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REGISTERED NUMBER: 10583935 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

POMELO GROUP LTD

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company information 1

Group strategic report 2

Report of the directors 5

Directors' responsibilities statement 8

Report of the independent auditors 9

Consolidated statement of comprehensive income 13

Consolidated balance sheet 14

Company balance sheet 15

Consolidated statement of changes in equity 16

Company statement of changes in equity 17

Consolidated cash flow statement 18

Notes to the consolidated cash flow statement 19

Notes to the consolidated financial statements 20


POMELO GROUP LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







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





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)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their Strategic Report for the year ended 31 December 2023.

REVIEW OF BUSINESS
At Pomelo Group, our aim is to help businesses accept payments without the use of additional hardware. Our aim is to help them take payments across any of their customer touchpoints, with customers able to pay with whichever method they prefer.

In 2021, the Financial Conduct Authority ('FCA') granted Pomelo Group an authorised e-money institution licence. With this we have helped businesses in a much deeper way by reducing further frictions that exist in the payment ecosystem. As we continue into 2024 and beyond, our mission is to improve the lives of business owners through helping them access affordable financial services by deploying Pomelo’s solution via our clients.

PRINCIPAL RISKS AND UNCERTAINTIES

Macroeconomic risk
Pomelo Group's business is sensitive to global macroeconomic conditions as revenue is linked to the volume processed in each of the regions that we are deployed. During 2023, Pomelo was exposed to macroeconomic risks in some of the countries that we have deployed our solution. This exposure is limited to the speed of the rollout of our products and this affects the entire markets where this exposure exists.

Operational risk
As Pomelo Group is a growing company, the pace of growth means that there are operational risks where nearly all the employees hold key functions in order for the Group to provide an uninterrupted service. The Group has taken careful steps in assessing its operational capacity and the cost base required to meet these requirements.

Third party risk
Pomelo Group is reliant on a number of third parties such as payment processing, Know Your Customer/ Know Your Business ('KYC/KYB') services and foreign exchange services. The Group mitigates these risks through an assessment of all third parties including their financial and operational status. Senior management assesses on a regular basis whether our third parties pose a significant risk to the Group.

Funding risk
Pomelo Group is subject to market conditions when seeking external funding. The Group is exposed to the risk that the existing shareholders do not provide additional funding, however, they have provided additional funding when needed. To mitigate this, Pomelo Group has returned to profitability in 2024 and continue to deploy a strategy where the business growth is fuelled from retained earnings.

Foreign exchange risk
Pomelo Group operates in a number of countries and processes multi-currency payments. The Group has the appropriate hedging policies in place and monitors the potential exposures that could impact our operational finances.

Financial key performance indicators
The key performance indicators for Pomelo Group are volumes processed. In 2023, the volumes compared to 2022 grew by 40%, processing over USD1.5bn for the first time.


POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

PRINCIPAL RISKS AND UNCERTAINTIES
Directors' statement of compliance with duty to promote the success of the Group
The Directors of the Group must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:

'A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard amongst other matters to:

- The likely consequences of any decisions in the long-term;

- The interests 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 environment;

- The desirability of the company maintaining a reputation for high standards of business conduct; and

- The need to act fairly as between shareholders of the Company.'

Pomelo Group's success is dependent on our relationships with our stakeholders. When making business decisions, the Board is mindful of its responsibilities under s172(1) of the Companies Act 2006 to promote the success of the company having regard to its range of stakeholders, as discussed below.

Likely consequences of any decision in the long term
Pomelo Group's Board of Directors and its committees consider the long-term potential consequences of any decision on its stakeholder groups and the same consideration is given by all the Group's businesses in different regions. The Board is provided on a regular basis with information regarding key decisions, material risks and business performance updates.

Interest of employees
Pomelo Group is an employee-led organisation globally. We have a strong emphasis on attracting, retaining and developing the most talented individuals and help them reach their potential. The Board of Directors and senior management are committed to creating a workplace that allows for employees to have career progression, a safe environment which promotes employee well-being and pay and benefits that are attractive in all regions that we operate.

The company's business relationships with suppliers, customers and others

Our customers
Our feature suite has been built through the feedback of the businesses that use us. Through this feedback our internal product and development teams build solutions in-house and we monitor our reviews through Trustpilot and other customer interviews which informs the Directors' decision-making in what to prioritise.

Our partners and suppliers
Payments industry is highly interconnected and Pomelo Group prides itself on having strong relationships with our partners and suppliers, which the Board of Directors foster on an ongoing basis. We treat all our partners and suppliers fairly and openly.

Our investors
Our investors do more than support us financially and we value their advice and opinions as they are important to us. The Board of Directors have frequent dialogue with all shareholders covering topics such as financial performance, funding updates, strategy and culture.

Impact of operations on the community and the environment
Under the direction of the Board, we work closely with our partners globally in ensuring that our operations impact the community and environment in a positive manner. Our product, by the nature of the problem we solve, is to help communities thrive especially in emerging markets where the difference we can make with small gains has huge impact in these communities.

Maintain a reputation for high standards of business conduct
We place high emphasis on maintaining the highest standard of business conduct with regulators, schemes and partners. We have and will continually invest in ensuring that we are compliant with all laws in the countries that we operate in and our Board of Directors monitors compliance with laws and regulation on an ongoing basis. We require that all employees complete appropriate annual trainings at all levels that is appropriate to their roles.




POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Act fairly as between members of company
Pomelo Group is committed to acting fairly with its members and being transparent in its activities and directions. As noted above, the Board of Directors have frequent dialogue with all shareholders.

ON BEHALF OF THE BOARD:





S M J Verraest - Director


15 November 2024

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their report and the financial statements for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
Pomelo Group Ltd has created a payment infrastructure for financial institutions globally that helps businesses via the web and mobile application 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).

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

RESULTS

The loss for the year, after taxation, amounted to £553,119 (2022 - Loss £5,351,730).

POST BALANCE SHEET EVENTS
The entity cleared its R&D advance facility loan amounting to £549,010 in January 2024.

The Directors loan amounting to £81,054 was cleared in full in August 2024.

£112,775 relating to a creditor present within other creditors was cleared in July 2024.

£278,925 worth of trade creditors overdue for longer than 90 days were paid in full post year end.

The entity received $3,934,899 of external venture capital funding between June and October 2024.

As Pomelo seeks to capitalise on its positive trajectory, The Board has hired an experienced CEO to join the team and lead it through the next stage of its growth. Steve Vickers has 30 years leadership experience in technology companies, including Grab, Paysend, Xiaomi, Thunes, and Navteq. He is also an ex-McKinsey consultant with an MBA from MIT and BA from Oxford University.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

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


POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023

GOING CONCERN
During the year, the Group made total comprehensive losses of £553,119 (2022 - £5,351,730). Despite this, the directors have thoroughly evaluated the Group's capacity to continue as a going concern.

This evaluation is based on positive trading results subsequent to the year-end, as well as the Group's robust cash flow and regulatory capital forecasts. Our operational strategies, particularly the reinforcement of key teams, are designed not only to sustain our current operations but to build a platform for consistent growth, taking into consideration potential adverse conditions.

The directors have a justified confidence that the Group will have adequate funds to discharge their liabilities as they fall due for a minimum period of 12 months from the date these financial statements are authorised.

The preparation of the financial statements on a going concern basis reflects this confidence. Moreover, the directors are optimistic about the Group as it has recently expanded into new markets through our clients, which strengthens our belief in the operational robustness and capital sufficiency required to fulfil our contractual commitments.

The latter half of 2023 marked a return to profitability for the group which has extended into Q1 2024. This remarkable recovery is a testament to the Group's resilient operational model and strategic initiatives.

Additionally, the entity received $3.9m of external venture capital funding between June and October 2024 providing further strength to the going concern basis.

The directors are bolstered by this positive momentum, which is consistent with our cash flow forecasts and strategic business objectives. The alignment of this progress with our projections reinforces our confidence in the Group's operational sustainability and financial viability.

FUTURE DEVELOPMENTS
Looking forward into 2024 and beyond, Pomelo Group Ltd’s priority future developments are as follows:

- Investment into existing operations to increase the capacity of the operating model to meet the growing demands from our clients;
- Further optimisation of the cost base to maximise efficiencies in our operating model as the Group will be rolling out in at least two more countries in 2024;
- Fundraise towards the end of 2024 if market conditions are favourable to continually fuel our growth and expansion across the region.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Details provided in the Strategic Report.

MATTERS COVERED IN THE GROUP STRATEGIC REPORT
Where necessary, disclosures relating to principal risks & uncertainties have been made in the Strategic Report and have not been repeated here in accordance with Section 414C of the Companies Act 2006.

DISCLOSURE OF INFORMATION TO AUDITOR
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 group'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 group's auditors are aware of that information.

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 and the Group's auditor is 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 and the Group's auditor is aware of that information.

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


AUDITORS
The auditor, Macalvins, 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.

ON BEHALF OF THE BOARD:





S M J Verraest - Director


15 November 2024

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies for the Group'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; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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


Opinion
We have audited the financial statements of Pomelo Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated statement of comprehensive income, Consolidated balance sheet, Company balance sheet, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated cash flow statement and Notes to the consolidated cash flow statement, 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 group's and of the parent company affairs as at 31 December 2023 and of the group's 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 group 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 group's and the parent 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 Group strategic report, the Report of the directors and the Directors' responsibilities statement, 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 Group strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group strategic report and the Report of the directors have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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 Group strategic report.

Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page eight, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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


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:

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.

Based on our understanding of the company, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

" Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
" Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
" Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
" Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation and the Companies Act 2006.

In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to research and development costs capitalized and to impairment of non-current assets, revenue recognition (which we pinpointed to the cut-off) and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
" Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
" Gaining an understanding of the internal controls established to mitigate risks related to fraud;
" Discussing amongst the engagement team the risks of fraud; and
" Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

The risks of material misstatement that had the greatest effect on our audit is the going concern.

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/auditors responsibilities. 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.




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

15 November 2024

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £    £   

TURNOVER 3 3,703,940 1,665,106

Cost of sales 897,119 434,281
GROSS PROFIT 2,806,821 1,230,825

Administrative expenses 3,349,068 7,273,194
(542,247 ) (6,042,369 )

Other operating income 46,076 187,369
OPERATING LOSS 5 (496,171 ) (5,855,000 )

Interest receivable and similar income 2 2
(496,169 ) (5,854,998 )

Interest payable and similar expenses 126,742 32,122
LOSS BEFORE TAXATION (622,911 ) (5,887,120 )

Tax on loss 7 10,483 (766,534 )
LOSS FOR THE FINANCIAL YEAR (633,394 ) (5,120,586 )

OTHER COMPREHENSIVE INCOME
Currency translation differences 80,275 (231,144 )
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

80,275

(231,144

)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(553,119

)

(5,351,730

)

Loss attributable to:
Owners of the parent (633,394 ) (5,120,586 )

Total comprehensive income attributable to:
Owners of the parent (553,119 ) (5,351,730 )

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 9 19,543 58,112
Investments 10 - -
19,543 58,112

CURRENT ASSETS
Debtors 11 1,269,375 1,973,390
Cash at bank and in hand 84,925 231,473
1,354,300 2,204,863
CREDITORS
Amounts falling due within one year 12 1,078,815 1,935,980
NET CURRENT ASSETS 275,485 268,883
TOTAL ASSETS LESS CURRENT
LIABILITIES

295,028

326,995

CREDITORS
Amounts falling due after more than one year 13 880,621 977,182
NET LIABILITIES (585,593 ) (650,187 )

CAPITAL AND RESERVES
Called up share capital 15 461,828 390,726
Share premium Account 9,238,932 8,692,321
Other reserves 269,601 269,601
Retained earnings (10,555,954 ) (10,002,835 )
(585,593 ) (650,187 )

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 15 November 2024 and were signed on its behalf by:





S M J Verraest - Director


POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

COMPANY BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 9 3,758 20,545
Investments 10 1,995,438 2,066,896
1,999,196 2,087,441

CURRENT ASSETS
Debtors 11 1,347,329 2,057,932
Cash at bank 83,771 230,384
1,431,100 2,288,316
CREDITORS
Amounts falling due within one year 12 901,725 1,502,722
NET CURRENT ASSETS 529,375 785,594
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,528,571

2,873,035

CREDITORS
Amounts falling due after more than one year 13 1,557,202 1,267,637
NET ASSETS 971,369 1,605,398

CAPITAL AND RESERVES
Called up share capital 15 461,828 390,726
Share premium Account 9,238,932 8,692,321
Other reserves 269,601 269,601
Retained earnings (8,998,992 ) (7,747,250 )
971,369 1,605,398

Company's loss for the financial year (1,251,742 ) (4,182,283 )

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 15 November 2024 and were signed on its behalf by:





S M J Verraest - Director


POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up Share
share Retained premium Other Total
capital earnings Account reserves equity
£    £    £    £    £   
Balance at 1 January 2022 293,074 (4,651,105 ) 5,986,883 21,232 1,650,084

Changes in equity
Deficit for the year - (5,120,586 ) - - (5,120,586 )
Other comprehensive income - (231,144 ) - 248,369 17,225
Total comprehensive income - (5,351,730 ) - 248,369 (5,103,361 )
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 (10,002,835 ) 8,692,321 269,601 (650,187 )

Changes in equity
Deficit for the year - (633,394 ) - - (633,394 )
Other comprehensive income - 80,275 - - 80,275
Total comprehensive income - (553,119 ) - - (553,119 )
Issue of share capital 71,102 - 546,611 - 617,713
Total transactions with owners,
recognised directly in equity

71,102

-

546,611

-

617,713
Balance at 31 December 2023 461,828 (10,555,954 ) 9,238,932 269,601 (585,593 )

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up Share
share Retained premium Other Total
capital earnings Account reserves equity
£    £    £    £    £   
Balance at 1 January 2022 293,074 (3,564,967 ) 5,986,883 21,232 2,736,222

Changes in equity
Deficit for the year - (4,182,283 ) - - (4,182,283 )
Other comprehensive income - - - 248,369 248,369
Total comprehensive income - (4,182,283 ) - 248,369 (3,933,914 )
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 (7,747,250 ) 8,692,321 269,601 1,605,398

Changes in equity
Deficit for the year - (1,251,742 ) - - (1,251,742 )
Total comprehensive income - (1,251,742 ) - - (1,251,742 )
Issue of share capital 71,102 - 546,611 - 617,713
Total transactions with owners,
recognised directly in equity

71,102

-

546,611

-

617,713
Balance at 31 December 2023 461,828 (8,998,992 ) 9,238,932 269,601 971,369

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (713,317 ) (4,220,264 )
Interest paid (126,742 ) (32,122 )
Tax paid (10,483 ) 766,534
Net cash from operating activities (850,542 ) (3,485,852 )

Cash flows from investing activities
Purchase of tangible fixed assets - (68,484 )
Sale of tangible fixed assets 6,004 -
Interest received 2 -
Net cash from investing activities 6,006 (68,484 )

Cash flows from financing activities
Share issue 617,713 2,803,091
Net cash from financing activities 617,713 2,803,091

Decrease in cash and cash equivalents (226,823 ) (751,245 )
Cash and cash equivalents at beginning of year 2 231,473 1,213,862
Effect of foreign exchange rate changes 80,275 (231,144 )
Cash and cash equivalents at end of year 2 84,925 231,473

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023


1. RECONCILIATION OF LOSS FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2023 2022
£    £   
Loss for the financial year (633,394 ) (5,120,586 )
Depreciation charges 19,362 33,722
Loss on disposal of fixed assets 13,203 28,144
Share based payments - 248,369
Finance costs 126,742 32,122
Finance income (2 ) (2 )
Taxation 10,483 (766,534 )
(463,606 ) (5,544,765 )
Decrease in trade and other debtors 704,015 3,995,291
Decrease in trade and other creditors (953,726 ) (2,670,790 )
Cash generated from operations (713,317 ) (4,220,264 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash flow statement in respect of cash and cash equivalents are in respect of these Balance sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 84,925 231,473
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 231,473 1,213,862


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 231,473 (146,548 ) 84,925
231,473 (146,548 ) 84,925
Debt
Debts falling due after 1 year (645,571 ) 96,561 (549,010 )
(645,571 ) 96,561 (549,010 )
Total (414,098 ) (49,987 ) (464,085 )

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


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 General 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 as modified by the revaluation of certain assets.

Parent Company disclosure exemptions

In preparing the separate financial statements of the Parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:

Only one reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as the reconciliation for the Company and the Parent Company would be identical;

No Statement of Cash Flows has been presented for the Parent Company; and

No disclosures have been included for the aggregate remuneration of the key management personnel of the Parent Company as their remuneration is included in the totals for the Group as a whole.

The following principal accounting policies have been applied:

Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the profit or loss from the date on which control is obtained. They are deconsolidated from the date control ceases.

Related party transactions
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The judgements, estimates and assumptions are evaluated at each reporting date and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future in preparing the financial statements and the actual results will not always reflect the accounting estimates made. The estimates and assumptions that had a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities of the Group are outlined below.

Recoverability by the Company of amounts invested in and due from subsidiaries

In assessing the recoverability of these amounts, the directors have considered the long term plans in existence at year end in respect of the subsidiaries, which have begun to crystallise post year end when a significant long term revenue producing contract was signed. This is expected to bring in cash flows in excess of the carrying amounts owed at year end.

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Turnover
Turnover is recognised to the extent that it is probable that economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

1. The amount of turnover can be reliably measured;
2. It is probable that the Company will receive the consideration due under the contract; and
3. Specific criteria have been met for each of the company's activities.

Pomelo Group Limited provides a forward-thinking payment solution for businesses, which from sole traders to enterprises, helps merchants accept card payments with ease. The company generates turnover from the processing fees as well as through integration and platform fees.

Processing fee turnover occurs on a daily basis and is recognised over a period of time, in the month in which it is incurred.

Integration and platform fee turnover is recognised at a point in time, as it provides immediate benefit to the user.

Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of the assets less their residual value over the estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:
Fixtures and fittings - 33% on cost

The assets' residual values, useful lives and depreciation methods are reviewed and adjusted prospectively if appropriate, or if there is an indication of significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit and loss.

Government grants
Grants are accounted for under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the profit or loss in the same period as the related expenditure.

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets and financial liabilities are recognised in the Balance Sheet when the Group becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the group will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Group's cash management.

Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Share-based payments

The company offers its employees the option to purchase shares in the company under the EMI Option Agreement. The company's shares are not publicly traded so there is no quoted price on the date of granting, vesting or expiration of the options. The company applies FRS 26 Share based payments to record these transactions. The charge recognised in relation to share-based payments made under the Company's share-based payment scheme is recognised based on the grant date fair value of the award which is recognised as an expense over the period when the awards are expected to vest which is based on the agreement with the individual employee. The grant date fair value is measured based on the option agreement with the employee as the shares are not traded publicly.. The charge is adjusted based on the probability of an exit event occurring and the shares being able to be exercised. The grant date fair value is not subsequently adjusted. However, the expense is adjusted for the number of awards that are expected to vest.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Finance Cost

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.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Going concern
During the year, the Group made total comprehensive losses of £553,119 (2022 - £5,351,730). Despite this, the directors have thoroughly evaluated the Group's capacity to continue as a going concern.

This evaluation is based on positive trading results subsequent to the year-end, as well as the Group's robust cash flow and regulatory capital forecasts. Our operational strategies, particularly the reinforcement of key teams, are designed not only to sustain our current operations but to build a platform for consistent growth, taking into consideration potential adverse conditions.

The directors have a justified confidence that the Group will have adequate funds to discharge their liabilities as they fall due for a minimum period of 12 months from the date these financial statements are authorised.

The preparation of the financial statements on a going concern basis reflects this confidence. Moreover, the directors are optimistic about the Group as it has recently expanded into new markets through our clients, which strengthens our belief in the operational robustness and capital sufficiency required to fulfil our contractual commitments.

The latter half of 2023 marked a return to profitability for the group which has extended into Q1 2024. This remarkable recovery is a testament to the Group's resilient operational model and strategic initiatives.

Additionally, the entity received $3.9m of external venture capital funding between June and October 2024 providing further strength to the going concern basis.

The directors are bolstered by this positive momentum, which is consistent with our cash flow forecasts and strategic business objectives. The alignment of this progress with our projections reinforces our confidence in the Group's operational sustainability and financial viability.

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Share based payments
The company issues has issued share options to employees since the year ended 31 December 2021 under a Enterprise Management Initiative Schedule and a seperate share option scheme.

The fair value of the share options granted are charged to profit and loss over the vesting period. The vesting periods range from 12 to 48 months from the date of the award.

The company share option have a final expiry date of ten years from the vesting date.

The company has elected under FRS 102 Section 26 Share based payments to use the fair value as the subscription stipulated in the Share Option Agreement to determine the market value of the shares of Pomelo Group Ltd are not listed on any securities market and are not transferable other employees for an amount not specified in the agreement. In the absence of a market value the directors' consider this approach appropriate.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
United Kingdom 50,899 124,434
Rest of Europe - 1,166
Rest of the world 3,653,041 1,539,506
3,703,940 1,665,106

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 1,586,300 4,126,704
Social security costs 70,318 281,254
Other pension costs 7,011 23,984
1,663,629 4,431,942

The average number of employees during the year was as follows:
2023 2022

Average monthly number of employees 21 54

The highest paid director received remuneration of £143,706 (2022: £186,330).

5. OPERATING LOSS

The operating loss is stated after charging:

2023 2022
£    £   
Depreciation - owned assets 19,362 33,722

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


6. AUDITORS' REMUNERATION
2023 2022
£    £   
Fees payable to the company's auditors for the audit of the company's financial
statements

31,900

31,900
Total audit fees 31,900 31,900

7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows

Taxation
Current tax on losses for the year/period Nil

Total current tax Nil

Taxation on loss on ordinary activities Nil

Loss on ordinary activities before tax (622,849 )

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK
of 25% (2022 - 19%)


(155,712

)

Research & Development credit Nil

Amounts corresponding to losses incurred 155,712

Total tax credit for the year Nil

WHT amount of £10,483 is not part of the above workings.

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income statement of the parent company is not presented as part of these financial statements.


POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


9. TANGIBLE FIXED ASSETS

Group
Fixtures
and
fittings
£   
Cost
At 1 January 2023 109,475
Disposals (47,831 )
At 31 December 2023 61,644
Depreciation
At 1 January 2023 51,363
Charge for year 19,362
Eliminated on disposal (28,624 )
At 31 December 2023 42,101
Net book value
At 31 December 2023 19,543
At 31 December 2022 58,112

Company
Fixtures
and
fittings
£   
Cost
At 1 January 2023 44,896
Disposals (37,110 )
At 31 December 2023 7,786
Depreciation
At 1 January 2023 24,351
Charge for year 5,196
Eliminated on disposal (25,519 )
At 31 December 2023 4,028
Net book value
At 31 December 2023 3,758
At 31 December 2022 20,545

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


10. FIXED ASSET INVESTMENTS

Company
Other
investments
£   
Cost or valuation
At 1 January 2023 2,066,896
Revaluations (71,458 )
At 31 December 2023 1,995,438
Net book value
At 31 December 2023 1,995,438
At 31 December 2022 2,066,896

Cost or valuation at 31 December 2023 is represented by:

Other
investments
£   
Valuation in 2023 (71,458 )
Cost 2,066,896
1,995,438


Subsidiary undertakings

The following were subsidiary undertakings of the Company:



Name Registered office Class of shares Holding
Pomelo Pay LLC United States of America, 1910 Thomes Ordinary 100%
Ave, Cheyenne, WY 82001
Pomelo Pay Pte Ltd Singapore, Level 18, Centennial Tower, Ordinary 100%
3 Temasek Avenue
Pomelo Services Ltd 128 City Road, London, United Kingdom, Ordinary 100%
EC1V 2NX
Pomelo Viet Nam LLC 2nd Floor, 124 Dien Bien Phu, Da Kao Ordinary 100%
Ward, District 1, Ho Chi Minh City, Vietnam
Pomelo HK Ltd Ordinary 100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:


Name
Aggregate of share
capital and reserves

Profit/(Loss

)
£ £
Pomelo Pay LLC (10,403 ) (190 )
Pomelo Pay Pte Ltd 621,241 608,488
Pomelo Services Ltd 1 -
Pomelo Viet Nam LLC (172,362 ) (76,298 )
Pomelo HK Limited (83,766 ) (1,938 )

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


11. DEBTORS

Group Company
2023 2022 2023 2022
£    £    £    £   
Amounts falling due within one year:
Trade debtors 41,695 13,211 - 4,851
Other debtors 355,155 717,562 309,186 681,852
Research & development tax
credit 765,292 1,097,165 765,292 1,097,165
VAT 27,931 16,281 27,349 16,281
Prepayments and accrued income 20,366 37,251 - 5,669
1,210,439 1,881,470 1,101,827 1,805,818

Amounts falling due after more than one year:
Amounts owed by group undertakings - - 186,566 193,178
Other debtors 58,936 91,920 58,936 58,936
58,936 91,920 245,502 252,114

Aggregate amounts 1,269,375 1,973,390 1,347,329 2,057,932

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade creditors 593,426 657,479 496,489 473,063
Social security and other taxes 35,622 229,920 32,022 132,258
Other creditors 362,713 905,639 367,214 897,401
Director's current account 81,054 140,876 - -
Accrued expenses 6,000 2,066 6,000 -
1,078,815 1,935,980 901,725 1,502,722

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank Loans due after more than
5 years 549,010 645,571 549,010 645,571
Amounts owed to group undertakings - - 676,581 290,455
Other creditors 331,611 331,611 331,611 331,611
880,621 977,182 1,557,202 1,267,637

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued

Amounts falling due in more than five years:

Group Company
2023 2022 2023 2022
£    £    £    £   
Repayable by instalments
Bank Loans due after more than
5 years 549,010 645,571 549,010 645,571
549,010 645,571 549,010 645,571

14. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Commitments under operating leases

At 31 December 2023 the Group and the Company has future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Group Group Company Company
2023 2022 2023 2022
£ £ £ £
No later than 1year 39,535 75,439 - -
Later than 1 year but not later than 5 years 15,814 37,720 - -

55,349 113,159 - -

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Class Number Nominal value 2023 2022
£ £
Ordinary 26,364,549 £.01 263,645 192,543
Preferred Seed 5,192,165 £.01 51,922 51,922
Seed Preferred Ratchet 224,503 £.01 2,245 2,245
Series A Preferred 14,401,569 £.01 144,016 144,016

461,828 390,726

16. PENSION COMMITMENTS

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £7,011 (2022 - £23,984). Contributions totalling £2,201 (2022 - £7,541) were payable to the fund at the balance sheet date and are included in creditors.

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


17. POST BALANCE SHEET EVENTS

The entity cleared its R&D advance facility loan amounting to £549,010 in January 2024.

The Directors loan amounting to £81,054 was cleared in full in August 2024.

£112,775 relating to a creditor present within other creditors was cleared in July 2024.

£278,925 worth of trade creditors overdue for longer than 90 days were paid in full post year end.

The entity received $3,934,899 of external venture capital funding between June and October 2024.

As Pomelo seeks to capitalise on its positive trajectory, The Board has hired an experienced CEO to join the team and lead it through the next stage of its growth. Steve Vickers has 30 years leadership experience in technology companies, including Grab, Paysend, Xiaomi, Thunes, and Navteq. He is also an ex-McKinsey consultant with an MBA from MIT and BA from Oxford University.

18. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

POMELO GROUP LTD (REGISTERED NUMBER: 10583935)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


19. SHARE-BASED PAYMENT TRANSACTIONS

The company issued 706,861 share options to 15 employees during the year ended 31 December 2021 - 522,963 number an Enterprise Management Initiative Schedule. All of the options had an exercise price of £1.14 and were granted between April and October 2021; the vesting ranges were between July 2022 and August 2024, and expiry dates ranging from April 2031.

The company issued 1,206,359 share options to 10 employees during the year ended 31 December 2022 - 70,164 number an Enterprise Management Initiative Schedule. All of the options had an exercise price of £0.01 and were granted between April and August 2022; the vesting ranges were between January 2023 and April 2026, and expiry dates ranging from January 2031.

The company issued 15,118 share options to 1 employee during the year ended 31 December 2023 - none were under the Enterprise Management Initiative Schedule. All of the options had an exercise price of £0.01 and were granted in May 2023; the vesting ranges was January 2024 and expiry dates ranging from January 2034.

The table below summarises the options granted, exercised and cancelled during the period:



Number of share options
Weighted average exercise
prices
2023 (£) 2022 (£) 2023 (£) 2022 (£)
Outstanding a 1 January 1,451,558 706,861 0.01 0.01
Granted during the year 15,118 1,260,359 0.01 0.01
Exercised in the year (104,568) (332,225) 0.01 0.01
Expiring during the year (541,667) (183,437) 0.01 0.01


Outstanding at 31 December 822,464 1,451,558 0.01 0.01

Exercisable at 31 December 822,464 1,451,558 0.01 0.01




The 822,464 warrants brought forward and still outstanding at 31 December 2023 were issued between April 2021 and January 2023, had an exercise price of £0.01, subscription price of between £0.63 and £0.74, and a remaining vesting period of up to December 2024.

The weighted average fair value on the measurement date for the warrants recognised during the year was £0.55 (2022: £0.55).

The company has elected under FRS 102 Section 26 Share based payments to use the fair value as the subscription stipulated in the Share Option Agreement to determine the market value of the shares of Pomelo Group Ltd are not listed on any securities market and are not transferable other employees for an amount not specified in the agreement. In the absence of a market value the directors' consider this approach appropriate.

The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.



Weighted average
exercise prices
2023 (£ ) 2022 (£ )

Other Reserves

Other reserves arising from share-based payment transactions 278,242 269,601
Other Reserves
Equity expenses related to equity settled options 8,641 248,369