)
1,154
The hedging gain recognised in Other Comprehensive Income (OCI) before tax is equal to the change in fair value used for measuring effectiveness. There is no ineffectiveness in the
statement of profit or loss.
The Group’s exposure to foreign currency risk is as follows (based on the carrying amount for cash and cash equivalents held in non‑functional currencies):
Singapore Japanese
Sterling Euro US Dollar Dollar Yen Total
31 March 2026 £000 £000 £000 £000 £000 £000
Cash and cash equivalents exposure
1,692
3,889
4,268
—
86
9,935
Singapore Japanese
Sterling Euro US Dollar Dollar Yen Total
31 March 2025 £000 £000 £000 £000 £000 £000
Cash and cash equivalents exposure
673
3,720
4,931
9
172
9,505
Group
A 1% change in significant foreign currency balances against local functional currency at 31 March 2026 would have changed equity and profit and loss by the amount shown below.
This calculation assumes that the change occurred at the end of the reporting 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
2026 2025
Foreign currency
Local currency
£000 £000
Euro
Sterling
(11)
(9)
US Dollar
Singapore Dollar
(18)
(21)
US Dollar
Taiwanese Dollar
(18)
(21)
Euro
Taiwanese Dollar
(16)
(17)
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
26 Financial instruments continued
(c) Capital management and allocation
It is the Board’s desire to maximise long‑term returns. As such, the generation and
disciplined deployment of free cash is a core aspect of Trifast’s strategy. The following
framework and priorities have been established and these are refreshed as part of our
annual budgeting process.
Capital allocation priorities
The Board’s key capital allocation priorities are as follows:
• Continue to maintain adequate working capital as required to support organic growth
in the short term
• Strategic and targeted investments to drive sustainable long‑term organic growth
• Realise acquisitions in line with our acquisition strategy
• A progressive dividend policy, maintaining a medium‑term target dividend cover range
at the top end of between 3.0x to 4.0x
Special dividends and share buybacks, having been considered, do not currently form part
of our capital allocation framework.
Cash conversion
The Group has been, and continues to expect to be, consistently cash generative. In the
longer term, the Board continues to target normalised cash conversion of 70% to 80%,
as we invest in the statement of financial position to support our ongoing organic growth.
2023
2024
2025
2026
Net debt to
underlying EBITDA
2.2x
1.3x
0.97x
0.64x
Calculated in line with the banking agreement.
Maximum adjusted leverage covenant for FY26 was 3.0x. See note 26 (b) (ii) for details.
The Board has determined that in the current macroeconomic and shareholder
environment, it is appropriate to adopt a prudent but flexible capital structure and will
seek to operate in certain circumstances, e.g. non‑organic investment, with leverage of
up to 2.0x adjusted net debt (before IFRS 16): underlying EBITDA.
The Group has various borrowings and available facilities (see section (b) (ii) Liquidity
and interest risk) that contain certain external capital requirements (‘covenants’) that
are considered normal for these types of arrangements. As discussed above, we remain
comfortably within all such covenants.
The capital structure of the Group is provided below:
2025
2026 £000
£000
(restated)
1
Borrowings (note 20)
68,324
62,945
Equity
115,622
115,721
Capital employed
183,946
178,666
1. The prior year comparatives have been restated to reflect the correction of an error relating to the
accounting for IT implementation costs in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors. Refer to note 1 and note 36
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 (FY25: £2.0m).
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
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 66 to 80.
2026 2025
£000 £000
Short‑term employee benefits
2,464
2,330
Compensation for loss of office
—
30
Company contributions to money purchase plans
101
105
Share‑based payments
—
—
2,565
2,465
Transactions with Directors and Directors’ close family relatives
There were no related party transactions with Directors, or Directors’ close family members, in the year (FY25: £nil).
Details of principal subsidiary undertakings, country of registration and principal activities are included in note 30.
Company‑related party transactions with subsidiaries – income/expenditure FY26
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
Subsidiaries
90
—
1,061
1,151
1,960
713
2,673
Company‑related party transactions with subsidiaries – income/expenditure FY25
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
Subsidiaries
180
163
1,060
1,403
2,850
520
3,370
Related party transactions
Company‑related party balances
2026
2025
Balances Balances Balances Balances
receivables payables receivables payables
£000 £000 £000 £000
Subsidiaries
65,610
12,491
58,567
5,272
All related party transactions are on an arm’s length basis.
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
29 Accounting estimates and judgements
The preparation of financial statements in conformity with adopted IFRS requires
management to make judgements, estimates and assumptions that affect the application
of policies and reported annual amounts of assets and liabilities, income and expenses.
Actual results may differ from these estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current and future
periods.
Sources of estimation uncertainty
The sources of estimation uncertainty that management have identified, which may result
in a material adjustment to the carrying amount of assets and liabilities in the next financial
year, are inventory valuation and recoverability of goodwill.
Inventories are stated at the lower of cost and net realisable value with a provision being
made for obsolete and slow‑moving items. Initially, management makes a judgement
on whether an item of inventory should be classified as standard or customer specific.
Inventory which are custom made for specific customers are classified as customer
specific and remaining inventory are classed as standard stock. This classification then
largely determines when a provision is recognised. Predominantly across the Group for
customer‑specific inventory, 50% provision is made for inventories more than 12 months old
and provided at 100% for inventories more than 18 months old. Management then estimates
the net realisable value of the stock for each individual classification. There has been no
change in the past assumptions. In most circumstances, a provision is made earlier for
customer‑specific stock (compared to standard) because it generally carries a greater risk
of becoming obsolete or slow moving given the fastenings are designed specifically for an
individual customer. The amount of write‑downs recognised as an expense in the period
relating to this estimate is detailed in note 18.
The carrying amount of inventory at year end was £64.1m, of which £34.8m related to
customer‑specific stock (FY25: carrying value £70.9m, customer‑specific stock £42.3m).
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‑back of the customer‑specific inventory provision,
to a write‑off at the year end of £3.4m (FY25: £5.6m).
The carrying amount of goodwill at the year end was £21.9m (FY25: £22.1m). Value in use
calculations have been performed and no impairment noted. Sensitivity analysis has been
performed. See note 13 for further details.
Key judgements
The following are the critical judgements, apart from those involving estimates (which
we have dealt with separately above), that the Directors have made in applying the
Group accounting policies and that have had the most significant effect on the amounts
recognised in the financial statements. No judgements have been made that have a
significant effect on the amounts recognised in the financial statements.
Separately disclosed items:
• Determination of items to be disclosed as separately disclosed items. See note 2 for
further details
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
30 Trifast plc subsidiaries
Percentage of
ordinary shares held
Country of Issued and
incorporation fully paid Principal
or registration share capital
activity
Company
Group
Office address
Europe
Trifast Overseas Holdings Ltd
United Kingdom
£112
Holding Company
100%
100%
National Distribution Centre,
Reedswood Park Road, Walsall WS2 8DQ, UK
Trifast Holdings B.V.
Netherlands
€18,427
Holding Company
—
100%
KVK
332
68
836,
Vestigingsnr. 000018832806,
Kelvinstratt 5, 7575 AS Oldenzaal, Netherlands
TR Fastenings Ltd
United Kingdom
£10,200
Manufacture and
—
100%
National Distribution Centre,
distribution of fastenings Reedswood Park Road, Walsall WS2 8DQ, UK
TR Southern Fasteners Limited
Republic of
€254
Distribution of fastenings
—
100%
Mallow Business & Technology Park,
Ireland Mallow, Co. Cork, P51 HV12, Republic of Ireland
TR Holland B.V.
Netherlands
€45,378
Distribution of fastenings
—
100%
Kelvinstraat 5, 7575 AS, Oldenzaal, Netherlands
Lancaster Fastener Company Ltd
United Kingdom
£40,000
Distribution of fastenings
—
100%
Stevant Way Northgate, White Lund Industrial
Estate, Morecambe LA3 3PU, England
TR Fastenings AB
Sweden
SEK 1,500,000
Distribution of fastenings
—
100%
Box
413
3, 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 Italy SPA
Italy
€ 1 87,200
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 Germany GmbH
Germany
€25,000
Distribution of fastenings
—
100%
Lerchenweg 99, 33415 Verl, Germany
Precision Technology Supplies Ltd
United Kingdom
£10,000
Distribution of fastenings
—
100%
Precision Technology Supplies, The Birches
Industrial Estate, East Grinstead, West Sussex
RH19 1XZ, England
TR Fastenings España – Ingeniería
Spain
€3,085
Distribution of fastenings
—
100%
Calle de la Ciencia 43, Viladecans Barcelona,
Industrial, S.L.
CP
0
8
840, Spain
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
Percentage of
ordinary shares held
Country of Issued and
incorporation fully paid Principal
or registration share capital
activity
Company
Group
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.
distribution of fastenings Kaohsiung 81358, 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
Malaysia
MYR 4,586,523
Manufacture and
—
100%
Suite
16
09, Tingkat 16, Plaza Pengkalan,
SDN Bhd distribution of fastenings Batu 3 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
Trifast KSA Ltd
Saudi Arabia
SAR
100,000
Distribution of fastenings
—
100%
7
160, King Khaled Branch Road,
Al Asemah Dist., Saudi Arabia
(Shanghai) Precision Machinery
China
RMB 5,000,000
Manufacture and
—
100%
Area A, 1st Floor, Building 6,
Manufacturing Co Ltd
1
distribution of fastenings No. 38 Dong Sheng Road, Pudong, Shanghai
Americas
TR Fastenings (Inc).
USA
US$20,000
Distribution of fastenings
—
100%
10811
Vine Crest Drive, Suite 190,
Houston, Texas 77086, 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
US$1
Holding Company
—
100%
251
Little Falls Drive,
Wilmington, Delaware, 19808, USA
Dormant
TR Europe Ltd
United Kingdom
£2,500
Dormant
100%
100%
National Distribution Centre,
Reedswood Park Road, Walsall WS2 8DQ, UK
TR Fastenings Poland Sp. Z o.o
Poland
PLN 50,000
Distribution of fastenings
100%
100%
Al Jerozolimskie 56c, 00‑803 Warszawa, Poland
All of the above subsidiaries have been included in the Group’s financial statements.
30 Trifast plc subsidiaries continued
Additional Information
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
31 Alternative Performance Measures
The Annual Report includes both GAAP measures and Alternative Performance Measures (APMs), the latter of which are considered by management to allow the readers of the accounts
to understand the underlying trading performance of the Group. A number of these APMs are used by management to measure the KPIs of the business (see page 10 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 FY26 income statement results (of subsidiaries whose presentational currency is not Sterling) using FY25 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. The underlying EBIT margin achieved was 7.9% (FY25: 6.7%).
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.
2026
2025
Profit Tax Profit Tax
impact impact ETR impact impact ETR
£000 £000 % £000 £000 %
Profit before tax
57
(1,039)
(1,823)%
4,928
(3,888)
(78.9)%
Separately disclosed items
12,263
(2,559)
(20.9)%
5,449
(678)
(12.4)%
Underlying profit before tax
12,320
(3,598)
29.2%
10,377
(4,566)
(44.0)%
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. The underlying profit before tax percentage achieved was 5.9% (FY25: 4.6%).
Additional Information
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
31 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.
2026 2025
£000 £000
Underlying cash conversion
23,160
22,059
Restructuring and transformation costs
(2,907)
(2,859)
Recovery of prior year fraud loss
190
—
Fraud incident loss
(211)
(384)
Profit on disposal of a subsidiary
—
247
Cash generated from operations after working capital
and before taxation
20,232
19,063
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.
2026 2025
£000 £000
Net debt
(35,899)
(38,687)
Right‑of‑use lease liabilities
19,949
21,318
Adjusted net debt
(15,950)
( 17,369)
2026 2025
£000 £000
Underlying EBITDA
23,064
22,018
IFRS 2 Share‑based Payment charge
and other related costs
(1,244)
(426)
Operating lease payments
(3,660)
(4,404)
Adjusted underlying EBITDA
18,160
17,188
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.
2026 2025
£000 £000
Net interest
(4,181)
(4,498)
Right‑of‑use liability interest
1,161
1,016
Adjusted net interest
(3,020)
(3,482)
Underlying return on capital employed (ROCE)
ROCE 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 151. 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. The underlying ROCE achieved was 8.5% (FY25: 8.1%).
2026 2025
£000 £000
Underlying EBIT/underlying operating profit
16,501
14,876
Separately disclosed items within administrative expenses
1
(12,263)
(5,449)
Operating profit
4,238
9,427
1. See note 2 for further details
Working capital as a percentage of revenue
This is calculated as current assets excluding cash and assets held for sale, less current
liabilities excluding liabilities held for sale, restructuring provisions and tax payable as a
percentage of Group revenue. It is a KPI for the Group as it remains a key focus to ensure
efficient allocation of capital on the statement of financial position to improve quality of
earnings and reduce the additional investment needed to support organic growth. The
ratio increased to 42.2% in 2026 from 41.0% in 2025, representing a modest deterioration
in working capital efficiency year‑on‑year.
Additional Information
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
32 Reconciliation of net cash flow to movement in net debt
2026 2025
£000 £000
Net change in cash and cash equivalents
8,685
3,809
Repayment of external loan
2,180
—
Proceeds from external loan
(6,915)
—
Net decrease/(increase) in right‑of‑use liabilities
1,369
(2,694)
Net proceeds from borrowings
(3,365)
(2,694)
Increase in net debt before exchange rate differences
5,509
1,115
Movement in prepaid arrangement fees
(353)
(214)
Exchange rate differences
(2,558)
(200)
Increase in net debt
2,788
701
Opening net debt
(38,687)
(39,388)
Closing net debt
(35,899)
(38,687)
Net debt is reconciled to the statement of financial position as follows:
2026 2025
£000 £000
Cash and cash equivalents
32,425
24,258
Other interest‑bearing loans and borrowings
(48,375)
(41,627)
Right‑of‑use liabilities
(19,949)
(21,318)
Closing net debt
(35,899)
(38,687)
33 Changes in financial liabilities including both cash flows and non‑cash changes
2026 2025
£000 £000
Group
Finance liabilities at 1 April
62,945
60,271
Cash flow changes
1,430
(3,776)
Foreign exchange on financial liabilities
2,000
(863)
Arrangement fees unwinding
353
215
Right‑of‑use liabilities additions
1,697
8,799
Right‑of‑use liabilities derecognition on termination
(101)
(1,701)
Finance liabilities at 31 March
68,324
62,945
The financial liabilities have an interest expense which was fully paid at the year end.
See statement of cash flows on pages 95 and 96.
2026 2025
£000 £000
Company
Finance liabilities at 1 April
46,277
48,405
Cash flow changes
5,000
(1,284)
Loan novation
1
5,622
—
Foreign exchange on financial liabilities
2,974
(1,059)
Arrangement fees unwinding
353
215
Right‑of‑use liabilities disposals
(101)
—
Finance liabilities at 31 March
60,125
46,277
1. During the period, a loan between TR Fastenings Inc. (Houston) and Special Fasteners Engineering Co. Ltd
(SFE) was novated to Trifast plc to more effectively manage foreign exchange risk
The financial liabilities have an interest expense which was fully paid at the year end.
See statement of cash flows on pages 95 and 96.
Liabilities arising from financing activities include other interest‑bearing loans and
borrowings and right‑of‑use liabilities.
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
34 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 2026
UK & Ireland
Europe
North America
Asia
Total
Automotive
7%
18%
7%
6%
38%
Distributors
8%
2%
1%
4%
15%
Medical equipment
1%
—
—
—
1%
Smart infrastructure
6%
4%
6%
1%
17%
Other
8%
12%
2%
7%
29%
Revenue from external customers (AER)
30%
36%
16%
18%
100%
March 2025
UK & Ireland
Europe
North America
Asia
Total
Automotive
9%
16%
7%
6%
38%
Distributors
7%
2%
1%
4%
14%
Medical equipment
1%
—
—
—
1%
Smart infrastructure
6%
3%
5%
2%
16%
Other
8%
13%
2%
8%
31%
Revenue from external customers (AER)
31%
34%
15%
20%
100%
35 Equity‑accounted investments
The Group holds an interest in TR Chia Yi Precision Fastenings Manufacturing (Dongguan) Co. Ltd (‘TR Chia’), an individually immaterial associate accounted for using the equity method.
On 25 September 2023, the Group entered into an agreement to form this associate, with a 40% equity interest. Under the terms of the agreement, the Group was committed to invest
US$0.4m in share capital, to be paid in three instalments. As at 31 March 2026, US$0.4m has been invested with no further payments to be made. As at the reporting date, the Group’s
carrying value of the investment in TR Chia was £0.3m (2025: £0.4m).
The Group’s share of the associate’s profit for the year was £<0.1m (FY25: £0.2m), after eliminating unrealised profit on inventory purchased from TR Chia and still held by the Group at the
year end. TR Chia had no other items of comprehensive income during the year.
36 Prior year restatements for implementation costs of cloud computing SaaS arrangements
The below tables show the impact of restating the prior year consolidated and Company financial statements to correct an error, in accordance with IAS 8, relating to the derecognition
of previously capitalised SaaS‑related costs and associated amortisation which did not meet the criteria for recognition as an asset, following the April 2021 IFRIC agenda decision
on configuration and customisation costs incurred in implementing cloud computing SaaS arrangements, as disclosed in note 1. The restatement has no impact on the FY24 income
statement or cash flow statement.
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Trifast plc Annual Report 2026
Notes to the financial statements continued
for the year ended 31 March 2026
36 Prior year restatements for implementation costs of cloud
computingSaaSarrangements continued
Selected extracts from the consolidated statement of financial position
for the prior year ended 31 March 2025
Previously
reported Restated
31 March 31 March
2025 Restatement 2025
£000 £000 £000
Intangible assets
33,397
(5,359)
28,038
Total non‑current assets
78,545
(5,359)
73,186
Total assets
229,003
(5,359)
223,644
Net assets
121,080
(5,359)
115,721
Retained earnings
68,095
(5,359)
62,736
Selected extracts from the Company statement of financial position
for the prior year ended 31 March 2025
Previously
reported Restated
31 March 31 March
2025 Restatement 2025
£000 £000 £000
Intangible assets
5,359
(5,359)
—
Total non‑current assets
104,418
(5,359)
99,059
Total assets
107,085
(5,359)
101,726
Net assets
57,728
(5,359)
52,369
Retained earnings
13,890
(5,359)
8,531
Restated statement of financial position as at 31 March 2024
Group
Company
2024 2024
£000 £000
(restated) (restated)
Non‑current assets
Property, plant and equipment
19,070
5
Right‑of‑use assets
16,450
55
Intangible assets
30,916
738
Equity investments
159
42,186
Non‑current trade and other receivables
—
61,208
Deferred tax assets
4,256
63
Total non‑current assets
70,851
104,255
Group
Company
2024 2024
£000 £000
(restated) (restated)
Current assets
Inventories
73,403
—
Trade and other receivables
59.039
3,623
Assets classified as held for sale
623
—
Cash and cash equivalents
20,884
910
Total current assets
153,949
4,533
Total assets
224,800
108,788
Current liabilities
Trade and other payables
36,218
1,660
Right‑of‑use liabilities
3,392
11
Other interest‑bearing loans and borrowings
—
6,447
Provisions
2,432
607
Liabilities classified as held for sale
348
—
Tax payable
2,167
—
Total current liabilities
44,557
8,725
Non‑current liabilities
Other interest‑bearing loans and borrowings
41,848
41,848
Right‑of‑use liabilities
15,031
99
Other payables
892
—
Provisions
1,548
—
Deferred tax liabilities
2,105
—
Total non‑current liabilities
61,424
41,947
Total liabilities
105,981
50,672
Net assets
118,819
58,116
Equity
Share capital
6,806
6,806
Share premium
22,537
22,537
Merger reserve
16,328
16,328
Own shares held
(2,194)
(2,194)
Translation reserves
10,496
—
Retained earnings
64,846
14,639
Total equity
118,819
58,116
Additional Information
Financial Statements
GovernanceStrategic Report
149
Trifast plc Annual Report 2026
Glossary of terms
AER
Actual exchange rate.
AGM
Annual General Meeting.
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.
Board
The Board of Directors of Trifast plc.
Capex
Capital Expenditure.
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.
Company
Trifast plc.
Current assets
Cash and anything that is expected to be
converted into cash within 12 months of the
endofthe reporting date.
Current liabilities
Money owed by the business that is generally
duefor payment within 12 months of the end
ofthereportingdate.
Depreciation
The proportion of cost relating to a capital item,
over an agreed period (based on the useful life
ofthe asset).
Director
A Director of Trifast plc.
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.
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 tax
• EBIT/Operating profit: Earnings before interest
and tax
• EBITDA amortisation: Earnings before interest,
taxes, depreciation and amortisation
• Underlying profit before separately disclosed
items (see note 2)
EDG
Export Development Guarantee.
EHS
Environment, Health & Safety.
External auditor
RSM UK Audit LLP.
GAAP
Generally Accepted Accounting Practice.
GHG
Greenhouse Gases.
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.
Group
The Company together with its subsidiaries.
IAS
International Accounting Standards.
IFRS
International Financial Reporting Standards.
IMS
Our Integrated Management System for the
publication and communication of our policies,
procedures, process documentation, forms
andtemplates.
Intellectual Property (IP)
Intangible asset such as a trademark or patent.
ISO
International Organisation for Standardisation.
KPI
Key performance indicator.
LTIP
Long‑Term Incentive Plan.
Legal entity identifier (LEI)
A unique identifier for persons that are legal
entities or structures including companies,
charities, and trusts.
NCSC
The National Cyber Security Centre.
NGFS
The Network of Central Banks and Supervisors for
Greening the Financial System.
NGO
Non‑governmental organisation.
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.
OEE
Overall Equipment Effectiveness.
OEM
Original equipment manufacturers.
Ordinary shares
The ordinary shares in the capital of the Company
of 5p each.
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.
P/E ratio (price per earnings)
The P/E ratio is an important indicator as to
how the investing market views the health,
performance, prospects and investment risk of a
plc. The P/E ratio is arrived at by dividing the share
price by the underlying diluted earnings per share.
PPE
Personal Protective Equipment and includes items
such as masks, helmets, gloves, eye protection
andhigh‑visibility clothing, all designed to keep
people safe.
Additional Information
Financial StatementsGovernanceStrategic Report
150
Trifast plc Annual Report 2026
Glossary of terms continued
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.
RCF
Revolving Credit Facility.
R&D
Research and development.
Reserves
The accumulated and retained difference
between profits and losses year on year since
theCompany’s formation.
Retained profit/earnings
Business profit which is after tax and dividend
payments to shareholders; retained by the business
and used for reinvestment.
Return on capital employed (ROCE)
A fundamental financial performance measure.
Apercentage figure representing earnings before
interest and tax against the money that is invested
in the business.
Underlying EBIT ÷ average capital employed (net
assets + gross debt) × 100 = ROCE.
Rights issue
When a company offers more of its ordinary shares
to current shareholders, commonly to raise extra
capital for the business.
Scope 1 emissions
Direct GHG emissions from sources that are
owned or controlled by the Company, for example,
emissions from combustion in owned or controlled
machinery, vehicles or process emissions.
Scope 2 emissions
Indirect GHG emissions. Scope 2 accounts for
GHG emissions from the generation of purchased
electricity, heat or steam consumed by the
Company and is purchased or otherwise brought
into the organisational boundary of the Company.
Scope 3 emissions
Other indirect GHG emissions across the value
chain. Scope 3 emissions are a consequence of the
activities of the Company but occur from sources
not owned or controlled by the Company. Some
examples of scope 3 activities are extraction or
production of purchased materials, transportation
of purchased fuels and use of sold products
andservices.
Share capital
The statement of financial position 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.
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 statement of financial position 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 statement of
financial position equation is Capital + Liabilities
(where themoney came from) = Assets (where
themoneyis now).
Stock code
A stock code is used to find a listing on the
regulatory market such as the London Stock
Exchange. Trifast plc stock code is TRI.
Subsidiary
An entity that is controlled, either directly or
indirectly by the Company.
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.
TSR
Total Shareholder Return comprising dividends
paid on ordinary shares and the increase or
decrease in the market price of ordinary shares.
UKEF
UK Export Finance.
WACC
Weighted average cost of capital.
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.
Additional Information
Financial StatementsGovernanceStrategic Report
151
Trifast plc Annual Report 2026
Five‑year history
2022 2023 2024 2025 2026
Revenue £218.6m £244.4m £233.7m £223.4m £208.4m
GP margin
2
26.7% 25.3% 25.4% 28.3% 30.0%
Underlying operating profit
1, 2
£14.7m £12.0m £11.9m £14.9m £16.5m
Underlying operating profit margin
1, 2
6.7% 4.9% 5.1% 6.7% 7.9%
Operating profit/(loss)
2
£11.6m £(8.0)k £4.6m £9.8m £4.2m
Operating profit margin
2
5.3% 0.0% 2.0% 4.4% 2.0%
Underlying EBITDA
1, 2
£20.4m £19.3m £19.8m £22.0m £23.1m
Underlying PBT
1, 2
£13.8m £9.3m £6.5m £10.4m £12.3m
PBT/(LBT)
2
£10.6m £(2.7)m £(0.8)m £4.9m £0.1m
ROCE %
1, 2
8.3% 5.4% 5.7% 8.1% 8.5%
Total dividend per share 2.10p 2.25p 1.80p 1.80p 1.90p
Dividend increase/(decrease) % 31.3% 7.1% (20.0)% — 4.3%
Underlying dividend cover 3.9x 2.3x 0.9x 2.4x 3.77x
Underlying diluted EPS
1, 2
8.13p 5.13p 1.62p 4.31p 6.46p
Diluted EPS/(LPS)
2
6.56p (2.12)p (3.29)p 0.77p (0.73)p
Adjusted net debt
3
£23.8m £38.0m £21.0m £17.4m £16.0m
Cash conversion % of underlying EBITDA
1, 2
(66.8)% 48.9% 173.0% 100.2% 94.1%
Share price at 31 March 115p 78p 75p 77p 67p
1. Before separately disclosed items, see note 2
2. Presented after adoption of IFRS 16 Leases from FY20
3. Adjusted (cash)/net debt is excluding the impact of IFRS 16 Leases
Additional Information
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152
Trifast plc Annual Report 2026
Company and advisers
Company
Trifast plc
Incorporated in England
Registered number: 01919797
LSE Premium Listing
Ticker: TRI
LEI Reference: 213800WFIVE6RWK3CR22
Registered office
National Distribution Centre
Reedswood Park Road
Walsall WS2 8DQ
Company Secretary
Christopher Morgan (FCG)
Advisers
Registered auditor
RSM UK Audit LLP
10th Floor
103 Colmore Row
Birmingham B3 3AG
Brokers
Joh. Berenberg, Gossler & Co KG
60 Threadneedle Street
London EC2R 8HP
Singer Capital Markets
1 Bartholomew Lane
London EC2N 2AX
Solicitor
CMS LLP
78 Cannon Street
London EC4N 6AF
Registrar
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Financial PR
h2Radnor Limited
68 King William Street
London EC4N 7HR
Additional Information
Financial StatementsGovernanceStrategic Report
153
Trifast plc Annual Report 2026
Financial calendar
AGM 12.00noon, 8 September 2026
Half‑yearly results
1
17 November 2026
1
Quarterly Trading updates
1
20 October 2026 & 11 February 2027
1
Financial year end
1
31 March 2027
1
Pre‑close trading update
1
28 April 2027
1
Preliminary results
1
June 2027
1
1. Dates are provisional and subject to change
Details of the Company’s up‑to‑date financial reporting calendar can be found on our
website at www.trifast.com/investors/financial‑information/financial‑calendar
Dividend calendar
Proposed final dividend 1.30p
Ex‑dividend date 10 September 2026
Final dividend record date 11 September 2026
Last date for DRIP elections 18 September 2026
Final dividend payment date 9 October 2026
DRIP document mailing date 19 October 2026
Annual General Meeting (AGM)
The Annual General Meeting will be held at 12.00noon on 8 September 2026 at OSIT,
46New Broad Street, London EC2M 1JH.
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
Additional Information
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154
Trifast plc Annual Report 2026
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National Distribution Centre
Reedswood Park Road
Walsall
WS2 8DQ
Tel: +44 (0)8454 811 800
Our website: www.trifast.com
LinkedIn: linkedin.com/company/tr‑fastenings
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Trifast plc Annual Report 2026 for the year ended 31 March 2026