REGISTERED NUMBER: 03886198 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

FOR

NORBAR TORQUE TOOLS HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

P A Brodey

N A Brodey

C L Rohll

T L Chambers

J Kostrzewa

R Miller

M Gapinski

SECRETARY:

C L Rohll

REGISTERED OFFICE:

Wildmere Road

Banbury

Oxfordshire

OX16 3JU

REGISTERED NUMBER:

03886198 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

BANKERS:

HSBC plc

17 Market Place

Banbury

Oxfordshire

OX16 5ED

The directors present their strategic report for the year ended 31 December 2017.

REVIEW OF BUSINESS

During 2017 the group has undergone considerable structural change. At the beginning of the second quarter

of the year, Norbar Torque Tool Holdings and the associated group companies were acquired by Snap-On Inc

(A New York stock exchange listed company).

As part of the initial acquisition Norbar Torque Tools Holdings acquired the remaining 50% of the joint

ventures in Norbar Torque Tools Inc (NTTi) and Norbar Torque Tools (China) Limited.

Subsequent to these changes Norbar Torque Tools Limited (NTTL) and NTTi were purchased by other

companies within the Snap-On group, they no longer play any role in the future results of Norbar Torque

Tools Holdings Ltd.

The group continues to focus on the distribution of torque tools for the accurate tightening of threaded

fasteners, with the majority of the stock originating from NTTL, but they also stock and sell complementary

products and offer additional value added services such as repair, calibration and design of customer specific

solutions based around standard tools.

The group has already identified the importance of expansion into higher growth economies. The wholly

owned distribution companies in China, India and Singapore are continuing to grow brand awareness in their

respective territories.

ON BEHALF OF THE BOARD:

P A Brodey - Director

6 September 2018

The directors present their report with the financial statements of the company for the year ended 31 December 2017.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2017 will be £ 34,144,790 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2017 to the date of

this report.

P A Brodey

N A Brodey

C L Rohll

Other changes in directors holding office are as follows:

J M Brodey - resigned 4 May 2017

T L Chambers - appointed 4 May 2017

J Kostrzewa - appointed 4 May 2017

R Miller - appointed 4 May 2017

M Gapinski - appointed 4 May 2017

C A Brodey ceased to be a director after 31 December 2017 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial

statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law

the directors have elected to prepare the financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 company and of the profit or loss of the company 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 applicable accounting standards have been followed, 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain

the company's transactions and disclose with reasonable accuracy at any time the financial position of the

company and enable them to ensure that the financial statements comply with the Companies Act 2006. They

are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the

Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps

that he or she ought to have taken as a director in order to make himself or herself aware of any relevant

audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

P A Brodey - Director

6 September 2018

Opinion

We have audited the financial statements of Norbar Torque Tools Holdings Limited (the 'company') for the

year ended 31 December 2017 which comprise the Income Statement, Other Comprehensive Income,

Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary

of significant accounting policies. The financial reporting framework that has been applied in their preparation

is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally

Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2017 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	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 Auditors'

responsibilities for the audit of the financial statements section of our report. We are independent of the

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, 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.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to

report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the

Strategic Report and the Report of the Directors, but does not include the financial statements and our Report

of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. 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.

Opinion on other matters prescribed by 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of

the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to

report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 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 company or to cease

operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our

Report of the Auditors.

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 a Report of the Auditors 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.

Mark Spafford (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

10 September 2018

TURNOVER

-

-

Administrative expenses

139,330

(1,722,656

)

(139,330

)

1,722,656

Other operating income

1,319,709

843,195

OPERATING PROFIT

4

1,180,379

2,565,851

Profit on sale of investment

5

35,411,355

-

36,591,734

2,565,851

Income from participating interests

608,187

133,125

Interest receivable and similar income

2,670

10,165

610,857

143,290

37,202,591

2,709,141

Interest payable and similar expenses

6

76,660

151,474

PROFIT BEFORE TAXATION

37,125,931

2,557,667

Tax on profit

7

138,393

143,829

PROFIT FOR THE FINANCIAL YEAR

36,987,538

2,413,838

PROFIT FOR THE YEAR

36,987,538

2,413,838

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

36,987,538

2,413,838

FIXED ASSETS

Investments

9

1,549,357

864,857

Investment property

10

12,412,673

7,316,526

13,962,030

8,181,383

CURRENT ASSETS

Debtors

11

1,476,800

3,888,662

Cash at bank

87,187

713,910

1,563,987

4,602,572

CREDITORS

Amounts falling due within one year

12

3,779,851

1,100,682

NET CURRENT (LIABILITIES)/ASSETS

(2,215,864

)

3,501,890

TOTAL ASSETS LESS CURRENT LIABILITIES

11,746,166

11,683,273

CREDITORS

Amounts falling due after more than one year

13

-

(2,697,007

)

PROVISIONS FOR LIABILITIES

16

(61,581

)

(143,829

)

NET ASSETS

11,684,585

8,842,437

CAPITAL AND RESERVES

Called up share capital

17

59,790

60,390

Retained earnings

18

11,624,795

8,782,047

SHAREHOLDERS' FUNDS

11,684,585

8,842,437

The financial statements were approved by the Board of Directors on 6 September 2018 and were signed on its behalf by:

C L Rohll - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2016

60,390

6,787,791

6,848,181

Changes in equity

Dividends

-

(419,582

)

(419,582

)

Total comprehensive income

-

2,413,838

2,413,838

Balance at 31 December 2016

60,390

8,782,047

8,842,437

Changes in equity

Issue of share capital

(600

)

-

(600

)

Dividends

-

(34,144,790

)

(34,144,790

)

Total comprehensive income

-

36,987,538

36,987,538

Balance at 31 December 2017

59,790

11,624,795

11,684,585

1.	STATUTORY INFORMATION

Norbar Torque Tools Holdings Limited is a private company, limited by shares , registered in England

and Wales. The company's registered number and registered office address can be found on the

Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements have been prepared on a going concern basis despite the net current liability

position of £2.2m. This position is influenced by the requirement under FRS102 to show group debt

with no defined payment terms as being due within one year. The Company has full group support in

the form of such an inter-company loan. Although the loan is repayable on demand, the directors do

not consider that the lender will require repayment in the foreseeable future, and therefore the

company will be able to continue as a going concern.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and

Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Norbar Torque Tools Holdings Limited as an

individual company and do not contain consolidated financial information as the parent of a group.

Norbar Torque Tools Holdings Limited is part of a large group and has taken advantage of the

exemption from the requirements to prepare group accounts.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102

'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related

party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from

changes in fair value is recognised in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement,

except to the extent that it relates to items recognised in other comprehensive income or directly in

equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been

enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at

the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods

different from those in which they are recognised in financial statements. Deferred tax is measured

using tax rates and laws that have been enacted or substantively enacted by the year end and that are

expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable

that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at

the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of

exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at

the operating result.

3.	DIRECTORS' EMOLUMENTS

2017

2016

£

£

Directors' remuneration

137,472

490,181

Directors' pension contributions to money purchase schemes

-

20,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

4

4

Information regarding the highest paid director is as follows:

2016

2016

£

£

Emoluments etc

-

131,250

Pension contributions to money purchase schemes

-

10,000

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2017

2016

£

£

Profit on disposal of fixed assets

-

(99,507

)

Auditors' remuneration

(3,500

)

15,000

Foreign exchange differences

53,358

(170,238

)

Revaluation of investment property

-

(1,699,692

)

5.	EXCEPTIONAL ITEMS

2017

2016

£

£

Profit on sale of investment

35,411,355

-

On 4th May 2017, the remaining 50% holdings of Norbar Torque Tools Inc and Norbar Torque Tools

(China) Ltd were purchased by the Company for £4,412,460 and £776,309 respectively.

Subsequently, as part of a re-organisation of the group in June 2017, the following sales of subsidiaries

were made to fellow group companies:-

Norbar Torque Tools Inc was sold for £5,990,625.

Norbar Torque Tools Ltd was sold for £33,925,000.

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2017

2016

£

£

Bank loan interest

32,306

103,572

Loan

33,792

-

Interest payable

10,562

47,902

76,660

151,474

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2017

2016

£

£

Current tax:

UK corporation tax

220,641

-

Deferred tax

(82,248

)

143,829

Tax on profit

138,393

143,829

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The

difference is explained below:

2017

2016

£

£

Profit before tax

37,125,931

2,557,667

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2016 - 20%)

7,053,927

511,533

Effects of:

Expenses not deductible for tax purposes

7,600

-

Income not taxable for tax purposes

(6,843,713

)

(26,625

)

Utilisation of tax losses

(1,499

)

(7,547

)

Group relief

-

(125,069

)

Investment property transactions and revaluation

(77,922

)

(208,463

)

Total tax charge

138,393

143,829

8.

DIVIDENDS

2017

2016

£

£

Ordinary shares of £1 each

Interim

33,984,790

119,580

'A' Ordinary shares of £1 each

Interim

160,000

300,002

34,144,790

419,582

9.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in joint

undertakings

venture

Totals

£

£

£

COST

At 1 January 2017

864,798

59

864,857

Additions

5,188,769

-

5,188,769

Disposals

(4,504,210

)

(59

)

(4,504,269

)

At 31 December 2017

1,549,357

-

1,549,357

NET BOOK VALUE

At 31 December 2017

1,549,357

-

1,549,357

At 31 December 2016

864,798

59

864,857

The company's investments at the Balance Sheet date in the share capital of companies include the

following:

Norbar Torque Tools Pte Limited

Registered office: 194 Pandan Loop, 07-20 Pantech Business Hub, Singapore 128 383

Nature of business: Distributor of torque tools

%

Class of shares:

holding

$1 Ordinary

100.00

Norbar Torque Tools (India) Pvt Ltd

Registered office: Plot No A - 168, Khairne Industrial Area, Thane Belapur Road, Mahape, Navi Mumbai - 400 709, India

Nature of business: Distributor of torque tools

%

Class of shares:

holding

Ordinary

100.00

Norbar Limited

Registered office: Wildmere Road, Banbury, Oxfordshire, OX16 3JU

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Norbar Torque Tools (China) Limited

Registered office: Wildmere Road, Banbury, Oxfordshire, England, OX16 3JU

Nature of business: Holding company

%

Class of shares:

holding

£1 Ordinary shares

100.00

Norbar Torque Tools (China) Limited has a 100% interest in Norbar Torque Tools (Shanghai) Limited,

a company incorporated in China, whose principal activity is the distribution of torque tools.

10.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2017

7,316,526

Additions

5,096,147

At 31 December 2017

12,412,673

NET BOOK VALUE

At 31 December 2017

12,412,673

At 31 December 2016

7,316,526

The fair value has been determined on an open market basis and is based on a valuation by an

independent valuer who holds a recognised and relevant professional qualification and has recent

experience in the location and class of the investment property being valued.

Fair value at 31 December 2017 is represented by:

£

Valuation in 2014

(435,030

)

Valuation in 2016

1,699,693

Cost

11,148,010

12,412,673

11.

DEBTORS

2017

2016

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

1,476,800

2,033,402

Amounts owed by participating interests

-

430,790

Other debtors

-

480,478

Tax

-

75,000

1,476,800

3,019,670

Amounts falling due after more than one year:

Other debtors

-

868,992

Aggregate amounts

1,476,800

3,888,662