REGISTERED NUMBER: 00380480 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

FOR

NORBAR TORQUE TOOLS LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

P A Brodey

N A Brodey

C L Rohll

R Miller

J Kostrzewa

T L Chambers

M Gapinski

SECRETARY:

C L Rohll

REGISTERED OFFICE:

Wildmere Road

Banbury

Oxfordshire

OX16 3JU

REGISTERED NUMBER:

00380480 (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

REVIEW OF BUSINESS

The company's range of products is focused on the torque tool market (torque tools and measuring

instruments) with the addition of ultrasonic measurement for measuring bolt length and load. To some extent

the company's prosperity is related to the amount of activity in the engineering sectors around the world and

any change in the level of activity is likely to affect the results. In 2017 a recovery in oil and other commodity

prices improved trading conditions and the company increased its turnover by 12% over 2016.

The company continues to have three different routes to market as follows:

1) distribution through Norbar branded companies in its group including those in America, China, Singapore

and India;

2) independent distributors of tools and torque products; and

3) catalogue companies selling a wide range of tools, some of which are under the customers' own brand

name.

In addition, the company now has new channels to market available to it as a result of the purchase of the

Norbar group of companies by Snap-on Inc (a New York Stock Exchange listed company with operations

world wide). As a result it is now supplying a number of product lines to Snap-on under the Snap-on brand as

well as finding new routes to market for Norbar branded products.

This multi-tiered approach to market serves the company well however, like all things, it is subject to ongoing

review to see if the model needs changing in any particular country or industrial sector. The impact of internet

sales is becoming increasingly apparent with both advantages in terms of reaching a wider customer base

and disadvantages in the disruptive effect it has on existing supply chains. This may lead to changes to the

distribution model in future. The very broad nature of the company's distribution, not just in geographic

market terms, but also industrial markets, means that to some extent the company is protected from any

specific country risk or industrial sector risk.

During 2017 the company focussed on a number of continuous improvement projects which increased its

efficiency. This, combined with better sales figures, led to a significant increase in gross margin. More

continuous improvement initiatives are planned for 2018.

The key financial highlights are as follows:

2016 (£)

2017 (£)

Turnover

25,284,124

28,331,019

Turnover Growth

-0.05%

12%

Gross Profit Margin

32.46%

37.3%

Profit before tax

103,296

1,218,123

In 2017 the company continued to invest heavily in new products and launched new models of torque

wrenches, hand operated and powered torque multipliers and calibration equipment in the year. These have

been received very well by the market and, together with the new products already planned for 2018, will help

to boost performance in 2018 in terms of turnover and profit.

The number of employees remained relatively stable during 2017 at an average of 298 as compared with 295

in 2016.

PRINCIPAL RISKS AND UNCERTAINTIES

In common with all trading businesses, the company is exposed to a variety of risks in the conduct of its

normal business operations. The company maintains a range of insurance policies against major identified

insurable risks including (but not limited to) those related to business interruption, damage to property and

equipment, product and employee liability. While it is not possible to completely record or quantify every

material risk, below is summary of those risks that the directors believe are most significant to the company's

business:

Operational and commercial risks

The company's revenues are principally derived from the sales of torque tightening and measuring tools and

instruments. The markets for these products (and therefore revenues) are subject to variations in patterns of

demand and economic growth. The wide range of markets and geographic territories serviced by the group

mitigates this risk.

Market competition

Competition within the torque tool industry remains strong with competitors at both the high quality and lower

quality/lower price ends of the market which puts pressure on selling prices. The company has also become

aware of copies of its products entering the market which pose risks to both sales and reputation as the

copies may be incorrectly associated with the company. The company will continue to develop and sell high

quality products and the directors believe that in this market it remains competitive. The company is also

investing in registered intellectual property protection to help mitigate this risk.

Foreign exchange risk

The company continues to sell mainly in pounds and so the continuing political uncertainty in the UK around

the Brexit decision provides an ongoing currency risk. However, currency risk is now mitigated through

hedging. The company's strategy is to focus on continuous improvement and increasing its efficiency to help

counteract the impact of increased prices and salaries.

Suppliers

Although the company takes care to ensure alternative sources of supply are available for goods on which the

company's business is critically dependent, this is not always possible. The company follows a policy of local

supply where possible and has strong relationships with its key suppliers. It is actively looking to reshore the

supply of some components which are currently sourced from outside of the UK

IT and systems reliability

The company is dependent on its information technology systems to operate its business efficiently, without

failure or interruption. While data within key systems is regularly backed up and the system is subject to virus

and fire wall protection, any failure of back up systems or other major interruption to the information

technology system could have a disruptive effect on the company's business.

Skilled employees

In order to remain competitive the company needs to remain at the forefront of the development of new

products. To do this it needs to be able to recruit suitably skilled employees, particularly engineers and skilled

CNC machine operators. The company is working closely with local schools and universities to promote

engineering as a career and to attract suitably skilled individuals to the company.

Political change

The company sells worldwide including into regions that are politically unstable and sales can be impacted by

sanctions or other export controls that may be imposed by the UK government. An increasing move towards

protectionism in major markets including Russia, China and India also pose risks to the business. The

company has started to investigate the possibility of local assembly in some markets to counteract this risk.

Brexit

It is unclear what the UK's trading relationship with the EU will be once it has left the EU and also what impact

this will have on its relationships with other countries outside the EU with which the UK currently enjoys a

preferential trade agreement by virtue of being in the EU. The possibility of the imposition of tariffs on exports

to the EU and increased difficulty in recruiting from the EU are both potential risks to the company. Work on

continuous improvement and efficiency savings has been stepped up to try to counteract the impact of tariffs

and the company continues to recruit apprentices and engage with schools and colleges to raise its profile

when recruiting.

ON ORDER 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

No dividends will be distributed for the year ended 31 December 2017.

RESEARCH AND DEVELOPMENT

The company continues with its research and development activities. The purpose of this is to develop new

concepts to improve the technology used in torque tools and to continue to bring new products to market to

enable the company to maintain its product range as being a worldwide market leading torque tool

manufacturer.

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:

R Miller - appointed 4 May 2017

J Kostrzewa - appointed 4 May 2017

T L Chambers - 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.

EMPLOYEES

The company shares information with employees through cascade briefings or "Team Briefs". The directors

continue to meet regularly with the senior managers to discuss the core aspects of the business and to

consider trading trends and marketing policies that are applicable to an ever-changing global sales

environment.

The company has monthly gatherings to communicate general news and has an elected representative body

which complies with the European Information and Consultation Directive requirements.

DISABLED EMPLOYEES

The company has policies and procedures in place to encourage employees with disabilities. Managers

receive education in the requirements of the Disability Discrimination Act 1995 and the Equality Act 2010.

To remove any possible discrimination our application form for recruitment does not ask if a potential

applicant has a disability. After selection of candidates, in our invite, for interview letter we ask what

reasonable adjustments can be made to enable that applicant to attend.

We work closely with our Occupational Health team to make the necessary reasonable adjustments for those

who become disabled to allow them to continue to carry out their job roles.

Our Equal Opportunities policy commits that we treat all our employees equally for recruitment, selection,

training and development and promotion.

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), including

Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland'. 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;

-	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 ORDER OF THE BOARD:

P A Brodey - Director

6 September 2018

Opinion

We have audited the financial statements of Norbar Torque Tools Ltd (the 'company') for the year ended

31 December 2017 which comprise the Statement of 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 six, 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 FCCA ACA (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

3

28,331,019

25,284,124

Cost of sales

17,769,666

17,078,013

GROSS PROFIT

10,561,353

8,206,111

Administrative expenses

9,421,488

8,311,192

1,139,865

(105,081

)

Other operating income

82,072

209,657

OPERATING PROFIT

5

1,221,937

104,576

Income from fixed asset investments

130

130

Interest receivable and similar income

597

7,259

727

7,389

1,222,664

111,965

Interest payable and similar expenses

6

4,541

8,669

PROFIT BEFORE TAXATION

1,218,123

103,296

Tax on profit

7

87,013

(397,926

)

PROFIT FOR THE FINANCIAL YEAR

1,131,110

501,222

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,131,110

501,222

FIXED ASSETS

Intangible assets

8

145,270

190,362

Tangible assets

9

9,637,598

9,751,119

9,782,868

9,941,481

CURRENT ASSETS

Stocks

10

3,723,348

3,217,230

Debtors

11

5,940,817

4,909,805

Cash at bank and in hand

1,296,888

1,917,231

10,961,053

10,044,266

CREDITORS

Amounts falling due within one year

12

3,431,770

4,035,453

NET CURRENT ASSETS

7,529,283

6,008,813

TOTAL ASSETS LESS CURRENT LIABILITIES

17,312,151

15,950,294

CREDITORS

Amounts falling due after more than one year

13

-

(3,950

)

PROVISIONS FOR LIABILITIES

16

(427,364

)

(192,667

)

NET ASSETS

16,884,787

15,753,677

CAPITAL AND RESERVES

Called up share capital

17

62,770

62,770

Retained earnings

18

16,822,017

15,690,907

SHAREHOLDERS' FUNDS

16,884,787

15,753,677

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

62,770

15,189,685

15,252,455

Changes in equity

Total comprehensive income

-

501,222

501,222

Balance at 31 December 2016

62,770

15,690,907

15,753,677

Changes in equity

Total comprehensive income

-

1,131,110

1,131,110

Balance at 31 December 2017

62,770

16,822,017

16,884,787

1.	STATUTORY INFORMATION

Norbar Torque Tools Ltd 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts,

rebates, value added tax and other sales taxes.

Turnover from the sale of goods are recognised when significant risks and rewards of ownership of the

goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable

that the economic benefits associated with the transaction will flow to the company and the costs

incurred or to be incurred in respect of the transaction can be measured reliably. This is either on an

ex-works basis for international sales or a CIP basis for domestic sales.

Intellectual property

Amortisation is provided to write off intellectual property over its estimated useful life of 5 years from

the acquisition date of the intellectual property.

Computer software

Amortisation is provided to write off computer software over its estimated useful life of 5 years from

when the asset comes into use by the company.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Improvements to property

-

4% on cost

Plant and machinery

-

Over 10 years

Fixtures and fittings

-

Straight line over 15 years

Motor vehicles

-

25% on reducing balance

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation

and accumulated impairment losses. Cost includes costs directly attributable to making the asset

capable of operating as intended.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due

allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling

costs in bringing stocks to their present location and condition.

Stocks are valued on a First In First Out basis using a standard costing pricing model.

During the year the company adjusted the way it calculates the value of its stock holdings to more

accurately reflect the true nature of its operations. This has resulted in a valuation increase of £860k,

and a subsequent increase in profit by the same value.

Stock recognised in cost of sales during the year as an expense was £NIL.

Taxation

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

Comprehensive Income, 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet.

Those held under hire purchase contracts are depreciated over their estimated useful lives. Those

held under finance leases are depreciated over their estimated useful lives or the lease term,

whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The

capital element of the future payments is treated as a liability.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the

company's pension scheme are charged to profit or loss in the period to which they relate.

Government grants

Revenue grants are charged to the profit and loss account when the expenditure is incurred. Capital

grants are deducted from the acquisition cost of fixed assets acquired under the terms of the grant.

Key future assumptions

Under the new ownership, the company is looking to grow its turnover, and has a budget and plan in

place that see's 2018 turnover grow to over £30 million and earnings of over £1.5m.

Changes in accounting estimates

Bad Debt Provision

Bad debts are assessed according to how long the customer is over their terms by:

100% for customers with known trading issues

90%- 180 days or more over their terms

50% - between 121-179 days over their terms

20% - between 90-120 days over their terms

Stock Provision

Stock provision is assessed on usage over the past 12 months compared to the relative stock

holdings,

Quantity over 12 mths usage - 5%

Quantity over 24 mths usage - 20%

Quantity over 36 mths usage - 30%

No usage in last 12 mths - 100%

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2017

2016

£

£

United Kingdom

7,282,906

6,734,939

Overseas

21,048,113

18,549,185

28,331,019

25,284,124

4.	EMPLOYEES AND DIRECTORS

2017

2016

£

£

Wages and salaries

10,356,952

9,491,951

Social security costs

1,012,560

967,679

Other pension costs

493,861

481,617

11,863,373

10,941,247

The average number of employees during the year was as follows:

2017

2016

Production

226

223

Management and administration

72

72

298

295

2017

2016

£

£

Directors' remuneration

433,554

360,939

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

Information regarding the highest paid director is as follows:

2017

2016

£

£

Emoluments etc

152,988

131,250

Pension contributions to money purchase schemes

-

10,000

5.	OPERATING PROFIT

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

2017

2016

£

£

Depreciation - owned assets

816,951

475,608

Depreciation - assets on hire purchase contracts

27,778

83,524

Loss/(profit) on disposal of fixed assets

8,175

(20,844

)

Intellectual property amortisation

12,100

12,100

Computer software amortisation

32,992

22,551

Auditors' remuneration

9,750

18,000

Foreign exchange differences

(23,971

)

(176,845

)

Research and development expenditure

166,110

233,074

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2017

2016

£

£

Bank interest

3,747

-

Hire purchase

794

8,669

4,541

8,669