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Registered number: 13489052










CILANTRO BIDCO LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 25 FEBRUARY 2024

 
CILANTRO BIDCO LTD
 
 
COMPANY INFORMATION


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




Registered number
13489052



Registered office
39 Sloane Street
London

SW1X 9LP




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
CILANTRO BIDCO LTD
 

CONTENTS



Page
Strategic Report
1 - 5
Directors' Report
6 - 7
Independent Auditors' Report
8 - 11
Statement of Comprehensive Income
12
Statement of Financial Position
13
Statement of Changes in Equity
14
Notes to the Financial Statements
15 - 22


 
CILANTRO BIDCO LTD
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 25 FEBRUARY 2024

Introduction
 
Cilantro Bidco Limited (“the company”) is a holding company within a group (“the group”) which operates a group of Vietnamese street food restaurants.
The Directors present their report and the audited financial statements for the 53-week period ended 25 Feb 2024. Overall, despite a challenging economic backdrop, the group has performed well and with the introduction of new financing facilities continued to organically grow with the opening of new restaurants in the year. 

Business review
 
The trading results and balance sheet and other financial statements are shown on pages 13 to 15.
Over the trading period the group has continued to face several industry-wide challenges, with the  “cost of living crisis”, national minimal wage inflation of +9.8% and  fluctuations in supply chain pricing due to  the ongoing Ukraine conflict.  
The Company made an operating loss of £2,379,748 (2023: £1,666,62). This needs to be considered in the context of the wider group which made an EBITDA of £7.2m (2023: £5.8m).
Due to the recent strong performance, directors’ confidence remains strong, and the group continues its expansion plans throughout the UK. This has been aided with additional funding secured in the Group in which this Company sits in the  financial year. During FY24 the group opened five new restaurants located in London Bridge, Milton Keynes, Canterbury, Liverpool, and Fulham . At the end of FY24 the group had 40 restaurants and 4 Dark Kitchens. Directors made the decision to sublet one of the restaurants in the year to a third party operator due to the proximity to other restaurants in the portfolio. In addition, the directors made the difficult decision to surrender the lease for another restaurant in the year that had not been re-opened since covid 2021 closure. This was driven by the changing appetite of the local population for dine in sales in the city post the COVID 19 and cannibalism of delivery sales by other sites and allowing management to focus on other expansion opportunities. Deliveroo also reduced the number of kitchens held in London resulting in the closure of one Dark Kitchen in the year. 
Post year end the group continues to grow and explore new opportunities and locations, at the time of writing three additional sites have been successfully added to the portfolio in Glasglow, Baker Street (London) and Norwich, with others currently under development. 

Key performance indicators
 
The only relevant measure for the Company is that of monitoring the performance of its investments.
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:
Inflation, Cost of living and economic confidence
Political instability in quickly changing political leaderships and the ongoing war in Ukraine have resulted in high levels of inflation continuing throughout FY24 and, at time of writing, are continuing into FY25 albeit with a more positive outlook. This has resulted in persistent pressure on customers’ disposable income. The directors have carefully considered the price point of the menu and believe the group remains competitively priced,  offering quality and good value for money. The directors continue monitor  menu pricing and perform benchmarking exercises against our competitors in the casual dining market sector.
 
Page 1

 
CILANTRO BIDCO LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024

Supply Chain and input costs
As is being experienced by all UK business  input prices remain volatile, however management continue to invest in new systems allowing live tracking of key cost inputs and regularly review supplier contracts to ensure any opportunities to protect margins are capitalised upon.
Employee recruitment and retention
The casual dining sector continues to be a highly competitive market. The group continues to review the remuneration offered against our competitors in addition to the continued investment in employee wellbeing and benefits to ensure that we remain an employer of choice.
Labour Costs
The significant increase in labour costs in the year has impacted all UK hospitality businesses, and the group monitors the labour cost base daily to maximise efficiency of the workforce.
Future Developments
The group plans to continue with its expansion plans with several locations under active development and several other potential locations that have been identified.
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 and 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 always observe and apply the group policy, any violation of the policy would be treated as a serious offence and could result in disciplinary action and/or dismissal.
Engagement with employees
Pho engages with employees in several ways, the Directors of the group regularly conduct site visits with meetings taking place within the restaurants. The group 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

 
CILANTRO BIDCO LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024

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 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 our employees throughout the business are key to our success, and we need to reward, protect and l       isten at all levels. 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 and an employee wellbeing assistance program 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 directing guests to 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.

We aim to provide a premium dining experience, consistent across all locations. Site managers actively engage with customers, and this includes the use of onsite tablets allowing customer feedback surveys to be completed in real time.

We respond to customer feedback through multiple channels.

The Group actively seeks to adapt to the needs of its customers through regular review and development of its menu.
Page 3

 
CILANTRO BIDCO LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024


Suppliers

The company values the freshness and quality of restaurant supplies in contributing to maintaining the high-quality output expected form the customer base and as such recognize 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 organisation which takes our used chopsticks and recycles them into office furniture and other items.  

We continue to support each site with local ad hoc community requests of support including prizes for raffles for schools, grassroot football kits in the year.

In all our locations we recycle our cooking oil which is then 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 

We maintain an open dialogue with our stakeholders and other interested parties.

Corporate social responsibly

We have supported the Christina Noble Children's Foundation (CNCF) since 2021 by providing a donation from every Pho House (soup) and coffee sold  . CNCF is a charity that supports children in Vietnam by providing crucial, grassroots humanitarian services to affected communities. In FY24 the company raised £46k   in support of the charity.

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. In FY24 we raised £18k in support of Pride through this channel. We recognise the difficulty that the homeless face and support the Helping the Homeless charity which aims to secure accommodation and find work for the homeless.
Page 4

 
CILANTRO BIDCO LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024

Greenhouse Gas emissions and energy consumption   
The total consumption (kWh) figures for reportable energy supplies are as follows:

Utility and Scope

2023/24 Consumption (kWh)
2022/23 Consumption (kWh)
Grid-Supplied Electricity (Scope 2)

5,737,353

4,945,973
 
Gaseous and other fuels (Scope 1)

4,805,806

3,429,730
 
Total

10,543,159

8,375,703
 

The total emission (tCO2e) figures for reportable energy supplies are as follows. Conversion factors utilised in these calculations are as follows:

Utility and Scope

2023/24 Consumption (tCO2e) 
2022/23 Consumption (tCO2e)
Grid-Supplied Electricity (Scope 2)

1,188

956
 
Gaseous and other fuels (Scope 1)

879

626
 
Total

2,067

1,582
 

Energy Efficiency Improvements
As a Company we remain committed for continual improvements in our operational energy efficiency. As such, a register of energy efficiency measures has been compiled and is constantly updated with new measures as a when appropriate.
Current measures that are carried out include 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 our restaurants. On all new restaurants we install full LED lighting throughout. As part of ongoing maintenance, we   regularly replace new lighting with upgraded LED bulbs and typically update a 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 and walk-in units when they become worn to ensure we maintain the correct temperatures and minimise energy use, 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 23 August 2024 and signed on its behalf.



Wayne Dejager
Director

Page 5

 
CILANTRO BIDCO LTD
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 25 FEBRUARY 2024

The directors present their report and the financial statements for the Period ended 25 February 2024.

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

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

Results and dividends

The loss for the Period, after taxation, amounted to £2,483,596 (2023 - loss £1,666,662).

Directors

The directors who served during the Period were:

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

Page 6

 
CILANTRO BIDCO LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024

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 23 August 2024 and signed on its behalf.
 





Wayne Dejager
Director

Page 7

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

Opinion


We have audited the financial statements of Cilantro Bidco Ltd (the 'Company') for the Period ended 25 February 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 25 February 2024 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

 
CILANTRO BIDCO LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CILANTRO BIDCO LTD (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

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

 
CILANTRO BIDCO LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CILANTRO BIDCO LTD (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

 
CILANTRO BIDCO LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CILANTRO BIDCO LTD (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

23 August 2024
Page 11

 
CILANTRO BIDCO LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 25 FEBRUARY 2024

25 February 2024
19 February 2023
Note
£
£

  

Turnover
 3 
379,640
372,390

Gross profit
  
379,640
372,390

Administrative expenses
  
44,846
(113,180)

Operating profit
  
424,486
259,210

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

Interest payable and similar expenses
 7 
(4,209,315)
(3,227,105)

Loss before tax
  
(2,483,596)
(1,666,662)

Loss for the financial Period
  
(2,483,596)
(1,666,662)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 15 to 22 form part of these financial statements.

Page 12

 
CILANTRO BIDCO LTD
REGISTERED NUMBER: 13489052

STATEMENT OF FINANCIAL POSITION
AS AT 25 FEBRUARY 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 9 
27,932,157
27,932,157

  
27,932,157
27,932,157

Current assets
  

Debtors: amounts falling due after more than one year
 10 
17,318,070
15,583,065

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

  
17,318,070
15,635,963

Creditors: amounts falling due within one year
 11 
(3,682,219)
(11,204,265)

Net current assets
  
 
 
13,635,851
 
 
4,431,698

Total assets less current liabilities
  
41,568,008
32,363,855

Creditors: amounts falling due after more than one year
 12 
(46,350,957)
(34,663,208)

  

Net liabilities
  
(4,782,949)
(2,299,353)


Capital and reserves
  

Called up share capital 
 14 
976
976

Share premium account
 15 
96,525
96,525

Profit and loss account
 15 
(4,880,450)
(2,396,854)

  
(4,782,949)
(2,299,353)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 August 2024.




Wayne Dejager
Director

The notes on pages 15 to 22 form part of these financial statements.

Page 13

 
CILANTRO BIDCO LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 25 FEBRUARY 2024


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

£
£
£
£


At 21 February 2022
976
96,525
(730,192)
(632,691)



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



At 26 February 2023
976
96,525
(2,396,854)
(2,299,353)



Loss for the period
-
-
(2,483,596)
(2,483,596)


At 25 February 2024
976
96,525
(4,880,450)
(4,782,949)


The notes on pages 15 to 22 form part of these financial statements.

Page 14

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

1.


General information

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

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
-    the requirements of Section 7 Statement of Cash Flows;
-    the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Cilantro Holding Limited as at 25 February 2024 and these financial statements may be obtained from 15 Clerkenwell Green, London, EC1R 0DP.

The following principal accounting policies have been applied:

 
2.2

Going concern

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

 
2.3

Revenue

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

 
2.4

Interest income

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

Page 15

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

2.Accounting policies (continued)

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Borrowing costs

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

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

Creditors

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


3.


Turnover

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


2024
2023
£
£

Management fee
379,640
372,390


All turnover arose within the United Kingdom.

Page 16

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

4.


Auditors' remuneration

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


2024
2023
£
£

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

Fees payable to the Company's auditors for the audit of the Company's financial statements
2,750
2,500

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


5.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).


6.


Interest receivable

2024
2023
£
£


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


7.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
600,988
522,471

Interest on loans from group undertakings
3,608,327
2,660,634

Amortisation of loan arrangement fee
-
44,000

4,209,315
3,227,105

Page 17

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

8.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-

Factors affecting tax charge for the period/year

The tax assessed for the Period/year is higher than (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,483,597)
(1,666,662)

Effects of:

Total tax charge for the Period/year
-
-


Factors that may affect future tax charges

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


9.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 26 February 2023
27,932,157



At 25 February 2024
27,932,157




Page 18

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

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

Page 19

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

10.


Debtors

2024
2023
£
£

Due after more than one year

Amounts owed by group undertakings
17,318,070
15,583,065


The amounts owing by group undertakings balance is due for full repayment 10 years from redemption, being August 2031. The loan is subject to interest at SONIA plus 10.25%.

2024
2023
£
£

Due within one year

Tax recoverable
-
52,898



11.


Creditors: Amounts falling due within one year

2024
2023
£
£

External loans
1,438,831
676,125

Amounts owed to group undertakings
2,197,988
-

Other creditors
21,725
10,501,750

Accruals and deferred income
23,675
26,390

3,682,219
11,204,265


£2.2m of the amounts owing to group undertakings balance is repayable on demand and subject to no interest (2023: nil).
See note 13 for information on the external bank loans.

Page 20

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

12.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

External loans
6,828,528
7,045,764

Amounts owed to group undertakings
39,522,429
27,617,444

46,350,957
34,663,208


£32.3m of the amounts owing to group undertakings balance is subject to interest at 10.25% plus SONIA and is repayable in full in August 2031 (2023: £25.9m).
£7.3m of the amounts owing to group undertakings balance is subject to interest at 5% and is repayable in full in December 2026 (2023: £1.8m). 
See note 13 for further information on the external bank loans.


13.


External loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

External loans
1,438,831
676,125

Amounts falling due 1-2 years

External loans
1,531,619
723,162

Amounts falling due 2-5 years

External loans
5,296,909
6,322,602


8,267,359
7,721,889


The bank loan comprises a Facility A, Facility B, Facility E and Facility F loan. During the previous period the full drawdown amounts of £3.5m on Facility A and £5.3m on Facility B were taken. In the current period, the full drawdown amounts of £560k on Facility E and £840k on Facility F have been taken. Both Facility A, Facility B, Facility E and Facility F are subject to interest at 6.75% Facility A is being repaid in monthly equal instalments of £68k which includes interest and capital repayments. Facility B is repayable in full 60 months after it was drawndown, being August 2026 and interest payments of £28k are made monthly. Facility E is repayable in full 60 months after it was drawndown, being May 2028 and interest payments are made monthly. Facility F is also repayable in full 60 months after it was drawndown, being May 2028 and interest payments of £8k are made monthly. The costs of the facility have been offset against the loan and are released to the statement of comprehensive income over the life of the loans.

Page 21

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

14.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



97,600 (2023 - 97,600) Ordinary Shares shares of £0.01 each
976
976



15.


Reserves

Share premium account

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

Profit and loss account

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


16.


Controlling party

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

Page 22