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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

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.

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.

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.

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

The estimated fair values were calculated by applying the Black-Scholes option pricing model. The model inputs were:

Share price at grant date

Exercise price

Expected volatility

Expected life

Risk free interest rate

Dividend yield

The total future minimum lease payments under non-cancellable operating leases are as follows:

Not later than 1 year

Later than 1 year and not later than 5 years