Registered number:
FOR THE PERIOD ENDED 25 FEBRUARY 2024
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PHO HOLDINGS LIMITED
COMPANY INFORMATION
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PHO HOLDINGS LIMITED
CONTENTS
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PHO HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 25 FEBRUARY 2024
Pho Holdings 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.
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 profit of £35,000 (2023: loss of £30,953). 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.
The only relevant measure for the Company are 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.
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PHO HOLDINGS LIMITED
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.
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PHO HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024
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.
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PHO HOLDINGS LIMITED
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.
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PHO HOLDINGS LIMITED
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:
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PHO HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024
This report was approved by the board and signed on its behalf.
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PHO HOLDINGS LIMITED
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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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 2006. They 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.
The profit for the period, after taxation, amounted to £35,112 (2023 - loss £68,854).
The directors who served during the period were:
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PHO HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024
The auditors, Haysmacintyre LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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PHO HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO HOLDINGS LIMITED
We have audited the financial statements of Pho Holdings Limited (the 'Company') for the period ended 25 February 2024, 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 policies. The 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).
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.
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.
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PHO HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO HOLDINGS LIMITED (CONTINUED)
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.
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.
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.
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PHO HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO HOLDINGS LIMITED (CONTINUED)
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.
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PHO HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO HOLDINGS LIMITED (CONTINUED)
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 2006. Our 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.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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PHO HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 25 FEBRUARY 2024
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PHO HOLDINGS LIMITED
REGISTERED NUMBER: 06196861
BALANCE SHEET
AS AT 25 FEBRUARY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 16 to 21 form part of these financial statements.
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PHO HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 25 FEBRUARY 2024
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024
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
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company 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 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:
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.
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024
2.Accounting policies (continued)
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 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.
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024
2.Accounting policies (continued)
Investments are valued at cost less accumulated impairment. At each period end, management are required to assess whether there is any impairment required in relation to the investment valuation. This assessment involves reviewing the net asset position of the subsidiary and the fair value of the investment held. This assessment involves judgement and subjectivity.
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 (2023: £35,000) for managing its investment which is wholly undertaken in the United Kingdom.
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024
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 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.
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