Caseware UK (AP4) 2022.0.179 2022.0.179 2023-02-192023-02-19false00true2022-02-20falseNo description of principal activity 13489052 2022-02-19 13489052 2022-02-20 2023-02-19 13489052 2021-07-01 2022-02-20 13489052 2023-02-19 13489052 2022-02-20 13489052 c:Director1 2022-02-20 2023-02-19 13489052 c:Director3 2022-02-20 2023-02-19 13489052 c:Director4 2022-02-20 2023-02-19 13489052 c:Director5 2022-02-20 2023-02-19 13489052 c:Director6 2022-02-20 2023-02-19 13489052 c:Director7 2022-02-20 2023-02-19 13489052 c:Director8 2022-02-20 2023-02-19 13489052 c:Director8 2023-02-19 13489052 c:RegisteredOffice 2022-02-20 2023-02-19 13489052 d:CurrentFinancialInstruments 2023-02-19 13489052 d:CurrentFinancialInstruments 2022-02-20 13489052 d:Non-currentFinancialInstruments 2023-02-19 13489052 d:Non-currentFinancialInstruments 2022-02-20 13489052 d:CurrentFinancialInstruments d:WithinOneYear 2023-02-19 13489052 d:CurrentFinancialInstruments d:WithinOneYear 2022-02-20 13489052 d:Non-currentFinancialInstruments d:AfterOneYear 2023-02-19 13489052 d:Non-currentFinancialInstruments d:AfterOneYear 2022-02-20 13489052 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-02-19 13489052 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2022-02-20 13489052 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-02-19 13489052 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2022-02-20 13489052 d:ReportableOperatingSegment1 2022-02-20 2023-02-19 13489052 d:ReportableOperatingSegment1 2021-07-01 2022-02-20 13489052 d:ShareCapital 2023-02-19 13489052 d:ShareCapital 2021-07-01 2022-02-20 13489052 d:ShareCapital 2022-02-20 13489052 d:SharePremium 2022-02-20 2023-02-19 13489052 d:SharePremium 2023-02-19 13489052 d:SharePremium 2021-07-01 2022-02-20 13489052 d:SharePremium 2022-02-20 13489052 d:RetainedEarningsAccumulatedLosses 2022-02-20 2023-02-19 13489052 d:RetainedEarningsAccumulatedLosses 2023-02-19 13489052 d:RetainedEarningsAccumulatedLosses 2021-07-01 2022-02-20 13489052 d:RetainedEarningsAccumulatedLosses 2022-02-20 13489052 c:OrdinaryShareClass1 2022-02-20 2023-02-19 13489052 c:OrdinaryShareClass1 2023-02-19 13489052 c:OrdinaryShareClass1 2022-02-20 13489052 c:FRS102 2022-02-20 2023-02-19 13489052 c:Audited 2022-02-20 2023-02-19 13489052 c:FullAccounts 2022-02-20 2023-02-19 13489052 c:PrivateLimitedCompanyLtd 2022-02-20 2023-02-19 13489052 d:Subsidiary1 2022-02-20 2023-02-19 13489052 d:Subsidiary1 1 2022-02-20 2023-02-19 13489052 d:Subsidiary2 2022-02-20 2023-02-19 13489052 d:Subsidiary2 1 2022-02-20 2023-02-19 13489052 d:Subsidiary3 2022-02-20 2023-02-19 13489052 d:Subsidiary3 1 2022-02-20 2023-02-19 13489052 d:Subsidiary4 2022-02-20 2023-02-19 13489052 d:Subsidiary4 1 2022-02-20 2023-02-19 13489052 d:Subsidiary5 2022-02-20 2023-02-19 13489052 d:Subsidiary5 1 2022-02-20 2023-02-19 13489052 d:Subsidiary6 2022-02-20 2023-02-19 13489052 d:Subsidiary6 1 2022-02-20 2023-02-19 13489052 d:Subsidiary7 2022-02-20 2023-02-19 13489052 d:Subsidiary7 1 2022-02-20 2023-02-19 13489052 d:Subsidiary8 2022-02-20 2023-02-19 13489052 d:Subsidiary8 1 2022-02-20 2023-02-19 13489052 d:Subsidiary9 2022-02-20 2023-02-19 13489052 d:Subsidiary9 1 2022-02-20 2023-02-19 13489052 2 2022-02-20 2023-02-19 13489052 6 2022-02-20 2023-02-19 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 13489052










CILANTRO BIDCO LIMITED










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 19 FEBRUARY 2023

 
CILANTRO BIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
Fady Abouchalache 
Joseph Dib 
Steven Hill 
Patrick Marrinan 
Robin Rowland 
Stephen Wall 
Wayne Dejager (appointed 7 March 2023)




Registered number
13489052



Registered office
39 Sloane Street
London

SW1X 9LP




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
CILANTRO BIDCO LIMITED
 

CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 6
Statement of Comprehensive Income
7
Statement of Financial Position
8
Statement of Changes in Equity
9
Notes to the Financial Statements
10 - 18


 
CILANTRO BIDCO 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 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 loss for the Period, after taxation, amounted to £1,666,662 (2022 - loss £730,192).

Directors

The directors who served during the Period were:

Fady Abouchalache 
Joseph Dib 
Steven Hill 
Patrick Marrinan 
Robin Rowland 
Stephen Wall 

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 1

 
CILANTRO BIDCO 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 Marrinan
Director

Page 2

 
CILANTRO BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CILANTRO BIDCO LIMITED
 

Opinion


We have audited the financial statements of Cilantro Bidco Limited (the 'Company') for the Period ended 19 February 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, 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 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


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 3

 
CILANTRO BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CILANTRO BIDCO 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 Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Directors' Report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has 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 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 1, 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 4

 
CILANTRO BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CILANTRO BIDCO 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 5

 
CILANTRO BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CILANTRO BIDCO 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 6

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

2023
2022
Note
£
£

  

Turnover
 3 
372,390
207,210

Gross profit
  
372,390
207,210

Administrative expenses
  
(113,180)
(23,833)

Operating profit
  
259,210
183,377

Interest receivable and similar income
 6 
1,301,233
652,404

Interest payable and similar expenses
 7 
(3,227,105)
(1,565,973)

Loss before tax
  
(1,666,662)
(730,192)

Loss for the financial Period
  
£(1,666,662)
£(730,192)

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

The notes on pages 10 to 18 form part of these financial statements.

Page 7

 
CILANTRO BIDCO LIMITED
REGISTERED NUMBER: 13489052

STATEMENT OF FINANCIAL POSITION
AS AT 19 FEBRUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 9 
27,932,157
27,932,157

  
27,932,157
27,932,157

Current assets
  

Debtors: amounts falling due after more than one year
 10 
15,583,065
13,909,441

Debtors: amounts falling due within one year
 10 
52,898
117,266

  
15,635,963
14,026,707

Creditors: amounts falling due within one year
 11 
(12,995,874)
(11,741,368)

Net current assets
  
 
 
2,640,089
 
 
2,285,339

Total assets less current liabilities
  
30,572,246
30,217,496

Creditors: amounts falling due after more than one year
 12 
(32,871,599)
(30,850,187)

  

Net liabilities assets
  
£(2,299,353)
£(632,691)


Capital and reserves
  

Called up share capital 
 14 
976
976

Share premium account
 15 
96,525
96,525

Profit and loss account
 15 
(2,396,854)
(730,192)

  
£(2,299,353)
£(632,691)


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 10 to 18 form part of these financial statements.

Page 8

 
CILANTRO BIDCO LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period

-
-
(730,192)
(730,192)


Contributions by and distributions to owners

Shares issued during the period
£976
£96,525
£-
£97,501



At 20 February 2022
976
96,525
(730,192)
(632,691)


Comprehensive income for the Period

Loss for the Period
-
-
(1,666,662)
(1,666,662)


At 19 February 2023
£976
£96,525
£(2,396,854)
£(2,299,353)


The notes on pages 10 to 18 form part of these financial statements.

Page 9

 
CILANTRO BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

1.


General information

Cilantro Bidco Limited is a UK regsiered company (number 13489052) at 39 Sloane Street, London, England, SW1X 9LPP. It is a subsidiary of Cilantro Holding Limited. Trading takes place in Cilantro Bidco Limited's ultimate subsidiary company Pho Trading 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.

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
-    the requirements of Section 7 Statement of Cash Flows;
-    the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Cilantro Holding Limited as at 19 February 2023 and these financial statements may be obtained from 15 Clerkenwell Green, London, EC1R 0DP.

The following principal accounting policies have been applied:

 
2.2

Going concern

The cash flow forecast for the next 12 months for the group in which this company sits, 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

Revenue

The total turnover of the company for the period has been derived from its principal activity wholly
undertaken in the United Kingdom. The turnover of the company for the period is derived from a
management fee for managing its investment which is wholly undertaken in the United Kingdom.

 
2.4

Interest income

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

Page 10

 
CILANTRO BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.5

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.

 
2.6

Borrowing costs

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

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

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.

 
2.9

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.


3.


Turnover

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


2023
2022
£
£

Management fee
372,390
207,210

£372,390
£207,210


All turnover arose within the United Kingdom.

Page 11

 
CILANTRO BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

4.


Auditors' remuneration

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


2023
2022
£
£

Fees payable to the Company's auditors and their associates in respect of:

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
2,500
4,000

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.


5.


Employees




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


6.


Interest receivable

2023
2022
£
£


Interest receivable from group companies
1,301,233
652,404

£1,301,233
£652,404


7.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
522,471
279,870

Interest on loans from group undertakings
2,660,634
1,264,103

Amortisation of loan arrangement fee
44,000
22,000

£3,227,105
£1,565,973

Page 12

 
CILANTRO BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

8.


Taxation


2023
2022
£
£



Total current tax
£-
£-

Deferred tax

Total deferred tax
£-
£-


Taxation on profit on ordinary activities
£-
£-

Factors affecting tax charge for the period/period

The tax assessed for the Period/period is the same as (2022 - the same as) the standard rate of corporation tax in the UK of 19% (2022 - 19%) as set out below:

2023
2022
£
£


Loss on ordinary activities before tax
£(1,666,662)
£(730,192)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
-
(138,736)

Effects of:


Group relief
-
138,736

Total tax charge for the Period/period
£-
£-


Factors that may affect future tax charges

From 1 April 2023, the UK corporation tax main rate increased to 25% for companies with profit of more than £250,000. As such, deferred taxes at the balance sheet date are measured at the expected future tax rate of 25%.

Page 13

 
CILANTRO BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

9.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 20 February 2022
27,932,157



At 19 February 2023
£27,932,157





Subsidiary undertakings


The following were subsidiary undertakings of the Company:
* Indirect subsidiary undertakings

Name

Registered office

Class of shares

Holding

Pho 2012 Limited
15 Clerkenwell Green, London, EC1R 0DP
Ordinary shares
100%
Pho Holdings Limited *
15 Clerkenwell Green, London, EC15 0DP
100%
Pho Trading Limited *
15 Clerkenwell Green, London, EC15 0DP
Ordinary shares
100%
Pho Employment Limited *
15 Clerkenwell Green, London, EC15 0DP
Ordinary shares
100%
Pho (Great Titchfield Street) Limited *
15 Clerkenwell Green, London, EC15 0DP
Ordinary shares
100%
Pho (Westfield London) Limited *
15 Clerkenwell Green, London, EC15 0DP
Ordinary shares
100%
Pho (Brighton) Limited *
15 Clerkenwell Green, London, EC15 0DP
Ordinary shares
100%
Pho (Wardour Street) Limited *
15 Clerkenwell Green, London, EC15 0DP
Ordinary shares
100%
Pho (Edinburgh) Limited *
15 Clerkenwell Green, London, EC15 0DP
Ordinary shares
100%

Page 14

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

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

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

Pho 2012 Limited
945,405
27,716

Pho Holdings Limited *
(127,749)
(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)

Page 15

 
CILANTRO BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

10.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
15,583,065
13,909,441

£15,583,065
£13,909,441


The amounts oweing by group undertakings balance is due for full repayment 10 years from redemption, being August 2023

2023
2022
£
£

Due within one year

Tax recoverable
52,898
117,266

£52,898
£117,266



11.


Creditors: Amounts falling due within one year

2023
2022
£
£

External loans
676,125
634,880

Amounts owed to group undertakings
1,791,609
574,632

Other creditors
10,501,750
10,501,750

Accruals and deferred income
26,390
30,106

£12,995,874
£11,741,368


The amounts oweing to group undertakings balance is repayable on demand and is subject to interest at 5%.

Page 16

 
CILANTRO BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

12.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

External loans
7,045,764
7,666,085

Amounts owed to group undertakings
25,825,835
23,184,102

£32,871,599
£30,850,187


The amounts owing to group undertakings balance is due for full repayment 10 years from redemption, being August 2023. The balance is subject to interest at 5%. See note 13 for further information on the bank loans.


13.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

External loans
676,125
634,880


676,125
634,880

Amounts falling due 1-2 years

External loans
723,162
676,125


723,162
676,125

Amounts falling due 2-5 years

External loans
6,322,602
6,989,960


6,322,602
6,989,960


£7,721,889
£8,300,965


The bank loan comprises a Facility A and Facility B loan. During the previous period the full drawdown amounts of £3.5m on Facility A and £5.3m on Facility B. Both 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 2 August 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.

Page 17

 
CILANTRO BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 19 FEBRUARY 2023

14.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



97,600 (2022 - 97,600) Ordinary Shares shares of £0.01 each
£976
£976



15.


Reserves

Share premium account

Share premium of £96,525 was generated on the issue of the above ordinary shares. 


16.


Controlling party

The Company is a direct subsidiary undertaking of Cilantro Midco Limited. The Company is an indirect
subsidiary of Cilantro Holding Limited which is the ultimate controlling party.
The smallest and largest group in which the results of the Company are consolidated is that headed by Cilantro Holding Limited, incorporated in England and Wales. No other group financial statements include the results of the Company. The consolidated financial statements of this group are available to the public and may be obtained from 15 Clerkenwell Green, London, EC1R 0DP.

Page 18