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Company registration number: 03656835
Pomona Europe Ltd
Financial statements
31 December 2023
Pomona Europe Ltd
Contents
Directors and other information
Strategic report
Directors report
Independent auditor's report to the members
Statement of income and retained earnings
Statement of financial position
Statement of cash flows
Notes to the financial statements
Pomona Europe Ltd
Directors and other information
Directors Mr Sebastien Bowen
Mr Michael Granoff
Mr John Stephens
Company number 03656835
Registered office 80 Brook Street
London
W1K 5EG
Business address 80 Brook Street
London
W1K 5EG
Auditor Henry Reeves & Co Limited
11 Albion Place
Maidstone
Kent
ME14 5DY
Accountants PG Lemon LLP
22-26 Bank Street
Herne Bay
Kent
CT6 5EA
Pomona Europe Ltd
Strategic report
Year ended 31 December 2023
Overview of business
Pomona Europe Limited is a non trading company. The company is the UK based parent company of its 100% owned subsidiary Pomona Europe Advisers Limited which is FCA Regulated.
Financial results
The costs incurred for the year are the professional fees required to keep the company in its non trading status.
The company has not identified any principal risks or uncertainties that are likely to have a material effect on its operations in the next year.
This report was approved by the board of directors on 30 May 2024 and signed on behalf of the board by:
Mr John Stephens
Director
Pomona Europe Ltd
Directors report
Year ended 31 December 2023
The directors present their report and the financial statements of the company for the year ended 31 December 2023.
Directors
The directors who served the company during the year were as follows:
Mr Sebastien Bowen
Mr Michael Granoff
Mr John Stephens
Dividends
The directors do not recommend the payment of a dividend.
Future developments
There are no expectations that the company's role within the group is going to change in the foreseeable future.
Financial instruments
See notes to the accounts.
Events after the end of the reporting period
There are no disclosable events after the end of the reporting period
Directors responsibilities statement
The directors are responsible for preparing the strategic report, 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 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 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 judgments 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; and
- 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.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This report was approved by the board of directors on 30 May 2024 and signed on behalf of the board by:
Mr John Stephens
Director
Pomona Europe Ltd
Independent auditor's report to the members of
Pomona Europe Ltd
Year ended 31 December 2023
Opinion
We have audited the financial statements of Pomona Europe Ltd (the 'company') for the year ended 31 December 2023 which comprise the statement of income and retained earnings, statement of financial position, statement of cash flows 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 FRS 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 2023 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 auditor’s 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' report has 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 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 the 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, 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.
Auditor's 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 auditor’s 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: a) Identification with management of significant laws and regulations relating to the company, and how the company maintains compliance.b) Considering the competences, independence and integrity of individuals within the company to identify and recognise non-compliance with laws and regulations.c) Requesting management confirm and outline any instances of actual, suspected or alleged fraud in the year. This forms part of the company's representations to us.d) Reviewing the company's internal control processes by way of substantive testing. The reasonable implementation of these processes would mitigate the likelihood of fraud. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. we also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
Stuart Relf FCCA (Senior Statutory Auditor)
For and on behalf of
Henry Reeves & Co Limited
Chartered Certified Accountants and Registered Auditor
11 Albion Place
Maidstone
Kent
ME14 5DY
30 May 2024
Pomona Europe Ltd
Statement of income and retained earnings
Year ended 31 December 2023
2023 2022
Note £ £
Turnover - -
Other operating expenses ( 4,292) ( 4,266)
_______ _______
Operating loss 4 ( 4,292) ( 4,266)
_______ _______
Loss before taxation ( 4,292) ( 4,266)
Tax on loss - -
_______ _______
Loss for the financial year and total comprehensive income ( 4,292) ( 4,266)
_______ _______
Retained earnings at the start of the year 144,428 148,694
_______ _______
Retained earnings at the end of the year 140,136 144,428
_______ _______
All the activities of the company are from continuing operations.
Pomona Europe Ltd
Statement of financial position
31 December 2023
2023 2022
Note £ £ £ £
Fixed assets
Investments 6 50,000 50,000
_______ _______
50,000 50,000
Current assets
Debtors 7 95,731 99,957
Cash at bank and in hand 25 91
_______ _______
95,756 100,048
Creditors: amounts falling due
within one year 8 ( 5,520) ( 5,520)
_______ _______
Net current assets 90,236 94,528
_______ _______
Total assets less current liabilities 140,236 144,528
_______ _______
Net assets 140,236 144,528
_______ _______
Capital and reserves
Called up share capital 10 100 100
Profit and loss account 11 140,136 144,428
_______ _______
Shareholders funds 140,236 144,528
_______ _______
These financial statements were approved by the board of directors and authorised for issue on 30 May 2024 , and are signed on behalf of the board by:
Mr John Stephens
Director
Company registration number: 03656835
Pomona Europe Ltd
Statement of cash flows
Year ended 31 December 2023
2023 2022
£ £
Cash flows from operating activities
Loss for the financial year ( 4,292) ( 4,266)
Changes in:
Trade and other debtors 4,226 4,300
_______ _______
Cash generated from operations ( 66) 34
_______ _______
Net cash (used in)/from operating activities ( 66) 34
_______ _______
Net increase/(decrease) in cash and cash equivalents ( 66) 34
Cash and cash equivalents at beginning of year 91 57
_______ _______
Cash and cash equivalents at end of year 25 91
_______ _______
Pomona Europe Ltd
Notes to the financial statements
Year ended 31 December 2023
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 80 Brook Street, London, W1K 5EG.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Fixed asset investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
4. Operating loss
Operating loss is stated after charging/(crediting):
2023 2022
£ £
Fees payable for the audit of the financial statements 3,120 3,120
_______ _______
5. Employee numbers
The average number of persons employed by the company, including directors, during the year amounted to 3 (2022:3).
6. Investments
Shares in group undertakings Total
£ £
Cost
At 1 January 2023 and 31 December 2023 50,000 50,000
_______ _______
Impairment
At 1 January 2023 and 31 December 2023 - -
_______ _______
Carrying amount
At 31 December 2023 50,000 50,000
_______ _______
At 31 December 2022 50,000 50,000
_______ _______
Investments in group undertakings
Registered office Class of share Percentage of shares held
Subsidiary undertakings
Pomona Europe Advisers Ltd 80 Brook Street, London, W1K 5EG Ordinary 100
7. Debtors
2023 2022
£ £
Amounts owed by group undertakings 95,631 99,857
Other debtors 100 100
_______ _______
95,731 99,957
_______ _______
8. Creditors: amounts falling due within one year
2023 2022
£ £
Accruals and deferred income 5,520 5,520
_______ _______
9. Financial instruments
The carrying amount for each category of financial instrument is as follows:
2023 2022
£ £
Financial assets that are debt instruments measured at amortised cost
Other debtors 95,630 99,856
Cash at bank and in hand 25 91
_______ _______
95,655 99,947
_______ _______
Financial assets that are equity instruments measured at cost less impairment
Unlisted investments 50,000 50,000
_______ _______
Financial liabilities measured at amortised cost
Other creditors 5,520 5,520
_______ _______
10. Called up share capital
Issued, called up and fully paid
2023 2022
No £ No £
Ordinary shares of £ 1.00 each 100 100 100 100
_______ _______ _______ _______
There is only one class of share in issue. Each share is entitled to one vote. There are no restrictions on the distribution of dividends and repayment of capital.
11. Reserves
The profit and loss account represents cumulative profits and losses net of dividends and other adjustments. This reserve is fully distributable.
12. Related party transactions
During the year the company entered into the following transactions with related parties:
Transaction value Balance owed by/(owed to)
2023 2022 2023 2022
£ £ £ £
Entities with control, joint control or significant influence over the entity - - 8,375 8,375
Entities over which the entity has control, joint control or significant influence 4,226 4,300 87,256 91,482
_______ _______ _______ _______
Related party transactions, and amounts owed by related companies at the year end, are incurred from trading activity by those companies only. The directors are confident that sums owed to Pomona Europe Ltd will be repaid in full, as such year end balances are not secured or guaranteed.
13. Controlling party
Pomona Management LLC, a company registered and based in the USA owns 100 £1 ordinary shares in Pomona Europe Ltd, which equates to 100% of the issued share capital. The ultimate parent company is Voya Financial Inc. whose details are included in Note 14.
14. Group accounts
The company has made use of the exemption to prepare and deliver group accounts as it heads a small group and these figures will be consolidated into the financial statements of the ultimate parent company Voya Financial, Inc. The ultimate parent company is based in the USA with address 230 Park Avenue, New York, NY 10169. It is registered in Delaware and is listed on the New York Stock Exchange.