Zoyo Limited - Half-year Financial Report
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
30 June 2026
Zoyo Limited
(the "Company" or "Zoyo")
Half Yearly results for the period ended 31 March 2026
The Directors of Zoyo are pleased to announce the Company's Unaudited Interim Results for the period ended 31 March 2026. The Interim Results will be available on the Company's website: www.zoyo.com.
The Directors accept responsibility for this announcement.
Further information:
Zoyo Limited
Shaun Carew-Wootton
Consolidated Statement of Comprehensive Income for the 6 months ended 31 March 2026
Unaudited
Unaudited
6 months to
6 months to
31 March 2026
31 March 2025
Notes
£
£
CONTINUING OPERATIONS
Revenue
3
-
-
Cost of providing services
-
-
GROSS PROFIT
-
-
Administrative expenses
4
(292,818)
(5,292)
OPERATING PROFIT / (LOSS)
(292,818)
(5,292)
Finance income
-
-
Finance expense
5
(151,525)
(169,021)
(LOSS) BEFORE INCOME TAX
(444,343)
(174,313)
Income tax
-
-
(LOSS) FOR THE PERIOD AND TOTAL COMPREHENSIVE (LOSS)
(444,343)
(174,313)
(Loss) attributable to:
Owners of the parent
(444,343)
(174,313)
LOSS PER SHARE
Basic
6
(0.003)
(19)
There is no difference between basic and diluted loss per share.
Consolidated Statement of Financial Position as at 31 March 2026
Unaudited
Audited
31 March 2026
30 September 2025
Notes
£
£
ASSETS
NON-CURRENT ASSETS
Intangible assets
-
-
Property, plant and equipment
-
-
TOTAL NON-CURRENT ASSETS
-
-
CURRENT ASSETS
Trade and other receivables
8
59,268
41,603
Cash and cash equivalents
7
2,384,332
2,613,529
TOTAL CURRENT ASSETS
2,443,600
2,655,132
TOTAL ASSETS
2,443,600
2,655,132
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital
9
1,485,844
1,485,844
Share premium
9
4,644,197
4,644,197
Capital Contribution
10
1,021,015
1,157,540
Retained losses
(8,400,487)
(8,132,669)
Other reserves
11
(630,208)
(630,208)
TOTAL EQUITY
(1,879,639)
(1,475,296)
LIABILITIES
NON-CURRENT LIABILITIES
Bank loans and other borrowings
13
1,873,251
1,721,726
CURRENT LIABILITIES
Trade and other payables
12
2,305,101
2,251,415
Bank loans and other borrowings
13
144,887
157,287
TOTAL CURRENT LIABILITIES
2,449,988
2,408,702
TOTAL LIABILITIES
4,323,239
4,130,428
TOTAL EQUITY AND LIABILITIES
2,443,600
2,655,132
Consolidated Statement of Changes in Equity
Called up share capital
Accumulated losses
Capital contribution
Share premium
Reverse Acquisition Reserve
Merger Reserve
Total equity
Changes in equity
£
£
£
£
£
£
£
Balance brought forward 1 July 2023
233
(3,803,589)
948,610
499,994
-
-
(2,354,752)
Discounting of non-interest-bearing related parties' loans
-
-
317,069
-
-
-
317,069
Reserve transfer re unwinding
-
318,627
(318,627)
-
-
-
-
Total comprehensive loss
-
(364,873)
-
-
-
-
(364,873)
Balance at 30 June 2024
233
(3,849,835)
947,052
499,994
-
-
(2,402,556)
Discounting of non-interest-bearing related parties' loans
-
-
593,296
-
-
-
593,296
Reserve transfer re unwinding
-
382,808
(382,808)
-
-
-
-
Total comprehensive loss
-
(801,363)
-
-
-
-
(801,363)
Reverse acquisition movement:
Recapitalisation of ordinary share capital of Zoyo Capital
(233)
-
-
-
233
-
-
Recapitalisation of share premium of Zoyo Capital Ltd
-
-
-
(499,994)
499,994
-
-
Honye Financial Services share capital at acquisition, to share capital of Zoyo Ltd
246,714
-
-
(246,714)
-
-
Honye Financial Services share premium at acquisition, to Share premium
-
-
-
2,252,892
(2,252,892)
-
-
Issue of shares to acquire Zoyo Capital
1,130,435
-
-
-
(26,000,000)
24,869,565
-
Subscription of shares
108,695
-
-
2,391,305
-
-
2,500,000
Zoyo Ltd - P&L reserve at acquisition
-
(3,864,279)
-
-
3,864,279
-
-
Zoyo Ltd - net liabilities at acquisition
-
-
-
-
(1,364,673)
-
(1,364,673)
Balance at 30 September 2025
1,485,844
(8,132,669)
1,157,540
4,644,197
(25,499,773)
24,869,565
(1,475,296)
Discounting of non-interest-bearing related parties' loans
-
-
-
-
-
-
-
Reserve transfer re unwinding
-
136,525
(136,525)
-
-
-
-
Total comprehensive loss
-
(404,343)
-
-
-
-
(404,343)
Balance at 31 March 2026 (unaudited)
1,485,844
(8,400,487)
1,021,015
4,644,197
(25,499,773)
24,869,565
(1,879,639)
Consolidated Statement of Cash Flows
Unaudited
Unaudited
6 months to
6 months to
31 March 2026
31 March 2025
£
£
Cash flows used in operating activities
Loss for the period / year
(444,343)
(174,313)
Finance expense
151,525
169,021
(Increase) / decrease in trade and other receivables
(17,665)
-
Increase / (decrease) in trade and other payables
93,686
5,261
Cash used in operations
(216,798)
(31)
Net cash used in operating activities
(216,798)
(31)
Cash flows used in investing activities
Purchase of intangible fixed assets
-
-
Net cash used in investing activities
-
-
Cash flows from financing activities
Loans from a shareholder
-
-
Loans from directors
-
-
Interest paid
-
-
Bank loan repayment
(12,399)
-
Net cash used in financing activities
(12,399)
-
Increase / (decrease) in cash and cash equivalents
(229,197)
(31)
Cash and cash equivalents at beginning of period
2,613,529
157
Cash and cash equivalents at end of period
2,384,332
126
Notes to the interim financial information
1. General information & principal activities
Zoyo Limited ("Zoyo" or the "Company"), formerly Honye Financial Services Limited, was incorporated and registered as a private company limited by shares on 25 April 2018 under the Companies Law (as revised) of The Cayman Islands (company number 336262). The Company's registered office is located at Ogier Global (Cayman) Limited, 89 Nexus Way, Cayman Bay, Grand Cayman, KY1-9901, Cayman Islands.
In the period up to 22 July 2025, the activity of the Company is to undertake acquisitions in companies or businesses principally in the financial services and fintech sectors, in particular companies which have the potential of growing in the Asian market.
On 23 July 2025, the Company completed the acquisition of Zoyo Capital Limited ("Zoyo Capital") through issuing of 113,043,478 new ordinary shares. The principal activity of the Company and its subsidiaries is further development on its own stand-alone trading platform and research customer onboarding technologies while applying for its own regulatory authorisation in jurisdictions where the Zoyo App(s) have strong commercial opportunities with the objective of eventually replacing the white-labelled solution with its own proprietary and fully authorised application. Also the Company will generate returns for shareholders through raising new capital through the enlarged listed entity, and operational improvement, economics of scale and the subsequent performance of the acquired business.
These Interim accounts statements as at and for the period ended 31 March 2026 comprising the Company and its subsidiaries (together referred to as the "Group"). However, the prior periods only include the original Zoyo Group which does not include Zoyo Limited and Zoyo Trading Limited.
2. Selected Material Accounting Policies
Basis of preparation
The consolidated interim financial information is for the six months ended 31 March 2026 and it has been prepared in accordance with UK-adopted international standards ("IFRS").
The consolidated interim financial information for the Zoyo for the Zoyo Group does not include all the information and disclosures required in the annual report.
The consolidated interim financial information has been prepared on a going concern basis, under the historical cost convention. The interim financial information is presented in British Pound Sterling, which is also the functional currency of the Zoyo and that of its subsidiaries.
The accounting policies and methods of computation adopted in the preparation of the consolidated interim financial information are consistent with those followed in the preparation of the annual report.
Going Concern
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and for at least one from the publication of this report. For these reasons, the directors have concluded it appropriate to adopt the going concern basis in preparing the interim financial information.
Ultimately the going concern status of the Group is dependent on the successful development of the Zoyo App and finding adequate working capital to facilitate its launch.
On 23 July 2025, Zoyo Limited (previously named Honye Financial Services Limited) acquired through a share for share exchange, 100% of the share Capital of Zoyo Capital Limited (including its subsidiaries), this will help to support the Zoyo Group's cashflow by giving the Zoyo Group access to readily-available finance and commercialisation of a white labelled equity trading platform and appointed representative ("AR") regulatory status with the FCA to undertake regulated activities.
On 26 June 2025, prior to the reversed acquisition, Zoyo Limited has received gross proceeds of £2.5 million, this will support the working capital needs for the Group in running the business at its development stage, which includes developing its own applications, for at least 12 months from the date of the annual report.
To further support the going concern of the Group, deeds of amendments were drawn up on 15 June 2025 to defer loan repayment dates to 31 December 2027 for all directors and related party loans. Should the need arise, the Group has a £1,000,000 Convertible Loan Note facility available to be drawn down.
On 9 January 2026, Zoyo Limited has engaged KSA Catalyst to advise on its expansion into the Middle East, focusing initially on Saudi Arabia and the wider Gulf region. This strategic partnership aims to support Zoyo's growth in digital assets, trading platforms, tokenisation, and related financial technologies, facilitating the establishment of regional partnerships and accelerating market access. The engagement is expected to enhance Zoyo's commercial positioning and regulatory navigation within these key jurisdictions.
Also on 15 January 2026, Zoyo Limited has announced the successful completion of the first development sprint for its proprietary Anti-Money Laundering (AML) Customer Screening Platform, which was independently developed by Zoyo Group with support from BadDino and previously received an Innovate UK Smart Grant. This advanced technology utilizes machine learning to enhance customer due diligence and compliance efficiency for financial institutions. Following beta testing, the platform will be integrated into Zoyo's own trading platform and will be offered as a B2B service to financial institutions and corporate clients, anticipating strong adoption due to regulatory demands and the need for automated screening solutions.
Basis of consolidation
Where Zoyo has control over an investee it is classified as a subsidiary. Zoyo controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any elements of control.
The consolidated interim financial information presents the results of Zoyo and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated interim financial information incorporates the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date of which control is obtained. They are deconsolidated from the date on which control ceases.
Intangible assets - development costs
Development costs relate to internally developed software which consist of labour directly attributable to the project and software used in the development project.
Expenditure on internally developed products is capitalised if it can be demonstrated that:
• it is technically feasible to develop the product for it to be sold
• adequate resources are available to complete the development
• there is an intention to complete and sell the product
• the Zoyo Group is able to sell the product
• sale of the product will generate future economic benefits, and
• expenditure on the project can be measured reliably
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred.
All development costs to date have been expensed.
Intangible assets - patents and trademarks
Patents and trademarks are capitalised and stated at cost, including any associated costs with their application.
Capitalised costs of patents and trademarks are amortised over the periods the Zoyo Group expects to benefit from selling the products it developed. Amortisation of the asset begins when development is complete, and the asset is available for use.
During the period, the asset is tested annually for impairment.
3. Revenue
During the six months ended 31 March 2026 and 31 March 2025, no revenue has been generated.
Where consultancy services are provided, revenue comprises amounts chargeable to clients for services performed during the period, exclusive of value added tax and net of discounts where applicable. The services provided are bespoke advice specific to the contract with no alternative use for the advice created and the Group has an enforceable right to receive payment for services rendered to date. Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract.
4. Employees and directors
Staff cost, including Directors' remuneration, were as follows:
Unaudited
Unaudited
6 months to
6 months to
31 March 2026
31 March 2025
£
£
Staff costs, including directors' remuneration, were as follows:
Wages and subcontractor costs
145,000
3,375
Directorship fees
49,000
-
Social security costs
9,359
-
Other pension costs
2,569
-
205,928
3,375
The average number of people employed under a contract of service (including directors) during the period was as follows:
Unaudited
Unaudited
6 months to
6 months to
31 March 2026
31 March 2025
Persons
Persons
Management
3
3
Non-executives
2
-
Legal and finance
2
1
Compliance
1
-
Technology
-
-
8
4
Directors' remuneration included in staff costs for the Group above was as follows:
Unaudited
Unaudited
6 months to
6 months to
31 March 2026
31 March 2025
£
£
Wages and subcontractor costs
75,000
-
Directorship fees
49,000
-
Social security costs
5,026
-
Other pension costs
1,928
-
130,954
-
Notes to the Financial Statements (continued)
5. Finance expense
Unaudited
Unaudited
6 months to
6 months to
31 March 2026
31 March 2025
Finance expense:
Bank loan interest
-
-
Convertible loan note interest
15,000
-
Deemed interest on discounted non-interest-bearing loans
136,525
169,021
151,525
169,021
6. Loss per share
Unaudited
Unaudited
6 months to
6 months to
31 March 2026
31 March 2025
Basic and diluted
Loss used in calculation of loss per share:
Total loss attributable to equity holders
(404,343)
(174,313)
Weighted average number of shares in issue
148,584,393
9,324
Loss per share
On total losses attributable to equity holders
(0.003)
(19)
7. Cash and cash equivalents
31 March 2026
30 September 2025
£
£
Bank accounts - Santander (£)
499
85,558
Bank accounts - DBS (£)
2,383,032
2,527,170
Bank accounts - DBS (US$)
801
801
2,384,332
2,613,529
Majority of the Group's cash is held at DBS Bank located in Singapore.
8. Trade and other receivables
31 March 2026
30 September 2025
£
£
Trade receivables
40,000
-
Other receivables
1,060
1,040
Prepayments
18,208
40,563
59,268
41,603
Notes to the Financial Statements (continued)
9. Share capital
Ordinary shares
The authorised share capital consists of 1,000,000,000 shares with a nominal value of £0.01.
Allotted, issued and fully paid, as at
No of shares
Share Capital
£
31 March 2026
148,584,393
1,485,844
30 September 2025
148,584,393
1,485,844
Share premium account
31 March 2026
£
As at 1 August 2024
2,252,892
Subscription of parent company's shares at RTO - 10,869,565
2,391,305
As at 31 March 2026
4,644,197
10. Capital contribution
Capital contribution represents the fair value of cash and other assets introduced into the Zoyo Group by shareholders. It also represents the discounting on the initial recognition of non-interest-bearing related parties' loans by the Zoyo Group.
A reserve movement is made every period to transfer to accumulated losses an amount equivalent to the unwinding of the discount on related parties' loans which had been recognised as an expense in profit or loss.
31 March 2026
30 September 2025
£
£
Capital contribution from shareholders
408,000
408,000
Discounting of non-interest-bearing loans
2,165,946
2,165,946
Reserve transfer re unwinding
(1,552,931)
(1,416,406)
1,021,015
1,157,540
Notes to the Financial Statements (continued)
11. Other reserves
Reverse acquisition reserve
The reverse acquisition reserve represents the difference between the issue equity of the legal parent (Zoyo Ltd) and the capital structure of the legal subsidiary (Zoyo Capital Ltd) at the date of the reverse acquisition.
The Reverse Acquisition Reserve which arose from the reverse takeover is made up as follows:
Reverse Acquisition Reserve
£
Pre-acquisition total net liabilities of Honye Financial Services Ltd
1
(1,364,673)
Investment in Zoyo Capital Ltd
2
(26,000,000)
Reverse acquisition expense
3
3,864,279
Recapitalisation of:
- Honye Financial Services share capital at acquisition, to share capital of Zoyo Ltd
4
(246,714)
- Honye Financial Services share premium at acquisition, to Share premium
5
(2,252,892)
- Recapitalisation of ordinary share capital of Zoyo Capital Ltd
6
233
- Recapitalisation of share premium equity of Zoyo Capital Ltd
7
499,994
(25,499,773)
1. Recognition of pre-acquisition equity of Honye Financial Services Ltd (renamed Zoyo Ltd) as at 22 July 2025
2. The value of the ordinary shares issued by the Company in exchange for the entire share capital of Zoyo Capital Ltd
3. The reverse acquisition expense represents the difference between the value of the equity issued by the Company, and the deemed consideration given by Zoyo Capital Ltd to acquire the Company
4. Recapitalisation of share capital of Honye Financial Services Ltd (renamed Zoyo Ltd), before the issue of new ordinary shares
5. Recapitalisation of share premium of Honye Financial Services Ltd (renamed Zoyo Ltd), before the issue of new ordinary shares - £2,252,892 (share premium)
6. Recapitalisation of ordinary share capital of Zoyo Capital Ltd
7. Recapitalisation of share premium of Zoyo Capital Ltd
Notes to the Financial Statements (continued)
Merger relief reserve
The merger reserve represents the difference between the consideration issued and the share capital of the merged entity (Zoyo Ltd), for the shares in issue on the date of acquisition. It is recognised in equity and is not distributable.
No of shares
£
At 1 July 2024
-
-
Issue of ordinary shares in a share for share exchange, premium of £0.22
113,043,478
24,869,565
At 30 September 2025
113,043,478
24,869,565
Movement in the 6 months to 31 March 2026
-
-
At 31 March 2026
113,043,478
24,869,565
On 23 July 2025, the Company issued 113,043,478 ordinary shares at a premium of £0.22 per share towards the acquisition of Zoyo Capital Ltd. As the shares were issued by the Company as consideration for acquiring 100% interest in Zoyo Capital Ltd, in accordance with IFRS 3 , the premium on the shares is recorded as a separate merger reserve, instead of share premium. The merger reserve is non-distributable.
12. Trade and other payables
31 March 2026
30 September 2025
£
£
Current:
Trade payables
931,246
900,038
Accrued expenses
565,868
535,876
Amounts due to related parties
372,800
372,800
PAYE / NI
261,311
260,249
Other payables
135,045
135,045
Deferred income
40,000
-
Corporation tax liabilities
6,800
7,700
VAT payable
32,030
39,707
2,345,100
2,251,415
Notes to the Financial Statements (continued)
13. Bank loans and other borrowings
31 March 2026
30 September 2025
£
£
Current:
Bank loan (due < 1 year)
27,601
40,000
Directors' loans (due < 1 year)
36,302
36,303
Other loans (due < 1 year)
80,984
80,984
144,887
157,287
Non-current:
Directors' loans (due > 1 year)
621,894
558,738
Related parties' loans (due > 1 year)
721,357
647,988
Other loans (due > 1 year)
530,000
515,000
1,873,251
1,721,726
Aggregate amounts
2,018,138
1,879,013
Bank loan (due < 1 year)
All Zoyo's business bank accounts were suspended between Q3 2024 and Q1 2025, during which Zoyo Capital Group's companies were unable to make or receive payments. Zoyo Technology Limited's bank account was subsequently closed, resulting in an alleged breach of loan covenant relating to a business banking bounce-back loan instrument. Zoyo believes it was the victim of financial misconduct and has an active complaint with the Financial Ombudsman. The last correspondence with the Ombudsman was received on 20/06/2025, confirming that the case has now been assigned an investigator.
On 12 January 2026, Santander has assigned Zoyo Technology's bank loan debt to a credit management company which is keen to resolve the matter, the balance due is therefore included in current liabilities.
On 4 February 2026, the directors have negotiated a 50% settlement discount of the loan via the credit management company "Zinc Capital Management". The revised repayment balance of £20,701 was verbally agreed that the repayments of the discounted balance are to be made over 3 months (February to April 2026), since the loan was still outstanding at 31 March 2026, the full debt amount is therefor included in current liabilities.
Directors' loans (due < 1 year)
Current directors' loans consist of payments which directors have made on the Group's behalf.
Notes to the Financial Statements (continued)
Other loans (due <1 year)
Convertible loan note
On 4 April 2025, the Company has by resolution of its Board passed on, created and authorised the issue of up to £1,500,000 unsecured Convertible loan note with interest payable thereon at 6% per annum. On 4 April 2025, £500,000 of Convertible loan note has been subscribed to by Ms. Gu Qian.
The loan notes, together with all accrued interest and any outstanding sums, becomes due and payable by Zoyo Ltd (previously named Honye Financial Services Ltd) on 4 April 2028, being the 36-month anniversary of the date which the Convertible loan note certificate is issued in respect of each respective Tranche, unless previously redeemed, converted or cancelled.
The convertible loan note cannot be converted, even though the name of the instrument suggests it does, therefore the convertible loan note is treated as a loan.
Loan from a shareholder
On 30 September 2025, Zoyo Ltd borrowed an unsecured short-term loan of £80,984 at 0% from Mr Li Wei Huan (a shareholder of Zoyo Ltd), and the loan shall be repaid in full within three months from the date of each of the advances. This remained unpaid at 31 March 2026.
Directors' loans (due >1 year)
The directors' loans are non-interest-bearing loans therefore they need to be discounted to initially measured them at fair value and then to build them back to their respective settlement amounts.
On 3 May 2019, Zoyo Capital Limited borrowed an unsecured loan of £60,000 at 0% interest from W Wang, and the repayment on the first of the following events: (i) 3 May 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £41,148 (2025: £36,962).
On 9 August 2019, Zoyo Capital Limited borrowed an unsecured loan of £100,000 at 0% interest from D Powell, and the repayment on the first of the following events: (i) 9 August 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £68,579 (2025: £61,604).
On 10 January 2020, Zoyo Capital Limited borrowed an unsecured loan of £38,000 at 0% interest from W Wang, and the repayment on the first of the following events: (i) 10 January 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £26,060 (2025: £23,410).
Notes to the Financial Statements (continued)
On 14 June 2021, Zoyo Capital Limited borrowed an unsecured loan of £71,000 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 1 January 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £50,682 (2025: £45,730).
On 30 August 2021, Zoyo Capital Limited borrowed an unsecured loan of £149,998 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 1 January 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405).
On 30 November 2021, Zoyo Capital Limited borrowed an unsecured loan of £149,998 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 1 July 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405).
On 28 February 2022, Zoyo Capital Limited borrowed an unsecured loan of £149,998 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 31 December 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405).
On 31 May 2022, Zoyo Capital Limited borrowed an unsecured loan of £186,462 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 31 December 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £127,874 (2025: £114,868).
The remaining balance of £1,050 relates to other immaterial transactions with the directors.
The above extensions to directors' loan repayment terms resulted in a substantial modification, the extensions are treated as extinguishment, the original loan is deemed to have been effectively settled by the new arrangement entered into, this triggers the recognition of an additional capital contribution within the Consolidated Statement of Changes in Equity and the impact to the Consolidated statement of Comprehensive Income is £nil.
Related parties' loans (due > 1 year)
On 27 March 2018, L&S Capital Limited has agreed to lend an unsecured loan of £129,000 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 30 May 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £90,437 (2025: £75,579).
Notes to the Financial Statements (continued)
On 30 May 2019, L&S Capital Limited has agreed to lend an unsecured loan of £134,000 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 30 May 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan valued at £89,928 (2025: £86,439).
On 25 March 2019, L&S Group Limited has agreed to lend an unsecured loan of £152,000 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 30 May 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £104,233 (2025: £93,632).
On 30 August 2021, L&S Group Limited has agreed to lend an unsecured loan of £149,998 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 01 January 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan valued at £102,867 (2025: £92,405).
On 30 November 2021, L&S Group Limited has agreed to lend an unsecured loan of £149,998 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 01 July 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405).
On 28 February 2022, L&S Group Limited has agreed to lend an unsecured loan of £149,998 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 31 December 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405).
On 31 May 2022, L&S Group Limited has agreed to lend an unsecured loan of £186,876 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 31 December 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £128,158 (2025: £115,123).
The above extensions to related party loan repayment terms resulted in a substantial modification, the extensions are treated as extinguishment, the original loan is deemed to have been effectively settled by the new arrangement entered into, this triggers the recognition of an additional capital contribution within the Consolidated Statement of Changes in Equity and the impact to the Consolidated statement of Comprehensive Income is £nil.
Notes to the Financial Statements (continued)
14. Related party transactions
The parent company of the Group is Zoyo Ltd (previously Honye Financial Services Ltd).
Transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.
During the 6 months ended 31 March 2026 and 31 March 2025, there were no transactions between the group companies and their related parties who are not members of the Zoyo Group.
Relationship
Supply of services
Amounts owed by related parties
Amounts owed to related parties
2026
2026
2026
£
£
£
Y X Liu
Director
-
339
30,192
DPH Powell
Director
-
-
69,441
W Wang
Director
-
-
558,902
L&S Capital Limited
Majority shareholder - W Wang
-
-
180,363
L&S Group Limited
Majority shareholder - Y X Liu
-
-
540,994
Maxima Consultants Limited
Majority shareholder - DPH Powell
-
-
372,800
During the 15 months ended 30 September 2025, group companies entered into the following transactions with related parties who are not members of the Zoyo Group.
Relationship
Supply of services
Amounts owed by related parties
Amounts owed to related parties
2025
2025
2025
£
£
£
Y X Liu
Director
-
339
30,192
DPH Powell
Director
-
-
62,467
W Wang
Director
-
-
502,721
L&S Capital Limited
Majority shareholder - W Wang
-
-
162,018
L&S Group Limited
Majority shareholder - Y X Liu
-
-
485,970
Maxima Consultants Limited
Majority shareholder - DPH Powell
-
-
372,800
15. Ultimate controlling party
During the 6 months ended 31 March 2026 and 15 months ended 30 September 2025, there is no ultimate controlling party of the Group.
Notes to the Financial Statements (continued)
16. Contingencies and commitments
There are no contingencies or commitments during the reporting period.
17. Non-adjusting subsequent events
There are no significant subsequent events post the reporting period.
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