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REGISTERED NUMBER: 08021550 (England and Wales)


















Unaudited Financial Statements for the Year Ended 31 December 2019

for

Resolving Limited

Resolving Limited (Registered number: 08021550)






Contents of the Financial Statements
for the Year Ended 31 December 2019




Page

Balance Sheet 1

Notes to the Financial Statements 3


Resolving Limited (Registered number: 08021550)

Balance Sheet
31 December 2019

2019 2018
as restated
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 1,780,714 1,339,823
Tangible assets 5 91,719 104,387
Investments 6 1,059 1,059
1,873,492 1,445,269

CURRENT ASSETS
Debtors 7 3,616,022 3,486,368
Cash at bank and in hand 305,046 3,354,299
3,921,068 6,840,667
CREDITORS
Amounts falling due within one year 8 2,455,492 1,604,558
NET CURRENT ASSETS 1,465,576 5,236,109
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,339,068

6,681,378

CAPITAL AND RESERVES
Called up share capital 171,738 171,738
Share premium 12,117,977 12,117,977
Share option reserves 1,086,848 800,970
Retained earnings (10,037,495 ) (6,409,307 )
SHAREHOLDERS' FUNDS 3,339,068 6,681,378

Resolving Limited (Registered number: 08021550)

Balance Sheet - continued
31 December 2019


The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2019.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2019 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.

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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors on 11 March 2020 and were signed on its behalf by:





P Hancock - Director


Resolving Limited (Registered number: 08021550)

Notes to the Financial Statements
for the Year Ended 31 December 2019

1. STATUTORY INFORMATION

Resolving Limited is a private company, limited by shares , registered in England and Wales. The company's
registered number and registered office address are as below:

Registered number: 08021550

Registered office: Treviot House
186-192 High Road
Ilford
Essex
IG1 1LR

2. ACCOUNTING POLICIES

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

Turnover
Turnover represents the net invoice value, excluding value added tax, of sales relating to the year.

Development costs
Amortisation is provided on a straight line basis over 3 years in order to write off the cost less estimated residual
value of the asset over its estimated useful life.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Short leasehold - Straight line over the life of the lease
Fixtures and fittings - Straight line over 4 years

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.

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

Going concern
The company has incurred losses in the last two consecutive years. However, the directors believe sufficient
financial resources are available to the company to enable it to continue trading into the foreseeable future.
Therefore, the financial statements have been prepared on a going concern basis.

Investments
Fixed asset investments are stated at cost less provision for permanent diminution in value.

Resolving Limited (Registered number: 08021550)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2019

2. ACCOUNTING POLICIES - continued

Share based payments
The grant date fair value of share-based payments awards granted to employees is recognised as an employee
expense, with a corresponding increase in equity, over the period in which the employees become
unconditionally entitled to the awards. The fair value of the awards granted is measured using an option
valuation model, taking into account the terms and conditions upon which the awards were granted. The amount
recognised as an expense is adjusted to reflect the actual number of awards for which the related service and
non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense
is based on the number of awards that do meet the related service and non-market performance conditions at the
vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the
share-based payment is measured to reflect such conditions and there is no true-up for differences between
expected and actual outcomes.

Share-based payment transactions in which the company receives goods or services by incurring a liability to
transfer cash or other assets that is based on the price of the company's equity instruments are accounted for as
cash-settled share-based payments. The fair value of the amount payable to employees is recognised as an
expense, with a corresponding increase in liabilities, over the period in which the employees become
unconditionally entitled to payment. The liability is remeasured at each balance sheet date and at settlement date.
Any changes in the fair value of the liability are recognised as personnel expense in profit or loss.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 6 (2018 - 4 ) .

4. INTANGIBLE FIXED ASSETS
Other
intangible
assets
£   
COST
At 1 January 2019 2,851,897
Additions 1,268,675
At 31 December 2019 4,120,572
AMORTISATION
At 1 January 2019 1,512,074
Charge for year 827,784
At 31 December 2019 2,339,858
NET BOOK VALUE
At 31 December 2019 1,780,714
At 31 December 2018 1,339,823

Resolving Limited (Registered number: 08021550)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2019

5. TANGIBLE FIXED ASSETS
Plant and
Land and machinery
buildings etc Totals
£    £    £   
COST
At 1 January 2019 81,421 100,551 181,972
Additions 35,584 7,914 43,498
At 31 December 2019 117,005 108,465 225,470
DEPRECIATION
At 1 January 2019 33,925 43,660 77,585
Charge for year 32,083 24,083 56,166
At 31 December 2019 66,008 67,743 133,751
NET BOOK VALUE
At 31 December 2019 50,997 40,722 91,719
At 31 December 2018 47,496 56,891 104,387

6. FIXED ASSET INVESTMENTS
Other
investments
£   
COST
At 1 January 2019
and 31 December 2019 1,059
NET BOOK VALUE
At 31 December 2019 1,059
At 31 December 2018 1,059

7. DEBTORS
2019 2018
as restated
£    £   
Amounts falling due within one year:
Trade debtors 31,903 519,403
Amounts owed by related parties 2,309,891 848,521
Other debtors 1,274,228 912,590
3,616,022 2,280,514

Amounts falling due after more than one year:
Amounts owed by related parties - 1,205,854

Aggregate amounts 3,616,022 3,486,368

Resolving Limited (Registered number: 08021550)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2019

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2019 2018
as restated
£    £   
Trade creditors 173,945 145,793
Amounts owed to related parties - 1,191,159
Taxation and social security 36,268 110,125
Other creditors 2,245,279 157,481
2,455,492 1,604,558

9. OTHER FINANCIAL COMMITMENTS

At the period end the total financial commitments was £1,119,025 (2018; £353,040)

10. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the year ended 31 December 2019 and 31
December 2018

2019 2018
£    £   

Amounts Advanced 54,463 172,594
Amounts Repaid (76,102 ) (174,737 )

The loan to the director is repayable on demand. Interest is charged on loans at the official rate set by HMRC.

Resolving Limited (Registered number: 08021550)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2019

11. SHARE-BASED PAYMENT TRANSACTIONS

Resolving Limited, issued EMI options to certain employees which provides additional remuneration for those
employees who are key to the operations of the company. The options are granted with a fixed exercise price
determined at the grant of the option. The options vest between 1 May 2015 to 21 January 2021 and they are
exercisable within 10 years from the date of grant. Employees are not entitled to dividends until the shares are
exercised. Vesting of options is subject to continued employment with the company.

The company has the following number of ordinary shares issuable under share options.





Share scheme



Date of Grant
Number of
Ordinary
Shares Under
Option


Exercise
Price


Exercise
Period

Enterprise Management Incentives

30/01/2015

390,000

£0.01
31/01/2016 -
31/01/2026

Enterprise Management Incentives

10/03/2015

5,000

£0.01
11/03/2016 -
11/03/2026

Unapproved Share Option Scheme

02/05/2015

15,000

£0.01
03/05/2016 -
03/05/2026

Enterprise Management Incentives

08/06/2015

10,000

£0.01
09/06/2016 -
09/06/2026

Enterprise Management Incentives

21/09/2015

5,000

£0.01
22/09/2016 -
22/09/2026

Enterprise Management Incentives

01/12/2015

15,000

£0.01
02/12/2016 -
02/12/2026

Enterprise Management Incentives

03/10/2016

2,174

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

01/12/2016

10,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

04/12/2016

75,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

29/12/2016

1,776

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

10/01/2017

5,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

04/04/2017

10,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

24/04/2017

15,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

13/05/2017

5,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

27/05/2017

10,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

02/08/2017

10,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

05/09/2017

15,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

26/09/2017

25,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

01/10/2017

85,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

14/10/2017

5,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

21/11/2017

10,000

£0.01
22/01/2018 -
22/01/2028

Enterprise Management Incentives

05/12/2017

5,000

£0.01
22/01/2018 -
22/01/2028

Resolving Limited (Registered number: 08021550)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2019

Enterprise Management Incentives

22/01/2018

35,000

£0.01
22/01/2019 -
22/01/2029

Enterprise Management Incentives

22/01/2018

351,000

£0.01
23/04/2018 -
23/04/2028


Options EMI Scheme
Brought forward 1,121,000
Granted in the year nil
Exercised in the year nil
Lapsed in the year (6,050 )
Carried forward 1,114,950
Exercisable in the year 1,114,950


The fair value of the options granted have been calculated using the Black Scholes model. The total charge for
the period was £285,878 (2018: £554,933)

12. CONVERTIBLE LOAN NOTES

On 4 November 2019, the Company issued 3,000,000 10% fixed rate unsecured convertible loan notes of £1
each of which £2,015,000 was received. The loan notes are convertible into fully paid shares with final
conversion expected by 31 December 2020.

When issued, the new shares shall rank pari passu with the current issued share capital of the Company.

Subject to agreement between the Company and the loan note holder, the outstanding value of loan notes can be
redeemed at any time at the principal amount plus outstanding interest. The Company does not have the right to
repay the loan notes without the agreement of the loan note holder.

The equity element of the shares is not material and, as such, the value of the loan notes has been included within
creditors: amounts falling due within one year.