| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 January 2026 |
| for |
| John Pass Limited |
| REGISTERED NUMBER: |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Datum House |
| Electra Way |
| Crewe |
| Cheshire |
| CW1 6ZF |
| BANKERS: |
| 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: |
| 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 £ |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report. |
| 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: |
| 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. |
| for and on behalf of |
| Datum House |
| Electra Way |
| Crewe |
| Cheshire |
| CW1 6ZF |
| John Pass Limited (Registered number: 07280179) |
| Statement of Comprehensive |
| Income |
| for the year ended 31 January 2026 |
| 2026 | 2025 |
| Notes | £ | £ |
| TURNOVER | 4 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| 1,976,508 | 1,832,041 |
| Other operating income |
| OPERATING PROFIT | 6 |
| Interest receivable and similar income |
| 2,088,895 | 1,969,303 |
| Interest payable and similar expenses | 7 | ( |
) | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| John Pass Limited (Registered number: 07280179) |
| Statement of Financial Position |
| 31 January 2026 |
| 2026 | 2025 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| CURRENT ASSETS |
| Stocks | 12 |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 16 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Capital redemption reserve |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 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 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Balance at 31 January 2025 |
| Changes in equity |
| Reduction in share capital | (8 | ) | - | 8 | - |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Purchase of own shares | - | (549,468 | ) | - | (549,468 | ) |
| Balance at 31 January 2026 |
| 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 |
| Interest paid | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Taxation refund |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Interest received |
| Net cash from investing activities |
| Cash flows from financing activities |
| Amount withdrawn by directors | (60,808 | ) | (506,536 | ) |
| Share buyback | ( |
) |
| Equity dividends paid | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
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 |
| Depreciation charges |
| 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 | ( |
) | ( |
) |
| Decrease/(increase) in trade and other debtors | ( |
) |
| (Decrease)/increase in trade and other creditors | ( |
) |
| Cash generated from operations |
| 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 | 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 |
| 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 |
| 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 |
| £ | £ |
| An analysis of turnover by geographical market is given below: |
| 2026 | 2025 |
| £ | £ |
| United Kingdom |
| 5. | EMPLOYEES AND DIRECTORS |
| 2026 | 2025 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2026 | 2025 |
| Directors | 2 | 2 |
| Sales and administration | 24 | 23 |
| 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 |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| 2026 | 2025 |
| £ | £ |
| Depreciation - owned assets |
| Goodwill amortisation |
| Auditors' remuneration |
| Fees paid to the company's auditor for other services |
| Rent operating lease |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2026 | 2025 |
| £ | £ |
| Corporation tax interest |
| payable |
| VAT interest |
| PAYE interest |
| 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 |
| Deferred tax | ( |
) |
| Tax on profit |
| 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 |
| Profit multiplied by the standard rate of corporation tax in the UK of (2025 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| 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 |
| 10. | INTANGIBLE FIXED ASSETS |
| Goodwill |
| £ |
| COST |
| At 1 February 2025 |
| and 31 January 2026 |
| AMORTISATION |
| At 1 February 2025 |
| and 31 January 2026 |
| 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 |
| Additions |
| At 31 January 2026 |
| DEPRECIATION |
| At 1 February 2025 |
| Charge for year |
| At 31 January 2026 |
| NET BOOK VALUE |
| At 31 January 2026 |
| At 31 January 2025 |
| 12. | STOCKS |
| 2026 | 2025 |
| £ | £ |
| Stocks |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2026 | 2025 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Staff loans | 5,656 | 8,448 |
| Prepayments and accrued income |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2026 | 2025 |
| £ | £ |
| Trade creditors |
| Tax |
| VAT | 279,082 | 242,567 |
| Directors' current accounts | 60,410 | 32,226 |
| Accrued expenses |
| 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 |
| Between one and five years |
| 16. | PROVISIONS FOR LIABILITIES |
| 2026 | 2025 |
| £ | £ |
| Deferred tax | 51,574 | 63,373 |
| Leave pay provision | 6,502 | 5,029 |
| Leave |
| Deferred | pay |
| tax | provision |
| £ | £ |
| Balance at 1 February 2025 |
| Utilised during year | ( |
) |
| Charge/(credit) to statement |
| of comprehensive income | (11,799 | ) | 6,502 |
| Balance at 31 January 2026 |
| 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 |