Caseware UK (AP4) 2022.0.179 2022.0.179 2023-02-192023-02-192023-02-19No description of principal activityfalse02022-02-20false0false 13487315 2022-02-20 2023-02-19 13487315 2021-07-01 2022-02-19 13487315 2023-02-19 13487315 2022-02-19 13487315 c:Director1 2022-02-20 2023-02-19 13487315 c:Director2 2022-02-20 2023-02-19 13487315 c:Director2 2023-02-19 13487315 c:Director3 2022-02-20 2023-02-19 13487315 c:Director4 2022-02-20 2023-02-19 13487315 c:Director5 2022-02-20 2023-02-19 13487315 c:Director6 2022-02-20 2023-02-19 13487315 c:Director7 2022-02-20 2023-02-19 13487315 c:Director8 2022-02-20 2023-02-19 13487315 c:Director8 2023-02-19 13487315 c:RegisteredOffice 2022-02-20 2023-02-19 13487315 d:Buildings d:LongLeaseholdAssets 2022-02-20 2023-02-19 13487315 d:PlantMachinery 2022-02-20 2023-02-19 13487315 d:FurnitureFittings 2022-02-20 2023-02-19 13487315 d:Goodwill 2022-02-20 2023-02-19 13487315 d:CurrentFinancialInstruments 2023-02-19 13487315 d:CurrentFinancialInstruments 2022-02-19 13487315 d:Non-currentFinancialInstruments 2023-02-19 13487315 d:Non-currentFinancialInstruments 2022-02-19 13487315 d:Non-currentFinancialInstruments 1 2023-02-19 13487315 d:Non-currentFinancialInstruments 1 2022-02-19 13487315 d:CurrentFinancialInstruments d:WithinOneYear 2023-02-19 13487315 d:CurrentFinancialInstruments d:WithinOneYear 2022-02-19 13487315 d:Non-currentFinancialInstruments d:AfterOneYear 2023-02-19 13487315 d:Non-currentFinancialInstruments d:AfterOneYear 2022-02-19 13487315 d:ShareCapital 2023-02-19 13487315 d:ShareCapital 2021-07-01 2022-02-19 13487315 d:ShareCapital 2022-02-19 13487315 d:RetainedEarningsAccumulatedLosses 2022-02-20 2023-02-19 13487315 d:RetainedEarningsAccumulatedLosses 2023-02-19 13487315 d:RetainedEarningsAccumulatedLosses 2021-07-01 2022-02-19 13487315 d:RetainedEarningsAccumulatedLosses 2022-02-19 13487315 c:OrdinaryShareClass1 2022-02-20 2023-02-19 13487315 c:OrdinaryShareClass1 2023-02-19 13487315 c:OrdinaryShareClass1 2022-02-19 13487315 c:PreferenceShareClass1 2022-02-20 2023-02-19 13487315 c:PreferenceShareClass1 2023-02-19 13487315 c:PreferenceShareClass1 2022-02-19 13487315 c:EntityNoLongerTradingButTradedInPast 2022-02-20 2023-02-19 13487315 c:FRS102 2022-02-20 2023-02-19 13487315 c:Audited 2022-02-20 2023-02-19 13487315 c:FullAccounts 2022-02-20 2023-02-19 13487315 c:PrivateLimitedCompanyLtd 2022-02-20 2023-02-19 13487315 d:Subsidiary1 2022-02-20 2023-02-19 13487315 d:Subsidiary1 1 2022-02-20 2023-02-19 13487315 d:Subsidiary2 2022-02-20 2023-02-19 13487315 d:Subsidiary2 1 2022-02-20 2023-02-19 13487315 d:Subsidiary3 2022-02-20 2023-02-19 13487315 d:Subsidiary3 1 2022-02-20 2023-02-19 13487315 d:Subsidiary4 2022-02-20 2023-02-19 13487315 d:Subsidiary4 1 2022-02-20 2023-02-19 13487315 d:Subsidiary5 2022-02-20 2023-02-19 13487315 d:Subsidiary5 1 2022-02-20 2023-02-19 13487315 d:Subsidiary6 2022-02-20 2023-02-19 13487315 d:Subsidiary6 1 2022-02-20 2023-02-19 13487315 d:Subsidiary7 2022-02-20 2023-02-19 13487315 d:Subsidiary7 1 2022-02-20 2023-02-19 13487315 d:Subsidiary8 2022-02-20 2023-02-19 13487315 d:Subsidiary8 1 2022-02-20 2023-02-19 13487315 d:Subsidiary9 2022-02-20 2023-02-19 13487315 d:Subsidiary9 1 2022-02-20 2023-02-19 13487315 d:Subsidiary10 2022-02-20 2023-02-19 13487315 d:Subsidiary10 1 2022-02-20 2023-02-19 13487315 d:Subsidiary11 2022-02-20 2023-02-19 13487315 d:Subsidiary11 1 2022-02-20 2023-02-19 13487315 c:Consolidated 2023-02-19 13487315 c:ConsolidatedGroupCompanyAccounts 2022-02-20 2023-02-19 13487315 4 2022-02-20 2023-02-19 13487315 6 2022-02-20 2023-02-19 13487315 8 2022-02-20 2023-02-19 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 13487315










CILANTRO HOLDING LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 19 FEBRUARY 2023

 
CILANTRO HOLDING LIMITED
 
 
COMPANY INFORMATION


Directors
Fady Abouchalache 
Kevin Davies (resigned 17 February 2023)
Joseph Dib 
Steven Hill 
Patrick Marrinan 
Robin Rowland 
Stephen Wall 
W J Dejager (appointed 18 January 2023)




Registered number
13487315



Registered office
39 Sloane Street, London, England, SW1X 9LP




Independent auditor
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
CILANTRO HOLDING LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 6
Directors' Report
7 - 8
Independent Auditor's Report
9 - 13
Consolidated Statement of Comprehensive Income
14
Consolidated Balance Sheet
15
Company Balance Sheet
16
Consolidated Statement of Changes in Equity
17
Company Statement of Changes in Equity
18
Consolidated Statement of Cash Flows
19 - 20
Consolidated Analysis of Net Debt
21
Notes to the Financial Statements
22 - 41


 
CILANTRO HOLDING LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 19 FEBRUARY 2023

Introduction
 
The Directors present their report and the financial statements for the 52 week period ended 19 Feb 2023. Overall, despite the on-set of several economic headwinds, the Group has performed well in the period, with continued expansion. Cilantro Holding Limited was formed in the prior period as a direct result of the purchase of the Pho 2012 Limited Group shares by a new Private Equity Investor on 2 August 2021. The prior period figues within these financial statements represent trading from this date to the prior period end, being 20 February 2022 and therefore do not represent a full period's results. On that basis the comparatives have not been given within the strategic report as these are not representative. 

Business review
 
The trading results and balance sheet and other financial statements are shown on pages 13 to 19.
There have been a number of challenges for the hospitality sector in the period, principally fluctuations in supply chain pricing and utilities as a result of the ongoing conflict in Ukraine, which the industry has had to absorb. The Group has experienced a continued trend in delivery sales as noted in the periods following the COVID pandemic. For comparative purposes, the Directors note that the prior period results were helped by the UK Government’s COVID related reliefs including the reduced VAT rate, business rates concessions and various COVID grants. These concessions and reliefs came to an end in April 2022 and therefore had an immaterial impact on the 2023 results.
Turnover for the period was £58.3m with a gross margin of 78.3%. Loss before tax is £4.3m, Trading EBITDA (earnings before interest, tax, depreciation, amortization, pre-opening costs, exceptional costs and Management charges) is £5.8m being 8.6% of Turnover and Restaurant EBITDA £10.4m for the period.
Recent performance has buoyed Director’s confidence in the recovery of the market and along with funding introduced in the wider group in 2021, the Group has continued its expansion with five new restaurants located in Cheltenham, Plymouth, York, Bournemouth and Canary Wharf. At the end of FY23, the Group had  total of 37 restaurants and five dark kitchens.
Post period end, additional funding has been successfully secured allowing for continued expansion through the next several periods. Recent post period end activity includes new site openings at London Bridge and Milton Keynes. The Directors decided not to renew the lease for the Group's first site in Clerkenwell, London, having operated the site since 2005. In addition, the dark kitchen business has been rationalised from five sites to four sites, to optimise the profitability of the remaining units by reducing cannibalisation.

Page 1

 
CILANTRO HOLDING LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 19 FEBRUARY 2023

Principal risks and uncertainties
 
Inflation,Cost of living and economic confidence
High levels of inflation and rising ‘mortgage affecting’ interest rates has created the current coined phrase ‘the cost of living crisis’. This has continued throughout FY23 into FY24. It is clear that this has had a negative impact on disposable income, however the directors feel that the core proposition of fresh, healthy food and value for money, will position the Group to remain resilient in terms of sales growth. Menu pricing is regularly benchmarked against competitors and the Directors believe that Pho remains competitively priced and well placed to secure repeat custom, despite the threat of waning consumer confidence. Steps have also been taken to invest in sales and marketing nation-wide, as well as training and development to ensure that the customer experience continues to exceed expectations for an increasingly discerning customer base.
The Directors are aware that opening new sites in the current economic environment carries additional risk, and they have undertaken enhanced due diligence on new locations prior to opening. In addition, the Directors have sensitised forecasts in the event that new openings take slightly longer than normal to establish the desired level of trade.
Supply Chain and input costs
Like most businesses in our sector, input prices remain volatile and margins are under pressure. The Group has introduced a new procurement system to allow live tracking of key input costs for greater visibility and control. The Directors are continually reviewing the cost base for any further opportunities to protect margins.
Recruitment
Attraction and retention of staff is a key risk in a highly competitive market. The company continues to invest in employee wellbeing mental health and development, as well conducting regular benchmarking to ensure the remuneration offered remains competitive within the marketplace.
Labour Costs
In line with all hospitality companies which operate in our marketplace labour remains a key cost to the Group. the company regularly reviews budgeted labour costs on a site by site and day by day basis to ensure that the Group gains maximum efficiency for all hours worked.

Financial key performance indicators
 
The Directors receive a wide range of management information to monitor the performance of the business. They receive total sales for the previous week, detailing food and beverage costs, giving the gross profit margins, together with other performance indicators including labour costs, like for like sales, average spend and number of covers. This is then expanded upon for the period end figures to include operating profit and EBITDA, providing a full set of key performance indicators.
Key indicators are reported as follows:
Total Sales £58.3m, Food Costs £10.98m, Beverage Costs £1.70m, Gross Profit Margin 78.3%, Labour Costs £21.53m, Like for Like sales 11.9%, Operating Profit £1.5m, Trading EBITDA £5.8m, average spend £15.43 and number of covers 3,854,904 (2022: 2,791,088).
The Group has seen an increase in sales post period end in Q1 of FY24 in our like for like sales which is in
addition to the new sites which have opened.

Page 2

 
CILANTRO HOLDING LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 19 FEBRUARY 2023

Future Developments
 
The Group continues with its expansion plans with an extensive pipeline of new site opportunities being progressed following on from the additional funding that has been secured post period end. Post period end the Group has achieved the required EBITDA targets outlined in the August 2021 transaction, this has triggered a post year end earnout cash payment of £5m being made and the financials of such will be reflected in the period ending February 2024.

Employees
Pho is an equal opportunities employer. The Group is committed to providing equal opportunities throughout the employment across all staff members, including recruitment training and promotion regardless of age, gender, marital status sexual orientation, race, national or ethnic origin, religious orientation or beliefs or disability. All team members and applicants are treated equally, and the Group would take all reasonable adjustments to accommodate disabled workers or applicants.
Pho is committed to eliminating discrimination and encouraging diversity amongst the entire workforce. We strive to ensure that each employee feels respected and is valued based upon their skills, performance and commitment.
Every employee of Pho has the duty to observe and apply the company policy at all times, any violation of the policy would be treated as a serious offence and could result in disciplinary action and/or dismissal. Diversity has been increased in senior executive positions and is now 40% female with the Head of People and Marketing Director both now attending the board meetings.
Engagement with employees
The Directors of the Group engage directly with our people through regular site visits and meetings taking place within the restaurants. The Group also encourages open dialogue though regular appraisals and internal communication tools including a mobile phone application that enables fast and convenient communication with all employees regarding news updates, staff training opportunities and personal welfare matters. Employees at all levels are encouraged to participate in communication. We run annual employee engagement surveys, alongside more ad hoc ‘pulse’ style surveys through our employee communication app.

Page 3

 
CILANTRO HOLDING LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 19 FEBRUARY 2023

Section 172 Statement
 
All decisions made by the management of the Group seek to enhance the long-term reputation of the business and the brand to drive benefits to each stakeholder. By engaging openly and transparently with all stakeholders we can ensure we have comprehensively considered all the beneficiaries of the work we undertake both now and in the future. 
The Directors are aware of their duty under section 172 of the Companies Act 2006, to act in a way which they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so, have regard (amongst other matters) to: -
• The likely consequences of any decision in the long term:
• The interest of the company’s employees;
• The need to foster the company’s business relationships with suppliers, customers and others;
• The impact of the company’s operations on the community and the environment;
• The desirability of the company maintaining a reputation for high standards of business conduct; and
• The need to act fairly as between members.
Long term impact
• The Directors hold regular meetings with key stakeholders of the business to provide updates on key KPI’s and
additional detailed narrative supporting the company position.
Employees
• All of our employees throughout the business are key to our success, and we need to reward protect and listen
at all levels. In an effort to drive enhanced employee wellbeing we have introduced a number of health focused
benefits, including discounted gym memberships, an employee assistance program and a private GP helpline
which is available to all employees from the first day of employment.
• We also engage with all team members through regular appraisals and news updates communicated
though the employee app.
Customers
• We continuously look for ways to improve our offering, service, and overall brand experience so we look to
engage with our guests through the use of onsite tablets as well as encouraging our guests to leave Google
reviews. There is also a post visit email set up in the event a guest has not given us real time feedback in our
sites.
• We respond to customer feedback through multiple channels and see an increase in enquiries and feedback
now coming through social channels.
• The Group actively seeks to adapt to the needs of its customers through regular review and development of
its menu.
• The Group actively seeks to adapt to the needs of its customers through regular review and development of
its menu.
Suppliers
• The Group values the freshness and quality of restaurant supplies in contributing to maintaining the high
quality output expected form the customer base and, as such, recognise that building long term relationships
with our suppliers is mutually beneficial for our shared success. We hold long term relationships with key
suppliers allowing for focus on quality, consistency and price stability.
Community & Environment
• Careful considerations are made on each restaurant location and recruitment is focused on hiring from the local
community allowing for reduced travel environmental impact and increased ties within the communities we are
located within.
• There is a continued strong focus on environmental operating procedures including being mindful of energy
usage and reduction in waste products.
• We are signed up in every location to Chop Value - an organization that takes our used chopsticks and recycles
 
Page 4

 
CILANTRO HOLDING LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 19 FEBRUARY 2023

them into office furniture and other items. After just over a month we have recycled over a ton of chopsticks.
• We continue to support each site with local community initiatives including prizes for raffles for schools, local
charity donations and sponsoring grassroot sports teams.
• In all our locations we have set up the process and pay for oil to be recycled (and turned into energy).
Business conduct
• Customer feedback is continually reviewed and this has been implemented into restaurant PDQ machines for
customer ease. Management have active engagement with customers on comments provided to ensure high
standards are maintained.
Acting fairly between stakeholders
• Regular and relevant stakeholder engagement for each stakeholder group
Corporate social responsibly
In 2021 we began supporting Christina Noble Children's Foundation, which is a British charity operating in Vietnam, working to help under-privileged children - providing health, education and other wellbeing services to families. This work is ongoing and we are proud to be a partner with this charity. In the period to 19 February 2023 we have raised £35k and and continue to look for additional ways to invest our time by way of support.
As a Group we’ve always celebrated and supported our internal LGBTQ+ community to promote diversity in our business. We support activities and events surrounding PRIDE each year, and in 2019 we introduced a national, year-round support plan whereby we donate a proportion of every “Pride Punch” cocktail sold directly to national PRIDE organisations.
We continue to explore ways to reduce Pho’s environmental footprint and have reduce the amount of single use plastic in our takeaway and Delivery packaging. In 2022 we made the change and now offer chopsticks opt-out and metal cutlery for purchase instead of plastic cutlery for Delivery and Takeaway. This continues to be a focus of the management group who are actively seeking ways to further reduce the use of single use plastics.
Our new partnership with Chop Value is illustrative of our intent to continue to find ways to make small changes that drive a big difference, and the Pho Group consistently strives to be the best in class in terms of sustainability policies within the restaurant sector.
Greenhouse Gas emissions and energy consumption
The total consumption (kWh) figures for energy supplies reportable by the Pho Group are as follows:
Utility and Scope                            2022/23 Consumption (kWh)  
Grid-Supplied Electricity (Scope 2)             4,945,973                                       
Gaseous and other fuels (Scope 1)             3,429,730                                               
Total                                                            8,375,703                                        
The total emission (tCO2e) figures for energy supplies reportable by the Pho Group are as follows.
Utility and Scope                                  2022/23 Consumption (tCO2e)    
Grid-Supplied Electricity (Scope 2)                     956.45                                         
Gaseous and other fuels (Scope 1)                         626.06                                            
Total                                                                  1,582.52                                          

An intensity metric of kWh per ft2 has been applied for the annual total consumption / emissions of the Pho Group.
Intensity ratio: kWh / ft2 0.01 
 

 
Page 5

 
CILANTRO HOLDING LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 19 FEBRUARY 2023



Measures taken to improve energy efficiency
As a company we remain committed for continual improvements in our operational energy efficiency. As such, a register of energy efficiency measures available to us has been compiled and constantly updated with new measure as a when appropriate.
Current measures that are presently carried out is ensuring all new kitchen extraction systems are set up to run on inverters resulting in improved efficiency in adjusting the air flow within the system. With new sites we ensure pot washing machines are BREEAM compliant, and the commercial taps are WRAS approved to reduce water usage. Customer toilets are also dual flush to reduce the water consumption of restaurants. On all new restaurants we install full LED lighting throughout. As part of ongoing maintenance, we are continually replacing new lighting with upgraded LED bulbs and typically we would update a whole lighting circuit once older circuits have reached the end of life. When signs are repaired the old technology lamps are replaced with LED. We replace any refrigeration seals on our fridges / walk-in units when they become worn – to ensure we maintain the correct temperatures and minimise energy use within the equipment, our cleaners are also aware of the mportance of continually cleaning the fridge condensers ensuring maximum efficiency is maintained.


This report was approved by the board on 31 July 2023 and signed on its behalf.



Patrick Marrinan
Director

Page 6

 
CILANTRO HOLDING LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 19 FEBRUARY 2023

The directors present their report and the financial statements for the period ended 19 February 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the period, after taxation, amounted to £2,762,213 (2022 - loss £722,813).

Directors

The directors who served during the year were:

Fady Abouchalache 
Kevin Davies (resigned 17 February 2023)
Joseph Dib 
Steven Hill 
Patrick Marrinan 
Robin Rowland 
Stephen Wall 
W J Dejager (appointed 18 January 2023)




Page 7

 
CILANTRO HOLDING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 19 FEBRUARY 2023

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 and the Group's auditors are 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 relevantaudit information and to establish that the Company and the Group's auditors are aware of that information. 

Auditor

The auditor, Haysmacintyre LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 31 July 2023 and signed on its behalf.
 





Patrick Marrinan
Director

Page 8

 
CILANTRO HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CILANTRO HOLDING LIMITED
 

Opinion


I have audited the financial statements of Cilantro Holding Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 19 February 2023, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 my opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 19 February 2023 and of the Group's loss for the period 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


I conducted my audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. My responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of my report. I am independent of the Group in accordance with the ethical requirements that are relevant to my audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.


Conclusions relating to going concern


In auditing the financial statements, I 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 I have performed, I have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent 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.


My responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 9

 
CILANTRO HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CILANTRO HOLDING LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  my Auditor's Report thereon.  The directors are responsible for the other information contained within the Annual Report.  My opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, I do not express any form of assurance conclusion thereon. My responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If I identify such material inconsistencies or apparent material misstatements, I am required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact.


I have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In my opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group 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 Group and the parent Company and its environment obtained in the course of the audit, I have not identified material misstatements in the Group Strategic Report or the Directors' Report.


I have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires me to report to you if, in my opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for my audit have not been received from branches not visited by me; or
the parent Company 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
I have not received all the information and explanations I require for my audit.


Page 10

 
CILANTRO HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CILANTRO HOLDING LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 7, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 11

 
CILANTRO HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CILANTRO HOLDING LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

My 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 my 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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. I design procedures in line with my responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which my procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. 
We design procedures in line with our responsibilities. The extend to which our procedures are capable of detecting irregularaties, including fraud is detailed below:
We consider the most significant laws and regulations that have a direct impact on the financial statements to be:
 
FRS102 and Companies Act 2006 compliance: We reviewed the financial statement disclosures and performed testing on balances and disclosures. 
Tax regulation: We inspected correspondence with regulators and tax authorities, and reviewed the companies tax computations.
Other laws and resulations include health & safety, fire regulations  

We considered the following areas to be those where the financial statements are most susceptible to fraud:

Management override of controls: We evaluated management’s controls designed to prevent and detect irregularities and we sampled and tested journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions, and we challenged assumptions and judgements made by management in their critical accounting estimates. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of my 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 my Auditor's Report.


Page 12

 
CILANTRO HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CILANTRO HOLDING LIMITED (CONTINUED)


Use of my 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 2006My audit work has been undertaken so that I might state to the Company's members those matters I am required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, I do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for my audit work, for this report, or for the opinions I have formed.





Haysmacintyre LLP
 
Statutory Auditors
  
10 Queen Street Place
London
EC4R 1AG

31 July 2023
Page 13

 
CILANTRO HOLDING LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 19 FEBRUARY 2023

2023
2022
Note
£
£

  

Turnover
 4 
58,322,487
28,582,101

Cost of sales
  
(12,683,328)
(5,394,395)

Gross profit
  
45,639,159
23,187,706

Administrative expenses
  
(44,208,814)
(21,174,513)

Exceptional administrative expenses
  
(1,063,828)
(548,495)

Other operating income
 5 
63,974
124,382

Operating profit
 6 
430,491
1,589,080

Interest payable and similar expenses
 10 
(3,065,399)
(1,615,452)

Loss before taxation
  
(2,634,908)
(26,372)

Tax on loss
 11 
(127,305)
(696,441)

Loss for the financial year
  
(2,762,213)
(722,813)

  

  

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 22 to 41 form part of these financial statements.

Page 14

 
CILANTRO HOLDING LIMITED
REGISTERED NUMBER: 13487315

CONSOLIDATED BALANCE SHEET
AS AT 19 FEBRUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
28,587,768
30,092,387

Tangible assets
 15 
14,537,928
11,709,616

  
43,125,696
41,802,003

Current assets
  

Stocks
 17 
651,510
602,435

Debtors: amounts falling due within one year
 18 
1,321,489
910,583

Cash at bank and in hand
 19 
9,998,175
7,745,667

  
11,971,174
9,258,685

Creditors: amounts falling due within one year
 20 
(21,072,143)
(19,932,003)

Net current liabilities
  
 
 
(9,100,969)
 
 
(10,673,318)

Total assets less current liabilities
  
34,024,727
31,128,685

Creditors: amounts falling due after more than one year
 21 
(35,799,658)
(30,955,981)

Provisions for liabilities
  

Deferred taxation
 23 
(821,262)
(731,023)

Other provisions
 24 
(791,332)
(66,993)

  
 
 
(1,612,594)
 
 
(798,016)

Net liabilities
  
(3,387,525)
(625,312)


Capital and reserves
  

Called up share capital 
 25 
97,501
97,501

Profit and loss account
  
(3,485,026)
(722,813)

  
(3,387,525)
(625,312)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 July 2023.




Patrick Marrinan
Director

The notes on pages 22 to 41 form part of these financial statements.

Page 15

 
CILANTRO HOLDING LIMITED
REGISTERED NUMBER: 13487315

COMPANY BALANCE SHEET
AS AT 19 FEBRUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
8,899,829
8,899,829

  
8,899,829
8,899,829

  

Creditors: amounts falling due within one year
 20 
(166,566)
(55,342)

Net current liabilities
  
 
 
(166,566)
 
 
(55,342)

Total assets less current liabilities
  
8,733,263
8,844,487

  

Creditors: amounts falling due after more than one year
 21 
(10,221,252)
(9,289,471)

  

Net liabilities
  
(1,487,989)
(444,984)


Capital and reserves
  

Called up share capital 
 25 
97,501
97,501

Profit and loss account
  
(1,585,490)
(542,485)

  
(1,487,989)
(444,984)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 July 2023.


Patrick Marrinan
Director

The notes on pages 22 to 41 form part of these financial statements.

Page 16

 

 
CILANTRO HOLDING LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 19 FEBRUARY 2023



Called up share capital
Profit and loss account
Total equity


£
£
£





Loss for the period

-
(722,813)
(722,813)


Shares issued during the period
97,501
-
97,501





At 20 February 2022
97,501
(722,813)
(625,312)





Loss for the period
-
(2,762,213)
(2,762,213)



At 19 February 2023
97,501
(3,485,026)
(3,387,525)



The notes on pages 22 to 41 form part of these financial statements.

Page 17

 

 
CILANTRO HOLDING LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 19 FEBRUARY 2023



Called up share capital
Profit and loss account
Total equity


£
£
£





Loss for the period

-
(542,485)
(542,485)


Shares issued during the period
97,501
-
97,501





At 20 February 2022
97,501
(542,485)
(444,984)





Loss for the year
-
(1,043,005)
(1,043,005)



At 19 February 2023
97,501
(1,585,490)
(1,487,989)



The notes on pages 22 to 41 form part of these financial statements.

Page 18

 
CILANTRO HOLDING LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(2,762,213)
(722,813)

Adjustments for:

Amortisation of intangible assets
1,504,619
1,707,195

Depreciation of tangible assets
1,832,572
833,229

Impairments of fixed assets
433,981
-

Interest paid
3,065,399
1,615,452

Taxation charge
127,305
696,441

(Increase) in stocks
(49,074)
(254,833)

(Increase)/decrease in debtors
(410,906)
370,592

Increase in creditors
1,273,638
5,891,895

Increase in provisions
724,339
66,993

Net fair value (gains)/losses recognised in P&L
(349,000)
-

Loss on disposal
13,218
-

Net cash generated from operating activities

5,403,878
10,204,151


Cash flows from investing activities

Purchase of intangible fixed assets
-
(17,432,157)

Purchase of tangible fixed assets
(4,759,084)
(1,599,104)

HP interest paid
-
5,150,974

Net cash from investing activities

(4,759,084)
(13,880,287)

Cash flows from financing activities

Issue of ordinary shares
-
97,501

New secured loans
-
21,666,505

Repayment of loans
-
(18,766,349)

Interest paid
(739,406)
(378,182)

Issue of preference shares
-
8,802,328

Net receipts from bank loans
2,347,120
-

Net cash used in financing activities
1,607,714
11,421,803
Page 19

 
CILANTRO HOLDING LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 19 FEBRUARY 2023


2023
2022

£
£



Net increase in cash and cash equivalents
2,252,508
7,745,667

Cash and cash equivalents at beginning of year
7,745,667
-

Cash and cash equivalents at the end of year
9,998,175
7,745,667


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
9,998,175
7,745,667

9,998,175
7,745,667


The notes on pages 22 to 41 form part of these financial statements.

Page 20

 
CILANTRO HOLDING LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 19 FEBRUARY 2023




At 20 February 2022
Cash flows
At 19 February 2023
£

£

£

Cash at bank and in hand

7,745,667

2,252,508

9,998,175

Debt due after 1 year

(30,468,838)

(3,911,896)

(34,380,734)

Debt due within 1 year

-

(334,156)

(334,156)


(22,723,171)
(1,993,544)
(24,716,715)

The notes on pages 22 to 41 form part of these financial statements.

Page 21

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

1.


General information

Cilantro Holding Limited is a company registed in the UK (13487315) at 39 Sloane Street, London, England, SW1X 9LP. No trading occurs through this entity all of which takes place through its subsidiary Pho Trading Limited, also registered in the UK (13487315) at 15 Clerkenwell Green, London, EC1R 0DP.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. 

 
2.3

Going concern

The cash flow forecast for the next 12 months for the Group is regularly updated and reviewed by the
Directors and is sensitised to account for differing scenarios.
The Group has successfully secured new investment in April 2023. This has provided the Group with
new and extended financing facilities which will be in place until August 2028. On all cash flow
scenarios, the Directors believe there is sufficient resources in the group for the next 12 months to
comply with all covenants relating to minimum cash balance, debt leverage, debt service cover and
cash headroom covenants.
For these reasons, the Directors continue to adopt the going concern basis in preparing the financial
statements.

Page 22

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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. 

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. During the previous year the company received revenue and asset based grants.
The revenue based grants received were in relation to the Coronavirus Job Retention Scheme (CJRS) and they were recognised as Other Income in the Statement of Comprehensive Income.

 
2.7

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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 23

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.10

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Management have re-assessed the useful economic life of the goodwill and deemed this to be until February 2042. This is a change in accounting estimate and therefore has been applied prospectively. 





Page 24

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.13

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
-
over the period of the lease
Plant and machinery
-
between 3 and 5 years straight line
Fixtures and fittings
-
between 3 and 5 years 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.

 
2.14

Impairment of fixed assets and goodwill

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss. 

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

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 weighted average 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.

Page 25

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.17

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.

 
2.18

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

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.

 
2.20

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

 
2.21

Onerous leases

Where the unavoidable costs of a lease exceed the economic benefit expected to be received from it, a provision is made for the present value of the obligations under the lease.

 
2.22

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount
Page 26

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)


2.22
Financial instruments (continued)

rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 27

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions are based on historical experience and other factors that are considered to be relevant. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Goodwill
The useful economic life of the goodwill is based on management's judgement and experience. When management identifies that actual useful economic lives differ materially from the estimate used to calculate amortisation, that charge is adjusted prospectively. 
The annual impairment assessment in respect of goodwill requires estimates of the value in use of cash generating units to which goodwill has been allocated. As a result, estimates of future cashflows are required.
Useful lives of property, plant and equipment
Property, plant and equipment are depreciated over their useful lives. Useful lives are based on management's best estimates of the period that the assets generate revenue, which are periodcially reviewed for continued appropriateness.
Impairment of tangible fixed assets 
In carrying out an impairment review, it has been necessary to make estimates and judgements regarding the future performance and cashflows generated by individual trading units which cannot be known with certainty. Past performance is often use as a guide in estimating future performance. 
Where the circumstances surrounding a particular trading unit have changed then forecasting future trading performance becomes increasingly judgemental. As a result, the actual impairment required may differ to the charge made in the financial statements. When assessing the recoverable amount of the tangible fixed assets, the net book value of the assets at the impairment date is used as a guide, taking into account factors which may signficantly affect the sale or use value.
Intercompany debtor recoverability
The recoverability of these debts has been assessed based on the underlying value of the other entities within the Group. The debt is considered recoverable on the basis the value of the assets exceeds the liabilities and therefore they would have sufficient reserves to clear the debt on the sale of assets.
Treatment of preference shares in issue
The preference shares in issue have been classified as debt given the terms and conditions attached to them. The preference shares are non-voting and have a coupon rate of 10% per annum. The shares are redeemable on an exit which is not deemed to be in the next 12 months from period end and hence the shares classified as debt, and accrued interest, have been recognised as due in more than a year. Should exit occur within 12 months, the balance and the interest would be incorrectly classified. 

Page 28

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Restaurant sales
38,124,300
15,045,447

Delivery sales
20,198,187
13,536,654

58,322,487
28,582,101


All turnover arose within the United Kingdom.


5.


Other operating income

2023
2022
£
£

Government grants receivable
63,974
124,382

63,974
124,382


The above amount relates to multiple government grants under the Retail, Hospitality and Leisure Grant Fund.


6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Tangible fixed assets - depreciation
1,832,572
833,229

Other operating lease rentals
3,990,620
2,880,634

Exceptional costs
1,436,218
549,121

Amortisation charged in the year
3,148,210
1,707,195

Page 29

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2023
2022
£
£

Fees payable to the Group's auditor and its associates for the audit of the consolidated and parent Group's financial statements
7,000
8,000

Fees payable to the Company's auditor and its associates in respect of:

The auditing of accounts of subsidiaries of the Company
52,000
47,300

Audit-related assurance services
12,000
7,718

All non-audit services not included above
7,500
11,670

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.


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
21,040,754
15,867,366
-
-

Social security costs
242,837
201,391
-
-

Cost of defined contribution scheme
295,156
226,661
-
-

21,578,747
16,295,418
-
-


The average monthly number of employees of the Group, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Management and administration
188
150



Restaurant staff
728
516

916
666

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)
Page 30

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

9.


Directors' remuneration

2023
2022
£
£

Salary receivable
504,640
461,563

Company pension contribution to purchase schemes
5,116
16,700

Bonus
-
317,489

509,756
795,752


The highest paid director received remuneration of £188,697 (2022 - £291,840).


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
739,366
188,375

Other loan interest payable
1,364,430
939,934

Amortisation of loan arrangement fee
44,000
-

Dividends on the preference shares treated as interest
917,603
487,143

3,065,399
1,615,452


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
127,305
356,441


Deferred tax


Fixed asset timing differences
-
340,000


Taxation on profit on ordinary activities
127,305
696,441
Page 31

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2022 - higher than) the standard rate of corporation tax is  19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(4,765,642)
(26,372)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(500,633)
(5,011)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
1,405,786
-

Expenses not deductible for tax purposes
-
647,911

Capital allowances for year/period in excess of depreciation
99,596
58,472

Adjustments to tax charge in respect of prior periods
(30,545)
2,600

Non-taxable income
(836,587)
-

Other tax adjustments
(2,397)
(2,397)

Remeasurement of deferred tax for changes in tax rates
31,004
-

Group relief
(62)
-

Rate differences
-
87,724

Deferred tax not recognised
(38,857)
(92,858)

Total tax charge for the year/period
127,305
696,441


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Exceptional items

2023
2022
£
£


Release of previous period impairment
(349,000)
-

Onerous lease provision
791,332
66,993

Exceptional administrative costs
187,515
164,013

Impairment of tangible fixed assets
433,981
-

Management bonus
-
317,489

1,063,828
548,495

Page 32

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

13.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year/period was £1,043,005 (2022 - loss £542,485).


14.


Intangible assets

Group and Company




Goodwill

£



Cost


At 20 February 2022
34,368,219



At 19 February 2023

34,368,219



Amortisation


At 20 February 2022
4,275,832


Charge for the year on owned assets
1,504,619



At 19 February 2023

5,780,451



Net book value



At 19 February 2023
28,587,768



Page 33

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

15.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Total

£
£
£



Cost or valuation


At 20 February 2022
16,715,068
6,901,887
23,616,955


Additions
3,734,717
1,024,367
4,759,084


Disposals
(69,069)
(134,828)
(203,897)



At 19 February 2023

20,380,716
7,791,426
28,172,142



Depreciation


At 20 February 2022
6,630,787
5,276,552
11,907,339


Charge for the year on owned assets
1,177,848
654,724
1,832,572


Disposals
(66,849)
(123,829)
(190,678)


Impairment charge
433,981
-
433,981


Impairment losses written back
(349,000)
-
(349,000)



At 19 February 2023

7,826,767
5,807,447
13,634,214



Net book value



At 19 February 2023
12,553,949
1,983,979
14,537,928

Page 34

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 20 February 2022
8,899,829



At 19 February 2023
8,899,829





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Cilantro Midco Limited
39 Sloane Street, London, England, SW1X 9LP
Ordinary
100%
Cilantro Bidco Limited *
39 Sloane Street, London, England, SW1X 9LP
Ordinary
100%
Pho 2012 Limited *
15 Clerkenwell Green,London, EC1R 0DP
Ordinary
100%
Pho Holdings Limited *
15 Clerkenwell Green,London, EC1R 0DP
Ordinary
100%
Pho Trading Limited*
15 Clerkenwell Green,London, EC1R 0DP
Ordinary
100%
Pho Employment Limited *
15 Clerkenwell Green,London, EC1R 0DP
Ordinary
100%
Pho (Great Titchfield Street) Limited *
15 Clerkenwell Green,London, EC1R 0DP
Ordinary
100%
Pho (Westfield London) Limited *
15 Clerkenwell Green,London, EC1R 0DP
Ordinary
100%
Pho (Brighton) Limited *
15 Clerkenwell Green,London, EC1R 0DP
Ordinary
100%
Pho (Wardour Street) Limited *
15 Clerkenwell Green,London, EC1R 0DP
Ordinary
100%
Page 35

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Pho (Edinburgh) Limited *
15 Clerkenwell Green,London, EC1R 0DP
Ordinary
100%

* held indirectly 

The aggregate of the share capital and reserves as at 19 February 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Cilantro Midco Limited
10,683,962
1,270,152

Cilantro Bidco Limited *
(2,299,353)
(1,666,662)

Pho 2012 Limited *
945,405
27,716

Pho Holdings Limited *
(127,748)
(68,854)

Pho Trading Limited*
6,060,032
1,710,085

Pho Employment Limited *
6,964
332

Pho (Great Titchfield Street) Limited *
1
-

Pho (Westfield London) Limited *
1
-

Pho (Brighton) Limited *
1
-

Pho (Wardour Street) Limited *
1
-

Pho (Edinburgh) Limited *
(47,492)
(40,782)


17.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
651,510
602,435

651,510
602,435


Page 36

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

18.


Debtors



Group
Group
2023
2022
£
£


Trade debtors
-
157,699

Other debtors
340,119
173,056

Prepayments and accrued income
928,472
579,828

Tax recoverable
52,898
-

1,321,489
910,583



19.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
9,998,175
7,745,667

9,998,175
7,745,667



20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Loans
334,156
-
-
-

Trade creditors
3,498,858
3,616,230
-
-

Amounts owed to group undertakings
-
-
108,513
41,165

Corporation tax
575,084
537,678
-
-

Other taxation and social security
1,878,705
1,067,612
-
-

Other creditors
10,501,750
10,887,123
-
-

Accruals and deferred income
4,283,590
3,823,360
58,053
14,177

21,072,143
19,932,003
166,566
55,342


Disclosure of the terms and conditions attached to the non-equity shares is made in note 25.

Page 37

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Loans
25,578,406
21,666,510
-
-

Accruals and deferred income
1,418,924
487,143
1,418,924
487,143

Share capital treated as debt
8,802,328
8,802,328
8,802,328
8,802,328

35,799,658
30,955,981
10,221,252
9,289,471


Disclosure of the terms and conditions attached to the non-equity shares is made in note 25.

See note 22 for further detail on the loan.
The accruals balance due after more than one year is in relation to the dividend owing on the preference shares issued. This dividend is payable on an exit which is not expected to be within 12 months from the period end date. 

Page 38

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Bank loans
334,156
-

Amounts falling due 1-2 years

Bank loans
668,312
-

Amounts falling due 2-5 years

Loans
9,883,711
8,548,838

Amounts falling due after more than 5 years

Loans
15,026,383
13,117,672

25,912,562
21,666,510


The bank loan comprises multiple loans. During the previous period the full drawdown amounts of £3.5m on Facility A,  £5.3m on Facility B, £254k on Facility C and £nil on Facility D. In the current period a further £2,982k was drawndown on Facility C. All facilities are subject to interest at 6.25% per annum. Facility A is being repaid in monthly equal instalments of £68k which includes interest and capital repayments. Facility B is repayable in full 60 months after it was drawndown, being 02/08/2026 and interest payments of £28k are made monthly. The costs of the facility have been offset against the loan and are released to the statement of comprehensive income over the life of the loans.
A loan of £13,117,672 was also issued in the prior year with TriSpan. This loan is subject to interest at 10% and is due for repayment on 2 August 2031. See Note 27 for further information.

Page 39

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

23.


Deferred taxation


Group



2023


£






At beginning of year
(731,023)


Charge to profit or loss
(90,239)



At end of year
(821,262)

Group
Group
2023
2022
£
£

Accelerated capital allowances
(821,262)
(731,023)

(821,262)
(731,023)


24.


Provisions


Group



Onerous lease provision

£





At 20 February 2022
66,993


Charged to profit or loss
791,332


Utilised in year
(66,993)



At 19 February 2023
791,332

Page 40

 
CILANTRO HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

25.


Share capital

2023
2022
£
£
Shares classified as equity

Allotted, called up and fully paid



9,750,100 (2022 - 9,750,100) Ordinary shares of £0.01 each
97,501
97,501

2023
2022
£
£
Shares classified as debt

Allotted, called up and fully paid



880,232,800 (2022 - 880,232,800) Preference shares of £0.01 each
8,802,328
8,802,328


The shares classified as debt are subject to interest at 10% compound anually. Interest of £1,418,924 (2022: £487,143) on these preference shares has been recognsied within accruals due more than one year. 


26.


Commitments under operating leases

At 19 February 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
3,884,054
3,473,288

Later than 1 year and not later than 5 years
10,521,154
9,051,772

Later than 5 years
25,233,038
20,345,958

39,638,246
32,871,018

27.


Related party transactions

TriSpan RS BB Investments (UK) LP hold loan notes to the value of £15,026,383 (2022: £13,117,672) in
the Company. These loan notes are repayable on the 10th anniversay of the instrument, being August
2031 and are subject to interest at 10%. Monitoring fees of £127,497 (2022: £55,342) were also payable on the above loan, of which £nil (2022: £14,178) remained outstanding as at 20 February 2022.  


28.


Controlling party

In the opinion of the directors there is no ultimate controlling party. 

Page 41