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Registered number: 05329479










PHO TRADING LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 19 FEBRUARY 2023

 
PHO TRADING LIMITED
 
 
COMPANY INFORMATION


Directors
Patrick Joseph Marrinan 
Stephen Wall 
Wayne John Dejager (appointed 7 March 2023)




Registered number
05329479



Registered office
15 Clerkenwell Green

London

EC1R 0DP




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
PHO TRADING LIMITED
 

CONTENTS



Page
Strategic Report
1 - 6
Directors' Report
7 - 8
Independent Auditors' Report
9 - 12
Statement of Comprehensive Income
13
Balance Sheet
14
Statement of Changes in Equity
15
Notes to the Financial Statements
16 - 32


 
PHO TRADING LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 19 FEBRUARY 2023

Introduction
 
Pho Trading Limited (“the company”) operates a group of Vietnamese street food restaurants. 
The Directors present their report and the audited financial statements for the 52-week period ended 19 Feb 2023. Overall, despite the on-set of several economic headwinds, the company has performed well in the period, with continued expansion. 

Business Review
 
The trading results and balance sheet and other financial statements are shown on pages 11 to 13.
There have been a number of challenges for the hospitality sector in the year, 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 Company has experienced a continued trend in delivery sales as noted in the years following the COVID pandemic. For comparative purposes, the Directors note that the prior year 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 increased 33.6% to £58.3m (2022: £43.7m) with a gross margin of 78.3% (2022: 81.4%). Profit before tax is £1.8m (2022: £5.6m).  EBITDA (earnings before interest, tax, depreciation, amortization, pre-opening costs, exceptional costs and Management charges) of £5.8m being 9.8% of Turnover (2022: £8.2m which included a number of one-off events though Covid including VAT relief). Restaurant EBITDA £10.4m for the year (2022: £10.8m).
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 Company has continued its expansion with five new restaurants located in Cheltenham, Plymouth, York, Bournemouth and Canary Wharf. At the end of FY23, the Company had a total of 37 restaurants and five dark kitchens.
Post year end, additional funding has been successfully secured allowing for continued expansion through the next several years. Recent post year end activity includes new site openings at London Bridge and Milton Keynes. The Directors decided not to renew the lease for the Company’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

 
PHO TRADING LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD 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 Company 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 Company 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 company. the company regularly reviews budgeted labour costs on a site by site and day by day basis to ensure that the company gains maximum efficiency for all hours worked.

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 (2022: £43.7m), Food Costs £10.98m (2022: £7.08m), Beverage Costs £1.70m (2022:
£1.05m), Gross Profit Margin 78.3% (2022: 81.4%), Labour Costs £21.53m, (2022: £16.02m), Like for Like sales
11.9% (2022: +21.5%), Operating Profit £2.18m (2022: £5.92m), EBITDA £5.8m (2022: £8.1m), average
spend £15.43 (2022: £15.98) and number of covers 3,854,904 (2022: 2,791,088).
The company has seen an increase in sales post year end in Q1 of FY24 in our like for like sales which is in addition to the new sites which have opened. 

Page 2

 
PHO TRADING LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 19 FEBRUARY 2023

Future Developments
 
The company 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 year end. 

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 company engage directly with our people through regular site visits and meetings taking place within the restaurants. The company 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

 
PHO TRADING LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 19 FEBRUARY 2023

Section 172 Statement
 
All decisions made by the management of the company 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 Company actively seeks to adapt to the needs of its customers through regular review and development of its menu.
• The Company actively seeks to adapt to the needs of its customers through regular review and development of its menu.
Suppliers
• The Company 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.





 
Page 4

 
PHO TRADING LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 19 FEBRUARY 2023


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 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 continue to look for additional ways to invest our time by way of support. 
As a Company 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 reportable energy supplies are as follows:
Utility and Scope                        2022/23 Consumption (kWh)     2021/22 Consumption (kWh) 
Grid-Supplied Electricity (Scope 2)                    4,945,973                                  3,928,253 
Gaseous and other fuels (Scope 1)               3,429,730                                  2,749,191 
Total                                                              8,375,703                                    6,677,444 



 
Page 5

 
PHO TRADING LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 19 FEBRUARY 2023

The total emission (tCO2e) figures for reportable energy supplies are as follows. Conversion factors utilised in these calculations are as follows:
Utility and Scope                           2022/23 Consumption (tCO2e)  2021/22 Consumption (tCO2e) 
Grid-Supplied Electricity (Scope 2)                  956.45                                 834.09 
Gaseous and other fuels (Scope 1)                 626.06                                        503.54 
Total                                                       1,582.52                              1,337.63 
An intensity metric of kWh per ft2 has been applied for the annual total consumption / emissions of Pho Trading Ltd. 
Intensity ratio: kWh / ft2 0.01 

Energy Efficiency Improvements 
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 importance 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 Joseph Marrinan
Director

Page 6

 
PHO TRADING LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD 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 Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the Period, after taxation, amounted to £1,710,085 (2022 - £4,552,713).

Directors

The directors who served during the Period were:

Patrick Joseph Marrinan 
Stephen Wall 
Kevin Glenn Davies (resigned 17 February 2023)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's 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 relevant audit information and to establish that the Company's auditors are aware of that information.



Page 7

 
PHO TRADING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 19 FEBRUARY 2023

Auditors

The auditorsHaysmacintyre 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 Joseph Marrinan
Director

Page 8

 
PHO TRADING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF PHO TRADING LIMITED
 

Opinion


We have audited the financial statements of Pho Trading Limited (the 'Company') for the Period ended 19 February 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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 our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 19 February 2023 and of its profit 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


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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 9

 
PHO TRADING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF PHO TRADING LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 10

 
PHO TRADING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF PHO TRADING LIMITED (CONTINUED)


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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance
with laws and regulations related to regulatory requirements for the company and trade regulations 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, income tax, payroll tax and sales tax.
We evaluated 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 management
bias in accounting estimates. Audit procedures performed by the engagement team included:
- Inspecting correspondence with regulators and tax authorities
- Discussions with management including consideration of known or suspected instances of non-compliance with
laws and regulation and fraud;
- Evaluating management’s controls designed to prevent and detect irregularities;
- Identifying and testing accounting journal entries, in particular those journal entries which exhibited the
characteristics we had identified as possible indicators of irregularities; and
- Challenging 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 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 Auditors' Report.


Page 11

 
PHO TRADING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF PHO TRADING LIMITED (CONTINUED)


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





Andrew Ball (Senior Statutory Auditor)
  
for and on behalf of
Haysmacintyre LLP
 
Statutory Auditors
  
10 Queen Street Place
London
EC4R 1AG

31 July 2023
Page 12

 
PHO TRADING LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 19 FEBRUARY 2023

52 weeks to 19 February 2023
52 weeks to 20 February 2022
Note
£
£

  

Turnover
 4 
58,322,487
43,666,658

Cost of sales
  
(12,683,029)
(8,133,269)

Gross profit
  
45,639,458
35,533,389

Administrative expenses
  
(42,347,074)
(31,056,111)

Exceptional administrative expenses
  
(1,173,242)
(359,375)

Other operating income
 5 
63,974
1,801,329

Operating profit
 6 
2,183,116
5,919,232

Interest receivable and similar income
  
75,375
36,050

Interest payable and similar expenses
 10 
(421,101)
(369,275)

Profit before tax
  
1,837,390
5,586,007

Tax on profit
 11 
(127,305)
(1,033,294)

Profit for the financial Period
  
1,710,085
4,552,713

Other comprehensive income for the Period
  

Total comprehensive income for the Period
  
1,710,085
4,552,713

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

The notes on pages 16 to 32 form part of these financial statements.

Page 13

 
PHO TRADING LIMITED
REGISTERED NUMBER: 05329479

BALANCE SHEET
AS AT 19 FEBRUARY 2023

19 February
20 February
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 13 
14,122,915
11,332,185

Investments
 14 
1
1

  
14,122,916
11,332,186

Current assets
  

Stocks
 15 
652,735
605,651

Debtors: amounts falling due within one year
 16 
4,364,534
2,553,747

Cash at bank and in hand
 17 
9,990,617
7,739,075

  
15,007,886
10,898,473

Creditors: amounts falling due within one year
 18 
(10,305,294)
(8,846,656)

Net current assets
  
 
 
4,702,592
 
 
2,051,817

Total assets less current liabilities
  
18,825,508
13,384,003

Creditors: amounts falling due after more than one year
 19 
(11,152,882)
(8,236,031)

Provisions for liabilities
  

Deferred tax
 20 
(821,262)
(731,032)

Other provisions
 21 
(791,332)
(66,993)

  
 
 
(1,612,594)
 
 
(798,025)

Net assets
  
6,060,032
4,349,947


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account
  
6,059,932
4,349,847

  
6,060,032
4,349,947


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




Patrick Joseph Marrinan
Director

The notes on pages 16 to 32 form part of these financial statements.

Page 14

 
PHO TRADING LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 22 February 2021
100
(202,866)
(202,766)


Comprehensive income for the period

Profit for the period
-
4,552,713
4,552,713



At 20 February 2022
100
4,349,847
4,349,947


Comprehensive income for the Period

Profit for the Period
-
1,710,085
1,710,085


At 19 February 2023
100
6,059,932
6,060,032


The notes on pages 16 to 32 form part of these financial statements.

Page 15

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

1.


General information

Pho Trading Limited operates as a trading entity within the Licensed Restaurants sector. It is a company registered in the UK (05329479) at 15 Clerkenwell Green, London, EC1R 0DP and is a wholly owned subsidiary of Pho Holdings Limited. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The company is exempt by virtue of section 400 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group. 
The Company's ultimate parent undertaking, Cilantro Holding Limited, includes the Company in its consolidated financial statements. The consolidated financial statements of Cilantro Holding Limited are prepared in accordance with FRS 102 and are available to the public and may be obtained from 15 Clerkenwell Green, London, EC1R 0DP. In these financial statements, the company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:
- Cash flow statement and related notes; and
- Key Management Personnel compensation

The following principal accounting policies have been applied:

 
2.2

Going concern

The cash flow forecast for the next 12 months 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.

 
2.3

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable for the sale of food and beverage items, excluding, value added tax and other sales taxes. 

Page 16

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.4

Operating leases: the Company as lessee

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

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.

 
2.5

Government grants

Grants are accounted under the accruals model as permitted by FRS 102.
The revenue based grants received in the current year were in relation to the Retail, Hospitality and Leisure Grant Fund and they have been recognised as Other Income in the Statement of Comprehensive Income. In the prior year the Company also received grants in relation to the Coronavirus Job Retention Scheme (CJRS) which were recognised in the same way. 

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
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

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 17

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the Period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.10

Exceptional items

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

 
2.11

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:

Land and buildings leasehold
-
over the period of the lease
Plant and machinery
-
between 3 -5 years

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.

Page 18

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

  
2.12

Stock

Stock is stated at the lower of cost and net realisable value and is measured using weekly manual stock counts within the restaurants, cross referenced back to recent invoiced prices.

 
2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

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.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.17

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.

 
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company 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 Company 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.

Page 19

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.19

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.

 
2.20

Financial instruments

The Company 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.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 Statement of Comprehensive Income.
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 Company 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 20

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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.
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 a guide, taking into account factors which may signficantly affect the sale or use value.
Recoverability of intercompany and related party debtors
Intercompany balances receivable are reviewed frequently for impairment. Group financial support is provided from the ultimate parent company, Cilantro Holding Limited and on review of the group financial position there are sufficient net assets to repay all intercompany debt. 
 


4.


Turnover

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


Period ended 19 February 2023
Period ended 20 February 2022
£
£

Restaurant sales
38,124,300
22,985,867

Delivery sales
20,198,187
20,680,791

58,322,487
43,666,658


All turnover arose within the United Kingdom.

Page 21

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

5.


Other operating income

Period ended 19 February 2023
Period ended 20 February 2022
£
£

Government grants receivable
60,900
1,801,329

Sundry income
3,074
-

63,974
1,801,329


The Company was awarded government grants amounting to £nil (52 weeks to 20 February 2022: £865,868) in relation to the Coronavirus Job Retention scheme. The company was also awarded multiple government grants under the Retail, Hospitality and Leisure Grant Fund totaling £60,900 (52 weeks to 21 February 2021: £419,092).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         


6.


Operating profit

The operating profit is stated after charging:

Period ended 19 February 2023
Period ended 20 February 2022
£
£

Tangible fixed assets - depreciation
1,803,953
1,555,076

Other operating lease rentals
3,884,054
2,880,634

Other exceptional administrative expenses
1,173,242
324,375

See note 12 for a breakdown of Exceptional administrative expenses.


7.


Auditors' remuneration

During the Period, the Company obtained the following services from the Company's auditors and their associates:


Period ended 19 February 2023
Period ended 20 February 2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
28,800
28,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 22

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

8.


Employees

Staff costs were as follows:


Period ended 19 February 2023
Period ended 20 February 2022
£
£

Wages and salaries
20,993,465
15,596,051

Social security costs
242,837
201,391

Cost of defined contribution scheme
295,156
226,661

21,531,458
16,024,103


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


Period ended 19 February 2023
Period ended 20 February 2022
            No.
            No.







Management and administration
188
150



Restaurant staff
728
516

916
666


9.

Directors Remuneration

The directors aggregate emoluments in respect of qualifying services were:

Period ended 19 February
Period ended 20 February
2023
2022
        £
        £
Emoluments receivable

504,640

461,563
 
Company pension contribution to purchase schemes

5,116

16,700
 

509,756

478,263
 
Emoluments of highest paid director

Emoluments including pension contributions

188,697

173,646
 

188,697

173,646
 

Page 23

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

10.


Interest payable and similar expenses

Period ended 19 February 2023
Period ended 20 February 2022
£
£


Interest on Loans from group undertakings
421,101
369,275

421,101
369,275


11.


Taxation


Period ended 19 February 2023
Period ended 20 February 2022
£
£

Corporation tax


Current tax on profits for the year
127,305
512,594


Deferred tax


Fixed asset timing differences
-
520,700


Tax on profit
127,305
1,033,294
Page 24

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023
 
11.Taxation (continued)


Factors affecting tax charge for the period/period

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

Period ended 19 February 2023
Period ended 20 February 2022
£
£


Profit on ordinary activities before tax
1,837,390
5,586,007


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
349,104
1,061,341

Effects of:


Non-tax deductible expenses
95,266
78,435

Group relief claimed
(364,856)
(262,437)

Income not taxable for tax purposes
(7,352)
-

Adjustments to previous periods
(30,545)
(36,829)

Remeasurement to tax charge in respect of previous periods
31,339
165,786

Other tax adjustments
(2,398)
28,149

Deferred tax not recognised
(40,255)
(53,864)

Fixed asset differences
97,002
52,713

Total tax charge for the Period/period
127,305
1,033,294


Factors that may affect future tax charges

In March 2021, it was announced that the UK corporation tax rate would increase to 25% in April 2023. This announcement constitutes a substantive enactment and therefore deferred taxes at the balance sheet date are measured at the expected tax rate of 25%.

Page 25

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

12.


Exceptional items

Period ended 19 February 2023
Period ended 20 February 2022
£
£


Exceptional administrative costs
161,929
224,375

Management fee to Pho Holding Limited
35,000
35,000

Management fee to Pho 2012 Limited
100,000
100,000

Impairment of tangible fixed assets
433,981
-

Reversal of prior period impairment charge
(349,000)
-

Onerous lease provision
791,332
-

1,173,242
359,375

Page 26

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

13.


Tangible fixed assets







Leasehold property
Plant and machinery
Total

£
£
£



Cost or valuation


At 20 February 2022
16,337,639
6,901,887
23,239,526


Additions
3,668,514
1,024,367
4,692,881


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



At 19 February 2023

19,937,084
7,791,426
27,728,510



Depreciation


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


Charge for the Period on owned assets
1,149,229
654,724
1,803,953


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

7,798,148
5,807,447
13,605,595



Net book value



At 19 February 2023
12,138,936
1,983,979
14,122,915



At 20 February 2022
9,706,852
1,625,335
11,332,187




The net book value of land and buildings may be further analysed as follows:


19 February
20 February
2023
2022
£
£

Long leasehold
12,138,935
9,706,852

12,138,935
9,706,852


Page 27

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

14.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 20 February 2022
1



At 19 February 2023
1





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

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

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

Name
Profit/(Loss)

Pho (Edinburgh) Limited
1


15.


Stocks

19 February
20 February
2023
2022
£
£

Raw materials and consumables
652,735
605,651

652,735
605,651


Page 28

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

16.


Debtors

19 February
20 February
2023
2022
£
£


Trade debtors
-
157,699

Amounts owed by group undertakings
3,096,276
1,709,118

Other debtors
339,788
109,723

Prepayments and accrued income
928,470
577,207

4,364,534
2,553,747


Amounts owed by group undertakings are subject to interest at 5% per annum on the balance at year end and are repayable on demand. 


17.


Cash and cash equivalents

19 February
20 February
2023
2022
£
£

Cash at bank and in hand
9,990,617
7,739,075

9,990,617
7,739,075



18.


Creditors: Amounts falling due within one year

19 February
20 February
2023
2022
£
£

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

Amounts owed to group undertakings
363,737
100,000

Corporation tax
575,084
538,009

Other taxation and social security
1,878,705
1,184,878

Other creditors
532,290
385,373

Accruals and deferred income
3,456,620
3,022,166

10,305,294
8,846,656


The amounts owed by group undertakings stated above are subject to interest at 5% per annum on the balance at year end and are repayable on demand. 

Page 29

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

19.


Creditors: Amounts falling due after more than one year

19 February
20 February
2023
2022
£
£

Amounts owed to group undertakings
11,152,882
8,236,031

11,152,882
8,236,031


The amounts owed by group undertakings stated above are subject to interest at 5% per annum on the balance at year end and are repayable in full on 31 December 2026.


20.


Deferred taxation






2023


£






At beginning of year
(731,032)


Charged to profit or loss
(90,230)



At end of year
(821,262)

The provision for deferred taxation is made up as follows:

19 February
20 February
2023
2022
£
£


Accelerated capital allowances
821,262
731,032

821,262
731,032

Page 30

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

21.


Provisions






Onerous lease provision

£





At 21 February 2022
66,993


Charged to profit or loss
791,332


Released in the period
(66,993)



At 19 February 2023
791,332


22.


Share capital

19 February
20 February
2023
2022
£
£
Authorised, allotted, called up and fully paid



100 (2022 - 100) Called up share capital shares of £1.00 each
100
100



23.


Pension commitments

The Company operates a defined contributions pension scheme for all employees within the company. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £295,156 (2022: £226,661) were payable to the fund at the reporting date.


24.


Commitments under operating leases

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

19 February
20 February
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

Page 31

 
PHO TRADING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

25.


Controlling party

The company is a subsidiary undertaking of Pho Holdings Limited. The ultimate controlling party is Cilantro Holding Limited.
The smallest group in which the results of the Company are consolidated is headed by Pho 2012 Limited, incorporated in England and Wales. The largest group in which the results of this Company are consolidated is headed by Cilantro Holding Limited. Both consolidated financial statements are available to the public and may be obtained from 39 Sloane Street, London, SW1X 9LP.

Page 32