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REGISTERED NUMBER: 07236370















MINI-GEARS HOLDINGS LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2024






MINI-GEARS HOLDINGS LIMITED (REGISTERED NUMBER: 07236370)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024










Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 4

Income Statement 8

Balance Sheet 9

Notes to the Financial Statements 10


MINI-GEARS HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 APRIL 2024







DIRECTORS: A P Darwent
P R Darwent
P S Durkin
D Jobe





REGISTERED OFFICE: Top Gear House
Bletchley Road
Heaton Mersey Ind Estate
Stockport
Cheshire
SK4 3ED





REGISTERED NUMBER: 07236370





AUDITORS: Clarke Nicklin LLP
Chartered Accountants and
Statutory Auditors
Clarke Nicklin House
Brooks Drive
Cheadle Royal Business Park
Cheadle
Cheshire
SK8 3TD

MINI-GEARS HOLDINGS LIMITED (REGISTERED NUMBER: 07236370)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2024


The directors present their report with the financial statements of the company for the year ended 30 April 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of a holding company.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 May 2023 to the date of this report.

A P Darwent
P R Darwent
P S Durkin
D Jobe

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Clarke Nicklin LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.


MINI-GEARS HOLDINGS LIMITED (REGISTERED NUMBER: 07236370)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2024

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





P S Durkin - Director


7 January 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MINI-GEARS HOLDINGS LIMITED


Opinion
We have audited the financial statements of Mini-Gears Holdings Limited (the 'company') for the year ended 30 April 2024 which comprise the Income Statement, Balance Sheet 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 30 April 2024 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
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 directors are responsible for the other information. The other information comprises the information in 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, except to the extent otherwise explicitly stated in our report, 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 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 the audit:
- the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MINI-GEARS HOLDINGS LIMITED


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 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; or
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MINI-GEARS HOLDINGS LIMITED


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.

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

Procedures to identify risks:
- enquiring of management concerning the company's procedures relating to: identifying, evaluating and
complying with laws and regulations and whether they were aware of any instances of noncompliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected
or alleged fraud;
- discussing among the engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud
in the following areas: management's assessment of the carrying value of intangible assets; and
- obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing
on those laws and regulations that had a direct effect on the financial statements or that had a
fundamental effect on the operations of the company. The key laws and regulations we considered in this
context included UK Companies Act, employment law, health and safety, pensions legislation and tax
legislation.

The procedures to respond to risks identified included:
- reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with relevant laws and regulations discussed above;
- enquiring of management, concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate
risks of material misstatement due to fraud;
- reviewing correspondence with HMRC;
- reassessing the carrying value of intangible assets; and
- in addressing the risk of fraud through management override of controls, testing the appropriateness of
journal entries and other adjustments; assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MINI-GEARS HOLDINGS LIMITED


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.




Andrew Baggott ACA (Senior Statutory Auditor)
for and on behalf of Clarke Nicklin LLP
Chartered Accountants and
Statutory Auditors
Clarke Nicklin House
Brooks Drive
Cheadle Royal Business Park
Cheadle
Cheshire
SK8 3TD

7 January 2025

MINI-GEARS HOLDINGS LIMITED (REGISTERED NUMBER: 07236370)

INCOME STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024

2024 2023
£    £   

TURNOVER - -
OPERATING PROFIT - -

Income from shares in group undertakings 560,094 366,007
PROFIT BEFORE TAXATION 560,094 366,007

Tax on profit - -
PROFIT FOR THE FINANCIAL YEAR 560,094 366,007

MINI-GEARS HOLDINGS LIMITED (REGISTERED NUMBER: 07236370)

BALANCE SHEET
30 APRIL 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Investments 4 3,883,574 3,883,574

CURRENT ASSETS
Debtors 5 2 2

CREDITORS
Amounts falling due within one year 6 3,881,940 3,881,940
NET CURRENT LIABILITIES (3,881,938 ) (3,881,938 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,636

1,636

CAPITAL AND RESERVES
Called up share capital 1,228 1,228
Capital redemption reserve 408 408
SHAREHOLDERS' FUNDS 1,636 1,636

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 7 January 2025 and were signed on its behalf by:





P S Durkin - Director


MINI-GEARS HOLDINGS LIMITED (REGISTERED NUMBER: 07236370)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024


1. STATUTORY INFORMATION

Mini-Gears Holdings Limited is a private company, limited by shares , registered in Not specified/Other. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in Sterling (£).

Going concern
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors have reached this conclusion giving due consideration to the projected future performance of the group, any potential risk that might impact the company's ability to meet its required solvency levels, and the position with regard to bank borrowing. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Preparation of consolidated financial statements
The financial statements contain information about Mini-Gears Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Mini Gears Group Holdings Limited, Top Gear House Bletchley Road, Heaton Mersey Industrial Estate, Stockport, United Kingdom, SK4 3ED.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates
In the application of the Group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future period.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.


MINI-GEARS HOLDINGS LIMITED (REGISTERED NUMBER: 07236370)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024


2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Trade and other debtors
Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the trade debtors and other debtors are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4 (2023: 4) directors are remunerated by other group companies.

4. FIXED ASSET INVESTMENTS
Shares in
group
undertaking
£   
COST
At 1 May 2023
and 30 April 2024 3,883,574
NET BOOK VALUE
At 30 April 2024 3,883,574
At 30 April 2023 3,883,574

MINI-GEARS HOLDINGS LIMITED (REGISTERED NUMBER: 07236370)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024


4. FIXED ASSET INVESTMENTS - continued

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

Mini-Gears(Stockport)Limited
Registered office: Top Gear House Bletchley Road, Heaton Mersey Industrial Estate, Stockport, United Kingdom, SK4 3ED
Nature of business: Component manufacturer
%
Class of shares: holding
Ordinary 100.00

Components Worldwide Limited
Registered office: Top Gear House Bletchley Road, Heaton Mersey Industrial Estate, Stockport, United Kingdom, SK4 3ED
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

This company is a subsidiary of Mini-Gears(Stockport)Limited.

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Other debtors 2 2

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Amounts owed to group undertakings 3,881,940 3,881,940

7. SECURED DEBTS

National Westminster Bank PLC holds a charge, dated 6 June 2016, creating a fixed and floating charge over the group's assets.

8. ULTIMATE CONTROLLING PARTY

The ultimate parent entity is Mini Gears Group Holdings Limited which is the next senior parent for which publicly available consolidated financial statements are prepared which include the results of
Mini-Gears Holdings Limited. Mini Gears Group Holdings Limited is the parent of the smallest and
largest group for which consolidated financial statement are prepared, the parent company's registered
office is Top Gear House, Heaton Mersey Industrial Estate, Stockport, Cheshire SK4 3ED. The consolidated financial statements can be obtained from Companies House.

The ultimate controlling party are the directors of the ultimate parent company by virtue of their controlling interest in the ultimate parent, Mini Gears Group Holdings Limited.