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Independent auditors’ report
 
  To the members of Tomkins plc
We have audited the consolidated financial statements of Tomkins plc and its subsidiaries (together, ’the Group’) for the year ended 2 January 2010 (‘the Group’s financial statements’) which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated cash flow statement, the consolidated balance sheet, the consolidated statement of changes in equity and the related notes 1 to 48. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (‘IFRS’) as adopted by the European Union.

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ 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.

Respective responsibilities of Directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the Group’s financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the Group’s financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the Group’s financial statements
An audit involves obtaining evidence about the amounts and disclosures in the Group’s financial statements sufficient to give reasonable assurance that the Group’s financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates made by the Directors; and
the overall presentation of the Group’s financial statements.

Opinion on the Group’s financial statements
In our opinion the Group’s financial statements:

give a true and fair view of the state of the Group’s affairs as at 2 January 2010 and of its loss for the year then ended;
have been properly prepared in accordance with IFRS as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation.

Separate opinion in relation to IFRS as issued by the IASB
As explained in note 2 to the Group’s financial statements, the Group, in addition to complying with its legal obligation to comply with IFRS as adopted for use in the European Union, has also complied with IFRS as issued by the International Accounting Standards Board (‘IASB’).

In our opinion the Group’s financial statements comply with IFRS as issued by the IASB.

Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the Group’s financial statements are prepared is consistent with those financial statements.

Matters on which we are required to report by exception
We have nothing to report in respect of the following:

Under the Companies Act 2006 we are required to report to you if, in our opinion:

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.

Under the Listing Rules we are required to review:

the Directors’ statement in relation to going concern; and
the Company’s statement relating to its compliance with the nine provisions of the June 2008 Combined Code specified for our review.

Other matter
We have reported separately on the individual financial statements of Tomkins plc for the year ended 2 January 2010 and on the information in the Remuneration Committee report that is described as having been audited.

John Murphy (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom


26 February 2010