Tucker GmbH

Deutsche SBD Holding Limited, Zweigniederlassung Idstein

Idstein

Deutsche SBD Holdings Limited

Duplin/ Irland

Konzernabschluss zum Geschäftsjahr vom 01.01.2021 bis zum 31.12.2021

Registered number 660599

Contents

Directors and other information

Directors' report

Statement of directors' responsibilities in respect of the Directors' Report and the financial statements

Independent auditors report to the members of Deutsche SBD Holdings Ltd.

Consolidated profit and loss account and other comprehensive income

Consolidated balance sheet

Consolidated Statement of changes in equity

Company balance sheet

Statement of changes in equity

Consolidated Cash Flow Statement

Notes forming part of the financial statements

Directors and other information

Directors' report

The directors present their directors' report and consolidated financial statements of the Group for the year ended 31 December 2021.

Principal activities

The principal activity of the Group is the production and selling of tools, spare parts and mechanical fastening and joining elements for the automotive industry as well as engineered fastening and assembly systems for the industrial business. In terms of tools and spare parts, the product range essentially includes stud welding devices, punch riveting systems, weld nut systems, blind riveting tools and drills. The series parts offered include various mechanical fastening and joining elements made of plastic and metal, such as welding studs, punch rivets, blind rivets and various fasteners made of plastic. The Company is also involved with financing activities, principally with members of the Stanley Black & Decker, Inc Group (NYSE: SWK).

Business review

As with almost every market and business across the globe, the past year has created an array of unprecedented challenges for Deutsche SBD Holdings business. Full country lockdowns, heightened safety measures, and staff shortages, coupled with navigating the challenges posed by the UK's exit from the European Union contributed to the performance of the Group.

Turnover increased by c.10.80% to €448 million (2020: €400 million) and the Group saw higher gross margin values of €149 million (2020: €142 million). The Group has undertaken cost saving measures including discretionary spend freezes, restructuring and the utilization of governments' Coronavirus Job Retention Scheme funds.

The directors are of the firm belief that with the continuing focus on customer requirements and product quality the Group can continue to increase its market share and improve its financial performance. The market conditions remain competitive and challenging but the business stability provides a good platform for the delivery of results.

Financial key performance indicator

The 2021 turnover of the Group amounts to €448 million (2020: €400 million), of which fastenings cover €320 million (2020: €273 million), tools and spare parts €101 million (2020: €104 million) and drills €27 million (2020: €23 million).

Gross Margin and Operating Profit

The Gross margin amounts to 33.3% (2020: 35,7%), whereas the Operating loss amounts to -14.9% (2020: -26.6%). This is mainly due to the amortization of goodwill. In order to face cost pressures driven by the overall declining business circumstances, the Group has undertaken many cost saving measures including discretionary spend freezes, restructuring and the utilization of government's Coronavirus Job Retention Scheme initiatives.

However, the increase in sales of fastening elements appeared to be above the general decline the automotive industry experienced through the Covid pandemic, so that the Group actually gained further market share in this area. Main reason for this positive performance is the strong activities within the area of product development.

The directors are of the firm belief that with the continued focus on customer requirements and product quality the Group can continue to increase its market share and improve its financial performance. The market conditions remain competitive and challenging but the business stability provides a good platform for the achievement of positive business results.

Principal risks and uncertainties

The principal risks and uncertainties facing the Group are broadly grouped as competitive, liquidity and refinancing, market and interest rate risks. The Group's principal financial instruments comprise intercompany balances between fellow group undertakings, the main purpose of which is to provide finance for its normal operations. In addition, and in common with the vast majority of the world's economy, the company and the group to which it belongs could be affected by the Covid-19 pandemic. The directors' consideration of the risks and uncertainties in this respect are outlined below.

Competition risk

The Group operates in a competitive market that could result in losing sales to competitors. The Group manages this risk by providing a value-added service to its customers based upon quality, integrity and innovative product solutions and backed by competitive finance packages and long-standing experience of the market.

Liquidity and refinancing risk

The Group's objective is to produce continuity of funding at a reasonable cost. The Group uses its existing finances to support this objective.

Market and interest rate risk

The directors consider that they will be able to renegotiate the Group's financial position within an acceptable timescale so as to minimize the impact of significant changes in interest rates.

Covid-19

While the impact on this individual business from Covid-19 could be considered to be limited the directors are mindful that the Group is part of a large multinational group where subsidiaries are subject to the continuing support of the ultimate holding company. With this in mind the directors have considered the ability of the ultimate parent company, and the group in its entirety, to navigate the current extremely difficult period. This consideration can be found in the Directors' Report.

Future developments in the business

The Group continues to invest in its Research and Development activities, both in the continuous improvement of existing products and also in the development of new products. The Research and Development centers actively support the Group through the development, patent protection, and launch of innovative new products. The Group continues to make investments to ensure that it complies with legislative requirements, particularly with regard to the environment and health and safety.

Results for the year

The results of the Group for year ended 31 December 2021 are set out in the Consolidated Statement of Profit and Loss Account and Other Comprehensive Income on page 13 and in the related notes.

Dividends

No dividend was declared or paid during the year (2020: NIL).

Directors and secretary and their interests

The directors and secretary who served during the year and the subsequent period to date are as follows:

Directors:

Secretary:

The directors who held office at 31 December 2021 had no beneficial interests in the shares in, or debentures or loan stock of, the Company and had no disclosable interests in the shares in, or debentures or loan stock of, other Group companies.

Political contributions

The Group made no disclosable political contributions or incurred any disclosable political expenditure during the period.

Post balance sheet events

Overall, there were no significant events subsequent to the balance sheet date that would require adjustment to or disclosure in the financial statements.

In February 2022, a number of countries (including the US, UK and EU) imposed sanctions against certain entities and individuals in Russia as a result of the official recognition of the Donetsk People Republic and Lugansk People Republic by the Russian Federation. Announcements of potential additional sanctions have been made following military operations initiated by Russia against the Ukraine on 24 February 2022.

Due to the growing geopolitical tensions, since February 2022, there has been a significant increase in volatility on the securities and currency markets, as well as a significant depreciation of the ruble against the US dollar and the euro. It is expected that these events may affect the activities of Russian enterprises in various sectors of the economy.

The Group regards these events as non-adjusting events after the reporting period

Although neither the company's or Group's performance and going concern nor operations, at the date of this report, have been significantly impacted by the above, the Board of Directors/Managers continues to monitor the evolving situation and its impact on the financial position and results of the company.

Relevant audit information

The directors believe that they have taken all steps necessary to make themselves aware of any relevant audit information and have established that the Group's statutory auditor is aware of that information. In so far as they are aware, there is no relevant audit information of which the Group's statutory auditor is unaware.

Accounting records

The directors believe that they have complied with the requirements of sections 281 so 285 of the Companies Act 2014 with regard to maintaining adequate accounting records by employing accounting personnel with appropriate expertise and by providing adequate resources to the financial function. The accounting records of the Group and Company are maintained at Black-&-Decker-Strasse 40, 65510 Idstein, Germany and are available for inspection at the company's registered office upon request.

Compliance statement

The directors are responsible for securing compliance with the relevant obligations of the Group which comprise all obligations under Irish tax law and certain obligations under the Companies Act 2014. The directors have completed the following procedures to ensure compliance

Audit Committee

The Company's ultimate parent, Stanley Black & Decker Inc., is a regulated entity that must meet certain requirements in accordance with its NYSE listing. As a result, the Stanley Black'& Decker Group has an Audit Committee with responsibility for, amongst other things, the monitoring of the effectiveness of the Group's systems of internal control, internal audit and risk management. On that basis, the Board of Directors, having considered the matter, has concluded that a. separate audit committee, within the meaning of the Companies Act 2014, will not be put in place for the Company.

Auditor

The independent auditor, RBK Business Advisors, Chartered Accountants and Statutory Audit Firm, have expressed their willingness to continue in accordance with Section 383 (2) of the Companies Act 2014.

Statement of directors' responsibilities in respect of the Directors' Report and the financial statements

The directors are responsible for preparing the directors' report 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 they have elected to prepare the Group and Company financial statements in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and "Republic of Ireland' issued by the Financial Reporting Council and promulgated by the Institute of Chartered Accountants in 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 assets, liabilities and financial position of the Group and Parent Company and of the Group's profit or loss for that year. In preparing the Group and Parent Company financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position and profit or loss of the Parent Company and which enable them to ensure that the financial statements comply with the Companies Act 2014 and enable the financial statements to be audited. They are responsible for such internal controls as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other Irregularities. The directors are also responsible for preparing a directors' report that complies with the requirements of the Companies Act 2014.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DEUTSCHE SBD HOLDINGS LIMITED

Opinion

We have audited the financial statements of Deutsche SBD Holdings Limited (the 'Company') and its subsidiaries (the 'group') for the period ended 31 December 2021, which comprise the Consolidated Profit and Loss Account and Statement of Comprehensive Income, the Group and company Balance Sheets, the Group and company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is Irish law and Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In our opinion:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) 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 the Company in accordance with the ethical requirements that are relevant to our audit of financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA), 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

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.

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 or 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.

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 directors are responsible for the other information. The other information comprises the information included in the Annual report, other than the financial statements and our Auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 2014

Based solely on the work undertaken in the course of the audit, we report that:

We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

In our opinion the accounting records of the company were sufficient to permit the financial statements to be readily and properly audited, and the financial statements are in agreement with the accounting records.

Matters on which we are required to report by exception

Based on the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Directors' Report.

The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of directors' remuneration and transactions required by sections 305 to 312 of the Act are not made. We have nothing to report in this regard

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement on page 7, 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 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 management either intends to liquidate the Group or the parent company or to cease operations, or has 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 (Ireland) 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.

As part of an audit in accordance with ISAs (Ireland), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the company's members, as a body, in accordance with Section 391 of the Companies Act 2014. 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.

Consolidated profit and loss account and other comprehensive income for the period 1 January 2021 throughout 31 December 2021

Statement of comprehensive income

Total comprehensive loss for the financial year attributable to:

Consolidated balance sheet as at 31 December 2021

Consolidated Statement of changes in equity as at 31 December 2021

Company balance sheet as at 31 December 2021

Statement of changes in equity as at 31 December 2021

Consolidated Cash Flow Statement for the period 1 January 2021 to 31 December 2021

Notes forming part of the financial statements

1 Accounting policies

Deutsche SBD Holdings Ltd. (the "Company" or "DSBDH") is a private company limited by shares according to Irish law and incorporated registered in the Irish Companies Registration Office under the number 660599. DSBDH exercise their business activity only in Germany as a registered branch. The branch is registered in the German Handelsregister under the number HRB 31648, AG Wiesbaden. The company is a tax resident in the Federal Republic of Germany, solely. The Company is registered as a German branch with the German tax authorities Wiesbaden with the tax number 040 231 15419. The address of its registered office is 6th floor, 2 Grand Canal Square, Dublin 2, D02 A3432, Republic of Ireland.

These financial statements were prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard Applicable in the UK and Republic of Ireland" ("FRS 102"). There have been no material departures from the Standards. The presentation currency of these financial statements is Euro. All amounts in the financial statements have been rounded to the nearest €1,000, except where otherwise stated.

The holding undertaking is included in the consolidated financial statements and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12.

The following exemption available under FRS 102 in respect of certain disclosures for the holding undertaking financial statements have been applied:

The accounting policies set out below have, unless otherwise stated, being applied consistently to all years presented in these financial statements.

Judgments made by the directors, in the application of the accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustments in the next year are discussed in note 29.

1.1 Measurement convention

The financial statements are prepared on the historical cost basis, except that investment property is measured at fair value.

1.2 Going concern

These financial statements have been prepared on a going concern basis, as the directors are satisfied that the Company to date has been able to meet its liabilities as they fall due and at that time of the approval of the financial statements there is sufficient cash resources within the Group to continue to do so and in addition, wider support of the global Stanley Black & Decker group is available should the Group require it.

1.3 Basis of consolidation

The consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 31 December 2021. A subsidiary is an entity that is controlled by the holding undertaking. The results of subsidiary undertakings are included in the consolidated profit and loss account from the date that control commences until the date that control ceases. Control is established when the company has the power to govern the operating and financial policies of an entity so as to obtain benefits from its activities. In assessing control, the group takes into consideration potential voting rights that are currently exercisable.

Under Section 304 of the Companies Act 2014 the company is exempt from the requirement to present its own profit and loss account.

In the holding undertaking balance sheet, investment in subsidiaries are carried at cost less impairment.

1.4 Foreign Currency

The consolidated financial statements are presented in Euro.

Transactions in foreign currencies are translated to the company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non- monetary assets and liabilities measured in terms of historical costs in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are recognized in the profit and loss account.

1.5 Basic financial instruments

Trade and other debtors / creditors

Trade and other creditors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors.

Interest-bearing borrowings classified as basic financial instruments

Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. 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 for the purpose only of the cash flow statement.

Investment in subsidiaries

Investments in subsidiaries are carried at cost less impairment.

1.6 Government grants

Government grants are included within deferred income in the balance sheet and credited to the profit and loss account over the expected useful lives of the assets to which they relate or in periods in which the related costs are incurred.

1.7 Tangible fixed assets

Tangible fixed assets are stated at deemed cost less accumulated depreciation and accumulated impairment losses.

Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets, for example land is treated separately from buildings.

The Group assesses at each reporting date whether tangible fixed assets are impaired.

Depreciation is charged to the profit and loss account on a straight line and on reducing balance basis over the estimated useful lives of each part of an item of tangible fixed assets. Land is not depreciated.

The estimated useful lives are as follows:

Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since the last annual reporting date in the pattern by which the Group expects to consume and assets future economic benefits.

1.8 Intangible assets and goodwill

Intangible assets

Expenditure on internally generated goodwill is recognized in the profit and loss account as an expense as incurred.

Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and less accumulated impairment losses.

Amortisation

Amortization is charged to profit or loss on a straight-line basis over the estimated useful lives of intangible assets. Intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

Goodwill

Goodwill is stated at cost less any accumulated amortisation and accumulated impairment losses. Goodwill is allocated to cash generating units or group of cash generating units that are expected to benefit from the synergies of the business combination from which it arose.

1.10 Business combinations

Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the Group.

At the acquisition date, the group recognizes goodwill at the acquisition date as:

1.11 Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Costs based on the first-in first-out principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to the existing location and condition.

1.12 Impairment excluding stocks and deferred tax assets

Financial assets (including trade and other debtors)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the entity would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognized through the unwinding of the discount. Impairment losses are recognized in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Non-financial assets

The carrying amounts of the groups non-financial assets, other than stocks and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less cost to sell. In assessing value in use, the estimated future cash inflows 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 the purpose of impairment testing, assets that cannot be tested individually are grouped together into the small scoop of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets from the cash generating unit.

Impairment losses are reversed if and only if the reason for the impairment have ceased to apply.

Impairment loss is recognized in prior periods assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss 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 amortization, if no impairment loss has had been recognized.

1.13 Employee benefits

Defined contribution plans and other long term employee benefits

A defined contribution plan is a post-employment benefit plan under which the group pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an expense in the profit and loss account in the periods during which services are rendered by employees.

Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide the termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.

Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group's net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in return for their services in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate as determined at the beginning of the annual period to the net defined benefit liability (asset) taking account of changes arising as a result of contributions and benefit payments.

The discount rate is the yield at the balance sheet date on AA credit rated bonds denominated in the currency of 0.5% and having maturity dates approximating to the terms of the Group's obligations. A valuation is performed by a qualified actuary using the projected unit credit method. The Group recognizes net defined benefit plan assets to the extent that it is able to recover the surplus either through reduced contributions in the future or through refunds from the plan.

Changes in the defined benefit liability arising from employer service rendered during the period, net interest on net defined benefit liability, and the cost of plan introductions, benefit changes, curtailments and settlements during the period are recognized in profit or loss.

Remeasurement of the defined benefit liability (asset) is recognized in other comprehensive income in the period in which it occurs.

1.14 Deferred contingent payments

Deferred contingent payments are recognized in the balance sheet at the best estimate of the amount required to settle the payment. Deferred payments are not discounted to reflect the net present value on the grounds of immateriality.

1.15 Turnover

Turnover represents the fair value of goods sold and services provided, exclusive of value added tax, and after deduction of trade discounts. Turnover is recognized upon provision of the goods and services.

Turnover is accrued for services provided by the accounting date but not invoiced and deferred if services are invoiced but not fully provided by the accounting date. Turnover on long term projects and on-going management is spread over the period in which the services are being provided.

Where the Group acts as principle in the provision of these services, turnover is recognized together with the corresponding cost of sale. Where the group acts as agent in the provision of these services, the turnover recognized amounts to the net fee earned.

1.16 Operating leases

Payments (excluding costs for services and insurance) made under operating leases are recognized in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payment related to the structured increase are recognized as incurred. Lease incentives received are recognized in profit and loss over the term of the lease as an integral part of the total lease expense.

1.17 Interest receivable and interest payable

Interest payable and similar charges includes interest payable, net interest on defined benefit pension plans and net foreign exchange losses that are recognized in the profit and loss account see foreign currency accounting policy.

Interest receivable and similar income comprises net foreign exchange gains and interest receivable on funds invested.

Interest income and interest payable are recognized in profit or losses as they accrue, using the effective interest method. Foreign currency gains and losses are reported on a net basis.

1.18 Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognized in the profit and loss account except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognized in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of the fixed asset if and when all conditions for retaining the tax allowances have been met. Deferred taxes not recognized on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.

Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantially enacted at the balance sheet date. The deferred tax balances are not discounted.

Unrelieved tax losses and other deferred tax assets are recognized only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities of future taxable profits.

2 Turnover Activity

3 Expenses

4 Staff numbers and costs

The average number of persons employed by the Group (including executive directors) during the year, analysed by category, was as follows:

Number of employees

The aggregate payroll costs of these persons were as follows:

During the year, the Company utilized payroll support schemes such as the the German "Kurzarbeitergeld" and the English "Coronavirus Job retention Scheme". The total value of payroll supports received amounted to approximately k€ 1.022 (2020: 3.375).

5 Directors' remuneration and other transactions

^(a) The pension contributions above relate to the services of 2 directors.

^(b) The pension contributions above relate to the services of 1 director.

6 Exceptional Items

7 Other operating income

8 Interest receivable and similar income

9 Interest Payable and similar charges

10 Taxation

The tax assessed for the year is lower than the standard rate of corporation tax in Ireland of 12.5%. The differences are explained below:

11 Intangible assets

(a) Goodwill on acquisition of subsidiary undertakings

Goodwill on the acquisition of subsidiary undertakings is amortized over 10 years as, in the opinion of the directors, this approximates its usual economic life. During the period there was an assessment of goodwill performed at group level resulting in no impairment.

(b) Customer base

Customer base purchased from other companies are amortized on a straight-line basis over the director's best estimate of its useful economic life, which is 10 years.

(c) Computer software

Computer software purchased from other companies is amortized on a straight-line basis over the director's best estimate of its useful economic life, which is 3 years.

12 Tangible assets

13 Financial assets Company

14 Stocks

15 Debtors

16 Cash at bank

17 Creditors - amounts falling due within one year

18 Creditors - amounts falling due after more than one year

Undertakings have been provided to a credit institution in relation to certain trade creditors in line with the Buyer Payment services agreement.

The amounts owed to group undertakings are unsecured and repayable on demand. The following loans are Interest bearing:

Interest bearing loans:

The amounts owed to group undertakings are unsecured and repayable on demand. The following loans are interest bearing:

Interest bearing loans:

19 Provision for liabilities and charges

20 Comittments under operating lease

21 Financial instruments

The carrying amounts of the financial assets and liabilities include:

Company

Assets measured at amortised cost:

22 Deferred taxes

23 Share Capital and reserves

Authorised

Shares classified as equity, allotted, called up and fully paid amount to €1.

On 13 November 2019 the company issued one ordinary share of €1 to its immediate parent company, Black & Decker Luxembourg S.à.r.L..

The holder of this share is entitled to receive dividends as declared from time to time and is entitled to one vote per share at meetings of the company.

No dividends were paid during the period.

Capital contributions

Capital contributions represent a capital contribution made by Black & Decker Luxembourg S.à.r.L. during the period ended 31 December 2020 as a result of the Companies acquisition of the German entity Black & Decker Holdings GmbH. This capital contribution was used as a partial payment of the purchase price of financial investment in subsidiaries.

Other reserves

Other reserves represent the foreign exchange reserve.

Profit and loss account

This reserve records any accumulated distributable profits less dividends paid since the inception of the Group and the Company.

24 Retirement benefit obligations - pension information

Pensions for employees are funded through a defined benefit pension scheme and a defined contribution scheme, the assets of which are vested in independent trustees for the benefit of employees and their dependents. The contributions are based on the advice of a professionally qualified actuary.

Defined contribution

The Group operates a defined contribution pension plan for certain employees. The pension plan is administered by independent trustees and is managed externally by investment advisers.

The total pension charge for the year amounted to €260,86k. The contributions for the year were paid at the year end, therefore nothing is included in creditors at the balance sheet date in respect of pension liabilities.

Defined benefit

The Group arranges for valuation of defined benefit schemes to be carried out every year by independent actuarial consultants. The latest actuarial valuation of the scheme was carried out at 31 December 2021. The actuarial reports are available for Inspection by members of the scheme and are not available for public inspection.

The Group accounts for its defined benefit scheme in accordance with FRS 102. The valuation of the defined benefit scheme used to for the purposes of a FRS 102 disclosures have been based on the most recent actuarial valuations as defined and updated by the independent actuaries to take account of the requirements of FRS 102 in order to assess the liabilities as at 31 December 2021. The valuations have been performed using the projected unit method. Scheme assets are stated at their market value at the balance sheet date.

The main assumptions used by actuary at 31 December 2021 and 2020 were as follows:

The assumptions relating to longevity underlying the pension liabilities at the balance sheet date are based on standard actuarial mortality tables and include an allowance for future improvements in longevity.

The assumptions are equivalent to expecting a 65 year-old to live for a number of years as follows: Current pensioner aged 65: 21.6 years (male), 23.5 years (female)

Future retiree upon reaching 65: 22.9 years (male), 25.0 years (female).

Composition of plan assets

Movement in present value of defined benefit obligation

25 Guarantees

Cash-Pooling

In fiscal year 2021, the Group has participated in the European cash pooling of the Stanley Black & Decker Group with Bank of America, National Association, London, United Kingdom, and is jointly and severally liable with the other European participants for the cash pool liabilities of the remaining participants in the amount of their contribution under the cash pooling agreement.

The risk of a claim arising from joint and several liability is considered to be low, as there are no indications of a possible failure of the participating companies. In addition, there were no other contingencies to be reported in the balance sheet or disclosed in the notes on the balance sheet at the balance sheet date.

26 Related Parties

The Company and Group are availing of the exemption available under "Section 33 Related Party Disclosures" of FRS 102 from disclosing transactions entered into between wholly owned undertakings of the Group headed by DSBDH. The companies and groups other related parties, as defined by FRS 102, the nature of the relationship and the extent of the transaction are summarized below.

Key management personal compensation

The key management of the group is determined to be its directors, the remuneration for whom is disclosed in note 5.

Directors

Details of directors of the company are given on page 1.

Their beneficial interests are given on page 4 and details of their remuneration are given in note 5.

27 Ultimate holding undertaking and holding undertaking of larger group

The Company's ultimate parent undertaking is Stanley Black & Decker Inc., New Britain, Connecticut, USA.

The largest group of which the Company is a member in for which group accounts are prepared is that headed by Stanley Black & Decker Inc., New Britain, Connecticut, USA.

The consolidated financial statements of this group are available to the public and may be obtained from the Directors of the Company.

28 Post balance sheet events

Overall, there were no significant events subsequent to the balance sheet date that would require adjustment to or disclosure in the financial statements.

In February 2022, a number of countries (including the US, UK and EU) imposed sanctions against certain entities and individuals in Russia as a result of the official recognition of the Donetsk People Republic and Lugansk People Republic by the Russian Federation. Announcements of potential additional sanctions have been made following military operations initiated by Russia against the Ukraine on 24 February 2022.

Due to the growing geopolitical tensions, since February 2022, there has been a significant Increase in volatility on the securities and currency markets, as well as a significant depreciation of the ruble against the US dollar and the euro. It is expected that these events may affect the activities of Russian enterprises in various sectors of the economy. The Group regards these events as non-adjusting events after the reporting period. Although neither the company's or Group's performance and going concern nor operations, at the date of this report, have been significantly impacted by the above, the Board of Directors/Managers continues to monitor the evolving situation and its impact on the financial position and results of the company.

29 Accounting estimates and judgments

Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements were these judgments and estimates have been made include:

Useful life and recoverability of goodwill

Management reviews its estimate of the useful life and recover ability of goodwill plus, for the Company, recoverability of investments at each reporting date, based on the expected utility of the underlying assets. According to their annual impairment analysis management are satisfied that the goodwill stated in the balance sheet is recoverable and that the Company's investment in its subsidiaries are recoverable.

Valuation of investments

The company carries its investments at cost less accumulated impairment. Management performs an annual review to determine if any indicators of impairment exist. Where an indicator of impairment is noted, management assess the value in use of the investments in subsidiaries by using a net assets model and a discounted cash flow model for trading entities as the valuation techniques as there is a lack of comparable market data due of the nature of the investments. For the discounted cashflow calculations, the key assumptions to which the valuation amounts are most sensitive are discount rates and the estimated cash generated from forecasted results.

Taxation

Management estimation is required to determine the amount of deferred tax assets that can be recognised. Such calculations are sensitive to the likely timing and level of future taxable profits. Further details are contained in note 22.

Operating leases

The Group has entered into leases as a lessee to obtain the use of certain assets. The classification of such leases as operating or finance lease requires the company to determine, based on an evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be recognised in the Balance 'Sheet.

Pension

The cost of defined benefit pension plans are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and the long-term nature of these plans, such estimates are subject to significant uncertainty. In determining the appropriate discount rate, management considers the interest rates of corporate bonds in the respective currency with at least AA rating, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The underlying bonds are further reviewed for quality, and those having excessive credit spreads are removed from the population bonds on which the discount rate is based, on the basis that they do not represent high quality bonds. The mortality rate is based on publicly available mortality rates for the specified country. Pension increases are based on expected future inflation rates for the respective country.

Receivables and other assets

Receivables and other assets are measured at nominal value. All items that carry risks are taken into account by the provision of appropriate individual allowance adjustments; the general credit risk is taken into account by general allowances.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all fixed assets except land, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life. Details in relation to these rates is given in accounting policy 2.14. The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

30 Application of the exemption provisions of Section 264 (3) HGB and Section 264b HGB (German Commercial Code)

The subsidiaries Tucker GmbH (Giessen), B.B.W. Bayrische Bohrerwerke GmbH (Buechlberg), Stanley BBW Real Estate GmbH & Co. KG (Buechlberg), Stanley Tucker Real Estate GmbH & Co. KG (Giessen), Horst Sprenger GmbH recycling-tools (Idstein) and Stanley Feinwerktechnik GmbH (Lahnau) make use of the simplification provisions of Section 264 (3) HGB and partially of Section 264b HGB (German Commercial Code).

Accordingly, the provisions of the First, Third and Fourth Subsection (Unterabschnitt) of the Third Book (Drittes Buch) of the Commercial Code (HGB) with respect to preparation, audit and disclosure do not have to be applied to these companies.

31 Approval of the financial statements

The board of directors approved the financial statements on 21 June 2023.