Company registration number 13977606 (England and Wales)
GEAR BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
GEAR BIDCO LIMITED
COMPANY INFORMATION
Directors
Mr M O'Connell
Mr J Pierce
Company number
13977606
Registered office
Unit 3, Northtown Trading Estate
122-128 North Lane
Aldershot
Hampshire
GU12 4UB
Auditor
Sumer Audit
5 Peveril Court
6-8 London Road
Crawley
West Sussex
RH10 8JE
GEAR BIDCO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 13
GEAR BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -

The directors present the Strategic Report of Gear Bidco Limited (the “Company”) for the year ended 30 September 2024.

Fair review of the business

The business of the Company is that of an investment holding company.

 

The results for the financial year ended 30 September 2024 are set out in the Statement of Comprehensive Income.

Principal risks and uncertainties

Management of risk remains critical for the Company in delivering growth plans. Given the nature of the Subsidiary’s business, the principal risks and uncertainties are economic and financial risks, and the policies and actions put in place to mitigate these risks are set out below.

 

Economic Risk

The economic risk is based upon the risk of inflation, a downturn in the economy and the slowing of demand in the Subsidiary’s end market sectors, and the effect these would have on the business’ marketplace and its ability to pay dividends. These are managed by undertaking regular and frequent assessments of the risks faced using both macro market indicators and micro stakeholder information on the market, enabling the directors to take mitigating actions.

 

Financial Risk

Rising inflation in the UK is being felt in the profit and loss account with raw materials and power costs experiencing notable rises in the Subsidiary’s results. These costs are being passed on to the customer base in the form of price increases and energy surcharges and will be the subject of ongoing scrutiny to ensure that threats to profitability are diminished.

 

The Company is exposed to movements in Bank of England’s Base Rate as the Company’s cost of debt servicing is based upon this metric. Debt servicing is funded from dividends paid by the Subsidiary.

On behalf of the board

Mr J Pierce
Director
11 November 2024
GEAR BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 30 September 2024.

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M O'Connell
Mr J Pierce
Auditor

The auditor, Sumer Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr J Pierce
Director
11 November 2024
GEAR BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -

The directors are responsible for preparing the annual 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 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:

 

 

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.

GEAR BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GEAR BIDCO LIMITED
- 4 -
Opinion

We have audited the financial statements of Gear Bidco Limited (the 'company') for the year ended 30 September 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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:

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 Auditor's 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

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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

GEAR BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF GEAR BIDCO LIMITED
- 5 -
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 directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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.

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 (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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

GEAR BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF GEAR BIDCO LIMITED
- 6 -

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Tony Summers BA FCA (Senior Statutory Auditor)
For and on behalf of Sumer Audit
12 November 2024
Chartered Accountants
Statutory Auditor
Crawley
Sumer Audit is the trading name of Sumer Auditco Limited
GEAR BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
-
-
Administrative expenses
(5,949)
(7,638)
Operating loss
(5,949)
(7,638)
Interest receivable and similar income
5
2,836,562
3,698,404
Interest payable and similar expenses
6
(2,269,813)
(1,818,960)
Profit before taxation
560,800
1,871,806
Tax on profit
7
-
0
-
0
Profit for the financial year
560,800
1,871,806

The profit and loss account has been prepared on the basis that all operations are continuing operations.

GEAR BIDCO LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
8
29,373,503
29,373,503
Current assets
-
-
Creditors: amounts falling due within one year
10
-
0
(700,000)
Net current liabilities
-
0
(700,000)
Total assets less current liabilities
29,373,503
28,673,503
Creditors: amounts falling due after more than one year
11
(15,140,386)
(15,001,186)
Net assets
14,233,117
13,672,317
Capital and reserves
Called up share capital
13
118,378
118,378
Share premium account
11,719,336
11,719,336
Profit and loss reserves
2,395,403
1,834,603
Total equity
14,233,117
13,672,317

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 11 November 2024 and are signed on its behalf by:
Mr J Pierce
Director
Company registration number 13977606 (England and Wales)
GEAR BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 9 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 October 2022
118,378
11,719,336
(37,203)
11,800,511
Year ended 30 September 2023:
Profit and total comprehensive income
-
-
1,871,806
1,871,806
Balance at 30 September 2023
118,378
11,719,336
1,834,603
13,672,317
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
560,800
560,800
Balance at 30 September 2024
118,378
11,719,336
2,395,403
14,233,117
GEAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 10 -
1
Accounting policies
Company information

Gear Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 3, Northtown Trading Estate, 122-128 North Lane, Aldershot, Hampshire, GU12 4UB.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in Sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the company’s principal risks and uncertaintiestrue, and the impact of subsequent events in making their assessment.  Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

GEAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 11 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including other creditors and bank loans, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Auditors remuneration

The auditor's fee for the audit of the financial statements of the company are borne by fellow group company F.T. Gearing Systems Limited.

4
Employees

The average monthly number of persons (including directors) employed by the company during the period was 2 (2023 - 2).

5
Interest receivable and similar income
2024
2023
£
£
Income from fixed asset investments
Income from shares in group undertakings
2,836,562
3,698,404
GEAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 12 -
6
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
2,130,613
1,697,384
Amortisation of loan issue costs
139,200
121,576
2,269,813
1,818,960
7
Taxation

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
560,800
1,871,806
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2023: 19.00%)
106,552
355,643
Tax effect of income not taxable in determining taxable profit
(538,947)
(702,697)
Group relief
432,395
347,054
Taxation charge for the year
-
-
8
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
9
29,373,503
29,373,503
9
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
F.T. Gearing Systems Limited
Unit 3 Northtown Trading Estate, 122-128 North Lane, Aldershot, Hampshire, GU12 4UB
Ordinary
100.00
10
Creditors: amounts falling due within one year
2024
2023
£
£
Other creditors
-
0
700,000
GEAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 13 -
11
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
12
15,140,386
15,001,186
12
Loans and overdrafts
2024
2023
£
£
Bank loans
15,140,386
15,001,186
Payable after one year
15,140,386
15,001,186

Bank loans relate to a facility provided by Beechbrook UK SME Credit Ltd and this matures on the 22 April 2027, this is shown as net of issue costs which are being amortised, the total amount due on 22 April 2027 is £15.5m. This facility is secured by a fixed and floating charge over all assets in the company and the company's subsidiary, F.T. Gearing Systems Limited. The facility accrues interest at 8.5% over the Bank of England base rate and is paid quarterly.

13
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
11,837,813
11,837,813
118,378
118,378

The company has one class of ordinary shares which carries one vote, and full rights to dividends and capital distribution, including on winding up.

14
Related party transactions

At the prior period end, £700,000 was owed to the previous owners of F.T. Gearing Systems Limited as deferred consideration on the purchase of the subsidiary in 2022. At the year end this was fully paid and no amount was outstanding.

15
Ultimate controlling party

The intermediate parent undertaking is Gear Holdco Limited, a company incorporated in the United Kingdom. The registered office is Unit 3 Northtown Trading Estate, 122-128 North Lane, Aldershot, Hampshire, GU12 4UB.

 

The results of this company are included within the consolidated financial statements of Gear Holdco Limited, copies of which are available from Companies House.

 

The ultimate parent company is Precision Ultimate Holdings LLC (Delaware), which is incorporated in the United States of America.

2024-09-302023-10-01falseCCH SoftwareCCH Accounts Production 2024.200Mr M O'ConnellMr J Piercefalsefalse139776062023-10-012024-09-3013977606bus:Director12023-10-012024-09-3013977606bus:Director22023-10-012024-09-3013977606bus:RegisteredOffice2023-10-012024-09-30139776062024-09-30139776062022-10-012023-09-3013977606core:RetainedEarningsAccumulatedLosses2022-10-012023-09-3013977606core:RetainedEarningsAccumulatedLosses2023-10-012024-09-30139776062023-09-3013977606core:CurrentFinancialInstrumentscore:WithinOneYear2024-09-3013977606core:CurrentFinancialInstrumentscore:WithinOneYear2023-09-3013977606core:Non-currentFinancialInstrumentscore:AfterOneYear2024-09-3013977606core:Non-currentFinancialInstrumentscore:AfterOneYear2023-09-3013977606core:ShareCapital2024-09-3013977606core:ShareCapital2023-09-3013977606core:SharePremium2024-09-3013977606core:SharePremium2023-09-3013977606core:RetainedEarningsAccumulatedLosses2024-09-3013977606core:RetainedEarningsAccumulatedLosses2023-09-3013977606core:ShareCapital2022-09-3013977606core:SharePremium2022-09-3013977606core:RetainedEarningsAccumulatedLosses2022-09-3013977606core:UKTax2023-10-012024-09-3013977606core:UKTax2022-10-012023-09-3013977606core:Non-currentFinancialInstruments2024-09-3013977606core:Non-currentFinancialInstruments2023-09-3013977606core:CurrentFinancialInstruments2024-09-3013977606core:CurrentFinancialInstruments2023-09-3013977606bus:PrivateLimitedCompanyLtd2023-10-012024-09-3013977606bus:FRS1022023-10-012024-09-3013977606bus:Audited2023-10-012024-09-3013977606bus:FullAccounts2023-10-012024-09-30xbrli:purexbrli:sharesiso4217:GBP