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Registered number:
FOR THE PERIOD ENDED 23 FEBRUARY 2025
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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 23 FEBRUARY 2025
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 Pho 2012 Limited. The main trading subsidiary of Pho 2012 Limited is Pho Trading Ltd, of which the principal activity is the operation of Vietnamese restaurants.
The trading results and balance sheet and other financial statements are shown on pages 8 to 10.
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..
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 require 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.
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PHO HOLDINGS 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.
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 judgements 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 £36,965 (2024 - £35,112).
The directors who served during the period were:
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PHO HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 23 FEBRUARY 2025
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.
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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 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).
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 23 FEBRUARY 2025
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PHO HOLDINGS LIMITED
REGISTERED NUMBER: 06196861
BALANCE SHEET
AS AT 23 FEBRUARY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 17 form part of these financial statements.
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PHO HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 23 FEBRUARY 2025
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025
Pho Holdings Limited is a UK registered 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 judgement 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 2025 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 23 FEBRUARY 2025
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 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 23 FEBRUARY 2025
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 (2024: £35,000) for managing its investment.
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025
9.Taxation (continued)
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025
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PHO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 23 FEBRUARY 2025
Profit and loss account
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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