Directors' Report

The Directors present their Directors' Report and financial statements for the year ended 31 March 2012.

Results and proposed dividends

Total Group revenue from continuing operations was £112.51 million (2011: £106.09 million) and the profit for the year before taxation was £4.76 million (2011: profit of £2.52 million). Underlying profit before tax for the Group was £5.00 million (2011: profit £3.77 million); see note 2 for breakdown.

The Directors recommend a final dividend of 0.50 pence net of tax (2011: nil pence) per ordinary share to be paid on 18 October 2012 to Shareholders registered at the close of business on 29 June 2012. This has not been included within creditors as it was not approved before the year end.

Principal activities and business review

The principal activity of the Group during the financial year has been that of the manufacture and distribution of industrial fastenings and category 'C' components.

A review of the business activity and future prospects of the Group are covered in the Chairman's and CEO's Statement and the Directors' Business Review. This includes that information to be included in the Directors' Report as required by the enhanced business review under s417 of the Companies Act 2006.

A balanced and comprehensive review of the development and performance of the Group and its position at the year end is given in the Business Review. An analysis of key performance indicators is given here.

A description of the principal risks and uncertainties facing the Group is discussed on these pages.

A description of the main trends and factors likely to affect future development is given in the Managing the Business section.

Information on environmental and social issues is provided in the Corporate Social Responsibility section.

The key assumptions underlying the going concern basis of preparation are included on this page.

Annual General Meeting

The Annual General Meeting will be held on 20 September 2012 at Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW.

Policy and practice on payment of creditors

The Group does not follow any code or standard on payment practice as it is the Group's policy to settle creditors promptly on mutually agreed terms. The terms will vary from supplier to supplier and suppliers will be aware of the terms of payment.

For smaller suppliers where no terms are agreed, payment will normally be made in the month following receipt of goods or services.

The number of days' purchases in trade payables at the end of the financial year for the Company was 57 (2011: 57) and 61 (2011: 59) for the Group.

Directors and Directors' interests

The Directors who held office during the year were as follows:

Chairman

M M Diamond — (Executive Director)

Executive Directors

J C Barker — (Chief Executive Officer)
M R Belton — (Group Finance Director)
G P Budd
S V Murphy
G C Roberts

Independent Directors(Non-Executive)

N S Chapman — (Senior Independent)
J Shearman

The Directors' remuneration and their interests in share capital are shown in the Remuneration Report.

Substantial shareholdings

Details of the share structure of the Company are disclosed in note 25.

As at 31 May 2012, the Company was aware of the following material interests, representing 3% or more of the issued share capital of the Company:


No. of
shares held
% of
shares held
Henderson Global Investors 14,453,767 13.52
Michael C Timms 10,850,000 10.15
Schroder Investment Management Limited 10,652,536 9.97
Hargreave Hale Limited 9,238,938 8.65
AXA Framlington Investment Managers 7,090,000 6.63
Michael J Roberts 5,960,000 5.58
Universities Superannuation Scheme Ltd (USS) 4,248,618 3.98
River & Mercantile Asset Management 4,175,534 3.91
Hermes Investment Management Ltd 4,066,432 3.81
NFU Mutual 3,233,822 3.03

Corporate Governance

The Corporate Governance Statement should be read as forming part of the Directors' Report.

Takeover Directive

Where not provided elsewhere in the Directors' report, the following provides the additional information required to be disclosed as a result of the implementation of the Takeover Directive.

There are no restrictions on the transfer of Ordinary shares in the capital of the Company other than certain restrictions which may from time to time be imposed by law (for example, insider trading law). In accordance with the Listing Rules of the Financial Services Authority, certain employees are required to seek the approval of the Company to deal in its shares.

The Company is not aware of any agreements between Shareholders that may result in restrictions on the transfer of shares or on voting rights.

The rules governing the appointment and replacement of Directors are set out in the Corporate Governance Statement section of the Directors' report. The Company's Articles of Association may only be amended by a Special resolution at a General Meeting of Shareholders.

The Company is a party to a number of banking agreements that, upon a change of control of the Company, could be terminable by the bank concerned.

Outside of the extension of certain Directors' rolling contract periods and notice periods (see Directors' Remuneration Report) there are no agreements between the Company and its Directors or employees which provide for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid.

The Company is not aware of any contractual or other agreements which are essential to its business which ought to be disclosed in the Directors' Report.

Employees

The Group has a policy of offering equal opportunities to employees at all levels in respect of the conditions of work. Throughout the Group it is the Board's intention to provide possible employment opportunities and training for disabled people and to care for employees who become disabled having regard to aptitude and abilities. Our Corporate Social Responsibility Statement can be found on our website www.trifast.com.

Regular consultation and meetings, formal or otherwise, are held with all levels of employees to discuss problems and opportunities. Information on matters of concern to employees is presented in the in-house letters and publications.

Financial Instruments

Information in respect of the Group's policies on financial risk management objectives including policies to manage credit risk, liquidity risk and foreign currency risk are given in note 27 to the financial statements.

Political and charitable contributions

During the year the Group made no political donations (2011: £nil) and various charitable contributions totalling £1,907 (2011: £29,544).

Disclosure of information to Auditors

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 Auditors are 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 Auditors are aware of that information.

Auditors

In accordance with Section 489 of the Companies Act 2006, a resolution for the reappointment of KPMG Audit Plc as Auditors of the Company is to be proposed at the forthcoming Annual General Meeting.

By order of the Board

Mark Belton
Company Secretary
Trifast House
Bellbrook Park
Uckfield
East Sussex
TN22 1QW

Company registered number: 1919797

18 June 2012

We use cookies and track users anonymously, check this box and save to disable. We are inferring consent by continuing.