Caseware UK (AP4) 2022.0.179 2022.0.179 2023-02-192023-02-1902022-02-20falseNo description of principal activity0truefalse 06196861 2022-02-19 06196861 2022-02-20 2023-02-19 06196861 2021-02-21 2022-02-20 06196861 2023-02-19 06196861 2022-02-20 06196861 2021-02-21 06196861 c:Director1 2022-02-20 2023-02-19 06196861 c:Director2 2022-02-20 2023-02-19 06196861 c:Director3 2022-02-20 2023-02-19 06196861 c:RegisteredOffice 2022-02-20 2023-02-19 06196861 d:CurrentFinancialInstruments 2023-02-19 06196861 d:CurrentFinancialInstruments 2022-02-20 06196861 d:CurrentFinancialInstruments d:WithinOneYear 2023-02-19 06196861 d:CurrentFinancialInstruments d:WithinOneYear 2022-02-20 06196861 d:ShareCapital 2023-02-19 06196861 d:ShareCapital 2022-02-20 06196861 d:ShareCapital 2021-02-21 06196861 d:RetainedEarningsAccumulatedLosses 2022-02-20 2023-02-19 06196861 d:RetainedEarningsAccumulatedLosses 2023-02-19 06196861 d:RetainedEarningsAccumulatedLosses 2021-02-21 2022-02-20 06196861 d:RetainedEarningsAccumulatedLosses 2022-02-20 06196861 d:RetainedEarningsAccumulatedLosses 2021-02-21 06196861 c:OrdinaryShareClass1 2022-02-20 2023-02-19 06196861 c:OrdinaryShareClass1 2023-02-19 06196861 c:OrdinaryShareClass1 2022-02-20 06196861 c:OrdinaryShareClass2 2022-02-20 2023-02-19 06196861 c:OrdinaryShareClass2 2023-02-19 06196861 c:OrdinaryShareClass2 2022-02-20 06196861 c:OrdinaryShareClass3 2022-02-20 2023-02-19 06196861 c:OrdinaryShareClass3 2023-02-19 06196861 c:OrdinaryShareClass3 2022-02-20 06196861 c:OrdinaryShareClass4 2022-02-20 2023-02-19 06196861 c:OrdinaryShareClass4 2023-02-19 06196861 c:OrdinaryShareClass4 2022-02-20 06196861 c:OrdinaryShareClass5 2022-02-20 2023-02-19 06196861 c:OrdinaryShareClass5 2023-02-19 06196861 c:OrdinaryShareClass5 2022-02-20 06196861 c:FRS102 2022-02-20 2023-02-19 06196861 c:Audited 2022-02-20 2023-02-19 06196861 c:FullAccounts 2022-02-20 2023-02-19 06196861 c:PrivateLimitedCompanyLtd 2022-02-20 2023-02-19 06196861 d:Subsidiary1 2022-02-20 2023-02-19 06196861 d:Subsidiary1 1 2022-02-20 2023-02-19 06196861 d:Subsidiary2 2022-02-20 2023-02-19 06196861 d:Subsidiary2 1 2022-02-20 2023-02-19 06196861 d:Subsidiary3 2022-02-20 2023-02-19 06196861 d:Subsidiary3 1 2022-02-20 2023-02-19 06196861 d:Subsidiary4 2022-02-20 2023-02-19 06196861 d:Subsidiary4 1 2022-02-20 2023-02-19 06196861 d:Subsidiary5 2022-02-20 2023-02-19 06196861 d:Subsidiary5 1 2022-02-20 2023-02-19 06196861 d:Subsidiary6 2022-02-20 2023-02-19 06196861 d:Subsidiary6 1 2022-02-20 2023-02-19 06196861 d:Subsidiary7 2022-02-20 2023-02-19 06196861 d:Subsidiary7 1 2022-02-20 2023-02-19 06196861 6 2022-02-20 2023-02-19 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 06196861










PHO HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 19 FEBRUARY 2023

 
PHO HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
Wayne John Dejager 
Stephen Wall 
Patrick Marrinan 




Registered number
06196861



Registered office
15 Clerkenwell Green

London

EC1R 0DP




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
PHO HOLDINGS LIMITED
 

CONTENTS



Page
Strategic Report
1 - 5
Directors' Report
6 - 7
Independent Auditors' Report
8 - 11
Statement of Comprehensive Income
12
Balance Sheet
13
Statement of Changes in Equity
14
Notes to the Financial Statements
15 - 20


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

Introduction
 
The Directors present their report and the financial statements for the 52 week period ended 19 February 2023.

Business review
 
The trading results and balance sheet and other financial statements are shown on pages 11 to 13.
The Company made an operating loss of £30,953 (2022: profit of £34,653). This needs to be considered in the context of the wider group which made an EBITDA of £5.8m (2022: £8.17m).

Key performance indicators
 
The only relevant measure for the Company are that of monitoring the performance of its investments. 

Page 1

 
PHO HOLDINGS LIMITED
 

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

Principal risks and uncertainties
 
As the Company's primary function is to act as a holding company for its own trading subsidiary, there are reduced principal risks and uncertainties for the individual company.
As a wider group however, the Company is exposed to further risks:
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 Group 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 company gains maximum efficiency for all hours worked.
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 company engage directly with our people through regular site visits and meetings taking place within the restaurants. The company also encourages open dialogue though regular appraisals and internal communication tools including a mobile phone application that enables fast and convenient communication with all employees regarding news updates, staff training opportunities and personal welfare matters. Employees at all levels are encouraged to participate in communication. We run annual employee engagement surveys, alongside more ad hoc ‘pulse’ style surveys through our employee communication app.
 

Page 2

 
PHO HOLDINGS LIMITED
 

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

Section 172 Statement
 
All decisions made by the management of the company seek to enhance the long-term reputation of the business and the brand to drive benefits to each stakeholder. By engaging openly and transparently with all stakeholders we can ensure we have comprehensively considered all the beneficiaries of the work we undertake both now and in the future. 
The Directors are aware of their duty under section 172 of the Companies Act 2006, to act in a way which they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so, have regard (amongst other matters) to: 
• The likely consequences of any decision in the long term:
• The interest of the company’s employees;
• The need to foster the company’s business relationships with suppliers, customers and others;
• The impact of the company’s operations on the community and the environment;
• The desirability of the company maintaining a reputation for high standards of business conduct; and
• The need to act fairly as between members.

Long term impact
• The Directors hold regular meetings with key stakeholders of the business to provide updates on key KPI’s and additional detailed narrative supporting the company position.
Employees
• All of our employees throughout the business are key to our success, and we need to reward protect and listen at all levels. In an effort to drive enhanced employee wellbeing we have introduced a number of health focused benefits, including discounted gym memberships, an employee assistance program and a private GP helpline which is available to all employees from the first day of employment.
• We also engage with all team members through regular appraisals and news updates communicated       though the employee app.
Customers
• We continuously look for ways to improve our offering, service, and overall brand experience so we look to engage with our guests through the use of onsite tablets as well as encouraging our guests to leave Google reviews. There is also a post visit email set up in the event a guest has not given us real time feedback in our sites.  
• We respond to customer feedback through multiple channels and see an increase in enquiries and feedback now coming through social channels.
• The 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 them into office furniture and other items. After just over a month we have recycled over a ton of chopsticks.
 
Page 3

 
PHO HOLDINGS LIMITED
 

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

• We continue to support each site with local community initiatives including prizes for raffles for schools, local charity donations and sponsoring grassroot sports teams.
• In all our locations we have set up the process and pay for oil to be recycled (and turned into energy).
Business conduct
• Customer feedback is continually reviewed and this has been implemented into restaurant PDQ machines for customer ease. Management have active engagement with customers on comments provided to ensure high standards are maintained.
Acting fairly between stakeholders
• Regular and relevant stakeholder engagement for each stakeholder group
Corporate social responsibly
In 2021 we began supporting Christina Noble Children's Foundation, which is a British charity operating in Vietnam, working to help under-privileged children - providing health, education and other wellbeing services to families. This work is ongoing and we are proud to be a partner with this charity. In the period to 19 February 2023 we have raised £35k and continue to look for additional ways to invest our time by way of support. 
As a Company we’ve always celebrated and supported our internal LGBTQ+ community to promote diversity in our business. We support activities and events surrounding PRIDE each year, and in 2019 we introduced a national, year-round support plan whereby we donate a proportion of every “Pride Punch” cocktail sold directly to national PRIDE organisations. 
We continue to explore ways to reduce Pho’s environmental footprint and have reduce the amount of single use plastic in our takeaway and Delivery packaging. In 2022 we made the change and now offer chopsticks opt-out and metal cutlery for purchase instead of plastic cutlery for Delivery and Takeaway. This continues to be a focus of the management group who are actively seeking ways to further reduce the use of single use plastics.
Our new partnership with Chop Value is illustrative of our intent to continue to find ways to make small changes that drive a big difference, and the Pho Group consistently strives to be the best in class in terms of sustainability policies within the restaurant sector.
Greenhouse Gas emissions and energy consumption
The total consumption (kWh) figures for reportable energy supplies are as follows:
Utility and Scope  2022/23              Consumption (kWh)     2021/22 Consumption (kWh) 
Grid-Supplied Electricity (Scope 2)          4,945,973                        3,928,253 
Gaseous and other fuels (Scope 1)            3,429,730                         2,749,191 
Total                                                             8,375,703                   6,667,444 

The total emission (tCO2e) figures for reportable energy supplies are as follows. Conversion factors utilised in these calculations are as follows:
Utility and Scope                           2022/23 Consumption (tCO2e)  2021/22 Consumption (tCO2e) 
Grid-Supplied Electricity (Scope 2)                   956.45                                        835.09 
Gaseous and other fuels (Scope 1)                 626.06                                         503.54 
Total                                                           1,582.52                                        1,337.63 
 
An intensity metric of kWh per ft2 has been applied for the annual total consumption / emissions of Pho Trading Ltd. 
Intensity ratio: kWh / ft2 0.01 

 
Page 4

 
PHO HOLDINGS LIMITED
 

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

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


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



Patrick Marrinan
Director

Page 5

 
PHO HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 19 FEBRUARY 2023

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

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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 £68,854 (2022 - loss £189,772).

Directors

The directors who served during the Period were:

Stephen Wall 
Patrick Marrinan 

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 6

 
PHO HOLDINGS 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 7

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

Opinion


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


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 19 February 2023 and of its 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 8

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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 9

 
PHO HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO HOLDINGS 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 10

 
PHO HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO HOLDINGS 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 11

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

2023
2022
Note
£
£

  

Turnover
 3 
35,000
35,000

Gross profit
  
35,000
35,000

Administrative expenses
  
(65,953)
(347)

Operating (loss)/profit
  
(30,953)
34,653

Interest payable and similar expenses
 5 
(37,901)
(224,425)

Loss before tax
  
(68,854)
(189,772)

Loss for the financial Period
  
(68,854)
(189,772)

  

Total comprehensive income for the Period
  
(68,854)
(189,772)

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

The notes on pages 15 to 20 form part of these financial statements.

Page 12

 
PHO HOLDINGS LIMITED
REGISTERED NUMBER: 06196861

BALANCE SHEET
AS AT 19 FEBRUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 6 
625,617
625,617

  
625,617
625,617

Current assets
  

Debtors: amounts falling due within one year
 7 
-
65,953

Cash at bank and in hand
 8 
7,559
6,592

  
7,559
72,545

Creditors: amounts falling due within one year
 9 
(760,924)
(757,056)

Net current liabilities
  
 
 
(753,365)
 
 
(684,511)

Total assets less current liabilities
  
(127,748)
(58,894)

  

Net liabilities
  
(127,748)
(58,894)


Capital and reserves
  

Called up share capital 
 10 
672,792
672,792

Profit and loss account
  
(800,540)
(731,686)

  
(127,748)
(58,894)


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 15 to 20 form part of these financial statements.

Page 13

 
PHO HOLDINGS LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 21 February 2021
672,792
(541,914)
130,878



Loss for the year
-
(189,772)
(189,772)



At 20 February 2022
672,792
(731,686)
(58,894)



Loss for the Period
-
(68,854)
(68,854)


At 19 February 2023
672,792
(800,540)
(127,748)


The notes on pages 15 to 20 form part of these financial statements.

Page 14

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

1.


General information

Pho Holdings Limited is a UK regsiered company (number 06196861) at 15 Clerkenwell Green, London, EC1R 0DP. It is a subsidiary of Pho 2012 Limited. Trading takes place in Pho Holdings Limited's 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 Holdings 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

Turnover

Turnover represents amounts receivable in relation to management fees net of VAT earned for providing management services to its subsidiary and interest receivable on balanaces due from other group undertakings. 

Page 15

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

2.Accounting policies (continued)

 
2.4

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.

 
2.5

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

 
2.6

Investments including impairment

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

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.

 
2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.9

Financial instruments

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

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

For financial assets measured at 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 Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when
Page 16

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

2.Accounting policies (continued)


2.9
Financial instruments (continued)

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.


3.


Turnover

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 of £35,000 (2022: £35,000) for managing its investment which is wholly undertaken in the United Kingdom.


4.


Employees




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


5.


Interest payable and similar expenses

2023
2022
£
£


Loan interest payable
37,901
224,425

37,901
224,425


6.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 20 February 2022
625,617



At 19 February 2023
625,617




Page 17

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

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Pho Trading Limited
England & Wales
Ordinary
100%
Pho Employment Limited
England & Wales
Ordinary
100%
Pho (Great Titchfield Street) Limited
England & Wales
Ordinary
100%
Pho (Westfield London) Limited
England & Wales
Ordinary
100%
Pho (Brighton) Limited
England & Wales
Ordinary
100%
Pho (Wardour Street) Limited
England & Wales
Ordinary
100%
Pho (Edinburgh) Limited *
England & Wales
Ordinary
100%

* held indirectly

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

Name
Profit/(Loss)
£

Pho Trading Limited
1,710,085

Pho Employment Limited
6,632

Pho (Great Titchfield Street) Limited
1

Pho (Westfield London) Limited
1

Pho (Brighton) Limited
1

Pho (Wardour Street) Limited
1

Pho (Edinburgh) Limited
(40,782)


7.


Debtors




2023
2022
£
£

Due within one year

Other debtors
-
65,953

-
65,953


Amounts owed by group undertakings are subject to interest at 5% on the balance at year end.

Page 18

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

8.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
7,558
6,592

7,558
6,592



9.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
760,924
757,056

760,924
757,056


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

Page 19

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

10.


Share capital

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



637,500 (2022 - 637,500) Ordinary 'D' 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
37,500 (2022 - 37,500) Ordinary 'G' Shares shares of £0.33 each
12,375
12,375
100,000 (2022 - 100,000) Ordinary 'H' Shares shares of £0.33 each
33,000
33,000
6,944 (2022 - 6,944) Ordinary 'I' Shares shares of £0.33 each
2,292
2,292

672,792

672,792



11.


Ultimate controlling party

The Company is a direct subsidiary undertaking of Pho 2012 Limited. The Company is an indirect subsidiary of Cilantro Holding Limited which is the ultimate controlling party.
The smallest group in which the results of the Company are consolidated is that headed by Pho 2012 Limited, incorporated in England and Wales. The 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 20