IRIS Accounts Production v23.4.0.336 10583935 Board of Directors 1.1.22 31.12.22 31.12.22 Pomelo Group Ltd (formerly Appfleet Ltd) has created a web and mobile application that allows businesses to accept payments both card present and card not present by combining Quick Response ('QR') and Near Field Communication ('NFC') technologies. We deploy our technology to banks where they deploy it in their respective markets. ++ Pomelo Group Ltd is authorised by the Financial Conduct Authority to provide payment services and issue electronic money (FCA reference number is 928018). false true true false false true false iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh105839352021-12-31105839352022-12-31105839352022-01-012022-12-31105839352020-12-31105839352021-01-012021-12-31105839352021-12-3110583935ns15:EnglandWales2022-01-012022-12-3110583935ns14:PoundSterling2022-01-012022-12-3110583935ns10:Director12022-01-012022-12-3110583935ns10:PrivateLimitedCompanyLtd2022-01-012022-12-3110583935ns10:SmallEntities2022-01-012022-12-3110583935ns10:Audited2022-01-012022-12-3110583935ns10:SmallCompaniesRegimeForDirectorsReport2022-01-012022-12-3110583935ns10:SmallCompaniesRegimeForAccounts2022-01-012022-12-3110583935ns10:FullAccounts2022-01-012022-12-3110583935ns10:Director22022-01-012022-12-3110583935ns10:Director32022-01-012022-12-3110583935ns10:Director42022-01-012022-12-3110583935ns10:Director52022-01-012022-12-3110583935ns10:CompanySecretary12022-01-012022-12-3110583935ns10:RegisteredOffice2022-01-012022-12-3110583935ns10:Director62022-01-012022-12-3110583935ns5:CurrentFinancialInstruments2022-12-3110583935ns5:CurrentFinancialInstruments2021-12-3110583935ns5:Non-currentFinancialInstruments2022-12-3110583935ns5:Non-currentFinancialInstruments2021-12-3110583935ns5:PlantMachinery2022-01-012022-12-3110583935ns5:OwnedAssets2022-01-012022-12-3110583935ns5:OwnedAssets2021-01-012021-12-3110583935ns5:PlantMachinery2021-12-3110583935ns5:PlantMachinery2022-12-3110583935ns5:PlantMachinery2021-12-3110583935ns5:CostValuation2021-12-3110583935ns5:AdditionsToInvestments2022-12-3110583935ns5:CostValuation2022-12-3110583935ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3110583935ns5:CurrentFinancialInstrumentsns5:WithinOneYear2021-12-3110583935ns5:Non-currentFinancialInstrumentsns5:AfterOneYear2022-12-3110583935ns5:Non-currentFinancialInstrumentsns5:AfterOneYear2021-12-311058393512022-01-012022-12-31
REGISTERED NUMBER: 10583935 (England and Wales)















REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

POMELO GROUP LTD

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3

Income Statement 6

Other Comprehensive Income 7

Balance Sheet 8

Statement of Changes in Equity 9

Notes to the Financial Statements 10


POMELO GROUP LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2022







DIRECTORS: V K T Choi
T D'Hondt
E A Sagi
E Schreider
S M J Verraest





SECRETARY:





REGISTERED OFFICE: Level 39 One Canada Square
London
E14 5AB





REGISTERED NUMBER: 10583935 (England and Wales)





AUDITORS: Macalvins Limited
Chartered Accountants
and Statutory Auditors
7 St John's Road
Harrow
Middlesex
HA1 2EY

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

V K T Choi
T D'Hondt
E A Sagi
S M J Verraest

Other changes in directors holding office are as follows:

E Schreider - appointed 25 February 2022
F Sapronov - resigned 25 February 2022

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Macalvins Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





V K T Choi - Director


27 March 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
POMELO GROUP LTD

Opinion
We have audited the financial statements of Pomelo Group Ltd (the 'company') for the year ended 31 December 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 31 December 2022 and of its loss for the year 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 UK, including the FRC'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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
POMELO GROUP LTD


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 Report of the Directors.

We have nothing to report in respect of the following matters where 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; or
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The nature of the industry and sector, control environment and business performance including the design of the company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;
- results of our enquiries of management about their own identification and assessment of the risks of irregularities;
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
These matters were discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
POMELO GROUP LTD


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 a Report of the Auditors 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.




Pankaj Rajani (Senior Statutory Auditor)
for and on behalf of Macalvins Limited
Chartered Accountants
and Statutory Auditors
7 St John's Road
Harrow
Middlesex
HA1 2EY

27 March 2024

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

2022 2021
Notes £    £   

TURNOVER 1,351,543 2,769,859

Cost of sales 375,533 2,099,994
GROSS PROFIT 976,010 669,865

Administrative expenses 6,284,800 2,846,938
(5,308,790 ) (2,177,073 )

Other operating income 81,848 40,550
OPERATING LOSS 4 (5,226,942 ) (2,136,523 )


Interest payable and similar expenses 32,053 21,682
LOSS BEFORE TAXATION (5,258,995 ) (2,158,205 )

Tax on loss (771,234 ) (330,630 )
LOSS FOR THE FINANCIAL YEAR (4,487,761 ) (1,827,575 )

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022 2021
Notes £    £   

LOSS FOR THE YEAR (4,487,761 ) (1,827,575 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(4,487,761

)

(1,827,575

)

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

BALANCE SHEET
31 DECEMBER 2022

2022 2021
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 5 20,545 30,155
Investments 6 2,066,896 591,838
2,087,441 621,993

CURRENT ASSETS
Debtors 7 2,057,932 7,097,727
Cash at bank 230,384 560,317
2,288,316 7,658,044
CREDITORS
Amounts falling due within one year 8 1,834,333 5,543,815
NET CURRENT ASSETS 453,983 2,114,229
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,541,424

2,736,222

CREDITORS
Amounts falling due after more than one year 9 936,026 -
NET ASSETS 1,605,398 2,736,222

CAPITAL AND RESERVES
Called up share capital 390,726 293,074
Share premium Account 8,692,321 5,986,883
Other reserves 269,601 21,232
Retained earnings (7,747,250 ) (3,564,967 )
1,605,398 2,736,222

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2024 and were signed on its behalf by:





V K T Choi - Director


POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022

Called up Share
share Retained premium Other Total
capital earnings Account reserves equity
£    £    £    £    £   
Balance at 1 January 2021 221,281 (1,727,878 ) 1,910,491 - 403,894

Changes in equity
Deficit for the year - (1,827,575 ) - - (1,827,575 )
Other comprehensive income - (9,514 ) - 21,232 11,718
Total comprehensive income - (1,837,089 ) - 21,232 (1,815,857 )
Issue of share capital 71,793 - 4,076,392 - 4,148,185
Balance at 31 December 2021 293,074 (3,564,967 ) 5,986,883 21,232 2,736,222

Changes in equity
Deficit for the year - (4,487,761 ) - - (4,487,761 )
Other comprehensive income - - - 248,369 248,369
Total comprehensive income - (4,487,761 ) - 248,369 (4,239,392 )
Issue of share capital 97,652 - 2,705,438 - 2,803,090
Total transactions with owners,
recognised directly in equity

97,652

-

2,705,438

-

2,803,090
Balance at 31 December 2022 390,726 (8,052,728 ) 8,692,321 269,601 1,299,920

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1. STATUTORY INFORMATION

Pomelo Group Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery etc - 33% on cost

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2021 - 16 ) .

4. OPERATING LOSS

The operating loss is stated after charging:

2022 2021
£    £   
Depreciation - owned assets 11,928 8,698

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

5. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 January 2022 50,515
Additions 12,080
Disposals (17,699 )
At 31 December 2022 44,896
DEPRECIATION
At 1 January 2022 20,360
Charge for year 11,928
Eliminated on disposal (7,937 )
At 31 December 2022 24,351
NET BOOK VALUE
At 31 December 2022 20,545
At 31 December 2021 30,155

6. FIXED ASSET INVESTMENTS
Other
investments
£   
COST
At 1 January 2022 591,838
Additions 1,475,058
At 31 December 2022 2,066,896
NET BOOK VALUE
At 31 December 2022 2,066,896
At 31 December 2021 591,838

7. DEBTORS
2022 2021
£    £   
Amounts falling due within one year:
Trade debtors 4,851 31,700
Other debtors 1,800,967 5,894,519
1,805,818 5,926,219

Amounts falling due after more than one year:
Amounts owed by group undertakings 193,178 1,166,468
Other debtors 58,936 5,040
252,114 1,171,508

Aggregate amounts 2,057,932 7,097,727

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade creditors 473,063 116,273
Taxation and social security 132,258 26,833
Other creditors 1,229,012 5,400,709
1,834,333 5,543,815

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2022 2021
£    £   
Bank loans 645,571 -
Amounts owed to group undertakings 290,455 -
936,026 -

Amounts falling due in more than five years:

Repayable by instalments
Bank Loans due after more than
5 years 645,571 -
645,571 -

10. POST BALANCE SHEET EVENTS

6,748,923 Series A preferred shares were allotted as part of the Subscription and Shareholders agreement dated 23 December 2022 in the year but were fully paid in January 2023.