iso4217:GBP xbrli:pure xbrli:shares iso4217:GBP xbrli:shares SC548356 2025-03-31 SC548356 2024-03-31 SC548356 2024-04-01 2025-03-31 SC548356 bus:Director2 2024-04-01 2025-03-31 SC548356 bus:Director4 2024-04-01 2025-03-31 SC548356 bus:Director3 2024-04-01 2025-03-31 SC548356 bus:Director5 2024-04-01 2025-03-31 SC548356 bus:Director1 2024-04-01 2025-03-31 SC548356 bus:FRS102 2024-04-01 2025-03-31 SC548356 bus:AuditExemptWithAccountantsReport 2024-04-01 2025-03-31 SC548356 bus:FilletedAccounts 2024-04-01 2025-03-31 SC548356 bus:SmallCompaniesRegimeForAccounts 2024-04-01 2025-03-31 SC548356 bus:Director1 2024-04-01 2025-03-31 SC548356 2024-04-01 2025-03-31 SC548356 bus:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31
Good.Loop Ltd
Registration Number SC548356
Filleted Unaudited Annual Financial Statements
for the year ended 31 March 2025
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Balance Sheet
Notes
2025 £
2024 £
Fixed assets
Tangible assets
3
16,596
29,693
Investments
4
41
41
16,637
29,734
Current assets
Debtors
6
802,480
1,559,959
Cash at bank and in hand
70,160
1,622,440
872,640
3,182,399
Current liabilities
Creditors: amounts falling due within one year
7
2,062,520
2,697,154
Net current (liabilities) / assets
(1,189,880)
485,245
Total assets less current liabilities
1,173,243
514,979
Net (liabilities) / assets
1,173,243
514,979
Capital and reserves
Called up share capital
9
30
29
Share premium account
9
6,835,378
6,343,060
Other reserves
20,000
20,000
Profit and loss account
(8,028,651)
(5,848,110)
Shareholder's (deficit) / funds
(1,173,243)
514,979
These annual financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. These annual financial statements and reports have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the statement of comprehensive income and retained earnings has been taken.
For the year ended 31 March 2025, the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its accounts for the year ended 31 March 2025 in accordance with section 476 of the Companies Act 2006.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
The annual financial statements were approved and authorised for issue by the Board of Directors on 4 May 2026.
_______________________
_______________________
A F Williams
A Davis
Director
The notes on pages 2 to 9 form part of these annual financial statements.
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Balance Sheet
Notes
2025 £
2024 £
Company registration number: SC548356
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Notes to the Financial Statements
1.
Summary of significant accounting policies
1.1
General information and basis of preparation
Good.Loop Ltd is a private company limited by shares, registered in Scotland. The address of the registered office and registration number is given in the company information on page 2 of these annual financial statements.
9 St. Colme Street
Edinburgh
Scotland
EH3 6AA
These annual financial statements have been prepared in accordance with FRS 102 the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland as adapted by Section 1A of FRS 102 and the Companies Act 2006.
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going Concern
The financial statements have been prepared on a going concern basis.
The Directors have assessed the Company's ability to continue as a going concern and, having considered the current circumstances, have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
During the year, the Company experienced an ongoing number of external and internal challenges, including economic pressures such as the global financial climate, reduced consumer demand, the cost-of-living crisis, and the shift in its US customers away from DEI initiatives. This contributed to a significant decline in revenue. As a result, the Company incurred ongoing losses and shows a net liability position on the balance sheet.
In response, the Directors implemented a cost-reduction programme and initiated engagement with existing investors. A funding round commenced in January 2025, resulting in the successful raise of approximately $2.2 million in additional capital and loans between March and December 2025. Further funding of up to $2 million is currently in progress, with continued strong support from existing investors. The return of key personnel and a recovery in revenue levels to more typical performance have also supported a more stable outlook.
Taking into account the strengthened financial position, the improved revenue trend, and the ongoing support from investors, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Consolidation
The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Notes to the Financial Statements
1.2
Turnover
When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period.
When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.
1.3
Tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
1.4
Deferred tax
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
1.5
Foreign currency
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
1.6
Leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
1.7
Tangible fixed assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Notes to the Financial Statements
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Asset class
Useful life / depreciation rate
Office equipment
20% straight line
Computer equipment
33% straight line
1.8
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
1.9
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
1.10
Grants
Grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received.
Grants are recognised using the performance model.
Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Notes to the Financial Statements
1.11
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.
Other financial assets
Basic financial assets, which include trade and other debtors and cash, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Other financial liabilities
Basic financial liabilities, which include trade and other creditors, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment of financial assets
At each reporting date the company assesses whether there is objective evidence that any financial asset has been impaired. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due. The amount of the provision is recognised immediately in profit or loss.
1.12
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Notes to the Financial Statements
1.13
Share-based payment
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.
Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.
Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.
Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
2.
Employees
The average monthly number of employees, including directors, during the year was as follows:
2025
2024
Employees
38
42
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Notes to the Financial Statements
3.
Tangible assets
Office equipment £
Computer equipment £
Total £
Cost
At 01 April 2024
9,136
47,932
57,068
Additions
624
4,539
5,163
At 31 March 2025
9,760
52,471
62,231
Depreciation
At 01 April 2024
(4,168)
(23,207)
(27,375)
Charge for the year
(3,802)
(14,458)
(18,260)
At 31 March 2025
(7,970)
(37,665)
(45,635)
Net book value
At 01 April 2024
4,968
24,725
29,693
At 31 March 2025
1,790
14,806
16,596
4.
Investments
Movement in investments
Shares in group undertakings £
Cost or valuation
At 01 April 2024 and 31 March 2025
41
Impairment
At 01 April 2024 and 31 March 2025
-
Carrying amount
At 31 March 2024
41
At 31 March 2025
41
5.
Subsidiaries, associates and other investments
Subsidiary undertakings
Registered office
Class of share
Percentage of shares held
Good-Loop Inc.
1209 Orange Street
Ordinary
100%
Wilmington
Delaware 19801
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Notes to the Financial Statements
6.
Debtors
Debtors comprise:
2025 £
2024 £
Trade debtors
413,426
1,042,704
Other debtors
221,120
329,617
Corporation tax
167,934
187,638
802,480
1,559,959
Amounts due from group undertakings are repayable on demand. No interest has been charged on the outstanding balance. Amounts due from group undertakings are not considered recoverable and has been impaired in full.
7.
Creditors: amounts falling due within one year
2025 £
2024 £
Trade creditors
426,003
1,007,108
Other creditors
1,556,300
1,421,214
Social security and other taxes
80,217
268,832
2,062,520
2,697,154
Included within other creditors are amounts received amounting to £197,734 (2024: £182,057) which relate to shares issued by the company post year end.
8.
Deferred tax
There is an unrecognised deferred tax asset of £1,217,860 (2024: £1,004,985). This arises as a result of losses carried forward. Losses can only be offset against future profits, which cannot be determined with certainty.
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Notes to the Financial Statements
9.
Called up share capital
Issued, called up and fully paid
2025
2024
No.
£
No.
£
Ordinary shares of £0.00005 each
275,321
14
275,321
14
Ordinary A shares of £0.00005 each
203,039
10
196,271
10
A Preferred shares of £0.00005 each
115,677
6
102,430
5
594,037
30
574,022
29
On 5 April 2024: - 3,118 Class A Preferred shares have been issued at a consideration of £34.59 per share. - 6,768 Class A Ordinary shares have been issued at a consideration of £34.59 per share. On 15 May 2024: - 10,129 Class A Preferred shares have been issued at a consideration of £34.59 per share.
Share premium account
The total share premium relating to the share issues detailed above amounted to £692,318. Fees paid in relation to raising share capital amounted to £200,000, resulting in a net share premium recognised for the year of £492,318.
10.
Events after the end of the period
On 9 July 2025, 164,555 B Preferred Shares were issued at a consideration of £757,210. The nominal value of these shares amounted to £8. On 7 November 2025, 99,319 B Preferred Shares were issued at a consideration of £457,023. The nominal value of these shares amounted to £5.
11.
Related party transactions
Good Loop Inc is a wholly owned subsidiary incorporated in America. At 31 March 2025 £2,087,384 (2024: £776,258) was receivable from Good Loop Inc. The loan has been fully impaired.
Good.Loop Ltd
Filleted Annual Financial Statements for the year ended 31 March 2025
Notes to the Financial Statements
12.
Share-based payments
Certain employees have been granted options to subscribe for shares in the company under share option schemes.
Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:
2025
2024
Weighted average exercise price in £ 2025
Options 2025
Weighted average exercise price in £ 2024
Options 2024
Outstanding at the beginning of the period
5.80
39,135
5.40
32,494
Granted during the period
7.65
21,010
7.65
8,859
Expired during the period
(6.94)
(5,495)
(6.21)
(2,218)
Outstanding at the end of the period
6.39
54,650
5.80
39,135
The total expense recognised during the year in respect of share based payments totalled £83,622 (2024: £27,559).
The estimated fair values were calculated by applying the Black-Scholes option pricing model. The model inputs were:
2025
2025
Share price at grant date
-
£0.47 - £18.04
Exercise price
-
£0.42 - £22.99
Expected volatility
0%
70%
Expected life
-
10
Risk free interest rate
0%
0.101% - 4.143%
Dividend yield
0%
0%
13.
Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
2025 £
2024 £
Not later than 1 year
63,000
63,000
Later than 1 year and not later than 5 years
10,500
73,500
73,500
136,500
Appendix - Additional XBRL Tags and Values
Accounting standards applied
[Current]
bus_FRS102
Accounts status, audited or unaudited
[Current]
bus_AuditExemptWithAccountantsReport
Accounts type
[Current]
bus_FilletedAccounts
Applicable legislation
[Current]
bus_SmallCompaniesRegimeForAccounts
Average number of employees during the period
[Current]
38
Balance sheet date
[Current]
2025-03-31
Date of auditor's report
[Current]
0001-01-01
Date of authorisation of financial statements for issue
[Current]
2026-05-04
Description of principal activities
[Current]
The principal activity of the company during the year was online advertising, developing software and distributing adverts.
Director signing Directors' Report
[Current]
bus_Director1
Director signing financial statements
[Current]
bus_Director1
End date for period covered by report
[Current]
2025-03-31
Entity current legal or registered name
[Current]
Good.Loop Ltd
Entity is dormant [true/false]
[Current]
false
Entity trading status
[Current]
[default]
Equity [Multiple Tags or Values]
[Current]
2,366,486
Equity [Multiple Tags or Values]
[Prior]
1,009,958
Legal form of entity
[Current]
bus_PrivateLimitedCompanyLtd
Name of entity auditors
[Current]
CT
Name of entity officer
[Current]
A Davis
Name of entity officer
[Current]
DB Winterstein
Name of entity officer
[Current]
C Walfall
Name of entity officer
[Current]
N Taylor
Name of entity officer
[Current]
A F Williams
Name of individual auditor
[Current]
CT
Name of production software
[Current]
Draftworx Cloud
Start date for period covered by report
[Current]
01 April 2024
UK Companies House registered number
[Current]
SC548356
Version of production software
[Current]
2026.8.0.0