REGISTERED NUMBER: 10600837 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

PJA HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

P Jones

N S Millington

M Nettleton

REGISTERED OFFICE:

Park Point

17 High Street

Longbridge

Birmingham

West Midlands

B31 2UQ

REGISTERED NUMBER:

10600837 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The company continues to hold its investments in Phil Jones Associates Limited, PJA Civil Engineering Limited and PJA Holdings (Australia) Pty Ltd. Our holding company, PJA Group Holdings Limited prepares group consolidated accounts for the group. During the year, the company acquired the remaining 30% of the shares of PJA Civil Engineering Limited for £800,000.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's investments in its subsidiaries includes public sector work with local authorities which brings risks such as shifting budgets, political changes, social value requirements, hurdles to using SMEs and evolving net zero requirements. Government at all levels remains committed to sustainability, however, which sits well with PJA's services.

At the same time, the demand for increased housing and mixed-use development near transport hubs is increasing demand for the firm's private sector services. In addition, recent reforms to the planning system are intended to speed up decisions and support sustainable development, which will also positively impact the demand for PJA's services.

Whilst any future change in the national government could negatively impact some of the services offered by PJA, the firm's focus on recruiting expert staff, fostering strong partnerships with clients and other firms, and promoting sustainable development, will provide resilience during market uncertainties.

ON BEHALF OF THE BOARD:

N S Millington - Director

22 December 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 will be £ 556,700 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

P Jones

N S Millington

M Nettleton

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, 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, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N S Millington - Director

22 December 2025

Opinion

We have audited the financial statements of PJA Holdings Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 31 March 2025 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 Strategic Report and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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.

Responsibilities of directors

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

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:

Our approach to designing audit procedures by tailoring and directing testing to aid and support the

determined level of risk.In response, the procedures we perform to determine the level of risk include:

-

reference to history and experience of the Entity; and

-

enquiry of management, including obtaining and reviewing supporting documentation concerning the Entity's procedures relating to:

-

identifying and complying with laws and regulations and whether they were aware of any instances of non-compliance; and

-

detection and response to risk of fraud and whether they were aware of any actual or suspected instances of fraud; and

-

assessment of the controls and processes that the Entity has in place to mitigate risk.

Our assessments included the identification of the following potential areas for fraud:

-

management override of control; and

-

revenue recognition, particularly in respect of delivery of services

These procedures, and the extent to which they are capable of detecting irregularities, including fraud, are

detailed below:

-

critically assessed the appropriateness and testing the application of the revenue and cost recognition policies; and

-

testing the appropriateness of accounting estimates, journals and other adjustments made in the preparation of the financial statements; and

-

reviewing the Entity's accounting policies for non-compliance with relevant standards; and

-

making enquiries of management and reviewing correspondence with the relevant authorities to identify any irregularities or instances of non-compliance with laws and regulations.

In performing an audit in accordance with UK GAAP, we exercise professional judgement and maintain

professional scepticism throughout the audit process.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion or override of internal controls. There are inherent limitations in the audit procedures performed.

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.

Other matters which we are required to address

Comparative information in the financial statements is derived from the company's prior period financial

statements which were not audited.

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.

Mark Spafford FCA FCCA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

22 December 2025

TURNOVER

-

-

Administrative expenses

106,492

90,310

OPERATING LOSS

(106,492

)

(90,310

)

Income from shares in group undertakings

998,300

822,500

891,808

732,190

Interest payable and similar expenses

4

56,266

72,985

PROFIT BEFORE TAXATION

835,542

659,205

Tax on profit

5

1,014

-

PROFIT FOR THE FINANCIAL YEAR

834,528

659,205

PROFIT FOR THE YEAR

834,528

659,205

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

834,528

659,205

FIXED ASSETS

Investments

7

2,636,830

1,832,830

CURRENT ASSETS

Debtors

8

16,812

12,400

Cash at bank

11,920

26,571

28,732

38,971

CREDITORS

Amounts falling due within one year

9

1,543,928

666,004

NET CURRENT LIABILITIES

(1,515,196

)

(627,033

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,121,634

1,205,797

CREDITORS

Amounts falling due after more than one year

10

112,246

474,237

NET ASSETS

1,009,388

731,560

CAPITAL AND RESERVES

Called up share capital

13

104

104

Share premium

14

36,884

36,884

Retained earnings

14

972,400

694,572

SHAREHOLDERS' FUNDS

1,009,388

731,560

The financial statements were approved by the Board of Directors and authorised for issue on 22 December 2025 and were signed on its behalf by:

N S Millington - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

104

421,367

36,884

458,355

Changes in equity

Dividends

-

(386,000

)

-

(386,000

)

Total comprehensive income

-

659,205

-

659,205

Balance at 31 March 2024

104

694,572

36,884

731,560

Changes in equity

Dividends

-

(556,700

)

-

(556,700

)

Total comprehensive income

-

834,528

-

834,528

Balance at 31 March 2025

104

972,400

36,884

1,009,388

1.	STATUTORY INFORMATION

PJA Holdings Limited is a private company, limited by shares , registered in England and Wales. 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about PJA 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 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2025 nor for the year ended 31 March 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

£

£

Directors' remuneration

-

-

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Loan

56,266

72,985

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

1,014

-

Tax on profit

1,014

-

6.

DIVIDENDS

2025

2024

£

£

Ordinary shares of 0.001p each

Interim

556,700

386,000

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

1,832,830

Additions

804,000

At 31 March 2025

2,636,830

NET BOOK VALUE

At 31 March 2025

2,636,830

At 31 March 2024

1,832,830

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

Phil Jones Associates Limited

Registered office: Park Point, 17 High Street, Longbridge, Birmingham, B31 2UQ

Nature of business: Transport planning consultancy

%

Class of shares:

holding

Ordinary A, B & C

100.00

PJA Civil Engineering Limited

Registered office: Park Point, 17 High Street, Longbridge, Birmingham, B31 2UQ

Nature of business: Civil Engineering

%

Class of shares:

holding

Ordinary

100.00

At 31 March 2024, PJA Holdings Ltd owned 70% of PJA Civil Engineering Ltd. On 3 December 2024, PJA Holdings Ltd acquired the remaining 30% of PJA Civil Engineering Ltd.

PJA Holdings (Australia) Pty Limited

Registered office: Level 11, 459 Little Collins Street, Melbourne VIC 3000, Australia

Nature of business: Consultancy

%

Class of shares:

holding

Ordinary

62.50

On 3rd December 2024, 3,000 Ordinary shares of £1.00 each were purchased in PJA Civil Engineering Limited.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

100

100

Directors' current accounts

13,251

10,248

Tax

3,461

2,052

16,812

12,400

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other loans (see note 11)

359,271

270,000

Amounts owed to group undertakings

1,108,780

304,780

Tax

1,014

-

Other creditors

14,597

11,253

Directors' current accounts

-

6,987

Accruals and deferred income

60,266

72,984

1,543,928

666,004

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other loans (see note 11)

112,246

474,237

11.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Other loans

359,271

270,000

Amounts falling due between one and two years:

Other loans - 1-2 years

112,246

270,000

Amounts falling due between two and five years:

Other loans - 2-5 years

-

204,237

12.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Other loans

471,517

744,237

The security is a floating charge covering all the property and undertaking of the company containing a negative pledge.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

10,000,000

Ordinary

0.001

p

100

100

459,000

A Ordinary

0.001

p

4

4

104

104

14.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 April 2024

694,572

36,884

731,456

Profit for the year

834,528

834,528

Dividends

(556,700

)

(556,700

)

At 31 March 2025

972,400

36,884

1,009,284

15.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 March 2025 and 31 March 2024:

2025

2024

£

£

N S Millington

Balance outstanding at start of year

10,249

6,076

Amounts advanced

13,009

13,129

Amounts repaid

(10,024

)

(8,956

)

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

13,234

10,249

Interest has been charged on this balance at the HMRC Official rate during the year.