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Registered number: 07915150










PHO 2012 LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 19 FEBRUARY 2023

 
PHO 2012 LIMITED
 
 
COMPANY INFORMATION


Directors
W J Dejager (appointed 18 January 2023)
S Hill 
P Marrinan 
S Wall 
F Abouchalache 
K Davies (resigned 17 February 2023)
J Dib 
R Rowland 




Registered number
07915150



Registered office
15 Clerkenwell Green

London

EC1R 0DP




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
PHO 2012 LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 6
Directors' Report
7 - 8
Independent Auditors' Report
9 - 12
Consolidated Statement of Comprehensive Income
13
Consolidated Balance Sheet
14 - 15
Company Balance Sheet
16
Consolidated Statement of Changes in Equity
17
Company Statement of Changes in Equity
18
Consolidated Statement of Cash Flows
19 - 20
Consolidated Analysis of Net Debt
21
Notes to the Financial Statements
22 - 43


 
PHO 2012 LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 19 FEBRUARY 2023

Introduction
 
The Directors present their report and the financial statements for the 52 week period ended 19 Feb 2023. Overall, despite the on-set of several economic headwinds, the 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 12 to 20. 
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 33.4% to £58.3m (2022: £43.7m) with a gross margin of 78.3% (2022: 81.4%). Profit before
tax is £19k (2022: £3.6m). Trading EBITDA (earnings before interest, tax, depreciation, pre-opening costs, exceptional costs and Management charges) of £5.8m being 9.0% of Turnover (2022: £8.1m 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 Group has continued its expansion with five new restaurants
located in Cheltenham, Plymouth, York, Bournemouth and Canary Wharf. At the end of FY23, the Group had
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 Group's first site in Clerkenwell, London, having
operated the site since 2005. In addition, the dark kitchen business has been rationalised from five sites to four
sites, to optimise the profitability of the remaining units by reducing cannibalisation.

Page 1

 
PHO 2012 LIMITED
 

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

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

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: £43.6m), 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 £1.5m (2022: £5.1m), Trading EBITDA £5.8.m (2022: £8.1m), average spend £15.43 (2022: £15.98) and number of covers 3,854,904 (2022: 2,791,088).
The Group 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 2012 LIMITED
 

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

Future Developments
 
The Group continues with its expansion plans with an extensive pipeline of new site opportunities being
progressed following on from the additional funding that has been secured post 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 Group engage directly with our people through regular site visits and meetings taking
place within the restaurants. The Group also encourages open dialogue though regular appraisals and
internal communication tools including a mobile phone application that enables fast and convenient communication with all employees regarding news updates, staff training opportunities and personal welfare
matters. Employees at all levels are encouraged to participate in communication. We run annual employee
engagement surveys, alongside more ad hoc ‘pulse’ style surveys through our employee communication app.

Page 3

 
PHO 2012 LIMITED
 

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

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

 
PHO 2012 LIMITED
 

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

them into office furniture and other items. After just over a month we have recycled over a ton of chopsticks.
• We continue to support each site with local community initiatives including prizes for raffles for schools, local
charity donations and sponsoring grassroot sports teams.
• In all our locations we have set up the process and pay for oil to be recycled (and turned into energy).
Business conduct
• Customer feedback is continually reviewed and this has been implemented into restaurant PDQ machines for
customer ease. Management have active engagement with customers on comments provided to ensure high
standards are maintained.
Acting fairly between stakeholders
• Regular and relevant stakeholder engagement for each stakeholder group
Corporate social responsibly
In 2021 we began supporting Christina Noble Children's Foundation, which is a British charity operating in
Vietnam, working to help under-privileged children - providing health, education and other wellbeing services to
families. This work is ongoing and we are proud to be a partner with this charity. In the period to 19 February 2023 we have raised £35k and continue to look for additional ways to invest our time by way of support.
As a Group we’ve always celebrated and supported our internal LGBTQ+ community to promote diversity in
our business. We support activities and events surrounding PRIDE each year, and in 2019 we introduced a
national, year-round support plan whereby we donate a proportion of every “Pride Punch” cocktail sold directly to
national PRIDE organisations.
We continue to explore ways to reduce Pho’s environmental footprint and have reduce the amount of single use
plastic in our takeaway and Delivery packaging. In 2022 we made the change and now offer chopsticks opt-out
and metal cutlery for purchase instead of plastic cutlery for Delivery and Takeaway. This continues to be a focus
of the management group who are actively seeking ways to further reduce the use of single use plastics.
Our new partnership with Chop Value is illustrative of our intent to continue to find ways to make small changes
that drive a big difference, and the Pho Group consistently strives to be the best in class in terms of sustainability
policies within the restaurant sector.
Greenhouse Gas emissions and energy consumption
The total consumption (kWh) figures for energy supplies reportable by the Pho Group are as follows:
Utility and Scope                            2022/23 Consumption (kWh)  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 
The total emission (tCO2e) figures for energy supplies reportable by the Pho Group 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 the Pho Group.
Intensity ratio: kWh / ft2 0.01 
 
Page 5

 
PHO 2012 LIMITED
 

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



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



P Marrinan
Director

Page 6

 
PHO 2012 LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 19 FEBRUARY 2023

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

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Results and dividends

The profit for the year, after taxation, amounted to £27,716 (2022 - £2,556,411).

Directors

The directors who served during the year were:

W J Dejager (appointed 18 January 2023)
S Hill 
P Marrinan 
S Wall 
F Abouchalache 
K Davies (resigned 17 February 2023)
J Dib 
R Rowland 

Page 7

 
PHO 2012 LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 19 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.

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.
 





P Marrinan
Director

Page 8

 
PHO 2012 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO 2012 LIMITED
 

Opinion


We have audited the financial statements of Pho 2012 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 19 February 2023, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 19 February 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for 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 Group 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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 2012 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO 2012 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 10

 
PHO 2012 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO 2012 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 Group 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 2012 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO 2012 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 2012 LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 19 FEBRUARY 2023

2023
2022
Note
£
£

  

Turnover
 4 
58,322,487
43,666,658

Cost of sales
  
(12,683,029)
(8,133,839)

Gross profit
  
45,639,458
35,532,819

Administrative expenses
  
(42,610,573)
(31,696,801)

Exceptional administrative expenses
  
(1,436,218)
(549,121)

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

Operating profit
 6 
1,656,641
5,088,226

Interest receivable and similar income
  
18,603
-

Interest payable and similar expenses
 10 
(1,520,223)
(1,459,326)

Profit before taxation
  
155,021
3,628,900

Tax on profit
 11 
(127,305)
(1,072,489)

Profit for the financial year
  
27,716
2,556,411

  

Total comprehensive income for the year
  
27,716
2,556,411

Profit for the year attributable to:
  

Owners of the parent Company
  
27,716
2,556,411

  
27,716
2,556,411

The notes on pages 22 to 43 form part of these financial statements.

Page 13

 
PHO 2012 LIMITED
REGISTERED NUMBER: 07915150

CONSOLIDATED BALANCE SHEET
AS AT 19 FEBRUARY 2023

19 February 2023
20 February 2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
2,887,830
3,039,821

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

  
17,425,758
14,749,437

Current assets
  

Stocks
 16 
651,509
605,649

Debtors
 17 
3,183,213
1,524,306

Cash at bank and in hand
 18 
9,998,175
7,745,667

  
13,832,897
9,875,622

Creditors: amounts falling due within one year
 19 
(10,288,876)
(8,752,030)

Net current assets
  
 
 
3,544,021
 
 
1,123,592

Total assets less current liabilities
  
20,969,779
15,873,029

Creditors: amounts falling due after more than one year
 20 
(18,411,780)
(14,157,315)

Provisions for liabilities
  

Deferred taxation
 23 
(821,262)
(731,032)

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

  
 
 
(1,612,594)
 
 
(798,025)

Net assets
  
945,405
917,689


Capital and reserves
  

Called up share capital 
 25 
821,545
821,545

Share premium account
 26 
381,919
381,919

Merger reserve
 26 
4,250,000
4,250,000

Profit and loss account
 26 
(4,508,059)
(4,535,775)

  
945,405
917,689


Page 14

 
PHO 2012 LIMITED
REGISTERED NUMBER: 07915150
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 19 FEBRUARY 2023

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




P Marrinan
Director

The notes on pages 22 to 43 form part of these financial statements.

Page 15

 
PHO 2012 LIMITED
REGISTERED NUMBER: 07915150

COMPANY BALANCE SHEET
AS AT 19 FEBRUARY 2023

19 February 2023
20 February 2022
Note
£
£

Fixed assets
  

Investments
 15 
5,886,269
5,886,269

  
5,886,269
5,886,269

Current assets
  

Debtors
 17 
11,551,424
8,378,722

  
11,551,424
8,378,722

Creditors: amounts falling due within one year
 19 
(347,320)
(7,681)

Net current assets
  
 
 
11,204,104
 
 
8,371,041

Total assets less current liabilities
  
17,090,373
14,257,310

  

Creditors: amounts falling due after more than one year
 20 
(18,411,448)
(14,157,314)

  

Net (liabilities)/assets
  
(1,321,075)
99,996


Capital and reserves
  

Called up share capital 
 25 
821,545
821,545

Share premium account
 26 
381,919
381,919

Merger reserve
 26 
4,250,000
4,250,000

Profit and loss account brought forward
  
(5,353,468)
(3,873,537)

Loss for the year
  
(1,421,071)
(1,479,931)

Profit and loss account carried forward
  
(6,774,539)
(5,353,468)

  
(1,321,075)
99,996


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


P Marrinan
Director

The notes on pages 22 to 43 form part of these financial statements.

Page 16

 

 
PHO 2012 LIMITED


 

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



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


£
£
£
£
£



At 21 February 2021
821,545
381,919
4,250,000
(7,092,186)
(1,638,722)





Profit for the year
-
-
-
2,556,411
2,556,411





At 20 February 2022
821,545
381,919
4,250,000
(4,535,775)
917,689





Profit for the year
-
-
-
27,716
27,716



At 19 February 2023
821,545
381,919
4,250,000
(4,508,059)
945,405



The notes on pages 22 to 43 form part of these financial statements.

Page 17

 

 
PHO 2012 LIMITED


 

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



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


£
£
£
£
£



At 21 February 2021
821,545
381,919
4,250,000
(3,873,537)
1,579,927





Loss for the year
-
-
-
(1,479,931)
(1,479,931)





At 20 February 2022
821,545
381,919
4,250,000
(5,353,468)
99,996





Loss for the year
-
-
-
(1,421,071)
(1,421,071)



At 19 February 2023
821,545
381,919
4,250,000
(6,774,539)
(1,321,075)



The notes on pages 22 to 43 form part of these financial statements.

Page 18

 
PHO 2012 LIMITED
 

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

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
27,716
2,556,411

Adjustments for:

Amortisation of intangible assets
151,991
288,393

Depreciation of tangible assets
1,832,572
1,555,076

Impairments of fixed assets
433,981
-

Loss on disposal of tangible assets
13,219
-

Interest paid
1,520,223
1,459,326

Interest received
(18,603)
-

Taxation charge
127,305
1,072,489

(Increase) in stocks
(45,860)
(252,294)

(Increase) in debtors
(360,358)
(566,658)

(Increase)/decrease in amounts owed by groups
(1,279,946)
-

Increase in creditors
1,165,615
424,084

Increase in amounts owed to groups
368,876
-

Increase in provisions
724,339
66,993

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

Net cash generated from operating activities

4,312,070
6,603,820


Cash flows from investing activities

Purchase of tangible fixed assets
(4,759,084)
(2,215,531)

Net cash from investing activities

(4,759,084)
(2,215,531)
Page 19

 
PHO 2012 LIMITED
 

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


2023
2022

£
£



Cash flows from financing activities

New secured loans
2,916,417
-

Repayment of loans
-
(10,102,947)

Repayment of other loans
-
(7,845,594)

New loans from group companies
-
13,909,442

Interest paid
(216,895)
(1,316,864)

Net cash used in financing activities
2,699,522
(5,355,963)

Net increase/(decrease) in cash and cash equivalents
2,252,508
(967,674)

Cash and cash equivalents at beginning of year
7,745,667
8,713,341

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


Cash and cash equivalents at the end of year comprise:

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

9,998,175
7,745,667


The notes on pages 22 to 43 form part of these financial statements.

Page 20

 
PHO 2012 LIMITED
 

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




At 20 February 2022
Cash flows
At 19 February 2023
£

£

£

Cash at bank and in hand

7,745,667

2,252,508

9,998,175

Debt due after 1 year

(247,873)

(2,916,417)

(3,164,290)

Debt due within 1 year

-

-

-


7,497,794
(663,909)
6,833,885

The notes on pages 22 to 43 form part of these financial statements.

Page 21

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

1.


General information

Pho 2012 Limited is a company registed in the UK (07915150) at 15 Clerkenwell Green, London, EC1R 0DP. No trading occurs through this entity all of which takes place through its direct subsidiary Pho Trading Limited, also registered in the UK (05329479) at 15 Clerkenwell Green, London, EC1R 0DP.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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

 
2.3

Going concern

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

Page 22

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.4

Revenue

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

 
2.5

Operating leases: the Group as lessee

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

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

 
2.6

Government grants

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

 
2.7

Interest income

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

 
2.8

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.

 
2.9

Borrowing costs

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

 
2.10

Pensions

Defined contribution pension plan

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

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

Page 23

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

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

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

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

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

 
2.12

Exceptional items

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

Page 24

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

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

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
over the period of the lease
Plant and machinery
-
between 3 and 5 years straight line
Fixtures and fittings
-
between 3 and 5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 25

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.15

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.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.18

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.

 
2.19

Cash and cash equivalents

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

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

 
2.20

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.

Page 26

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

2.Accounting policies (continued)

 
2.21

Provisions for liabilities

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

 
2.22

Financial instruments

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

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

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

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

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

Page 27

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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

Page 28

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

4.


Turnover

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


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.


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 a government grant amounting to £nil (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 (2022: £935,461).

Page 29

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

6.


Operating profit

The operating profit is stated after charging:

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

Tangible fixed assets - depreciation
1,832,572
1,544,075

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

Exceptional Costs
1,436,218
549,121

Amortisation charged in the year
288,229
288,229

See note 12 for a breakdown of Exceptional administrative expenses.


7.


Auditors' remuneration

During the year, the Group 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 Group's auditors and their associates for the audit of the consolidated and parent Group's financial statements
34,000
36,800

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 30

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

8.


Employees

Staff costs were as follows:


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


Wages and salaries
21,040,754
15,913,540
47,289
317,489

Social security costs
242,837
201,391
-
-

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

21,578,747
16,341,592
47,289
317,489


The average monthly number of employees, including the directors, during the year 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

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)
Page 31

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

9.

Directors Remuneration

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

504,640

461,563
 
Bonus

-

317,489
 
Company pension contribution to purchase schemes

5,116

16,700
 


509,756

795,752
 
Emoluments of highest paid director

Salary receivable

188,697

173,646
 
Bonus

-

118,194
 

188,697

291,840
 


10.


Interest payable and similar expenses

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


Bank interest payable
216,895
806,922

Loans from group undertakings
1,303,328
652,404

1,520,223
1,459,326

Page 32

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

11.


Taxation


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

Corporation tax


Current tax on profits for the year
127,305
551,789


Deferred tax


Fixed asset timing differences
-
520,700


Tax on profit
127,305
1,072,489

Factors affecting tax charge for the year

The tax assessed for the year 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:

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


Profit on ordinary activities before tax
155,020
3,628,900


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
3,568
689,491

Effects of:


Non-tax deductible expenses
420,249
241,733

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

Adjustments to previous periods
(30,545)
2,600

Remeasurement of deferrred tax for changes in tax rates
31,004
175,448

Non-taxable income
(87,026)
-

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

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

Group relief
(268,287)
-

Total tax charge for the year
127,305
1,072,489


Factors that may affect future tax charges

There were no factors that may affect future tax charges.
Page 33

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023
 
11.Taxation (continued)


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%.


12.


Exceptional items

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


Release of previous period impairment
(349,000)
-

Onerous lease provision
791,332
66,993

Intercompany management fee
372,390
-

Exceptional administrative costs
187,515
164,639

Impairment of tangible fixed assets
433,981
-

Management bonus
-
317,489

1,436,218
549,121

Page 34

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

13.


Intangible assets

Group and Company





Goodwill

£



Cost


At 20 February 2022
5,764,582



At 19 February 2023

5,764,582



Amortisation


At 20 February 2022
2,724,761


Charge for the year on owned assets
151,991



At 19 February 2023

2,876,752



Net book value



At 19 February 2023
2,887,830



At 19 February 2022
3,039,821



Page 35

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

14.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Total

£
£
£



Cost or valuation


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


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


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



At 19 February 2023

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



Depreciation


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


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


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


Impairment charge
433,981
-
433,981


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



At 19 February 2023

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



Net book value



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



At 19 February 2022
10,084,281
1,625,335
11,709,616

Page 36

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 20 February 2022
5,886,269



At 19 February 2023
5,886,269





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

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

* held indirectly

Page 37

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023
Subsidiary undertakings (continued)

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

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

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

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

Pho Employment Limited
6,964
332

Pho (Great Titchfield Street) Limited
1
-

Pho (Westfield London) Limited
1
-

Pho (Brighton) Limited
1
-

Pho (Wardour Street) Limited
1
-

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


16.


Stocks

Group
Group
19 February
2023
20 February
2022
£
£

Raw materials and consumables
651,509
605,649

651,509
605,649


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 38

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

17.


Debtors

Group
Group
   Company 
Company
19 February 2023
20 February
2022
19 February 2023
20 February
2022
£
£
£
£

Due within one year

Trade debtors
-
157,699
-
-

Amounts owed by group undertakings
1,914,622
616,073
11,551,093
8,378,391

Other debtors
340,119
173,324
331
331

Prepayments and accrued income
928,472
577,210
-
-

3,183,213
1,524,306
11,551,424
8,378,722


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


18.


Cash and cash equivalents

Group
Group
19 February
2023
20 February
2022
£
£

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

9,998,175
7,745,667



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
19 February
2023
20 February
2022
19 February
2023
20 February
2022
£
£
£
£

Bank loans
334,156
-
334,156
-

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

Corporation tax
575,084
538,009
-
-

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

Accruals and deferred income
4,002,073
3,412,913
13,164
7,681

10,288,876
8,752,030
347,320
7,681


Page 39

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
19 February
2023
20 February
2022
19 February
2023
20 February
2022
£
£
£
£

Bank loans
2,830,134
247,873
2,830,134
247,873

Amounts owed to group undertakings
15,581,646
13,909,442
15,581,314
13,909,441

18,411,780
14,157,315
18,411,448
14,157,314


The amounts owed to group undertakings are repayable in full in August 2031 and are subject to interest at 10%.


21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
19 February
2023
20 February
2022
19 February
2023
20 February
2022
£
£
£
£

Amounts falling due within one year

Bank loans
334,156
-
334,156
-

Amounts falling due 1-2 years

Bank loans
668,312
-
668,312
-

Amounts falling due 2-5 years

Bank loans
2,161,822
247,873
2,161,822
247,873


3,164,290
247,873
3,164,290
247,873


The bank loan comprises of a Facility C and Facility D loan. In the previous period £254k was drawdown on Facility C and in the current year a further £2,982k was drawdown on Facility C. This is subject to interest at 6.25% and is repayable in installments beginning in September 2023. This loan is shown net of the £71k bank arrangement fees. 
Facility D has not been drawdown at period end. 

Page 40

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

22.


Financial instruments

Group
Group
Company
Company
19 February
2023
20 February
2022
19 February
2023
20 February
2022
£
£
£
£

Financial assets

Financial assets that are debt instruments measured at amortised cost
-
8,723,914
-
39,526


Financial liabilities

Financial liabilities measured at amortised cost
-
(8,487,309)
-
(255,554)


Financial assets that are debt instruments measured at amortised cost comprise of trade debtors, other debtors and amounts owed  to group undertakings. 


Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, amounts owed to related parties, amounts owed to group undertakings, bank loans and other loans. 


23.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(731,032)
(210,332)


Charged to profit or loss
(90,230)
(520,700)



At end of year
(821,262)
(731,032)

Group
Group
2023
2022
£
£

Accelerated capital allowances
(821,262)
(731,032)

(821,262)
(731,032)

Page 41

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

24.


Provisions


Group



Onerous lease provision

£





At 20 February 2022
66,993


Charged to profit or loss
791,332


Released in the year
(66,993)



At 19 February 2023
791,332


25.


Share capital

2023
2022
£
£
Authorised, allotted, called up and fully paid



637,500 (2022 - 637,500) Ordinary 'D' non-voting shares shares of £0.67 each
427,125
427,125
300,000 (2022 - 300,000) Ordinary 'E' Shares shares of £0.33 each
99,000
99,000
300,000 (2022 - 300,000) Ordinary 'F' Shares shares of £0.33 each
99,000
99,000
100,000 (2022 - 100,000) Ordinary 'H' Shares shares of £0.33 each
33,000
33,000
44,446 (2022 - 44,446) Ordinary 'J' Shares shares of £0.33 each
14,667
14,667
311,111 (2022 - 311,111) Oridnary 'K' Shares shares of £0.33 each
102,667
102,667
3 (2022 - 3) Ordinary 'L' non-voting shares shares of £1.10 each
3
3
30,555 (2022 - 30,555) Ordinary 'M' Shares shares of £1.50 each
45,833
45,833
25,000 (2022 - 25,000) Ordinary 'N' Shares shares of £0.01 each
250
250

821,545

821,545



26.


Reserves

Share premium account

Includes any premiums recieved on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Merger Reserve

Includes the difference between the value of shares issued by the Company in exchange for the value of shares acquired in respect of the acquisition of subsidiaries.

Profit and loss account

Includes all profits and losses accumulated in the current and previous periods.

Page 42

 
PHO 2012 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 19 FEBRUARY 2023

27.


Pension commitments

The Group 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 £130,105 (2022:£88,865) payable to the fund at the reporting date.


28.


Commitments under operating leases

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


Group
Group
19 February
2023
20 February
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

29.


Related party transactions

Under FRS102 Section 33, an exemption has been taken for non disclosure of these related party transactions and therefore no note required within the financial statements.


30.


Controlling party

The Company is a subsidiary undertaking of Cilantro Bidco Limited. The ultimate controlling party is Cilantro Holding Limited. 
The smallest and largest group in which the results of the Company are consolidated is headed by Cilantro Holding Limited, incorporated in England and Wales. The consolidated financial statements are available to the public and may be obtained from 39 Sloane Street, London, SW1X 9LP.
In the opinion of the directors there is no ultimate controlling party. 

Page 43