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Registered number: 01949116 PASS J. HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
PASS J. HOLDINGS LIMITED COMPANY INFORMATION
Directors | P R O'Leary
| S J O'Leary
| J D O'Leary
Company secretary | P R O'Leary
Registered number | 01949116
Registered office | Leytonstone House
| 3 Hanbury Drive
| Leytonstone
| London
| E11 1GA
Independent auditor | Barnes Roffe Audit Limited
| Chartered Accountants & Statutory Auditor
| Level 41A, Tower 42
| 25 Old Broad Street
| London
| EC2N 1HQ
Bankers | Bank of Scotland
| 38 Threadneedle Street
| London
| EC2P 2HL
PASS J. HOLDINGS LIMITED CONTENTS
| Page
Strategic report | 1
Directors' report | 2 - 3
Independent auditor's report | 4 - 7
Statement of income and retained earnings | 8
Balance sheet | 9
Notes to the financial statements | 10 - 27
PASS J. HOLDINGS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 JANUARY 2025
Introduction
The principal activity of the company in the year under review was that of the carrying and transporting of goods, materials and international freight.
Business review
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 £7.28m (2024 - £7.06m). 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.
Principal risks and uncertainties
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.
Financial key performance indicators
The company has the following Key Performance Indicators to monitor the performance of the company: Total Sales £11.86m (2024 - £12.1m) Gross Profit Percentage 30% (2024 - 28.7%) Profit Before Tax £153,544 (2024 - £208,159)
Credit and liquidity risks
The company has limited exposure to credit risk by virtue of its client base. The cash balance at the year-end was £228k (2024 - £270k) 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. This report was approved by the board on 23 January 2026 and signed on its behalf.
S J O'Leary Director
Page 1
PASS J. HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 JANUARY 2025 The directors present their report and the financial statements for the year ended 31 January 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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: ∙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.
Results and dividends
The profit for the year, after taxation, amounted to £153,544 (2024 - £37,110). The directors do not recommend payment of any dividends.
Directors
The directors who served during the year were:
P R O'Leary
S J O'Leary
J D O'Leary
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. Page 2
PASS J. HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2025
Auditor
After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006. This report was approved by the board on 23 January 2026 and signed on its behalf.
S J O'Leary Director
Page 3
PASS J. HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PASS J. HOLDINGS LIMITED
Opinion
We have audited the financial statements of Pass J. Holdings Limited (the 'Company') for the year ended 31 January 2025, 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). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 January 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 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 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.
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. Page 4
PASS J. HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PASS J. HOLDINGS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion 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 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙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 Directors' responsibilities statement set out on page 2, 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. Page 5
PASS J. HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PASS J. HOLDINGS LIMITED (CONTINUED)
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. 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. Page 6
PASS J. HOLDINGS LIMITED INDEPENDENT AUDITOR'S 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 Auditor's report.
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. Adam Dodds (Senior statutory auditor) for and on behalf of Barnes Roffe Audit Limited Chartered Accountants Statutory Auditor Level 41A, Tower 42 25 Old Broad Street London EC2N 1HQ 23 January 2026 Page 7
PASS J. HOLDINGS LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 JANUARY 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 11,862,736 | 12,114,490
Cost of sales |  | (8,367,252) | (8,640,821)
Gross profit |  | 3,495,484 | 3,473,669
Administrative expenses |  | (3,233,306) | (3,345,022)
Other operating income | 5 | 130,193 | 142,094
Operating profit | 6 | 392,371 | 270,741
Income from fixed assets investments |  | 146 | 137
Interest payable and similar expenses | 11 | (238,973) | (62,719)
Profit before tax |  | 153,544 | 208,159
Tax on profit | 12 | - | (171,049)
Profit after tax |  | 153,544 | 37,110
Retained earnings at the beginning of the year |  | 6,556,910 | 6,519,800
Profit for the year |  | 153,544 | 37,110
Retained earnings at the end of the year |  | 6,710,454 | 6,556,910
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of income and retained earnings.
The notes on pages 10 to 27 form part of these financial statements.
Page 8
PASS J. HOLDINGS LIMITED REGISTERED NUMBER: 01949116 BALANCE SHEET AS AT 31 JANUARY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 1,243,165 |  | 1,541,237
Investments | 14 |  | 3,014,264 |  | 3,014,264
|  |  | 4,257,429 |  | 4,555,501
Current assets |  |  |  |  |
Stocks | 15 | 46,288 |  | 53,439 |
Debtors: amounts falling due within one year | 16 | 8,967,238 |  | 6,836,125 |
Cash at bank and in hand | 17 | 228,333 |  | 270,368 |
|  | 9,241,859 |  | 7,159,932 |
Creditors: amounts falling due within one year | 18 | (5,651,143) |  | (4,224,758) |
Net current assets |  |  | 3,590,716 |  | 2,935,174
Total assets less current liabilities |  |  | 7,848,145 |  | 7,490,675
Creditors: amounts falling due after more than one year | 19 |  | (380,819) |  | (176,893)
Provisions for liabilities |  |  |  |  |
Deferred tax | 21 | (256,872) |  | (256,872) |
|  |  | (256,872) |  | (256,872)
Net assets |  |  | 7,210,454 |  | 7,056,910
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 500,000 |  | 500,000
Profit and loss account | 23 |  | 6,710,454 |  | 6,556,910
|  |  | 7,210,454 |  | 7,056,910
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 January 2026.
S J O'Leary
Director
The notes on pages 10 to 27 form part of these financial statements. Page 9
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
1. | General information
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
| 2.1 | Basis of preparation of financial statements
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:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
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 2025 and these financial statements may be obtained from the company's registered office. Page 10
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 2.Accounting policies (continued)
| 2.3 | Revenue
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.
| 2.4 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. 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:
|  |  |  | Long-term leasehold property | - | 5% straight line
|  |  |  | Plant and machinery | - | 25% straight line
|  |  |  | Motor vehicles | - | 25% straight line
|  |  |  | Fixtures and fittings | - | 25% straight line
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.
| 2.5 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of income and retained earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period. Page 11
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 2.Accounting policies (continued)
| 2.6 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.7 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.8 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.9 | Financial instruments
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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the Page 12
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments (continued)
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. 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. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 13
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 2.Accounting policies (continued)
| 2.11 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.12 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.13 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.14 | Leased assets: the Company as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. Page 14
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 2.Accounting policies (continued)
| 2.15 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.16 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.17 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.18 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 15
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 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.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| International haulage | 11,862,736 | 12,114,490
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 11,862,736 | 12,114,490
|  | 11,862,736 | 12,114,490
Page 16
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 651 | 885
| Insurance claims (payable)/receivable | (14,458) | 3,209
| Management charges receivable | 144,000 | 138,000
|  | 130,193 | 142,094
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 623,089 | 650,492
| Exchange differences | 1,987 | 1,150
| Defined contribution pension costs | 162,089 | 174,853
| Loss/(profit) on sale of fixed assets | 15,649 | (36,085)
| Operating lease rentals: plant and machinery | 665,470 | 603,787
| Operating lease rentals: other | 517,210 | 457,210
7. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 12,000 | 12,000
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Page 17
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 3,569,580 | 3,189,984
| Social security costs | 336,122 | 297,122
| Cost of defined contribution scheme | 162,089 | 174,853
|  | 4,067,791 | 3,661,959
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Adminstration | 18 | 17
|  | Drivers and manual staff | 84 | 87
|  |  | 102 | 104
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 295,420 | 214,202
| Company contributions to defined contribution pension schemes | 10,282 | 14,751
|  | 305,702 | 228,953
| During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £177,202 (2024 - £105,868).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,014 (2024 - £7,395).
Page 18
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
10. | Income from investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Income from current asset investments | (146) | (137)
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 158,697 | 87
| Finance leases and hire purchase contracts | 39,321 | 62,632
| Other interest payable | 40,955 | -
|  | 238,973 | 62,719
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | - | 214,698
|  | - | 214,698
| Total current tax | - | 214,698
| Deferred tax |  |
| Origination and reversal of timing differences | - | (43,649)
| Total deferred tax | - | (43,649)
| Tax on profit | - | 171,049
Page 19
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 153,544 | 153,544
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 38,386 | 52,040
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 66,499 | 74,377
| Capital allowances for year in excess of depreciation | 56,875 | 3,711
| Group relief | (161,760) | (173,777)
| Recharge of tax losses from fellow subsidiaries | - | 214,698
| Total tax charge for the year | - | 171,049
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 20
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
13. | Tangible fixed assets
|  | Long-term leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 February 2024 | 426,872 | 562,851 | 6,019,918 | 362,133 | 7,371,774
| Additions | - | - | 337,410 | 3,256 | 340,666
| Disposals | - | - | (208,521) | - | (208,521)
| At 31 January 2025 | 426,872 | 562,851 | 6,148,807 | 365,389 | 7,503,919
| Depreciation |  |  |  |  |
| At 1 February 2024 | 425,083 | 555,142 | 4,488,179 | 362,133 | 5,830,537
| Charge for the year on owned assets | 1,789 | 3,867 | 242,487 | 589 | 248,732
| Charge for the year on financed assets | - | - | 374,357 | - | 374,357
| Disposals | - | - | (192,872) | - | (192,872)
| At 31 January 2025 | 426,872 | 559,009 | 4,912,151 | 362,722 | 6,260,754
| Net book value |  |  |  |  |
| At 31 January 2025 | - | 3,842 | 1,236,656 | 2,667 | 1,243,165
| At 31 January 2024 | 1,789 | 7,709 | 1,531,739 | - | 1,541,237
Page 21
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 13.Tangible fixed assets (continued)
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Motor vehicles | 661,324 | 1,068,216
|  | 661,324 | 1,068,216
14. | Fixed asset investments
|  | Investments in subsidiary companies | Listed investments | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 February 2024 | 3,696,466 | 337,459 | 4,033,925
| At 31 January 2025 | 3,696,466 | 337,459 | 4,033,925
| Impairment |  |  |
| At 1 February 2024 | 1,019,661 | - | 1,019,661
| At 31 January 2025 | 1,019,661 | - | 1,019,661
| Net book value |  |  |
| At 31 January 2025 | 2,676,805 | 337,459 | 3,014,264
| At 31 January 2024 | 2,676,805 | 337,459 | 3,014,264
| Unlisted investments Unlisted investments as at the year end relate to a shareholding in Online Technology International Limited. The company owns 40% of the Non-voting Ordinary shares in this investment.
Page 22
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Mike Beer Transport Limited | Ordinary | 100%
| On Line Roadways Limited | Ordinary | 100%
| Online Truck and Trailer Parts Limited* | Ordinary | 100%
| Indirect subsidiary undertakings The Company also had an indirect undertaking in Online Truck and Trailer Parts Limited during the year. The class of shares are ordinary and the Company has a 100% holding. The principal activity of the indirect subsidiary is the supply of parts to heavy goods vehicles. Listed investments The fair value of listed investments as at 31 January 2025 was £2,898 (2024 - £2,438).
15. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 46,288 | 53,439
16. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,207,191 | 1,166,444
| Amounts owed by group undertakings | 5,883,475 | 4,720,056
| Other debtors | 556,529 | 459,443
| Prepayments and accrued income | 320,043 | 490,182
|  | 8,967,238 | 6,836,125
Page 23
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
17. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 228,333 | 270,368
| Less: bank overdrafts | (1,128,915) | (642,088)
|  | (900,582) | (371,720)
18. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | 1,128,915 | 642,088
| Bank loans | 1,050,000 | -
| Trade creditors | 1,297,071 | 1,243,870
| Amounts owed to group undertakings | 850,022 | 779,009
| Corporation tax | 133,737 | 133,737
| Other taxation and social security | 418,942 | 463,963
| Obligations under finance lease and hire purchase contracts | 231,643 | 362,957
| Other creditors | 460,878 | 457,234
| Accruals and deferred income | 79,935 | 141,900
|  | 5,651,143 | 4,224,758
| Bank overdrafts are secured by a floating charge over all assets. Finance leases and hire purchase contracts are secured on the underlying fixed assets as detailed in the fixed asset note. At the balance sheet date, the Company had a loan of £1,050,000 secured over the personal property of the director. The loan carries interest at a rate of 0.95% per month and is repayable in full 12 months from the date of drawdown. The loan is therefore classified as a current liability.
19. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Net obligations under finance leases and hire purchase contracts | 380,819 | 176,893
Page 24
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
20. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | 231,643 | 373,855
| Between 1-5 years | 380,819 | 176,893
|  | 612,462 | 550,748
21. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (256,872) | (300,521)
| Charged to profit or loss | - | 43,649
| At end of year | (256,872) | (256,872)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (256,872) | (256,872)
|  | (256,872) | (256,872)
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 5,000,000 (2024 - 5,000,000) Ordinary shares of £0.10 each | 500,000 | 500,000
Page 25
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
23. | Reserves
Profit and loss account The profit and loss account consists of distributable reserves arising from cumulative historical profits and losses less any distributions made.
24. | Contingent liabilities
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.
25. | Pension commitments
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 £162,089 (2024 - £174,853). Contributions totalling £20,704 (2024 - £15,209) were payable to the fund at the balance sheet date and are included in creditors.
26. | Commitments under operating leases
| At 31 January 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 35,251 | 55,572
| Later than 1 year and not later than 5 years | 10,474 | 13,169
|  | 45,725 | 68,741
27. | Post balance sheet events
Subsequent to the year end, the Company refinanced its existing loan facilities. A loan of £1,050,000 was refinanced after the balance sheet date under new terms. This event does not give rise to an adjusting event under FRS 102 as it relates to conditions arising after the reporting date, and accordingly no adjustment has been made to the amounts recognised in the financial statements. Page 26
PASS J. HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
28. | Related party transactions
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 £9,968 (2024 - £8,184). At the year end the Company owed a total of £860 (2024 - £20,222) to these entities. Key Management Personnel Included within other debtors are amounts owed by directors of £472,287 (2024 - £375,201). 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.
29. | Controlling party
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.
Page 27