ACCOUNTS - Final Accounts preparation

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

Period ended

23 February

Period ended

23 February

Registered number: 07915150

PHO 2012 LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 23 FEBRUARY 2025

PHO 2012 LIMITED

COMPANY INFORMATION

Directors	W J Dejager
	S Hill
	P Marrinan
	S Wall
	F Abouchalache
	J Dib
	R Rowland


Registered number	07915150


Registered office	15 Clerkenwell Green
	London
	EC1R 0DP


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

PHO 2012 LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Statement of Comprehensive Income	8
Balance Sheet	9
Statement of Changes in Equity	10
Notes to the Financial Statements	11 - 17

PHO 2012 LIMITED

STRATEGIC REPORT

FOR THE PERIOD ENDED 23 FEBRUARY 2025

Introduction

The Directors present their report and the financial statements for the period ended 23 Feb 2025.
The Company’s principal activity was that of a holding company and does not trade.
The Company's parent company is Cilantro Bidco Limited.
The main trading subsidiary of Pho 2012 Limited is Pho Trading Ltd, of which the principal activity is the operation of Vietnamese restaurants.

Business review

The trading results and balance sheet and other financial statements are shown on pages 8 to 10.

Key performance indicators

The company is a holding company and does not trade and as such does not have any financial or non-financial key performance indicators.
Principal risks and uncertainties
The Company, being a holding company with the main trading company in the Group being Pho Trading Limited is reliant on the subsidiary undertakings performance.

Directors' statement of compliance with duty to promote the success of the Company

This statement, which form part of the Strategic Report in intended to show how the Directors have approached and met their responsibilities under Section 172 of the Companies Act 2006 during the review. As required by section 172 the Directors have a duty to promote the success of the Company for the benefit of its members ad a whole, having regard to its stakeholders and the matters set out in Sections 172 as follows:
• 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.

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

................................................

P Marrinan

Director

Date: 14 August 2025

Page 1

PHO 2012 LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 23 FEBRUARY 2025

The directors present their report and the financial statements for the period ended 23 February 2025.

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 judgements 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 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.

Results and dividends

The loss for the period, after taxation, amounted to £1,304,368 (2024 - loss £1,349,038).

Directors

The directors who served during the period were:

W J Dejager

S Hill

P Marrinan

S Wall

F Abouchalache

J Dib

R Rowland

Page 2

PHO 2012 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 23 FEBRUARY 2025

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.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

On 18 November 2024, the Company’s auditors changed their name from Haysmacintyre LLP to HaysMac LLP.

The auditors, HaysMac 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.

................................................

P Marrinan

Director

Date: 14 August 2025

Page 3

PHO 2012 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO 2012 LIMITED

Opinion

We have audited the financial statements of Pho 2012 Limited (the 'Company') for the period ended 23 February 2025, 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 23 February 2025 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 4

PHO 2012 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO 2012 LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the 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 2, 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 5

PHO 2012 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO 2012 LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 noncompliance with laws and regulations related to regulatory requirements for the investment advisory business 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 and income tax.
We evaluated management's incentives and opportunities |or fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to revenue and 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 regulations and fraud;

∙Evaluating management’s controls designed to prevent and detect irregularities;

∙Identifying and testing journals, in particularthose journal entriesposted with unusal account combinations, postings by unusal users or with unusal descriptions; 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 6

PHO 2012 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHO 2012 LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.

Andrew Ball (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

14 August 2025

Page 7

PHO 2012 LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 23 FEBRUARY 2025

	Period ended 23 February	Period ended 23 February
	2025	2024
Note	£	£


Turnover	3	100,000	100,000
Administrative expenses		(422,803)	(432,536)
Operating loss		(322,803)	(332,536)
Interest receivable and similar income	6	917,683	774,727
Interest payable and similar expenses	7	(1,899,248)	(1,791,229)
Loss before tax		(1,304,368)	(1,349,038)
Loss for the financial period		(1,304,368)	(1,349,038)

There was no other comprehensive income for 2025 (2024:£nil).

The notes on pages 11 to 17 form part of these financial statements.

Page 8

PHO 2012 LIMITED

REGISTERED NUMBER: 07915150

BALANCE SHEET

AS AT 23 FEBRUARY 2025

		2025		2024
Note		£		£

Fixed assets
Investments	8		5,886,269		5,886,269
Current assets
Debtors: amounts falling due after more than one year	9	19,276,446		18,003,610
Debtors: amounts falling due within one year	9	-		331
Creditors: amounts falling due within one year	10	(1,519,289)		(967,398)
Net current assets			17,757,157		17,036,543
Total assets less current liabilities			23,643,426		22,922,812
Creditors: amounts falling due after more than one year	11		(23,738,800)		(21,713,818)

Net (liabilities)/assets			(95,374)		1,208,994

Capital and reserves
Called up share capital	13	821,545	821,545
Share premium account	14	381,919	381,919
Merger reserve	14	4,250,000	4,250,000
Profit and loss account	14	(5,548,838)	(4,244,470)
		(95,374)	1,208,994

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

W J Dejager

Director

Date: 14 August 2025

The notes on pages 11 to 17 form part of these financial statements.

Page 9

PHO 2012 LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 23 FEBRUARY 2025

	Called up share capital	Share premium account	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 20 February 2023	821,545	381,919	4,250,000	(6,774,539)	(1,321,075)

Loss for the period	-	-	-	(1,349,038)	(1,349,038)
Dividend received	-	-	-	3,879,107	3,879,107

At 24 February 2024	821,545	381,919	4,250,000	(4,244,470)	1,208,994

Loss for the period	-	-	-	(1,304,368)	(1,304,368)
At 23 February 2025	821,545	381,919	4,250,000	(5,548,838)	(95,374)

The notes on pages 11 to 17 form part of these financial statements.

Page 10

PHO 2012 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 23 FEBRUARY 2025

1.	General information

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

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 judgement in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

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.

2.3

Interest income

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

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

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.6

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.

2.7

Creditors

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

Page 11

PHO 2012 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 23 FEBRUARY 2025

2.Accounting policies (continued)

2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

	Management fee	100,000	100,000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements

4,700

4,400

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.

Employees

The Company has no employees other than the directors, who did not receive any remuneration from this company (2024 - £nil).

Page 12

PHO 2012 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 23 FEBRUARY 2025

	Interest receivable from group companies	917,683	774,727
		917,683	774,727

Bank interest payable	555,017	453,264
Loan arrangement fee release	42,998	36,732
Interest payable to group companies	1,301,233	1,301,233
	1,899,248	1,791,229

8.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	At 24 February 2024	5,886,269
	At 23 February 2025	5,886,269

Page 13

PHO 2012 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 23 FEBRUARY 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Purpose	Class of shares	Holding

Pho Holdings Limited	Holding Company	Ordinary	100%
Pho Trading Limited*	Trading Company	Ordinary	100*%
Pho Employment Limited*	Dormant Company	Ordinary	100*%
Pho (Great Titchfield Street) Limited*	Dormant Company	Ordinary	100*%
Pho (Westfield London) Limited*	Dormant Company	Ordinary	100*%
Pho (Brighton) Limited*	Dormant Company	Ordinary	100*%
Pho (Wardour Street) Limited*	Dormant Company	Ordinary	100*%
Pho (Edinburgh) Limited*	Holding Company	Ordinary	100%

* held indirectly
The registered office of all subsidiaries noted above is 15 Clerkenwell Green, London, EC1R 0DP.

Page 14

PHO 2012 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 23 FEBRUARY 2025

9.	Debtors
		2025	2024
		£	£

Due after more than one year
Amounts owed by group undertakings	19,276,446	18,003,610

					2025	2024
					£	£

Due within one year
Other debtors	-	331

The amounts owed by group undertakings are repayable in full in December 2026 and are subject to interest at 5% per annum on the year end balance.

10.	Creditors: amounts falling due within one year
		2025	2024
		£	£

Bank loans	1,497,511	945,741
Accruals and deferred income	21,778	21,657
	1,519,289	967,398

Please see note 12 for information on the bank loans.

11.	Creditors: amounts falling due after more than one year
		2025	2024
		£	£

Bank loans	4,801,558	4,454,275
Amounts owed to group undertakings	18,937,242	17,259,543
	23,738,800	21,713,818

£13m of the amounts owed to group undertakings is subject to interest at 10% and the remaining amounts owed to group undertakings is interest free. The full balance is repayable in December 2026.
Please see note 12 for information on the bank loans.

Page 15

PHO 2012 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 23 FEBRUARY 2025

Amounts falling due within one year
Bank loans	1,497,511	945,741
Amounts falling due 1-2 years
Bank loans	3,298,906	1,265,495
Amounts falling due 2-5 years
Bank loans	1,502,652	3,188,780
	6,299,069	5,400,016

The bank loans are comprised of a Facility C, Facility D, Facility G and Facility H loan. In previous periods, £4,594k of the £5,000k Facility C has been drawndown, the full £1m has been drawdown on Facility D, £58k of the £2,800k has been drawndown on Facility G and £87k of the £4,200k has been drawndown on Facility H.
Facility C is being repaid in monthly equal instalments of £104k over a 60 month period which includes interest and capital repayments. The £600k drawdown in Facility D is being repaid in monthly equal instalments of £18k over a 60 month period which includes interest and capital repayments. The remaining £400k drawdown in Facility D is repayable in full 60 months after it was drawndown, being August 2026 and interest payments of £2k are made monthly.
Facility G is being repaid in monthly equal instalments of £18k over a 60 month period. Facility H is repayable in full 60 months after it was drawndown, being April 2028 and interest payments of £11k 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 16

PHO 2012 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 23 FEBRUARY 2025

13.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

637,500 (2024 - 637,500) Ordinary 'D' non-voting shares of £0.670000 each	427,125	427,125
300,000 (2024 - 300,000) Ordinary 'E' shares of £0.330000 each	99,000	99,000
300,000 (2024 - 300,000) Ordinary 'F' shares of £0.330000 each	99,000	99,000
100,000 (2024 - 100,000) Ordinary 'H' shares of £0.330000 each	33,000	33,000
75,000 (2024 - 75,000) Ordinary 'J' shares of £0.330000 each	24,751	24,751
311,111 (2024 - 311,111) Ordinary 'K' shares of £0.330000 each	102,667	102,667
3,484,223 (2024 - 3,484,223) Ordinary 'L' shares of £0.000001 each	3	3
30,555 (2024 - 30,555) Ordinary 'M' shares of £1.170000 each	35,749	35,749
25,000 (2024 - 25,000) Ordinary 'N' shares of £0.010000 each	250	250

	821,545	821,545

14.

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.

Merger Reserve

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

Profit and loss account

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

15.	Controlling party

The immediate parent company is Cilantro Bidco Limited.
The smallest and largest group in which the results of the Company are consolidated is that headed by Cilantro Holding Limited, the ultimate controlling party, 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 17