Caseware UK (AP4) 2024.0.164 2024.0.164 2025-02-232025-02-23No description of principal activity2024-02-24false00truefalsefalse 13489052 2024-02-23 13489052 2024-02-24 2025-02-23 13489052 2023-02-20 2024-02-25 13489052 2025-02-23 13489052 2024-02-25 13489052 2023-02-20 13489052 c:Director1 2024-02-24 2025-02-23 13489052 c:Director3 2024-02-24 2025-02-23 13489052 c:Director4 2024-02-24 2025-02-23 13489052 c:Director5 2024-02-24 2025-02-23 13489052 c:Director6 2024-02-24 2025-02-23 13489052 c:Director7 2024-02-24 2025-02-23 13489052 c:Director8 2024-02-24 2025-02-23 13489052 c:RegisteredOffice 2024-02-24 2025-02-23 13489052 d:CurrentFinancialInstruments 2025-02-23 13489052 d:CurrentFinancialInstruments 2024-02-25 13489052 d:Non-currentFinancialInstruments 2025-02-23 13489052 d:Non-currentFinancialInstruments 2024-02-25 13489052 d:CurrentFinancialInstruments d:WithinOneYear 2025-02-23 13489052 d:CurrentFinancialInstruments d:WithinOneYear 2024-02-25 13489052 d:Non-currentFinancialInstruments d:AfterOneYear 2025-02-23 13489052 d:Non-currentFinancialInstruments d:AfterOneYear 2024-02-25 13489052 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2025-02-23 13489052 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-02-25 13489052 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2025-02-23 13489052 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-02-25 13489052 d:ReportableOperatingSegment1 2024-02-24 2025-02-23 13489052 d:ReportableOperatingSegment1 2023-02-20 2024-02-25 13489052 d:ShareCapital 2025-02-23 13489052 d:ShareCapital 2024-02-25 13489052 d:ShareCapital 2023-02-20 13489052 d:SharePremium 2024-02-24 2025-02-23 13489052 d:SharePremium 2025-02-23 13489052 d:SharePremium 2024-02-25 13489052 d:SharePremium 2023-02-20 13489052 d:RetainedEarningsAccumulatedLosses 2024-02-24 2025-02-23 13489052 d:RetainedEarningsAccumulatedLosses 2025-02-23 13489052 d:RetainedEarningsAccumulatedLosses 2023-02-20 2024-02-25 13489052 d:RetainedEarningsAccumulatedLosses 2024-02-25 13489052 d:RetainedEarningsAccumulatedLosses 2023-02-20 13489052 c:OrdinaryShareClass1 2024-02-24 2025-02-23 13489052 c:OrdinaryShareClass1 2025-02-23 13489052 c:OrdinaryShareClass1 2024-02-25 13489052 c:FRS102 2024-02-24 2025-02-23 13489052 c:Audited 2024-02-24 2025-02-23 13489052 c:FullAccounts 2024-02-24 2025-02-23 13489052 c:PrivateLimitedCompanyLtd 2024-02-24 2025-02-23 13489052 d:Subsidiary1 2024-02-24 2025-02-23 13489052 d:Subsidiary1 1 2024-02-24 2025-02-23 13489052 d:Subsidiary2 2024-02-24 2025-02-23 13489052 d:Subsidiary2 1 2024-02-24 2025-02-23 13489052 d:Subsidiary3 2024-02-24 2025-02-23 13489052 d:Subsidiary3 1 2024-02-24 2025-02-23 13489052 d:Subsidiary4 2024-02-24 2025-02-23 13489052 d:Subsidiary4 1 2024-02-24 2025-02-23 13489052 d:Subsidiary5 2024-02-24 2025-02-23 13489052 d:Subsidiary5 1 2024-02-24 2025-02-23 13489052 d:Subsidiary6 2024-02-24 2025-02-23 13489052 d:Subsidiary6 1 2024-02-24 2025-02-23 13489052 d:Subsidiary7 2024-02-24 2025-02-23 13489052 d:Subsidiary7 1 2024-02-24 2025-02-23 13489052 d:Subsidiary8 2024-02-24 2025-02-23 13489052 d:Subsidiary8 1 2024-02-24 2025-02-23 13489052 d:Subsidiary9 2024-02-24 2025-02-23 13489052 d:Subsidiary9 1 2024-02-24 2025-02-23 13489052 2 2024-02-24 2025-02-23 13489052 6 2024-02-24 2025-02-23 13489052 e:PoundSterling 2024-02-24 2025-02-23 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 13489052










CILANTRO BIDCO LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 23 FEBRUARY 2025

 
CILANTRO BIDCO LTD
 
 
COMPANY INFORMATION


Directors
Fady Abouchalache 
Joseph Dib 
Steven Hill 
Patrick Marrinan 
Robin Rowland 
Stephen Wall 
Wayne Dejager 




Registered number
13489052



Registered office
39 Sloane Street

London

SW1X 9LP




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
CILANTRO BIDCO LTD
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 19


 
CILANTRO BIDCO LTD
 
 
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 Midco Limited.
The main trading subsidiary of Cilantro Bidco 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 9 to 11.

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.
 
Page 1

 
CILANTRO BIDCO LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 23 FEBRUARY 2025


Directors' statement of compliance with duty to promote the success of the Company
 
This statement, which form spart 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.



................................................
Patrick Marrinan
Director

Date: 14 August 2025

Page 2

 
CILANTRO BIDCO LTD
 
 
 
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 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 £2,907,824 (2024 - loss £2,483,596).

Directors

The directors who served during the period were:

Fady Abouchalache 
Joseph Dib 
Steven Hill 
Patrick Marrinan 
Robin Rowland 
Stephen Wall 
Wayne Dejager 

Page 3

 
CILANTRO BIDCO LTD
 
 
 
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.

Auditors

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

The auditorsHaysMac LLPwill 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.
 





................................................
Patrick Marrinan
Director

Date: 14 August 2025

Page 4

 
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 23 February 2025, 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 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 5

 
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 3, 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 6

 
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 regulations and fraud; 
Evaluating management’s controls designed to prevent and detect irregularities; 
Identifying and testing journals, 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 7

 
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
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

14 August 2025
Page 8

 
CILANTRO BIDCO LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 23 FEBRUARY 2025

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

  

Turnover
 3 
371,355
379,640

Gross profit
  
371,355
379,640

Administrative expenses
  
(130,675)
44,846

Operating profit
  
240,680
424,486

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

Interest payable and similar expenses
 7 
(4,449,737)
(4,209,315)

Loss before tax
  
(2,907,824)
(2,483,596)

Tax on loss
 8 
-
-

Loss for the financial period
  
(2,907,824)
(2,483,596)

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

The notes on pages 12 to 19 form part of these financial statements.

Page 9

 
CILANTRO BIDCO LTD
REGISTERED NUMBER: 13489052

STATEMENT OF FINANCIAL POSITION
AS AT 23 FEBRUARY 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 9 
27,932,157
27,932,157

Current assets
  

Debtors
 10 
18,934,775
17,318,070

  
18,934,775
17,318,070

Creditors: amounts falling due within one year
 11 
(10,164,249)
(3,682,219)

Net current assets
  
 
 
8,770,526
 
 
13,635,851

Total assets less current liabilities
  
36,702,683
41,568,008

Creditors: amounts falling due after more than one year
 12 
(44,393,456)
(46,350,957)

  

Net liabilities
  
(7,690,773)
(4,782,949)


Capital and reserves
  

Called up share capital 
 14 
976
976

Share premium account
 15 
96,525
96,525

Profit and loss account
 15 
(7,788,274)
(4,880,450)

  
(7,690,773)
(4,782,949)


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




................................................
Wayne Dejager
Director

Date: 14 August 2025

The notes on pages 12 to 19 form part of these financial statements.

Page 10

 
CILANTRO BIDCO LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 23 FEBRUARY 2025


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

£
£
£
£


At 20 February 2022
976
96,525
(2,396,854)
(2,299,353)



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



At 24 February 2024
976
96,525
(4,880,450)
(4,782,949)



Loss for the period
-
-
(2,907,824)
(2,907,824)


At 23 February 2025
976
96,525
(7,788,274)
(7,690,773)


The notes on pages 12 to 19 form part of these financial statements.

Page 11

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025

1.


General information

Cilantro Bidco Limited is a UK registered 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 judgement 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 23 February 2025 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 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.

Page 12

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025

2.Accounting policies (continued)

 
2.4

Interest income

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

 
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

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Debtors

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

 
2.8

Creditors

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


3.


Turnover

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


Period ended
23 February
Period ended
25 February
2025
2024
£
£

Management fee
371,355
379,640


All turnover arose within the United Kingdom.

Page 13

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025

4.


Auditors' remuneration

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


Period ended
23 February
Period ended
25 February
2025
2024
£
£

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
2,900
2,750

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 (2024 - £nil).


6.


Interest receivable

Period ended
23 February
Period ended
25 February
2025
2024
£
£


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


7.


Interest payable and similar expenses

Period ended
23 February
Period ended
25 February
2025
2024
£
£


Bank interest payable
571,266
497,145

Amortisation of loan arrangement fee
111,154
103,843

Interest on loans from group undertakings
3,767,317
3,608,327

4,449,737
4,209,315

Page 14

 
CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025

8.


Taxation



Factors affecting tax charge for the period

The tax assessed for the period is the same as (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

Period ended
23 February
Period ended
25 February
2025
2024
£
£


Loss on ordinary activities before tax
(2,907,824)
(2,483,597)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(726,956)
(604,833)


Expenses not deductible for tax purposes
964,564
842,176

Non-taxable income
(325,308)
(316,891)

Movement in deferred tax not recognised
-
(76,815)

Remeasurement of deferred tax for changes in tax rates
-
1,988

Group relief
87,700
154,375


9.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 24 February 2024
27,932,157



At 23 February 2025
27,932,157




Page 15

 
CILANTRO BIDCO LTD
 
 
 
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 2012 Limited
Holding Company
Ordinary shares
100%
Pho Holdings Limited *
Holding Company
Ordinary shares
100%
Pho Trading Limited *
Trading Company
Ordinary shares
100%
Pho Employment Limited *
Dormant Company
Ordinary shares
100%
Pho (Great Titchfield Street) Limited *
Dormant Company
Ordinary shares
100%
Pho (Westfield London) Limited *
Dormant Company
Ordinary shares
100%
Pho (Brighton) Limited *
Dormant Company
Ordinary shares
100%
Pho (Wardour Street) Limited *
Dormant Company
Ordinary shares
100%
Pho (Edinburgh) Limited *
Holding Company
Ordinary shares
100%

*indirect subsidiary
The registered office of all subsidiaries is 15 Clerkenwell Green, London, EC1R 0DP.


10.


Debtors

2025
2024
£
£

Due after more than one year

Amounts owed by group undertakings
18,934,775
17,318,070


£13m of the amounts owing by group undertakings balance is repayable on demand and subject to interest at 10%. The remaining amounts owed by group undertakings are repayable on demand and interest free. 

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CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025

11.


Creditors: amounts falling due within one year

2025
2024
£
£

Bank loans
877,799
1,438,831

Amounts owed to group undertakings
9,246,473
2,197,988

Accruals and deferred income
39,977
45,400

10,164,249
3,682,219


£9.2m of the amounts owing to group undertakings balance is repayable on demand and subject to interest at 5% (2023: £2.2m).
See note 13 for information on the external bank loans.


12.


Creditors: amounts falling due after more than one year

2025
2024
£
£

Bank loans
6,608,369
6,828,528

Amounts owed to group undertakings
37,785,087
39,522,429

44,393,456
46,350,957


£21.9m of the amounts owing to group undertakings balance is subject to interest at 10.25% plus SONIA. (2024: £21.9m). The remaining amount owing to group undertakings is interest free. The total balance is repayable in full in August 2031
See note 13 for further information on the external bank loans.

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CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025

13.


Bank loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Amounts falling due within one year

Bank loans
877,799
1,438,831

Amounts falling due 1-2 years

Bank loans
625,224
1,531,619

Amounts falling due 2-5 years

Bank loans
5,983,145
5,296,909


7,486,168
8,267,359


The bank loan comprises a Facility A, Facility B, Facility E and Facility F loan. During previous periods the full drawdown amounts of £3.5m on Facility A £5.3m on Facility B were taken and £840k on Facility F. At period end, £467k of the maximum £560k in facility E had been drawndown. 
Facility A, Facility B, Facility E and Facility F are all subject to interest at 6.75%.
Facility A is being repaid in monthly equal instalments of £68k over a 60 month period 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 being repaid in monthly equal instalments of £9.3k over a 60 month period. Facility F is 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.


14.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



97,600 (2024: 97,600) Ordinary shares of £0.01 each
976
976


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CILANTRO BIDCO LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025

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 19