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REGISTERED NUMBER: 09773823 (England and Wales)















UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

REZOLVE LIMITED

REZOLVE LIMITED (REGISTERED NUMBER: 09773823)






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




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


REZOLVE LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2022







DIRECTORS: Mr A C J Sharp
Mr J Wagner
Mr D M Wagner
Sir D Wright GCMG LVO
Dr. S Perry
Dr. D Smith





REGISTERED OFFICE: 3rd Floor
80 New Bond Street
Mayfair
London
W1S 1SB





REGISTERED NUMBER: 09773823 (England and Wales)





ACCOUNTANTS: Dattani
Chartered Accountants
Scottish Provident House
76/80 College Road
Harrow
Middlesex
HA1 1 BQ

REZOLVE LIMITED (REGISTERED NUMBER: 09773823)

BALANCE SHEET
31 DECEMBER 2022

31.12.22 31.12.21
Notes $    $    $    $   
FIXED ASSETS
Intangible assets 4 450,446 648,326
Tangible assets 5 46,489 41,021
Investments 6 17,739,290 17,706,355
18,236,225 18,395,702

CURRENT ASSETS
Debtors 7 8,125,424 5,372,714
Cash at bank 15,710 908,875
8,141,134 6,281,589
CREDITORS
Amounts falling due within one year 8 36,621,869 16,838,827
NET CURRENT LIABILITIES (28,480,735 ) (10,557,238 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(10,244,510

)

7,838,464

CREDITORS
Amounts falling due after more than one
year

9

-

4,485,044
NET (LIABILITIES)/ASSETS (10,244,510 ) 3,353,420

CAPITAL AND RESERVES
Called up share capital 132,538 126,295
Share premium 162,223,117 82,752,408
Capital contribution reserve 939,973 939,973
Retained earnings (173,540,138 ) (80,465,256 )
SHAREHOLDERS' FUNDS (10,244,510 ) 3,353,420

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2022 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

REZOLVE LIMITED (REGISTERED NUMBER: 09773823)

BALANCE SHEET - continued
31 DECEMBER 2022


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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2023 and were signed on its behalf by:





Mr D M Wagner - Director


REZOLVE LIMITED (REGISTERED NUMBER: 09773823)

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

1. STATUTORY INFORMATION

Rezolve Limited is a private company, limited by shares, registered in England and Wales under the Companies Act 2006. 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.

The preparation of financial statements in compliance with FRS 102 Section 1A requires the use of certain critical accounting estimates. lt also requires management to exercise judgement in applying the Company's accounting policies

Consolidated financial statements
The financial statements contain information about Rezolve Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by the Companies Act 2006 not to produce consolidated financial statements as the group it heads is small in accordance with section 383 of the Companies Act 2006. These financial statements therefore present information about the company as an individual undertaking and not about its group.

Going concern
These financial statements have been prepared on a going concern basis which assumes that the company will be able to realize its assets and discharge its liabilities in the normal course of business as they fall due in the foreseeable future.

The company has continued to rely upon capital contributions and debt facilities provided by its shareholders and other third parties to maintain an adequate level of cash to satisfy its capital and operating requirements.

The directors have prepared projected cash flow information for a period including twelve months from the date of approval of these financial information. In the opinion of the directors the company has sufficient liquidity to continue as a going concern for the foreseeable future. As a conclusion, the directors believe that the financial statements are appropriately prepared under the going concern basis.

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

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of five years.

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

Investments in subsidiaries
Investments in subsidiary companies are measured at cost less accumulated impairment.

REZOLVE LIMITED (REGISTERED NUMBER: 09773823)

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

2. ACCOUNTING POLICIES - continued

Financial instruments
The company's cash at bank and in hand, other debtors and accrued income, its trade and other creditors and amounts owed to group undertakings are measured initially at the transaction price, including transaction costs and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year are measured at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities, excluding convertible debt, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost.

Convertible debt

The proceeds received on issue of the company's convertible debt have been allocated entirely to the liability based on its fair value. The fair value is equal to the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. On conversion, the debt is credited to share capital and share premium as appropriate.

Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed by the reporting date. Deferred tax assets are only recognised to the extent that they are considered recoverable against future taxable profits.

Deferred tax is measured at the rates that are expected to apply in the periods in which the timing differences are expected to reverse. Deferred tax balances are not discounted.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Foreign currency translation
Functional and presentation currency

Items included in the financial statements of the company are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The financial statements are presented in United States Dollar, which is the company's functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the company's functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within interest payable and similar charges. All other foreign exchange gains and losses are presented in profit or loss within administrative expenses.

REZOLVE LIMITED (REGISTERED NUMBER: 09773823)

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

2. ACCOUNTING POLICIES - continued

Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest rate 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.

Pension costs and other post-retirement benefits
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company.has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 34 (2021 - 21 ) .

4. INTANGIBLE FIXED ASSETS
Other
intangible
assets
$   
COST
At 1 January 2022
and 31 December 2022 989,400
AMORTISATION
At 1 January 2022 341,074
Charge for year 197,880
At 31 December 2022 538,954
NET BOOK VALUE
At 31 December 2022 450,446
At 31 December 2021 648,326

Intangible fixed assets relates to computer software purchased.

REZOLVE LIMITED (REGISTERED NUMBER: 09773823)

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 70,052
Additions 27,401
At 31 December 2022 97,453
DEPRECIATION
At 1 January 2022 29,031
Charge for year 21,933
At 31 December 2022 50,964
NET BOOK VALUE
At 31 December 2022 46,489
At 31 December 2021 41,021

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
$   
COST
At 1 January 2022 17,706,355
Additions 32,935
At 31 December 2022 17,739,290
NET BOOK VALUE
At 31 December 2022 17,739,290
At 31 December 2021 17,706,355

7. DEBTORS
31.12.22 31.12.21
$    $   
Amounts falling due within one year:
Other tax receivable 195,839 648,550
Amounts owed by group undertakings 5,204,154 3,805,404
Other debtors 415,967 533,841
Called up share capital not paid 178,720 175,505
Prepayments and accrued income 212,220 209,414
6,206,900 5,372,714

Amounts falling due after more than one year:
Other debtors 1,918,524 -

Aggregate amounts 8,125,424 5,372,714

REZOLVE LIMITED (REGISTERED NUMBER: 09773823)

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

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.22 31.12.21
$    $   
Trade creditors 4,331,855 989,701
Amounts owed to group undertakings 1,401,400 697,077
Social security and other taxes 188,762 165,504
Other creditors 25,486,106 13,807,282
Accruals and deferred income 5,213,746 1,179,263
36,621,869 16,838,827

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.22 31.12.21
$    $   
Other creditors - 4,485,044

10. CAPITAL COMMITMENTS
31.12.22 31.12.21
$    $   
Contracted but not provided for in the
financial statements - 1,400,000

11. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr D Wagner, a shareholder and director of the company, by virtue of special provisions contained within the Articles of Association.