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Registered number:
FOR THE YEAR ENDED 31 JANUARY 2024
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PASS J. HOLDINGS LIMITED
COMPANY INFORMATION
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PASS J. HOLDINGS LIMITED
CONTENTS
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PASS J. HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
The principal activity of the company in the year under review was that of the carrying and transporting of goods, materials and international freight.
The director aims to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. The review is consistent with the size and non-complex nature of the business. The directors consider the key financial performance indicators to be turnover and net assets. Turnover provides a good measure of the performance of the company, whilst net assets demonstrate the financial strength of the company.
The financial position of the group also continues to be strong. The group had a healthy net asset position at the year-end in excess of £7.06m (2023 - £7m). Looking ahead, the group' s business environment is expected to remain challenging. However, the director considers initiatives in place should provide a conducive platform to capitalise on current and future opportunities. The results for the year and the financial position of the company are as shown in the annexed financial statements.
A number of risks, including compliance with Road Haulage Legislation, arise in the ordinary course of the company's business and these are reviewed regularly by the Board of Directors as part of its ongoing corporate governance procedures. This review considers only the principal risks and uncertainties.
The company has the following Key Performance Indicators to monitor the performance of the company:
Total Sales £12.11m (2023 - £12.3m) Gross Profit Percentage 28.7% (2023 - 22.65%) Profit Before Tax £208,159 (2023 - £261,262)
The company has limited exposure to credit risk by virtue of its client base. The cash balance at the year-end was £270k (2023 - £224k) which provides the company with adequate working capital. The directors recognise the importance of funding and liquidity under the current economic climate and will continue to monitor the company's financial resources to ensure that the company is able to support its activities and future growth.
Interest rate and cash flow risk The company has both interest bearing assets and interest bearing liabilities. Interest bearing assets include cash balances, which attract interest at the prevailing market rate. Interest bearing liabilities include bank loans and overdrafts which attract interest at fixed rates.
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PASS J. HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
This report was approved by the board on 31 March 2025 and signed on its behalf.
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PASS J. HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
The directors present their report and the financial statements for the year ended 31 January 2024.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 to 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.
The profit for the year, after taxation, amounted to £37,110 (2023 - £350,422).
The directors do not recommend payment of any dividends.
The directors who served during the year were:
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PASS J. HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
There have been no significant events affecting the Company since the year end.
The auditors, Barnes Roffe LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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PASS J. HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PASS J. HOLDINGS LIMITED
We have audited the financial statements of Pass J. Holdings Limited (the 'Company') for the year ended 31 January 2024, which comprise the Statement of income and retained earnings, the Balance sheet and the related notes, 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).
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 United Kingdom, including the Financial Reporting Council'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.
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.
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PASS J. HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PASS J. HOLDINGS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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.
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PASS J. HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PASS J. HOLDINGS LIMITED (CONTINUED)
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 Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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 engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector; - We focused on specific laws and regulations, which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and ISO standards; - We assessed the extent of compliance with laws and regulations identified above through making enquires of management and inspecting legal correspondence and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - Making enquires of management as to where they considered there was susceptibility to fraud, their knowledge of actual suspected and alleged fraud; and - Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - Performed analytical procedures to identify and unusual or unexpected relationships; - Tested journal entries to identify unusual transactions; - Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and - Investigated the rationale behind significant or unusual transactions. 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.
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PASS J. HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PASS J. HOLDINGS LIMITED (CONTINUED)
Auditing standards also limit the audit procedures 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 that those that arise from errors 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 Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditor
Chartered Accountants
Leytonstone House
3 Hanbury Drive
London
E11 1GA
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PASS J. HOLDINGS LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 JANUARY 2024
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PASS J. HOLDINGS LIMITED
REGISTERED NUMBER: 01949116
BALANCE SHEET
AS AT 31 JANUARY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 11 to 28 form part of these financial statements.
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
Pass J. Holdings Limited ("the Company") is a company limited by shares, incorporated in England and Wales. Its registered office is Leytonstone House, Hanbury Drive, Leytonstone, E11 1GA.
The principal acitivty of the company continued to be that of the provision of haulage services.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company is itself a subsidiary company and is exempt from the requirement to prepare group accounts by virtue of section 400 of the Companies Act 2006. These financial statements therefore present information about the company as an individual undertaking and not about its group.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of O'Leary Group Limited as at 31 January 2024 and these financial statements may be obtained from the company's registered office.
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
International haulage Revenue from providing services through the international haulage of customers' goods to their intended recipient is recognised in the period in which the services are provided when all of the following conditions are satisfied: • The Company has completed delivery of goods to the recipient; • The amount of revenue can be measured reliably; • It is probable that the Company will receive the consideration due under the transaction; • The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
a) Critical judgements in applying the entity’s accounting policies No significant judgements have had to be made by management in preparing these financial statements. b) Critical accounting estimates and assumptions (i) The annual depreciation charge for tangible fixed assets is sensitive to changes in estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on the technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of the property, plant and equipment, and note 2.4 for useful economic lives for each class of assets. (ii) Provision is made for contingencies. These provisions require management's best estimate of the costs that will be incurred based on legislative and contractual requirements. (iii) The directors consider the impairment of investments on an annual basis. The directors consider that the investment balance carried forward as per note 14 of the accounts does not need to be impaired.
Analysis of turnover by country of destination:
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
12.Taxation (continued)
In the UK Budget on 3 March 2021, it was announced that legislation will be introduced in Finance Bill
2021 to increase the main rate of UK corporation tax from 19% to 25%, effective 1 April 2023. This was substantively enacted in May 2021 and its effects have beeen reflected in these financial statements and deferred tax has been measured at a rate of 25%.
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
13.Tangible fixed assets (continued)
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
Profit and loss account
The Company is involved in a number of legal disputes, all of which are ongoing and the outcomes of which are unknown at this stage. On the basis of evidence available, the directors do not believe that any of the potential liabilities are probable and therefore no provision has been made in the accounts in accordance with FRS 102 section 21. The Group is also involved in a regulatory dispute which is expected to result in a probable future economic outflow. This obligation has been currently estimated at £1,753,258 and has been provided for in the consolidated financial statements of the ultimate parent undertaking as an exceptional item within the financial year ended 31 January 2022. It is impossible at this stage to determine reliably the proportion of this group economic outflow that applies to the company individually, and as such no provision has been made in these company financial statements. There are likely to be additional economic outflows in connection with this matter, but these cannot be estimated reliably at this stage either and as such no provision has been made in accordance with section 21.12 of FRS 102.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £174,853 (2023 - £120,000). Contributions totalling £15,209 (2023 - £60,793) were payable to the fund at the balance sheet date and are included in creditors.
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PASS J. HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
Other
During the year the Company had transactions with entities connected via virtue of directors in common. The Company made total purchases from these entities in the year of £8,184 (2023 - £8,708). At the year end the Company owed a total of £20,222 (2023 - £25,936) to these entities. Key Management Personnel Included within other debtors are amounts owed by directors of £375,201 (2023 - £249,919). The Company has taken advantage of the exemption available under FRS 102 section 33 'Related Party Transactions' not to disclose transactions with entities included in the consolidated financial statements of O'Leary Group Limited, its ultimate parent undertaking.
The company is under the control of the O’Leary family, by their ownership of the majority of the equity shares issued in O’Leary Group Limited, the ultimate parent undertaking, a company registered in England and Wales.
O’Leary Group Limited prepares consolidated financial statements, copies of which can be obtained from Companies House.
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