ZZISH LIMITED

Company Registration No. 08378462 (England and Wales)

ZZISH LIMITED Unaudited accounts for the year ended 31 January 2026

CONTENTS

PAGE

Statement of financial position

3

Notes to the financial statements

5

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ZZISH LIMITED Statement of Financial Position as at 31 January 2026

Note

2026

2025

£

Fixed assets

Tangible fixed assets

2

8,622

9,724

8,622

9,724

Current assets

Debtors

4

15,547

354,180

Cash at bank and in hand

33,812

55,147

49,359

409,327

Creditors: amounts falling due within one year

5

(628,761)

(2,006,269)

Net current assets/(liabilities)

(579,402)

(1,596,942)

Total assets less current liabilities

(570,780)

(1,587,218)

Net assets/liabilities

(570,780)

(1,587,218)

Capital and reserves

Called up share capital

4,680

3,929

Share premium account

7,541,988

6,184,716

Profit and loss account

(8,117,448)

(7,775,863)

Shareholders' funds

(570,780)

(1,587,218)

For the period ending 31 January 2026 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 in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The accounts have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.

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ZZISH LIMITED Statement of Financial Position as at 31 January 2026

The financial statements were approved by the board of directors on 30 October 2026 and signed on behalf of the board by:

....................... Charles Stephen Wiles Director

Company Registration Number 08378462 The company is a private company limited by shares, which is incorporated in England and Wales (no 08378462). The address of the registered office is 118a East Barnet Road Barnet EN4 8RE.

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ZZISH LIMITED Notes to the financial statements for the year ended 31 January 2026

1 Compliance with Accounting Standards

The financial statements have been prepared in accordance with the Financial Reporting Standard 102 Section 1A Small Entities. There were no significant departures from that standard.

2 Tangible fixed assets

	Computer	Total
	equipment
	£	£
Cost
At 31 January 2025	46,875	46,875
Additions	4,440	4,440
Disposals	-	-
Revaluations	-	-

At 31 January 2026	51,315	51,315

Depreciation
At 31 January 2025	37,151	37,151
On disposals	-	-
Charge for the year	5,542	5,542
Other movements (impairment / revaluation)	-	-

At 31 January 2026	42,693	42,693


Net book value
At 31 January 2026	8,622	8,622

At 31 January 2025	9,724	9,724

3 Accounting Policies

Basis of preparation

These individual financial statements have been prepared under the historical cost convention, the Companies Act 2006 and FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, including Section 1A for small entities. The company has no subsidiaries. The company has not early adopted the Periodic Review 2024 amendments that are principally effective for accounting periods beginning on or after 1 January 2026.

Presentation currency

The financial statements are presented in pounds sterling, the company’s functional currency, rounded to the nearest pound. Displayed totals may differ by £1 due to rounding. In the debtors and creditors note tables, the first numerical column gives the amounts at 31 January 2026 and the second gives the comparative amounts at 31 January 2025.

Revenue recognition

Turnover is measured at the fair value of consideration receivable, excluding value added tax and discounts. Subscription revenue is recognised over the period in which access is provided. Amounts attributable to future access are deferred. Advance receipts for batches of activation licences are deferred until access is provided or the related unused rights expire or are otherwise demonstrably extinguished. Non-refundability alone does not establish that the service has been provided.

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ZZISH LIMITED Notes to the financial statements for the year ended 31 January 2026

3 Accounting Policies (continued)

Property, plant and equipment

Equipment and fixtures are stated at cost less accumulated depreciation and impairment. Depreciation is charged on a straight-line basis over five years, with nil estimated residual value. Useful lives, residual values and impairment indicators are reviewed at each reporting date.

Deferred taxation

Current tax is recognised for amounts payable or recoverable in respect of current and prior periods. Changes to estimated research and development tax credits are recognised when the revised amount is established. Deferred tax is recognised on timing differences, subject to the requirements of FRS 102. Deferred tax assets for losses are recognised only to the extent that recovery is probable. No deferred tax asset on losses is recognised in these accounts.

Foreign exchange

Foreign currency transactions are translated at the rate on the transaction date. Monetary assets and liabilities are retranslated at the reporting-date rate. Exchange differences are recognised in profit or loss. Non-monetary items measured at historical cost retain their transaction-date exchange rate.

Pension costs

Contributions to defined contribution pension schemes are charged as an expense in the period to which they relate.

Going concern

The company has net liabilities at the reporting date, including customer consideration received in advance for future subscription access. Since the year end, the company has substantially reduced its ongoing operating costs and renegotiated its HMRC Time to Pay arrangement. At the date of approval of these accounts, the director considers that these changes have strengthened the company's financial position and that the revised repayments are affordable within its forecast cash flows. The director has assessed post-year-end trading, available cash, forecast customer collections, operating expenditure and scheduled debt repayments, including the revised HMRC Time to Pay arrangement, for at least twelve months from authorisation of these accounts. The assessment takes account of the cost reductions and Azure credits described in note 9. Based on that assessment, the director expects the company to meet its liabilities as they fall due and has adopted the going concern basis. The assessment takes account of the timing of customer collections and depends on continued trading performance.

Provisions

A provision is recognised when a past event creates a present obligation, an outflow of economic benefits is probable and the amount can be estimated reliably. Tax-account interest is accrued using the best estimate supported by the available charge and payment records.

Financial instruments

Short-term debtors and creditors are measured at transaction price, less impairment where applicable. Basic loans and other financial instruments are initially measured at transaction price, including relevant transaction costs, and subsequently at amortised cost using the effective interest method. The interest-free loan from the shareholder-director is measured at transaction price under the applicable small-entity exemption.

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ZZISH LIMITED Notes to the financial statements for the year ended 31 January 2026

3 Accounting Policies (continued)

Judgements and key sources of estimation uncertainty

The main estimates concern subscription service periods and the annual-plan proportion of teacher subscriptions, tax-account interest and credit allocations, equipment useful lives and debtor recoverability. Teacher subscriptions are estimated to comprise 80% annual plans, with income allocated over the relevant access periods. HMRC interest and historical credit allocations are estimated from the available charge and payment records and may change when final allocation or settlement information is available. The Bounce Back Loan balance is estimated from lender terms and the recorded payment history. The unactivated licence batch described in note 5 remains deferred because the contractual access rights were outstanding at both reporting dates.

4 Debtors

	£	£
Trade debtors	-	271,273
Accrued income and prepayments	1,712	-
Other debtors	13,835	82,907

	15,547	354,180

5 Creditors: amounts falling due within one year

	£	£
Bank Loans	1,000	3,116
Deferred income	252,186	260,644
Accruals	-	2,647
Trade creditors	1,400	23,091
PAYE and NI	267,397	430,196
Other creditors	106,778	1,286,575

	628,761	2,006,269

Deferred income of £252,186 (2025: £260,644) represents consideration received in advance for subscription access to the company's existing platform. It includes £166,667 relating to a non-refundable batch of activation licences. These licences must be activated within 24 months of 27 December 2024, with each activation providing twelve months' access. These balances represent obligations to provide future access and are measured by reference to the consideration received, rather than the estimated cost of providing that access. The contractual activation rights remained outstanding at the reporting date. Other creditors include investment subscriptions awaiting share allotment of £93,000 (2025: £1,237,540). These are amounts already received pending share allotment and are presented as liabilities until the related shares are allotted. The director loan included within other creditors is disclosed in note 7. The PAYE and National Insurance balance includes accrued interest and penalties. The company has an agreed Time to Pay arrangement with HMRC in respect of its PAYE and National Insurance liabilities. The subsequent PAYE-account balance is described in note 9. The director has assessed the scheduled repayments alongside forecast operating expenditure and customer receipts and considers the arrangement affordable within the company's projected cash flows. The estimated bank loan principal of £1,000 is repayable within one year and is unsecured. There are no creditors due after more than one year in either year presented.

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ZZISH LIMITED Notes to the financial statements for the year ended 31 January 2026

6 Share capital

Issued and fully paid at 31 January 2026: 40,409,902 Ordinary shares and 6,388,745 A Ordinary shares, each with a nominal value of £0.0001. At 31 January 2025 there were 39,291,601 Ordinary shares and no A Ordinary shares on the comparative basis presented. Aggregate nominal capital is £4,679.8647 (2025: £3,929.1601). During the year 1,118,301 Ordinary shares and 6,388,745 A Ordinary shares were allotted for aggregate consideration of £1,358,022.90, including conversions of earlier subscriptions. A Ordinary shares carry voting and dividend rights and a 1x participating liquidation preference. Ordinary shares carry voting rights, subject to the reserved-matter provisions in the articles. During the year, share allotments, including the conversion of investment subscriptions previously recognised as liabilities, strengthened the company's balance sheet. Net liabilities reduced from £1,587,218 at 31 January 2025, as restated, to £570,780 at 31 January 2026.

7 Transactions with related parties

The company owed a director-shareholder £12,833 at the year end (2025: £47,833). During the year it received advances of £15,000 and made repayments of £50,000. The loan is interest-free and has no fixed repayment date or written agreement. The director does not intend to seek repayment unless the company can continue to meet its obligations as they fall due, including payments under its agreed HMRC Time to Pay arrangement. Any repayment would be considered in light of the company's financial position, the interests of its creditors and the director's statutory duties. It is classified as a current liability.

8 Average number of employees

The average number of persons employed, including directors, during the year was 4 (2025: 6).

9 Events after the reporting date

On 3 June 2026 the company allotted 1,863,962 A Ordinary shares, increasing aggregate nominal share capital to £4,866.2609. The filed return states an issue price of £0.09324 per share, equivalent to approximately £173,796 consideration. The allotment may include conversion of subscriptions received earlier and is not assumed to represent cash collected on that date. It is a non-adjusting event. Following the year end, the company was awarded US$350,000 of Microsoft Azure startup credits and completed its migration from AWS to Azure in June 2026. Based on current usage, the company estimates that the available credits reduce cash expenditure on hosting and database services by approximately £8,000 per month, subject to eligible usage and the credit terms. The company continues to develop and launch education technology products for schools and teachers. In October 2026, the company launched Quizalize Notebook, a generative AI assistant designed specifically for teachers, extending the functionality of its Quizalize platform. At 30 October 2026, the company’s outstanding PAYE-account balance with HMRC had reduced further to approximately £173,100.

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ZZISH LIMITED Notes to the financial statements for the year ended 31 January 2026

10 Prior period adjustment

The comparative figures have been restated to recognise subscription income over the relevant access periods and to reflect historical tax-credit allocations and share allotments. Deferred income at 31 January 2025 is £260,644, comprising £166,667 for unactivated batch licences and £93,977 for other subscription access attributable to future periods. The subscription adjustment increases the comparative year's loss by £202,948 and opening retained losses at 1 February 2024 by £57,695. The comparative recognises a historical R&D credit of £30,557 allocated by HMRC to PAYE and presents £82,906 of VAT and corporation tax recoverables separately from tax creditors. Share capital, share premium and investment subscriptions awaiting allotment have been aligned with the allotment and conversion records, including the £100,000 conversion on 1 May 2025. Opening retained losses at 1 February 2024 increase by £85,403, comprising subscription deferrals of £57,695, historical Future Fund interest of £55,781 and related costs of £2,484, less the £30,557 R&D allocation. Bad debts previously deducted from sales are presented as expenses, and server costs previously included in administrative expenses are presented as cost of sales. These presentation changes do not change net assets. Cash balances are unchanged. The principal effects on the comparative figures are set out below (pounds sterling; previously filed / restated): Turnover: 365,772 / 190,078 Cost of sales: nil / 67,794 Administrative expenses: 827,031 / 794,674 Other operating income: nil / 9,451 Finance costs: nil / 1,217 Loss before tax: 461,259 / 664,156 Tax credit: 20,000 / 20,000 Loss for the year: 441,259 / 644,156 Tangible fixed assets: 9,723 / 9,724 Debtors: 271,273 / 354,180 Cash: 55,147 / 55,147 Current assets: 326,420 / 409,327 Current creditors: 1,593,356 / 2,006,269 Net liabilities: 1,257,213 / 1,587,218 Share capital: 3,986 / 3,929 Share premium: 6,226,365 / 6,184,716 Retained losses: 7,487,564 / 7,775,863 Figures are rounded consistently with the primary statements.

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