Company No: 10586719 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	3	2,075,085		1,257,074
Tangible assets	4	124,553		153,250
Investments	5	44,507		44,507
		2,244,145		1,454,831
Current assets
Debtors	6	1,130,527		922,091
Cash at bank and in hand	7	1,090,925		3,260,643
		2,221,452		4,182,734
Creditors: amounts falling due within one year	8	( 1,230,543)		( 1,164,794)
Net current assets		990,909		3,017,940
Total assets less current liabilities		3,235,054		4,472,771
Creditors: amounts falling due after more than one year	9	( 64,143)		( 129,199)
Net assets		3,170,911		4,343,572
Capital and reserves
Called-up share capital	10	3,544		3,544
Share premium account		10,921,628		10,931,667
Profit and loss account		( 7,754,261 )		( 6,591,639 )
Total shareholders' funds		3,170,911		4,343,572

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Loopr Ltd (registered number: 10586719) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

L Bertrand Director

22 September 2025

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Loopr Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is First Floor, 5 Fleet Place, London, EC4M 7RD, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Foreign currency

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Employee benefits

Short term benefits
Termination benefits are recognised as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs

3 years straight line

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Tangible fixed assets

Tangible fixed assets are are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery	4 years straight line
Fixtures and fittings	3 - 4 years straight line
Computer equipment	3 - 4 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The company as lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings/Statement of Comprehensive Income.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	22		18

3. Intangible assets

	Development costs		Total
	£		£
Cost
At 01 January 2024	1,721,477		1,721,477
Additions	1,628,707		1,628,707
At 31 December 2024	3,350,184		3,350,184
Accumulated amortisation
At 01 January 2024	464,403		464,403
Charge for the financial year	810,696		810,696
At 31 December 2024	1,275,099		1,275,099
Net book value
At 31 December 2024	2,075,085		2,075,085
At 31 December 2023	1,257,074		1,257,074

4. Tangible assets

	Plant and machinery		Fixtures and fittings		Computer equipment		Total
	£		£		£		£
Cost
At 01 January 2024	195,872		2,923		16,500		215,295
Additions	24,000		0		6,016		30,016
At 31 December 2024	219,872		2,923		22,516		245,311
Accumulated depreciation
At 01 January 2024	50,174		1,400		10,471		62,045
Charge for the financial year	52,906		942		4,865		58,713
At 31 December 2024	103,080		2,342		15,336		120,758
Net book value
At 31 December 2024	116,792		581		7,180		124,553
At 31 December 2023	145,698		1,523		6,029		153,250

5. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	44,507
At 31 December 2024	44,507
Carrying value at 31 December 2024	44,507
Carrying value at 31 December 2023	44,507

6. Debtors

	2024		2023
	£		£
Trade debtors	363,339		530,074
Other debtors	767,188		392,017
	1,130,527		922,091

7. Cash and cash equivalents

	2024		2023
	£		£
Cash at bank and in hand	1,090,925		3,260,643

8. Creditors: amounts falling due within one year

	2024		2023
	£		£
Bank loans	65,056		71,301
Trade creditors	429,387		386,595
Amounts owed to own subsidiaries	61,899		50,831
Other taxation and social security	55,167		44,405
Other creditors	619,034		611,662
	1,230,543		1,164,794

9. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Bank loans	64,143		129,199

10. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
1,979,999 A Ordinary shares of £ 0.001 each	1,979		1,979
906,824 C Ordinary shares of £ 0.001 each	907		907
328,948 D Ordinary shares of £ 0.001 each	329		329
328,947 P Ordinary shares of £ 0.001 each	329		329
	3,544		3,544

There were no shares issued during the year.

11. Related party transactions

The company has taken advantage of the exemption available in accordance with Section 33.1A of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

At the year end, the company was owed £478 (2023 - £nil) by a director of the company. This balance was repayable on demand and interest free.

12. Share-based payment transactions

The company has granted options to certain employees to subscribe for shares in the company under the terms of both an Enterprise Management Incentive (EMI) scheme and an unapproved share option scheme.

Outstanding at 1 January 2024 were 175,734 share options in issue.
During the year further 259,858 options were granted at the exercise price of £1.37.
During the same period 13,106 options were cancelled.
As at 31st December 2024 the total number of options outstanding were 422,486 after adjusting for cancelled options.
Out of 422,486 options, 22,250 were A Ordinary Share options and 400,236 were B Ordinary Share options.

At the date of grant, the directors were of the opinion that the fair value of these options was negligible.

Post balance sheet dates, a total of 111,805 options were cancelled.

Accordingly, there is no statement of income share-based payment charge in respect of the above options.