Company registration number 04494788 (England and Wales)
WHIZZ EDUCATION LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JULY 2025
PAGES FOR FILING WITH REGISTRAR
WHIZZ EDUCATION LIMITED
CONTENTS
Page
Company information
1
Assurance report
2
Balance sheet
3 - 4
Notes to the financial statements
5 - 16
WHIZZ EDUCATION LIMITED
COMPANY INFORMATION
- 1 -
Directors
R A Douse
A E French
T Johnson
R D Marett
Secretary
R A Douse
Company number
04494788
Registered office
One Kingdom Street
Paddington Central
London
W2 6BD
WHIZZ EDUCATION LIMITED
INDEPENDENT ACCOUNTANTS' REVIEW REPORT TO THE DIRECTORS OF WHIZZ EDUCATION LIMITED
- 2 -

We have reviewed the financial statements of Whizz Education Limited for the year ended 31 July 2025 which comprise , the balance sheet and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

Directors' responsibility for the financial statements

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Accountants' responsibility

Our responsibility is to express a conclusion on the financial statements. We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2400 (Revised) 'Engagements to review historical financial statements' and ICAEW Technical Release TECH 09/13AAF (Revised) 'Assurance review engagements on historical financial statements'. ISRE 2400 (Revised) requires us to conclude whether anything has come to our attention that causes us to believe that the financial statements, taken as a whole, are not prepared, in all material respects, in accordance with United Kingdom Generally Accepted Accounting Practice. ISRE 2400 (Revised) also requires us to comply with the ICAEW Code of Ethics.

Scope of the assurance review

A review of financial statements in accordance with the ISRE 2400 (Revised) is a limited assurance engagement. We have performed procedures, primarily consisting of making enquiries of management and others within the company, as appropriate, applying analytical procedures and evaluating the evidence obtained. The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing (UK and Ireland). Accordingly, we do not express an audit opinion on these financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the financial statements have not been prepared:

- so as to give a true and fair view of the state of the company’s affairs as at 31 July 2025, and of its profit for the year then ended;

- in accordance with United Kingdom Generally Accepted Accounting Practice; and

- in accordance with the requirements of the Companies Act 2006.

Use of our report

This report is made solely to the company’s directors, as a body, in accordance with the terms of our engagement letter. Our review work has been undertaken so that we might state to the company’s directors those matters we have agreed to state to them in a reviewer’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s directors as a body, for our review work, for this report, or for the conclusions we have formed.

Tom Harris
For an on behalf of TC Group
Office: Portsmouth
27 February 2026
WHIZZ EDUCATION LIMITED
BALANCE SHEET
AS AT 31 JULY 2025
31 July 2025
- 3 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
2,784
3,319
Investments
5
8,731
8,731
11,515
12,050
Current assets
Debtors falling due after more than one year
7
522,851
541,606
Debtors falling due within one year
7
318,736
285,162
Cash at bank and in hand
270,879
396,061
1,112,466
1,222,829
Creditors: amounts falling due within one year
8
(1,023,480)
(1,290,180)
Net current assets/(liabilities)
88,986
(67,351)
Total assets less current liabilities
100,501
(55,301)
Creditors: amounts falling due after more than one year
9
(111,601)
(272,494)
Net liabilities
(11,100)
(327,795)
Capital and reserves
Called up share capital
10
928
898
Share premium account
2,007,954
1,573,640
Capital redemption reserve
39
21
Profit and loss reserves
(2,020,021)
(1,902,354)
Total equity
(11,100)
(327,795)
WHIZZ EDUCATION LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 JULY 2025
31 July 2025
- 4 -

For the financial year ended 31 July 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question 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.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 27 February 2026 and are signed on its behalf by:
R A Douse
Director
Company registration number 04494788 (England and Wales)
WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
- 5 -
1
Accounting policies
Company information

Whizz Education Limited is a private company limited by shares incorporated in England and Wales. The registered office is One Kingdom Street, Paddington Central, London, W2 6BD.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 6 -
1.2
Going concern

The company’s financial performance improved, achieving a reduced loss of £1 true 36,348 (2024: £22 7,542) The Company had net current assets of £88,986 (2024: net current liabilities £6 7,351) and net liabilities of £1 1,100 (2024: £32 7,795) at the balance sheet date.

In assessing the company's ability to continue as a going concern, the Board reviews and approves the annual budget and longer-term strategic plan, including forecasts of cash flows, which are updated and reviewed by management and the board of directors on a monthly basis. The directors have considered the period to 28 February 202 7 in their going concern assessment and the sensitivities of the key assumptions, including revenue growth and variable costs. This has included preparing a plausible downside scenario which demonstrates the company has options available to continue in operation within the going concern period. The company receives a large proportion of monies upfront from customers, which is shown as deferred income at the balance sheet date. This allows the company to better manage its cash flows.

The Board is planning a new equity funding in the early spring of 2026 and believes it has a realistic and achievable plan to complete such an issue. If, however, market conditions deteriorated and forced postponement of the fund raising, the Board believes sufficient numbers of its existing shareholders would be prepared to provide additional financing to enable the Company to continue.

As a result of the above, the directors are confident that it is appropriate to prepare the accounts on a going concern basis and believe the company has sufficient financing, recurring business and cash resources to continue for the foreseeable future and at least twelve months from the date of approval of these financial statements.

The directors have c oncluded that there are no material uncertainties that lead to significant doubt upon the company’s ability to continue as a going concern and these financial statements have been prepared on this basis.

1.3
Turnover

Revenue is derived from the provision of comprehensive educational programmes including consultancy, best practice advice and expertise, data provision and insight, educational software and tutoring services, the latter mostly provided online.

Revenue is recognised in the period which the product or service is sold except where the sale is on a subscription basis with ongoing support.

Revenue from subscription services is recognised over the period of the agreed contract. Sums paid in advance are accounted for as deferred income, are included within Creditors - amounts falling due within one year, and amounted to £713,379 (2024: £876,470).

WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 7 -
1.4
Research and development expenditure

Research and development (R&D) expenditure is written off entirely to the profit and loss account in the year in which it is incurred although the directors are of the opinion that the revenue benefits arising to the company from this expenditure, especially on material developed for use within the company's services, are likely to occur over several accounting periods.

The three main categories of research and development expenditure and the direct costs incurred, written off to the profit and loss account in the year, are as follows:

Content R&D - £126,792 (2024: £153,901)

Content comprises the curriculum-based animated lessons and exercises at the core of the whole-class resources sold to schools and of the internet tutoring services for both school and home users, and some non-curriculum content for the website. Also included is the cost of content creation technology development. The development of content and its translation into foreign languages involves both employed staff and external consultants and contractors. Although the company needs from time to time to modify and update its content to reflect curriculum and other changes, content is likely to generate revenues over several accounting periods.

Product R&D - £266,402 (2024: £331,843)

Product includes the framework within which content is delivered to the users, for example the interface used in school resources, the artificial intelligence engine which powers the internet tutoring service, the reporting capabilities, and the website's e-commerce systems. This category also includes expenditure on novel approaches to e-learning. Both employed staff and external contractors are deployed in product R&D. Constantly evolving technology and market requirements mean that while some product R&D is also likely to be recoverable over more than one accounting period, we have chosen the prudent approach of writing off the expenditure rather than amortisation.

Education Programme Design and Implementation R&D - £129,181 (2024: £77,467)

As an education partner implementing larger scale innovative ICT for learning projects in challenging and varying contexts including developing world scenarios, Whizz Education has to innovate, experiment and develop effective education programme designs that effectively deploy innovative digital learning platforms like Maths-Whizz to achieve learning outcomes. This includes teacher training and capacity building approaches, implementation methodologies as well learning data and insight gathering frameworks and evaluation practices. Many of these approaches are cutting edge and at the forefront of implementing innovative education technologies and involve employed staff, external contractors and specialists as well as collaboration with research and implementation partners from both academia, not for profit, state and private sectors. These capabilities and best practices can be rolled out, re-used and evolved over multiple accounting periods and localised to different territories and contexts.

R&D Tax Credits

Under the Government’s R&D tax relief scheme the company has successfully made claims in respect of the 2024 accounting period of £29,681 (2023 - £97,291) which have been credited to the taxation line. It is intended that a claim in respect of 2025 will be prepared and submitted shortly after these accounts have been approved by the board.

WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 8 -
1.5
Tangible fixed assets

Tangible fixed assets 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:

Fixtures, fittings, & equipment
60%

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.

1.6
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 profit or loss.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 9 -
1.8
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable 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.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 10 -
1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

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

1.13
Retirement benefits

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

1.14
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 11 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

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.

1.15
Leases

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 lease s asset are consumed.

1.16
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

In the opinion of the directors there are no significant judgements or areas of estimation uncertainty.

WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 12 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
13
14
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 August 2024
47,443
Additions
3,621
Disposals
(41,965)
At 31 July 2025
9,099
Depreciation and impairment
At 1 August 2024
44,124
Depreciation charged in the year
2,163
Eliminated in respect of disposals
(39,972)
At 31 July 2025
6,315
Carrying amount
At 31 July 2025
2,784
At 31 July 2024
3,319
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
8,731
8,731
WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 13 -
6
Subsidiaries

The subsidiaries are Whizz Education FZ LLC, incorporated in the United Arab Emirates, and Whizz Education Inc, incorporated in the USA. The activities of the subsidiaries are the sale and support of the parent company's services in the UAE and the USA.

Further details of the company's subsidiaries at 31 July 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Whizz Education FZ LLC
UAE
Sale of educational software
Ordinary
100.00
Whizz Education Inc
USA
Sale of educational software
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Whizz Education FZ LLC
(6,100)
0
6,226
Whizz Education Inc
(533,985)
0
32,550

The foreign subsidiaries have been translated at rates of AED 4.84 (Whizz Education FZ LLC) and $1.318 (Whizz Education Inc), the exchange rates of the respective currencies prevailing as at 31 July 2025.
The capital and reserves and profit/(loss) for each entity in their reporting currencies is as follows:

Name of undertaking | Capital and Reserves | Profit/(Loss)
Whizz Education FZ LLC | AED (29,527) | AED 30,137
Whizz Education Inc. | US$ (703,816) | US$ 42,902

WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 14 -
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
161,928
164,691
Other debtors
156,808
120,471
318,736
285,162
2025
2024
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
522,851
541,606
Total debtors
841,587
826,768

The amounts owed by group undertakings represents long-term strategic funding of the US subsidiary. Repayment is dependent upon the future profitability and cash generation of the subsidiary. The Directors consider the balance to be recoverable in greater than one year.

8
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
180,561
178,127
Trade creditors
26,772
79,860
Deferred income
713,379
876,470
Other creditors
61,502
90,634
Accruals
41,266
65,089
1,023,480
1,290,180
9
Creditors: amounts falling due after more than one year
2025
2024
£
£
Bank loans and overdrafts
91,946
272,494
Amounts owed to group undertakings
19,655
-
0
111,601
272,494
WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
9
Creditors: amounts falling due after more than one year
(Continued)
- 15 -

At the reporting date included within bank loans is a Recovery Loan Scheme facility from Market Finance. Interest is payable at 8.33% per annum over the 6 year loan period, with equal monthly loan repayments commencing 6 months after the loan was drawn down. The loan is due for final repayment in October 2027.

Also included within bank loans is a CBILS loan that was taken from National Westminster Bank during the Covid-19 pandemic. Interest is payable at 3.71% above the base rate per annum over the 6 year loan period, with equal monthly loan repayments commencing 13 months after the loan was drawn down. The loan is due for final repayment in October 2026.

The CBILS loan is secured by way of fixed and floating charges over the assets of the company

10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Ordinary shares of 0.025p each
4,000,000
4,000,000
-
-
Issued and fully paid
Ordinary shares of 0.025p each
3,712,457
3,592,000
928
898
Preferred shares of 0.001p each
6,783
6,783
-
0
-
0
WHIZZ EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
10
Called up share capital
(Continued)
- 16 -

The preferred shares have limited voting rights, are automatically convertible into ordinary shares on the occurrence of future transactions relating to the Company at varying conversion prices with upper and lower limits, and are entitled to a fixed 5% cumulative dividend which is to be accrued and paid, at the option of the Company in either cash or further preferred shares, upon conversion.
During the year the company made three issues of ordinary shares raising a further £434,364 of new equity, with £434,314 of this being recognised within share premium.
At the reporting date the company had a share premium of £2,007,954 (2024: £1,573,640).

Enterprise Management Incentive Scheme

The company has Equity-settled share-based payments which are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model.
During the year, the company recognised total share-based payment expenses of £18,699 (2024: £0) which related to equity settled share based payment transactions.
As at 31 July 2025 there were outstanding options under an Enterprise Management Incentive scheme
in respect of 69,9 14 shares relating to 31 employees of the company and/or its subsidiaries, past or
present.

Options have been granted at various dates. Option holders acquire the right to exercise the options over
a period of three years from the date of the deed assuming they continue to be employed by the company or by a qualifying subsidiary. The exercise price of 18,380 options is £1.75 per share, the price of 6,568 options is £3.50 per share and the price of the remaining 4 4,96 6 options is £1 per share. Options lapse on the tenth anniversary of the deed.
Since the year end, the company has granted a further 38,296 EMI options to current employees at an exercise price of £2.25.

11
Parent company

It is the opinion of the directors that there is no controlling party.

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