Company registration number 10208076 (England and Wales)
MERITOR HOLDINGS UK LTD.
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MERITOR HOLDINGS UK LTD.
COMPANY INFORMATION
Directors
Mr H James
Mrs M Eyles
(Appointed 1 August 2024)
Mr E Smith
(Appointed 1 August 2024)
Mr A Holthouse
(Appointed 1 August 2024)
Secretary
Mr H James
Company number
10208076
Registered office
Grange Road
Cwmbran
Gwent
NP44 3XU
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
MERITOR HOLDINGS UK LTD.
CONTENTS
Page(s)
Strategic report
1 - 5
Directors' report
6 - 8
Independent auditor's report
9 - 12
Profit and loss account
13
Statement of comprehensive income
14
Balance sheet
15
Statement of changes in equity
16
Notes to the financial statements
17 - 25
MERITOR HOLDINGS UK LTD.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present their strategic report on the affairs of the company, together with the financial statements, directors' report and auditor's report, for the year ended 31 December 2024. The directors, in preparing this report, have complied with s414c of the Companies Act 2006.

Fair review of the business

The company's principal activity is that of a holding company for certain investments.

 

The company generated a loss after tax of £65,307,000 for the year ended 31 December 2024 (2023: loss of £355,134,000). The loss in the year was largely generated as a result of a fixed asset investment impairment of £65,295,000 (2023: £355,093,000)

 

Principal risks and uncertainties

The company is exposed to potential impairments of its underlying investments. The company’s investment is in Arvin European Holdings (UK) Limited, if the value of that investment should become impaired because of its own trading results and/​or losses on investments, then the company will also incur the risk of an impairment loss. For further details, refer to note 8 to the accounts.

In assessing the net worth of investment in Arvin European Holdings (UK) Limited the directors have used the latest available financial information together with any forecasts alongside other factors such as the overall economy and future prospects together with formal valuations of key indirect investments in determining whether any impairment is necessary.

The company does not use any financial instruments for risk management. As the company is a holding company with negligible purchasing activity, there is no exposure to purchase price risk. The intragroup current account balances are denominated in pounds sterling and are therefore not subject to exchange risk.

 

Section 172 statement

Meritor Holdings UK Ltd. is a holding company and the success of the company is intrinsically linked to the success of its subsidiary undertaking, Meritor Heavy Vehicle Braking Systems (UK) Limited. The s172 statement below is therefore heavily linked to the policies and procedures established in Meritor Heavy Vehicle Braking Systems (UK) Limited.

 

Section 172 of the Companies Act 2006 requires that directors of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

 

  1. The likely consequences of any decision in the long term

  2. The interests of the company’s employees

  3. The need to foster the company’s business relationships with suppliers, customers and others

  4. The impact of the company’s operations on the community and the environment

  5. The desirability of the company maintaining a reputation for high standards of business conduct

  6. The need to act fairly as between members of the company

 

The directors recognise their responsibilities under the Act and are satisfied they have met their duties regarding these matters. Typically, in large and complex companies such as ours, the directors fulfil their duties through a governance framework that delegates day-to-day decision making to employees of the company. The following paragraphs together with relevant cross-references to the financial statements summarise how the directors have fulfilled their duties.

MERITOR HOLDINGS UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Our purpose, strategy and consideration of the consequences of decisions for the long term

 

Our vision is to be the recognised leader in advanced braking solutions to the global commercial vehicle market which drives our mission of:

 

The long term business plan is focussed on driving product development with the primary aim of weight reduction. In addition to existing product development, the Board recognises the need to invest in emerging technologies such as electrification and elements of our research and development investment is focussed on this key area.

 

Employees

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests. Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

 

Employee participation

The Company is part of the wider Cummins, Inc. Group and is therefore party to Group wide policies on procedures with regard employee participation. Both the Company and the wider Group is committed to investing heavily in its people recognizing that people are the core of our business and the provision of a work environment that allows our employees to reach their full potential is vital to the success of the wider business.

 

The Company is committed to recruiting, developing and retaining a high-performing and diverse workforce through strategic partnerships and collaboration within the business. The goal is to maximise individual and organizational potential within the workforce.

 

Both the Company and the Group recognise the need to communicate regularly and effectively with employees at all levels and this is conducted at both a Group and Company level.

 

Group communications include, but are not limited to:

 

Quarterly All Employee meetings

All employees are invited to a quarterly meeting where the group CEO, together with other members of the senior leadership of the Group provide an update on the group covering items such as financial and operational performance, new business wins, strategic update and employee engagement. In addition to being streamed live, these quarterly meetings are available to employees on our intranet site, Bulletin. In addition, on an annual basis this meeting is used to communicate to all employees the annual financial results of the group and how these compare to our stated targets and ultimately on the annual bonus % which all employees are eligible to receive.

 

All Employee emails

All employee emails are regularly distributed and cover a wide ranging number of matters including organisational changes, strategic announcements, employee initiatives, industry and company news. This information is also available on our intranet sites, Bulletin and Cummins Connect.

MERITOR HOLDINGS UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

Bulletin

This is the group’s intranet site and is available to all employees and covers a wide range of areas including information about the group, employee development portals, and company and industry news. The intranet also provides access to a wide array of employee engagement and development tools such as e-learning, career opportunities, employee development, employee resources and employee discounts. In addition, all employees now have access to the Cummins Connect intranet which provides additional resources over and above those included in the Bulletin intranet.

 

In addition to the Group communications, those employees who are employed by the Company also receive additional communications including:

 

Quarterly all employee newsletters

These all employee newsletters provide updates from each of the key functions within the Company including an update on the trading position of the company.

 

Employee bulletin boards

These boards are used to provide information to employees, particularly those operating on the factory floor and with limited access to the intranet. These cover a wide range of areas including operational and financial performance, employee updates together with any employee vacancies and training.

 

Trade Union

All employees below management are part of the Trade Union which meets regularly with local leadership to ensure any employee views are considered as part of local decision making including items such as remuneration, working conditions and any other employee related matters.

 

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

 

Training and development

The company encourages all employees to embrace continuous learning of new concepts, skills and behaviours. All employees are provided access to an employee development in addition to formal training programmes which are relevant to their roles.

 

Health and safety

Environment, health and safety (EH&S) risk management is a prerequisite for commercial success and forms an integral part of our business strategy. Meritor’s commitments are guided by our EH&S Policy, which is global in scope and covers all company entities, affiliates and consolidated joint ventures.

MERITOR HOLDINGS UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Key performance indicators

We are committed to complying with all applicable environmental, health and safety laws and regulations and are building a performance-based culture that encourages employees to strive for best practices in EH&S performance. EH&S responsibility and performance are relevant factors in employment, retention, compensation and business decisions. We provide our employees with regular training on EH&S issues.

 

The operations team works closely with our legal group’s environmental compliance experts to ensure we are aware of the latest trends in environmental compliance and sustainability.

Our Cwmbran manufacturing facility is in compliance with ISO 14001 certification. In addition to systematic management of environmental risks under normal operations, ISO certification also requires the adoption and regular verification of emergency plans and procedures and related staff training. These procedures define roles, responsibilities and responses when tackling emergency situations to protect people and the environment.

 

The environmental certification maintenance process includes a series of external third-party audits, carried out by accredited bodies. The audit process requires annual surveillance monitoring with certification renewal every three years.

 

Business relationships

Our mission is clearly focused on anticipating our customers’ needs and providing the highest levels of service. We have in place dedicated client service teams who are responsible for managing our customer relationships ensuring their needs are met. We hold regular meetings with our major customers focusing on key areas such as product quality, delivery times, cost savings plans and future development utilising a scorecard approach to monitor this.

 

We also recognise the key part that our suppliers play in our mission who are all supported by a dedicated procurement team. We value all our suppliers and have multi-year contracts with our key suppliers.

 

Business conduct

As noted above, the company invests heavily in maintaining strong customer and supplier relationships but the directors also recognise the need to ensure the company conducts its business to the highest standard and meets all regulatory and legal requirements. The directors have established appropriate legal, finance and operational teams to ensure that such matters are met.

 

Community and Environment

The Board recognises that the company is one of the largest employers in the region and a large proportion of our workforce live locally. The company contributes to a number of local initiatives and annually holds an open day for members of the local community to visit the site and view our operations. In addition, the company is a member of the Welsh Automotive Forum meeting regularly to develop a common approach in achieving sustainable continuous improvement for the Automotive Industry in Wales.

MERITOR HOLDINGS UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors’ also recognise the impact large international manufacturing businesses have on the environment and the increasing need to assess and indeed address this. Whilst no formal policies or procedures exist with this regard the directors have identified key components of the business which could impact climate change including:

 

 

The directors have taken steps to address these matters and will continue to do so in the future including:

 

 

The directors recognise that this is a continually evolving area and the Company is committed to ensuring it responds appropriately to climate risk.

Shareholders

The company is a wholly owned subsidiary of Cummins, Inc., a global business listed on the New York Stock Exchange. The vision and mission of the company is aligned with that of Cummins, Inc.

 

Approved by the board and signed on its behalf by

Mr H James
Director
30 June 2025
MERITOR HOLDINGS UK LTD.
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -

The directors present their annual report and audited financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company is that of a holding company.

Results and dividends

The results for the year are set out on page 13.

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 thereafter, unless otherwise stated, were as follows:

Mr H James
Mr J Ramos
(Resigned 1 August 2024)
Mrs M Eyles
(Appointed 1 August 2024)
Mr E Smith
(Appointed 1 August 2024)
Mr A Holthouse
(Appointed 1 August 2024)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date. These provisions apply to directors of parent and subsidiary entities also.

Financial risk management objectives and policies

The Company is a holding company of a group of companies and consequently the most significant financial risk is that associated with liquidity. The Company is however part of the Cummins, Inc. group (“the Group”) and is part of the Group’s cash pooling scheme which ensures sufficient funds are available to maintain liquidity.

Post reporting date events

The company has not identified any post balance sheet events which would necessitate disclosure in the financial statements.

Future developments

The directors expect the general level of activity to remain consistent with 2024 in the forthcoming year.

Auditor

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

MERITOR HOLDINGS UK LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
Statement of directors' responsibilities

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), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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 of disclosure to auditor

Each of the persons who is a director at the date of approval of this report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act.

Going concern

Whilst the company has made a loss of £65,307,000 in the year, this was driven by an impairment of £65,295,000 in its subsidiary undertaking Arvin European Holdings UK Limited. The company has net assets of £340,299,000. The company itself does not generate income but incurs modest professional service fees each year which are settled by fellow Meritor group companies. The directors are confident that this arrangement will continue for the foreseeable future and for at least twelve months from the date of signing the financial statements.

 

The company is part of the wider Cummins, Inc., group. The directors have concluded that the company has sufficient resources to continue to trade for at least twelve months from the date of signing the financial statements and meet any liabilities as they fall due. In drawing this conclusion the directors note that:

Medium-sized companies exemption

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

MERITOR HOLDINGS UK LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
On behalf of the board
Mr H James
Director
30 June 2025
MERITOR HOLDINGS UK LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MERITOR HOLDINGS UK LTD.
- 9 -
Qualified Opinion

We have audited the financial statements of Meritor Holdings UK Ltd. (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, 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, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph the financial statements:

Basis for qualified opinion

With respect to the carrying value of the company's investment in Arvin European Holdings (UK) Limited ("AEH") of £368,346,000 as at 31 December 2024 and £394,769,000 as at 31 December 2023, the audit evidence available to us was limited because AEH owns a number of subsidiary companies which do not prepare publicly available audited accounts. We were unable to obtain sufficient appropriate audit evidence regarding the investment carrying values as at 31 December 2024 and 31 December 2023 by using other audit procedures.

With respect to the carrying value of the company’s investment in Arvinmeritor Sweden AB of £10,952,000 as at 31 December 2024 and £10,952,000 as at 31 December 2023, the audit evidence available to us was limited and we were unable to obtain sufficient appropriate audit evidence regarding the investment carrying value as at 31 December 2024 and 31 December 2023 by using other audit procedures.

Consequently, we were unable to determine whether any adjustments to these amounts were necessary. In addition, were any adjustment to the carrying amount of investment to be required, the strategic report and directors’ report would also need to be amended.

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 Financial Reporting Council’s (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 qualified 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.

MERITOR HOLDINGS UK LTD.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MERITOR HOLDINGS UK LTD.
- 10 -

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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the carrying amount of company’s investment in Arvin European Holdings (UK) Limited as at 31 December 2024 and 31 December 2023. We have concluded that where the other information refers to the carrying amount of investment, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, based on the work undertaken in the course of the audit:

 

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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 any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

In respect solely of the limitation on our work relating to investments, described above:

 

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

MERITOR HOLDINGS UK LTD.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MERITOR HOLDINGS UK LTD.
- 11 -
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.

 

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.

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

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

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

To address the risk of fraud through management bias and override of controls, we:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

MERITOR HOLDINGS UK LTD.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MERITOR HOLDINGS UK LTD.
- 12 -

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 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.

Mr John Griffiths
Senior Statutory Auditor
For and on behalf of UHY Hacker Young
30 June 2025
2025-07-01
Chartered Accountants
Statutory Auditor
Newport
Gwent
United Kingdom
MERITOR HOLDINGS UK LTD.
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£ 000
£ 000
Administrative expenses
(6)
(37)
Operating loss
3
(6)
(37)
Interest payable and similar expenses
6
(6)
(4)
Amounts written off investments
7
(65,295)
(355,093)
Loss before taxation
(65,307)
(355,134)
Tax on loss
8
-
0
-
0
Loss for the financial year
(65,307)
(355,134)

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

MERITOR HOLDINGS UK LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
£ 000
£ 000
Loss for the year
(65,307)
(355,134)
Other comprehensive income
-
-
Total comprehensive (expense) for the year
(65,307)
(355,134)
MERITOR HOLDINGS UK LTD.
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 15 -
2024
2023
Notes
£ 000
£ 000
£ 000
£ 000
Fixed assets
Investments
9
340,426
405,721
Creditors: amounts falling due within one year
11
(127)
(115)
Net current liabilities
(127)
(115)
Net assets
340,299
405,606
Capital and reserves
Called up share capital
12
830,182
830,182
Profit and loss reserves
(489,883)
(424,576)
Total equity
340,299
405,606

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 30 June 2025 and are signed on its behalf by:
Mr H  James
Director
Company registration number 10208076 (England and Wales)
MERITOR HOLDINGS UK LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
Share capital
Profit and loss reserves
Total
£ 000
£ 000
£ 000
Balance at 1 January 2023
830,182
(69,442)
760,740
Year ended 31 December 2023:
Loss and total comprehensive expense
-
(355,134)
(355,134)
Balance at 31 December 2023
830,182
(424,576)
405,606
Year ended 31 December 2024:
Loss and total comprehensive expense
-
(65,307)
(65,307)
Balance at 31 December 2024
830,182
(489,883)
340,299
MERITOR HOLDINGS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
1
Accounting policies
The principal accounting policies are summarised below.  They have all been applied consistently throughout the year and to the preceding year.
Company information

Meritor Holdings UK Ltd. is a private Company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company’s registered office is shown on the company information page.

 

The principal activity of the company is stated in the strategic report (page 1).

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 £ 000.

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 financial statements of the company are consolidated in the financial statements of Cummins, Inc. These consolidated financial statements are available from its registered office, 500 Jackson Street Box 3005 Columbus, IN 47201 United States. They can also be downloaded from the website www.cummins.com.

The company has taken the exemption provided by Section 401 of the Companies Act 2006 and has not prepared

consolidated financial statements on the basis that the company is included in the consolidated financial statements of a larger group and those consolidated financial statements meet the criteria set out in section 401 (2) of the act. These financial statements therefore present information about the company as an individual undertaking and not about its group.

MERITOR HOLDINGS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.2
Going concern

Whilst the company has made a loss of £true65,307,000 in the year, this was driven by an impairment of £65,295,000 in its subsidiary undertaking Arvin European Holdings UK Limited. The company has net assets of £340,299,000. The company itself does not generate income but incurs modest professional service fees each year which are settled by fellow Meritor group companies. The directors are confident that this arrangement will continue for the foreseeable future and for at least twelve months from the date of signing the financial statements.

 

The company is part of the wider Cummins, Inc., group. The directors have concluded that the company has sufficient resources to continue to trade for at least twelve months from the date of signing the financial statements and meet any liabilities as they fall due. In drawing this conclusion the directors note that:

 

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

MERITOR HOLDINGS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

MERITOR HOLDINGS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
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.

1.7
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

MERITOR HOLDINGS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of fixed asset investments

Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the profit or loss as follows: for financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset it if it were to be sold at the reporting date.

 

The carrying amount of the fixed asset investments at the balance sheet date was £340,426,000. An impairment of £65,295,000 was considered necessary in 2024 (2023: £355,093,000).

The directors do not consider there to be any other critical accounting estimates or key sources of estimation uncertainty

3
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£ 000
£ 000
Fees payable to the company's auditor for the audit of the company's financial statements
4
4
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
-
0
-
0
5
Directors' remuneration

The directors are remunerated by other group companies for their services to the group as a whole. It is not practical to allocate their remuneration between the services to the company and other entities in the group. No emoluments for the directors were charged to the company during the year (2023: £nil).

6
Interest payable and similar expenses
2024
2023
£ 000
£ 000
Interest payable to group undertakings
6
4
MERITOR HOLDINGS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
7
Amounts written off investments
2024
2023
£ 000
£ 000
Other gains and losses
(65,295)
(355,093)

An amount of £65,295,000 (2023: £355,093,000) has been written off an investment held in Arvin European Holdings (UK) Limited as the expected future performance of Arvin European Holdings (UK) does not support the investment balance.

8
Taxation

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

2024
2023
£ 000
£ 000
Loss before taxation
(65,307)
(355,134)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(16,327)
(83,528)
Tax effect of expenses that are not deductible in determining taxable profit
16,324
83,518
Group relief
2
9
Transer pricing adjustments
1
1
Taxation charge for the year
-
-

In December 2021, the Organisation for Economic Co-operation and Development (OECD) released the Pillar Two model rules to reform international corporate taxation. Large multinational enterprises within the scope of the rules are required to calculate their effective tax rate for each jurisdiction where they operate. They will be liable to pay a top-up tax for the difference between their effective tax rate per jurisdiction and the 15% minimum rate. Meritor Holdings UK Ltd. expects to be within the scope of the Pillar Two rules in 2024 and the group has carried out an impact assessment and has determined that there is no material exposure to top-up taxes for the UK territory including for this entity.

MERITOR HOLDINGS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
9
Fixed asset investments
2024
2023
Notes
£ 000
£ 000
Investments in subsidiaries
10
329,474
394,769
Shares in group undertakings
10,952
10,952
340,426
405,721

During the year the company impaired its investment in Arvin European Holdings UK Limited by £65,295,000 (2023: £355,093,000) - the impairment was driven by a significant devaluation of investment held by Arvin European Holdings UK Limited in ArvinMeritor Holdings France SNC. The devaluation in ArvinMeritor Holdings France SNC was driven by a devaluation of its investments in group companies.

Movements in fixed asset investments
Shares in subsidiaries
Shares in group undertakings
Total
£ 000
£ 000
£ 000
Cost or valuation
At 1 January 2024 & 31 December 2024
822,738
10,952
833,690
Impairment
At 1 January 2024
427,969
-
427,969
Impairment losses
65,295
-
65,295
At 31 December 2024
493,264
-
0
493,264
Carrying amount
At 31 December 2024
329,474
10,952
340,426
At 31 December 2023
394,769
10,952
405,721
MERITOR HOLDINGS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
10
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Arvin European Holdings (UK) Limited
3
Holding company
Ordinary
100.00
0
ArvinMeritor Holdings France SNC
1
Holding company
Ordinary
0
100.00
Fonderie Venissieux SAS
2
Manufacture of castings
Preference
0
51.00
Meritor Aftermarket France SAS
1
Sales and marketing
Ordinary
0
100.00
Meritor Axles France SAS
1
Manufacture and supply of truck axles
Ordinary
0
100.00
Meritor France SNC
1
Holding company
Ordinary
0
100.00
Meritor Heavy Vehicle Braking System (UK) Limited
3
Manufacture and  supply of braking systems
Ordinary
0
100.00
Meritor Holdings France SNC
1
Holding company
Ordinary
0
100.00
Wilmot-Breeden (Holdings) Limited
3
Holding company
Ordinary
0
100.00
ArvinMeritor Light Vehicle Systems (UK) Limited
3
Non trading
Ordinary
0
100.00
Meritor Czech s.r.o
5
Automotive Repair and Maintenance
Ordinary
0
100.00
Meritor France Holdings, LLC
6
Holding company
Ordinary
0
100.00
Arvinmeritor Sweden AB
7
Holding company
Ordinary
7.86
92.14
1
29, rue du Pont, CS 20070 92578 Nevill S/Seine Cedex, France
2
Avenue Pierre Cot, 69200 Venissieux, France
3
Grange Road, Cwmbran, Gwent, NP44 3XU
4
3 More London, Riverside, London, SE1 2AQ, UK
5
Fügnerova 572, 543 01 Vrchlabí, Czechia
6
2135 West Maple Road Troy, MI 48084 United States
7
711 22, Lindesberg, Örebro Sweden
MERITOR HOLDINGS UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
11
Creditors: amounts falling due within one year
2024
2023
£ 000
£ 000
Amounts owed to group undertakings
115
94
Accruals and deferred income
12
21
127
115

Amounts owed to group undertakings attract no interest and are payable on demand.

12
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£ 000
£ 000
Issued and fully paid
Ordinary shares of £1 each
830,181,597
830,181,597
830,182
830,182
13
Ultimate controlling party

The immediate parent company of Meritor Holdings UK Ltd is Meritor Brazil Holdings LLC, a company registered in the USA.

 

The ultimate parent company and controlling party of Meritor Holdings UK Ltd is Cummins Inc., incorporated in the United States of America. Cummins Inc. is also the parent undertaking of the smallest and largest group which includes the company for which group financial statements are prepared. Copies of the group financial statements of Cummins Inc. are available from the company’s registered address: 500 Jackson Street Box 3005 Columbus, IN 47201 United States. They can also be downloaded from the website www.cummins.com.

2024-12-312024-01-01falsefalsefalseCCH SoftwareCCH Accounts Production 2025.100Mr H JamesMr J RamosMrs M EylesMr E SmithMr A HolthouseNoRose Company Secretarial Services Limited102080762024-01-012024-12-3110208076bus:Director12024-01-012024-12-3110208076bus:Director32024-01-012024-12-3110208076bus:Director42024-01-012024-12-3110208076bus:Director52024-01-012024-12-3110208076bus:Director22024-01-012024-12-3110208076bus:CompanySecretary12024-01-012024-12-3110208076bus:RegisteredOffice2024-01-012024-12-31102080762024-12-31102080762023-01-012023-12-3110208076core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3110208076core:RetainedEarningsAccumulatedLosses2024-01-012024-12-31102080762023-12-3110208076core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3110208076core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3110208076core:CurrentFinancialInstruments2024-12-3110208076core:CurrentFinancialInstruments2023-12-3110208076core:ShareCapital2024-12-3110208076core:ShareCapital2023-12-3110208076core:RetainedEarningsAccumulatedLosses2024-12-3110208076core:RetainedEarningsAccumulatedLosses2023-12-3110208076core:ShareCapital2022-12-3110208076core:RetainedEarningsAccumulatedLosses2022-12-3110208076core:ShareCapitalOrdinaryShareClass12024-12-3110208076core:ShareCapitalOrdinaryShareClass12023-12-3110208076core:UKTax2024-01-012024-12-3110208076core:UKTax2023-01-012023-12-311020807612024-01-012024-12-311020807612023-01-012023-12-3110208076core:Non-currentFinancialInstruments2024-12-3110208076core:Non-currentFinancialInstruments2023-12-3110208076core:Subsidiary12024-01-012024-12-3110208076core:Subsidiary22024-01-012024-12-3110208076core:Subsidiary32024-01-012024-12-3110208076core:Subsidiary42024-01-012024-12-3110208076core:Subsidiary52024-01-012024-12-3110208076core:Subsidiary62024-01-012024-12-3110208076core:Subsidiary72024-01-012024-12-3110208076core:Subsidiary82024-01-012024-12-3110208076core:Subsidiary92024-01-012024-12-3110208076core:Subsidiary102024-01-012024-12-3110208076core:Subsidiary112024-01-012024-12-3110208076core:Subsidiary122024-01-012024-12-3110208076core:Subsidiary132024-01-012024-12-3110208076core:Subsidiary112024-01-012024-12-3110208076core:Subsidiary222024-01-012024-12-3110208076core:Subsidiary332024-01-012024-12-3110208076core:Subsidiary442024-01-012024-12-3110208076core:Subsidiary552024-01-012024-12-3110208076core:Subsidiary662024-01-012024-12-3110208076core:Subsidiary772024-01-012024-12-3110208076core:Subsidiary882024-01-012024-12-3110208076core:Subsidiary992024-01-012024-12-3110208076core:Subsidiary10102024-01-012024-12-3110208076core:Subsidiary11112024-01-012024-12-3110208076core:Subsidiary12122024-01-012024-12-3110208076core:Subsidiary13132024-01-012024-12-3110208076bus:OrdinaryShareClass12024-01-012024-12-3110208076bus:OrdinaryShareClass12024-12-3110208076bus:OrdinaryShareClass12023-12-3110208076bus:PrivateLimitedCompanyLtd2024-01-012024-12-3110208076bus:FRS1022024-01-012024-12-3110208076bus:Audited2024-01-012024-12-3110208076bus:FullAccounts2024-01-012024-12-31xbrli:purexbrli:sharesiso4217:GBP