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REGISTERED NUMBER: 07280179 (England and Wales)












Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 January 2026

for

John Pass Limited

John Pass Limited (Registered number: 07280179)






Contents of the Financial Statements
for the year ended 31 January 2026




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Comprehensive Income 10

Statement of Financial Position 11

Statement of Changes in Equity 12

Statement of Cash Flows 13

Notes to the Statement of Cash Flows 14

Notes to the Financial Statements 15


John Pass Limited

Company Information
for the year ended 31 January 2026







DIRECTORS: A J Pass
Mrs J P Pass



REGISTERED OFFICE: Datum House
Electra Way
Crewe
Cheshire
CW1 6ZF



REGISTERED NUMBER: 07280179 (England and Wales)



AUDITORS: Banks Sheridan (Statutory Auditor)
Datum House
Electra Way
Crewe
Cheshire
CW1 6ZF



BANKERS: Barclays
38 Market Street
Crewe
Cheshire
CW1 2ET

John Pass Limited (Registered number: 07280179)

Strategic Report
for the year ended 31 January 2026

The directors present their strategic report for the year ended 31 January 2026.

The principal activity of the company continues to be that of a retailer of fine jewellery and premium brand watches.

REVIEW OF BUSINESS
31 January 31 January
2026 2025

Revenue £11.16m £10.90m
Gross Profit Margin 33.27% 33.87%
EBITDA (non adjusted) £2.06m £1.91m
Shareholders funds £6.52m £6.17m

The company's revenue has increased by 2.4% from the previous year, which continues to show year-on-year growth. The results buck the trend in the High Street retail sector which continues to be challenging, and as economic conditions are not particularly favourable, consumer spending can be unpredictable. The directors attribute these results thanks to the company's excellent reputation for service quality products, which ensures long-standing customers return and new customers continue to be attracted.

Revenue expectations and forecasts remain positive that the company's growth trajectory will continue.

Gross profit margins have maintained similar levels to the previous year and the company is also focussed on keeping a tight control on overheads which fell by 7% to £1.73m in 2026. The fall in overheads is despite staff costs (excluding director's remuneration) rising by 9% to £0.80M in 2026. The above controls resulted in an increase in EBITDA which continues to show strong values.

Financial instruments
The company has no borrowings and has a strong cash position, which is managed with passive treasury operations to achieve returns of interest.

PRINCIPAL RISKS AND UNCERTAINTIES
The directors are required to identify risks that might adversely affect the company's business in the medium to long term. The directors have considered the risks to the business and the means to manage those risks. The primary risks are considered to be as follows:

Customer retention risk
There is an ongoing risk with respect to changes in the retail market, including changes in trends and particularly a shift towards online shopping. We acknowledge the move towards the internet buying culture and has continued to invest in this area. However, equally, we recognises the value of face-to-face transactions and customer service, especially regarding our high-end products and the Company continues to be recognised for providing an excellent customer service experience.

Supplier risk
The Company has an excellent relationship with all of its suppliers and brand partners, both past and present, who have recognised the deserved reputation for providing excellent service to the end consumers. There are a number of key suppliers who are integral to the company's operations and accordingly this risk is managed through the directors remaining focused on maintaining strong ties with those suppliers and ensuring the company continues to deliver on providing an excellent customer experience.

Liquidity risk
The company successfully manages its long-term and short-term debt finance that is designed to ensure the Company has sufficient available funds for operations and any unforeseen contingencies.


John Pass Limited (Registered number: 07280179)

Strategic Report
for the year ended 31 January 2026


Risks resulting from general economic cost of living pressures and inflation affecting customers and markets
Cost of living pressures and inflation are clearly impacting costs, wages and discretional spending power across the wider economy. This can affect the buying decisions of customers and drive up the costs of the company, both of which could affect margins and profitability. The company's focus on high-end goods has seen there to be little effect on many of its products and a continuing high demand for the products sold. The directors also highly value the Company's excellent employees and have established excellent, but manageable, pay structures which fully reward them for their outstanding service and isn't affected by outside influences such as increases to NMW.

Having taken full account of the above, the Board is confident that the company will provide a robust and sustainable long-term growth platform for its shareholders as well as its valued employees, suppliers and customers.

FUTURE DEVELOPMENTS
Over the next 12 months, the company will consolidate the achievements it has seen by a strong focus on operational efficiency within our retail locations. The company will also continue to focus on delivering excellent customer service and ensuring it is renowned as the jeweller of choice in its operating region.

The directors would like to take this opportunity to wholeheartedly thank the whole company team, both front of house and the backroom operations, for their continued contributions to the future of John Pass, without whom we would not have been able to have achieved the successes already seen.

ON BEHALF OF THE BOARD:





A J Pass - Director


26 October 2026

John Pass Limited (Registered number: 07280179)

Report of the Directors
for the year ended 31 January 2026

The directors present their report with the financial statements of the company for the year ended 31 January 2026.

DIVIDENDS
The total distribution of dividends for the year ended 31 January 2026 will be £ 663,992 .

DIRECTORS
The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report.

A J Pass
Mrs J P Pass

EXPOSURE TO CASHFLOW, LIQUIDITY, CREDIT AND PRICE RISK
Liquidity and cashflow risk
The objective of the company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The company is in a strong financial position and has agreed facilities to allow it to meet its financial obligations through operating cash flows.

Credit risk
The company may offer credit terms to its customers which allow payment of the debt after delivery of goods. The company is at risk to the extent that a customer may be unable to pay the debt on the specified due date. This risk is mitigated by the strong on-going customer relationships and effective credit control procedures.

Price risk
Price risk arises because of the volatile nature of purchase prices for goods, materials and services.

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), 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 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

John Pass Limited (Registered number: 07280179)

Report of the Directors
for the year ended 31 January 2026


AUDITORS
The auditors, Banks Sheridan (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A J Pass - Director


26 October 2026

Report of the Independent Auditors to the Members of
John Pass Limited

Qualified Opinion
We have audited the financial statements of John Pass Limited (the 'company') for the year ended 31 January 2026 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 January 2026 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 qualified 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, except for:

The fact that the financial statements for the comparative year ended 31 January 2025 were not subject to an audit.

Our audit engagement commenced in August 2026 and consequently we did not attend the stocktake as at 31 January 2026 to observe the counting of physical stock at the year end. The company maintains perpetual stock records, but we were unable to satisfy ourselves by audit procedures or alternative means concerning the physical stock quantities at 31 January 2026, which are included in the balance sheet at £2,928,796. Consequently we are unable to determine whether any adjustment to this amount is necessary.

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.

Report of the Independent Auditors to the Members of
John Pass Limited


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 four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
John Pass Limited


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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. Based on our understanding of company, and its industry, we identified that the principal risks of non-compliance with laws and regulations related to the UK tax legislation, pensions legislation, employment regulation and health and safety regulation, anti-bribery, corruption, fraud and money laundering and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006.

We evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to loss reserves, and significant one-off or unusual transactions.

Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:
- Discussing with the directors and management their policies and procedures regarding compliance with laws and
regulations;
- Communicating identified laws and regulations throughout our engagement team and remaining alert to any
indications of non-compliance throughout our audit; and
- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including
fraud.


Our audit procedures in relation to fraud included but were not limited to:
- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or
alleged fraud;
- Gaining an understanding of the internal controls established to mitigate risks related to fraud;
- Discussing amongst the engagement team the risks of fraud; and
- Addressing the risks of fraud through management override of controls by performing journal entry testing.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
John Pass Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Darren Walley FCCA (Senior Statutory Auditor)
for and on behalf of Banks Sheridan (Statutory Auditor)
Datum House
Electra Way
Crewe
Cheshire
CW1 6ZF

26 October 2026

John Pass Limited (Registered number: 07280179)

Statement of Comprehensive
Income
for the year ended 31 January 2026

2026 2025
Notes £    £   

TURNOVER 4 11,161,993 10,905,242

Cost of sales (7,448,080 ) (7,211,339 )
GROSS PROFIT 3,713,913 3,693,903

Administrative expenses (1,737,405 ) (1,861,862 )
1,976,508 1,832,041

Other operating income 1,310 1,028
OPERATING PROFIT 6 1,977,818 1,833,069

Interest receivable and similar income 111,077 136,234
2,088,895 1,969,303

Interest payable and similar expenses 7 (1,960 ) (1,471 )
PROFIT BEFORE TAXATION 2,086,935 1,967,832

Tax on profit 8 (526,336 ) (506,117 )
PROFIT FOR THE FINANCIAL YEAR 1,560,599 1,461,715

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,560,599

1,461,715

John Pass Limited (Registered number: 07280179)

Statement of Financial Position
31 January 2026

2026 2025
Notes £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 242,889 298,295
242,889 298,295

CURRENT ASSETS
Stocks 12 2,928,795 2,843,504
Debtors 13 167,643 300,724
Cash at bank 4,364,569 4,181,949
7,461,007 7,326,177
CREDITORS
Amounts falling due within one year 14 (1,120,988 ) (1,378,377 )
NET CURRENT ASSETS 6,340,019 5,947,800
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,582,908

6,246,095

PROVISIONS FOR LIABILITIES 16 (58,076 ) (68,402 )
NET ASSETS 6,524,832 6,177,693

CAPITAL AND RESERVES
Called up share capital 17 93 101
Capital redemption reserve 8 -
Retained earnings 6,524,731 6,177,592
SHAREHOLDERS' FUNDS 6,524,832 6,177,693

The financial statements were approved by the Board of Directors and authorised for issue on 26 October 2026 and were signed on its behalf by:





A J Pass - Director


John Pass Limited (Registered number: 07280179)

Statement of Changes in Equity
for the year ended 31 January 2026

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 February 2024 101 5,784,627 - 5,784,728

Changes in equity
Dividends - (1,068,750 ) - (1,068,750 )
Total comprehensive income - 1,461,715 - 1,461,715
Balance at 31 January 2025 101 6,177,592 - 6,177,693

Changes in equity
Reduction in share capital (8 ) - 8 -
Dividends - (663,992 ) - (663,992 )
Total comprehensive income - 1,560,599 - 1,560,599
Purchase of own shares - (549,468 ) - (549,468 )
Balance at 31 January 2026 93 6,524,731 8 6,524,832

John Pass Limited (Registered number: 07280179)

Statement of Cash Flows
for the year ended 31 January 2026

2026 2025
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,773,396 1,905,380
Interest paid (1,960 ) -
Tax paid (440,000 ) (530,000 )
Taxation refund 5,044 3,289
Net cash from operating activities 1,336,480 1,378,669

Cash flows from investing activities
Purchase of tangible fixed assets (78,013 ) (96,616 )
Interest received 109,429 136,234
Net cash from investing activities 31,416 39,618

Cash flows from financing activities
Amount withdrawn by directors (60,808 ) (506,536 )
Share buyback (549,468 ) -
Equity dividends paid (575,000 ) (1,068,750 )
Net cash from financing activities (1,185,276 ) (1,575,286 )

Increase/(decrease) in cash and cash equivalents 182,620 (156,999 )
Cash and cash equivalents at beginning of
year

2

4,181,949

4,338,948

Cash and cash equivalents at end of year 2 4,364,569 4,181,949

John Pass Limited (Registered number: 07280179)

Notes to the Statement of Cash Flows
for the year ended 31 January 2026

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2026 2025
£    £   
Profit before taxation 2,086,935 1,967,832
Depreciation charges 61,683 76,956
Increase in provisions 1,473 4,153
Finance costs 1,960 1,471
Finance income (111,077 ) (136,234 )
2,040,974 1,914,178
Increase in stocks (85,291 ) (18,491 )
Decrease/(increase) in trade and other debtors 133,081 (170,118 )
(Decrease)/increase in trade and other creditors (315,368 ) 179,811
Cash generated from operations 1,773,396 1,905,380

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 January 2026
31.1.26 1.2.25
£    £   
Cash and cash equivalents 4,364,569 4,181,949
Year ended 31 January 2025
31.1.25 1.2.24
£    £   
Cash and cash equivalents 4,181,949 4,338,948


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.2.25 Cash flow At 31.1.26
£    £    £   
Net cash
Cash at bank 4,181,949 182,620 4,364,569
4,181,949 182,620 4,364,569
Total 4,181,949 182,620 4,364,569

John Pass Limited (Registered number: 07280179)

Notes to the Financial Statements
for the year ended 31 January 2026

1. STATUTORY INFORMATION

John Pass Limited ('The Company') is primarily engaged as a retailer for fine jewellery and premium brand watches.

The company is a private company limited by shares and is incorporated in England and Wales. The address of the principal place of business is 179 Nantwich Road, Crewe, Cheshire, CW2 6DT and the registered office is Datum House, Electra Way, Crewe, CW1 6ZF.The registered number can be found on the Company Information page.

The functional and presentational currency of the financial statements is the Pound Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £.

2. STATEMENT OF COMPLIANCE

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.

3. ACCOUNTING POLICIES

Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below.

These policies have been consistently applied to all years presented, unless otherwise stated.

Basis of preparation
The financial statements are prepared on the going concern basis under the historical cost convention and comply with the United Kingdom Accounting Standards and Companies Act 2006.

Going concern
Having considered all known factors and after reviewing forecasts and projections, no material uncertainties that may cast significant doubt about the ability of the company to continue as a going concern have been identified by the directors.The period under review covers not less than 12 months from the date of signing there financial statements.

The directors therefore consider it appropriate to prepare the financial statements on the going concern basis.

Revenue recognition
Revenue (described as turnover) is recognised on the delivery of goods to the customer and on the performance of services for the customer (net of VAT) returns, rebates and discounts. It is recognised when the company obtains the right to consideration.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2014, is being amortised evenly over its estimated useful life of ten years.

John Pass Limited (Registered number: 07280179)

Notes to the Financial Statements - continued
for the year ended 31 January 2026

3. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are stated at historical cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates so as to write off their cost less residual amounts over their estimated useful economic lives. Assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount.

Long Leasehold - over 5 - 15 years
Plant and machinery- 20% on reducing balance
Fixtures and fittings- 20% on reducing balance
Motor Vehicles- 25% on reducing balance

The residual values and useful lives of assets are reviewed and adjusted if appropriate at each statement of financial position date.

Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.Cost comprises direct goods and materials incurred in bringing the stock to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the profit or loss. Reversals of impairment losses are also recognised in the profit and loss.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, 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 that have been enacted or substantively enacted by the year end.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the year end.

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.

Deferred tax is charged or credited in profit or loss, except when it relates to items credited or charged directly to other comprehensive income or equity, in which case the tax follows the transaction or event it relates to and is also charged or credited directly to other comprehensive income, or equity.

John Pass Limited (Registered number: 07280179)

Notes to the Financial Statements - continued
for the year ended 31 January 2026

3. ACCOUNTING POLICIES - continued

Employee benefits
The company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and a defined contribution pension plan.

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which service is received.

The company operates a defined contribution pension plan for its directors and 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 when they are due. Amounts not paid are shown as accruals at the end of the statement of financial position date. The assets of the plan are held separately from the company in independently administered funds.

The company operates an annual bonus plan for certain employees. An expense is recognised in the Statement of Comprehensive Income when the company has a legal or constructive obligation to make payments under the plan as a result of past events and a reliable estimate of the obligation can be made.

John Pass Limited (Registered number: 07280179)

Notes to the Financial Statements - continued
for the year ended 31 January 2026

3. ACCOUNTING POLICIES - continued

Impairment of assets
Assets not measured at fair value are reviewed for any indications that the asset maybe impaired at each statement of financial position date. If such indications exists the recoverable amount of the asset or the assets cash generating unit is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Any losses arising from impairment are recognised in the Statement of Comprehensive Income under the appropriate heading.

Trade and other receivables within one year
Trade and other receivables with no stated interest rate are recorded at transaction price.

Trade and other creditors
Trade and other creditors (including deposits and gift vouchers) are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand and other short-term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash.

Financial instruments
The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances are initially recognised at transaction price and are subsequently carried at amortised cost, using the effective interest method, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

(ii) Financial liabilities
Basic financial liabilities, including trade and other payables, are initially recognised at transaction price and subsequently carried at amortised cost, using the effective interest rate method, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Provisions for liabilities
Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Key accounting judgements and estimates
The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.

Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are discussed below:

John Pass Limited (Registered number: 07280179)

Notes to the Financial Statements - continued
for the year ended 31 January 2026

3. ACCOUNTING POLICIES - continued

(i) Stock impairment/provision (shown as an expected reduction in stock and debited to the income statement through cost of sales).
An impairment loss is recognised where the expected selling price is less than cost. In arriving at this impairment loss judgement and estimates have been used particularly for slow moving and discontinued stick items. This is based on the ageing of the stock and taking into account general market conditions.

(ii) Depreciation rates
In assessing depreciation rates the directors have considered the expected useful life of the specific assets involved.

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2026 2025
£    £   
Sale of goods 11,161,993 10,905,242
11,161,993 10,905,242

An analysis of turnover by geographical market is given below:

2026 2025
£    £   
United Kingdom 11,161,993 10,905,242
11,161,993 10,905,242

5. EMPLOYEES AND DIRECTORS
2026 2025
£    £   
Wages and salaries 728,688 680,024
Social security costs 76,294 56,670
Other pension costs 157,610 310,770
962,592 1,047,464

The average number of employees during the year was as follows:
2026 2025

Directors 2 2
Sales and administration 24 23
26 25

The company operates a defined contribution pension scheme for the benefit of employees and directors. The assets of the scheme are administered by an independent pensions provider. Pension payments are recognised as an expense during the year and amounted to £157,610 (2025: £310,770).

John Pass Limited (Registered number: 07280179)

Notes to the Financial Statements - continued
for the year ended 31 January 2026

5. EMPLOYEES AND DIRECTORS - continued

2026 2025
£    £   
Directors' remuneration 29,051 25,548
Directors' pension contributions to money purchase schemes 120,000 276,667

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

6. OPERATING PROFIT

The operating profit is stated after charging:

2026 2025
£    £   
Depreciation - owned assets 61,683 43,206
Goodwill amortisation - 33,750
Auditors' remuneration 12,000 -
Fees paid to the company's auditor for other services 16,835 13,187
Rent operating lease 30,000 30,000

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2026 2025
£    £   
Corporation tax interest
payable - 1,471
VAT interest 1,958 -
PAYE interest 2 -
1,960 1,471

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2026 2025
£    £   
Current tax:
UK corporation tax 538,135 476,094

Deferred tax (11,799 ) 30,023
Tax on profit 526,336 506,117

UK corporation tax has been charged at 25% (2025 - 25%).

John Pass Limited (Registered number: 07280179)

Notes to the Financial Statements - continued
for the year ended 31 January 2026

8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2026 2025
£    £   
Profit before tax 2,086,935 1,967,832
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2025 - 25%)

521,734

491,958

Effects of:
Expenses not deductible for tax purposes 4,602 14,159
Total tax charge 526,336 506,117

9. DIVIDENDS
2026 2025
£    £   
Ordinary shares of £1 each
Interim 163,992 68,750
Redeemable preference share of £1
Interim 500,000 1,000,000
663,992 1,068,750

10. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 February 2025
and 31 January 2026 1,350,000
AMORTISATION
At 1 February 2025
and 31 January 2026 1,350,000
NET BOOK VALUE
At 31 January 2026 -
At 31 January 2025 -

John Pass Limited (Registered number: 07280179)

Notes to the Financial Statements - continued
for the year ended 31 January 2026

11. TANGIBLE FIXED ASSETS
Fixtures
Long Plant and and Motor
leasehold machinery fittings vehicles Totals
£    £    £    £    £   
COST
At 1 February 2025 85,524 287,068 374,747 34,176 781,515
Additions - 6,277 - - 6,277
At 31 January 2026 85,524 293,345 374,747 34,176 787,792
DEPRECIATION
At 1 February 2025 66,651 229,212 170,803 16,554 483,220
Charge for year 4,272 12,217 40,789 4,405 61,683
At 31 January 2026 70,923 241,429 211,592 20,959 544,903
NET BOOK VALUE
At 31 January 2026 14,601 51,916 163,155 13,217 242,889
At 31 January 2025 18,873 57,856 203,944 17,622 298,295

12. STOCKS
2026 2025
£    £   
Stocks 2,928,795 2,843,504

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2026 2025
£    £   
Trade debtors 1,635 174,134
Other debtors 20,194 20,544
Staff loans 5,656 8,448
Prepayments and accrued income 140,158 97,598
167,643 300,724

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2026 2025
£    £   
Trade creditors 163,124 640,937
Tax 268,135 166,604
VAT 279,082 242,567
Directors' current accounts 60,410 32,226
Accrued expenses 350,237 296,043
1,120,988 1,378,377

John Pass Limited (Registered number: 07280179)

Notes to the Financial Statements - continued
for the year ended 31 January 2026

15. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2026 2025
£    £   
Within one year 20,833 30,000
Between one and five years 15,000 35,000
35,833 65,000

16. PROVISIONS FOR LIABILITIES
2026 2025
£    £   
Deferred tax 51,574 63,373
Leave pay provision 6,502 5,029
58,076 68,402

Leave
Deferred pay
tax provision
£    £   
Balance at 1 February 2025 63,373 5,029
Utilised during year - (5,029 )
Charge/(credit) to statement
of comprehensive income (11,799 ) 6,502
Balance at 31 January 2026 51,574 6,502

The leave pay provision of £6,502 represents holiday balances accrued as a result of services rendered in the current period and which employees are entitled to carry forward. The provision is measured as the salary cost payable for the period of absence.

17. CALLED UP SHARE CAPITAL

On 19 January 2026, the company purchased and cancelled 4 Ordinary 'A' £1 shares and 4 Ordinary 'B' £1 shares for a total consideration of £549,468, including associated costs.

18. RELATED PARTY DISCLOSURES

Transactions with related parties during the year and balances outstanding at the end of the reporting period were as follows:

Entities over which the directors have control:
2026 2025
£ £
Rent 10,000 10,000