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 January 2026

 

Zoyo Limited

 (the "Company" or "Zoyo")

 Final Results for the year ended 30 September 2025 

 

The Directors of Zoyo Group are pleased to announce the Company's audited final results for the year ended 30 September 2025. The Annual Report 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

                                                                                                                    nnShaun.Wootton@zoyoglobal.com

 

Highlights for the 2025 Financial Year

 

During the financial year, Zoyo Limited (formerly Honye Financial Services Limited "Honye") completed, via a reverse takeover transaction, its transition from an Equity Shares (Shell Companies) category ("Shell Companies Category") into a fully operation trading enterprise listed on the Equity Shares (Transition) category of the Official List and to trading on the Main Market of the London Stock Exchange.

 

Honye was set up to undertake one or more acquisitions of a company or businesses in the financial services and in particular the fintech sector principally in Europe and Asia. 

 

On 9 June 2021, Honye announced that it had signed non-binding heads of agreement with the shareholders of Zoyo Capital Limited ("Zoyo Capital"), which set out the key terms for the proposed acquisition of the entire issued share capital of Zoyo Capital.  It is anticipated that it will be satisfied entirely by the issue of new Honye shares to the Zoyo Capital's shareholders.

 

On 4 April 2025, Honye has created and authorised the issue of up £1,500,000 of unsecured Convertible loan note with interest payable thereon at 6% per annum and with a 3-year maturity, of which £500,000 in aggregate has been issued as at the date of this annual report.

 

In June 2025, Mr Weng Jian Xiong has made an equity subscription in the sum of £2,500,000 at a price subscribed to 10,869,565 at a price of £0.23 per share.

 

On 23 July 2025, Honye acquired through a share for share exchange, 100% of the share Capital of Zoyo Capital Limited (which constituted a reverse takeover under the Listing Rules) and the Company's shares were re-admitted to trading. On 26 July 2025, Honye changed its name to Zoyo Limited (" Company") and commenced trading under the ticker "Zoyo".  The Group includes Zoyo Limited and its subsidiaries.

 

On consolidation and presentation of the Group's financial position, performance and cash flows, Zoyo Capital was treated as the accounting acquirer, and the legal parent company, Zoyo Ltd, was treated as the accounting subsidiary, as if Zoyo Capital had acquired Zoyo Ltd.  As a result, and unlike a traditional acquisition, the value of £26 million ascribed to Zoyo Capital was not capitalised as a non-current asset but instead recorded as shareholders' equity in the consolidated balance sheet.

 

The Statement of Financial Position as at 30 September 2025 shows the acquisition of Zoyo Capital by Zoyo Ltd, which occurred on 23 July 2025. The Income Statement, Statement of Financial Position and Statement of Cashflows show for the period ended 30 September 2025, the results of Zoyo Capital with the inclusion of Zoyo Ltd from 23 July 2025. The Income Statement, Statement of Financial Position and Statement of Cashflows at 30 June 2024 are those of Zoyo Capital and its subsidiaries on a standalone basis. 

 

In addition, the accounting for the reverse acquisition itself is deemed to be the issue of shares to the original Honye shareholders by Zoyo Capital and this is accounted for as a share-based payment which gives rise to a non-cash charge in the income statement of £3,864,279, which is included within the reverse acquisition reserve.  The Reverse Acquisition Accounting is described in more detail in note 7 to these financial statements.

 

Following Completion of the Acquisition, the principal activity of the Company will be to act as a holding company for a group of diverse FinTech companies.

 

Chairman's Statement

Shaun Carew-Wootton (Chairman)

 

This Annual Report covers more than a years' of fundamental change for Honye Financial Services Limited ("the Company").

 

At the beginning of the financial year, the Company operated as a cash shell, with no trading activities and a mandate to identify and evaluate suitable acquisition opportunities. During the year, the Company completed the reverse takeover (the "Reverse Takeover") of Zoyo Capital Limited, was re-admitted to the Main Market of the London Stock Exchange in the Equity Shares (Transition) Category and subsequently changed its name to Zoyo Limited ("the Company"). The completion of the Reverse Takeover and the associated Admission represent the defining events of the period under review.

 

As a result, the financial year comprises two clearly distinct phases. Prior to completion of the Reverse Takeover, the Company's activities were limited to capital preservation, compliance with its listing obligations and the execution of the transaction. Following completion, the Company became the holding company of an early-stage operating group with a defined strategy, new management and a materially different risk profile. The Board considers it important that shareholders read this report with that context firmly in mind.

 

Completion of the Reverse Takeover resulted in a fundamental transformation of the Company's purpose, governance and operations. The Board was reconstituted on completion, new Board committees were established and a governance framework appropriate for a Main Market listed operating group was put in place. Policies, internal controls and reporting structures were implemented to support the Group's new activities and regulatory obligations.

 

In the period following completion, the Board's focus was not on short-term financial performance, but on ensuring that the Group was properly structured, governed and controlled. Particular emphasis was placed on governance, regulatory planning and risk management, which the Board considers essential given the Group's early stage of development and the regulatory environment in which it operates.

 

The Group's strategy is described in more detail elsewhere in this Annual Report. At a high level, the Board's objective is to oversee the development of a technology-enabled financial services business through a phased and controlled approach. The strategy adopted seeks to balance ambition with discipline, placing regulatory compliance, governance and capital management alongside technological and commercial development.

 

During the period in review , the Company changed its financial year end to September from July on 26 July 2025 in order to better align the Group's reporting cycle with its operational and governance requirements following completion of the Reverse Takeover.

 

Post-admission and post year-end developments

 

Following Admission and subsequent to the financial year end, the Company announced a number of matters relating to the completion and implementation of the Reverse Takeover. These included confirmation of Admission and first day of dealings, the change of the Company's name, the publication of the prospectus in connection with the Reverse Takeover and announcements relating to the acquisition and associated subscription.

 

Since Admission on the 23 July 2025, the Board and management have focused on the orderly integration of the acquired business into the listed group structure, the establishment of appropriate governance and reporting arrangements and the progression of regulatory and operational planning in line with the strategy set out at Admission. No material deviations from the strategy described in the prospectus have been announced during the period.

 

The Board would like to record its thanks to Xu Wanbao, who resigned as an Executive Director on Admission, for his contribution to the Company during the period in which it operated as a cash shell and through the early stages of the Reverse Takeover process.

 

The Board recognises that the Group remains at an early stage of development and that the period ahead will continue to involve investment, execution risk and regulatory engagement. The Board's priorities remain unchanged: to maintain robust governance, ensure regulatory compliance and support management in executing the Group's strategy in a disciplined and controlled manner.

 

Looking ahead, the Board remains confident in the strategic direction set at the time of Admission and believes that the foundations established during the period position the Group appropriately for its next phase of development. The coming year will be focused on progressing regulatory engagement, advancing platform readiness and maintaining a disciplined approach to capital deployment. The Board will continue to prioritise strong governance, regulatory compliance and prudent oversight as the Group executes its strategy in a controlled and measured manner.

 

Shaun Carew-Wootton
Chairman

 

Chief Executive's Statement

Wei (Ivy) Wang (Chief Executive Office)

 

The financial year under review marked the Group's transition from a cash shell to an early-stage operating business following completion of the Reverse Takeover and Admission to the Main Market of the London Stock Exchange.

 

Prior to completion of the Reverse Takeover, the Company undertook no trading activities. Following completion, management's focus was on establishing the operational, regulatory and organisational foundations required to support the Group's strategy. Performance during the post-completion period is therefore best assessed by reference to progress against delivery milestones rather than financial outcomes.

 

Operational focus post-completion

 

Following Admission, management prioritised the integration of the acquired business into the listed group structure and the establishment of appropriate governance, reporting and control processes. This included the implementation of internal policies, reporting lines and third-party arrangements consistent with the Group's status as a Main Market listed company.

 

Technology and platform development

 

The Group's strategy is underpinned by the development of a technology-enabled financial services platform. During the period, activity focused on platform architecture, system resilience, data security considerations and alignment with anticipated regulatory requirements.

 

Regulatory and compliance progress

 

The Group operates in a regulated environment. Regulatory engagement and compliance planning therefore remain central to the Group's strategy. During the post-completion period, management reviewed inherited regulatory arrangements and progressed planning towards direct regulatory authorisation.  The Group is preparing to revive Zoyo Securities 2019 FCA regulatory application and has and has retained the in-house compliance resource who helped with the drafting the regulatory business plan and supporting policies. 

 

People and organisation

 

Given the Group's early-stage status, management has prioritised flexibility and cost discipline while ensuring that key functions are appropriately resourced. The Group continues to operate with a lean organisational structure, supported by external advisers and service providers where appropriate.

 

Financial overview

 

The Group's financial results for the period primarily reflect the Capital with Statement of Financial Position at 30 September 2025 shows the acquisition of Zoyo Capital by Zoyo Ltd, which occurred on 23 July 2025. The Income Statement, Statement of Financial Position and Statement of Cashflows were for the period ended 30 September 2025 the results of Zoyo Capital with the inclusion of Zoyo Ltd from 23 July 2025. The Income Statement, Statement of Financial Position and Statement of Cashflows at 30 June 2024 are those of Zoyo Capital and its subsidiaries on a standalone basis. 

 

On consolidation and presentation of the Group's financial position, performance and cash flows, Zoyo Capital was treated as the accounting acquirer, and the legal parent company, Zoyo Ltd, was treated as the accounting subsidiary, as if Zoyo Capital had acquired Zoyo Ltd.  As a result, and unlike a traditional acquisition, the value of £26 million ascribed to Zoyo Capital was not capitalised as a non-current asset but instead recorded as shareholders' equity in the consolidated balance sheet.

 

In addition, the accounting for the reverse acquisition itself is deemed to be the issue of shares to the original Honye shareholders by Zoyo Capital and this is accounted for as a share-based payment which gives rise to a non-cash charge in the income statement of £3,864,279, which is included within the reverse acquisition reserve.  The Reverse Acquisition Accounting is described in more detail in note 7 to these financial statements.

 

Post year-end development

 

Following the financial year end, management has continued to focus on progressing the Group's strategy in line with the framework set out at Admission.  To date, focus has been on the successful integration of the Sage Intacct accounting system, which went live in October 2025 which has improved operational efficiency and controls, and the development of Zoyo's proprietary Anti-Money Laundering (AML) Customer Screening Platform, which completed its first development sprint to demonstrate functionality in January 2026.  

 

The platform was independently developed by Zoyo Group, with BadDino, an award-winning digital agency, supporting system build and implementation. It leverages advanced algorithms and machine learning to streamline customer due diligence and enhance compliance efficiency for financial institutions. The project previously received the Innovate UK Smart Grant, which is a flagship funding program initiated by the British Government, recognising its innovation and potential impact in combating financial crime.

 

Following the completion of Beta testing, the AML technology will be used by Zoyo's own trading platform. In addition, Zoyo will officially launch its B2B service, enabling financial institutions and corporate clients to integrate the AML platform into their operations seamlessly. The company anticipates strong adoption driven by regulatory compliance requirements and the increasing demand for automated, reliable screening solutions.

 

Furthermore, the Company has recently 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.

 

Outlook

 

The Group remains at an early stage of development. Management's priorities remain the establishment of robust operational and regulatory foundations and the disciplined execution of the Group's strategy. In the period ahead, focus will continue to be placed on progressing regulatory engagement, advancing platform readiness and ensuring that capital is deployed in a controlled and proportionate manner, consistent with the framework set out at Admission.

 

Wei (Ivy) Wang
Chief Executive Officer

 

Strategic Report

 

Introduction

 

This Strategic Report describes the Group's business model, strategy and principal considerations for the period ended 30 September 2025. It should be read in conjunction with the Chairman's Statement, the Executive Officer's Report and the Principal Risks and Uncertainties section of this Annual Report.

 

Business Model

 

Following completion of the Reverse Takeover and Admission, the Group operates as an early-stage, technology-enabled financial services business. The Group's model combines the development of proprietary technology with regulated market access, delivered through a phased and controlled approach.

 

The Group is at an early stage of development and has not yet commenced material commercial operations. The Board and management have therefore focused on establishing the operational, governance and regulatory foundations required to support the Group's strategy.

 

Market and regulatory context

 

The Group operates in a market characterised by regulatory complexity and ongoing technological change. Regulatory compliance is a prerequisite for participation and is a core element of the Group's strategy. The Board considers early and ongoing regulatory engagement to be essential to the long-term viability of the business.

 

Strategy and objectives

 

The Board has adopted a phased strategy designed to balance ambition with discipline and risk management. The strategy comprises an initial foundation phase, followed by development and, subject to regulatory progress and market conditions, growth.

 

During the foundation phase, the Group's priorities include the establishment of appropriate governance and internal controls, progression of regulatory planning and the development of the Group's technology platform.

 

Performance against objectives

 

Given the timing of the Reverse Takeover and the Group's early stage of development, performance during the period is best assessed by reference to progress against organisational, regulatory and operational objectives rather than financial outcomes. During the post-completion period, the Board have focused on agreeing partners to deliver the various platforms and build out of the AML/KYC application.

 

Operating model

 

The Group operates with a lean organisational structure appropriate to its current stage of development. Key functions are supported by external advisers and third-party service providers where appropriate, allowing the Group to remain flexible and cost-efficient while maintaining access to specialist expertise.

 

Use of capital

 

At Admission, the Company stated that capital raised would be used to support technology development, regulatory and compliance costs, recruitment of key personnel and general working capital. The Board continues to oversee capital deployment closely and reviews expenditure against strategic priorities on a regular basis.

 

Key performance indicators

 

Given the Group's stage of development, the Board considers that traditional financial key performance indicators are not yet the most appropriate measures of performance. Progress is therefore assessed against milestone-based indicators linked to regulatory, operational and technology development.

 

The following KPIs are available for review, and this has been supported by the integration of the Sage Intacct accounting system in October 2025:

 

 

·   Group profit and loss (Actual - month, year to date, quarter to date, half year to date);

·   Group profit and loss (month actual vs month budget, month to date actual vs month to date budget, commentary on significant differences);

·   Group profit and loss (month actual vs month forecast, month to date actual vs month to date forecast, commentary on significant differences);

·   Group balance sheet (at month end, against budget and forecast and commentary on significant differences);

·    Group revenue analysis by stream (actual to date with charts);

·    Group cost of providing a service analysis by type (actual to date with charts);

·    Group cash flows analysis (monthly and year to date, against budget and commentary on significant differences);

·  Group capital expenditure analysis (monthly and year to date and commentary on significant differences);

·    Group personnel cost reconciliation;

·    Aged trade creditors at month end;

·    Aged trade debtors at month end;

Stakeholder and governance statement

 

The Company is incorporated outside the United Kingdom and is therefore not subject to the provisions of Section 172 of the Companies Act 2006. Notwithstanding this, the Board recognises the importance of maintaining high standards of corporate governance and of considering the interests of stakeholders when making decisions.

 

In discharging its duties during the year, the Board has had regard to the long-term consequences of its decisions, the interests of the Company's shareholders, the need to maintain constructive relationships with regulators, advisers and other counterparties, and the desirability of maintaining high standards of business conduct and governance.

 

Environmental and climate-related matters

 

The Group's operations are currently limited in scale and do not involve material environmental impact. The Board considers that climate-related risks and opportunities are not material to the Group at this stage of its development.  The Board will continue to monitor environmental and climate-related matters as the business evolves and will keep the appropriateness of any formal environmental, social and governance considerations and disclosures under review as the Group's activities expand and its operational footprint develops.

 

Principal risks and uncertainties

 

The Board recognises that effective risk management is central to the Group's ability to execute its strategy in a controlled and compliant manner. As an early-stage operating group in a regulated sector, the Group faces a range of risks which could materially affect its business, financial position and prospects.

 

The risks set out below are those which the Board considers to be the principal risks facing the Group at the date of this report. They are not presented in any order of priority.

 

Regulatory authorisation and compliance risk

 

The Group operates in a highly regulated environment. The ability to carry on certain activities is dependent on obtaining and maintaining appropriate regulatory permissions and complying with ongoing regulatory obligations.

 

There is a risk that regulatory authorisations may take longer than anticipated to obtain, may be subject to conditions, or may not be granted at all. There is also a risk that changes in regulatory requirements, supervisory expectations or regulatory interpretation could require modifications to the Group's operating model, systems or strategy.

 

The Board seeks to mitigate this risk through early and ongoing engagement with regulators, the use of experienced advisers and the establishment of internal governance, compliance and reporting frameworks appropriate to the Group's activities.

 

Early-stage business risk

 

Following completion of the Reverse Takeover, the Group is at an early stage of development and has limited operating history as a listed operating group. The business has not yet commenced material commercial operations.

 

There is a risk that the Group may not be able to execute its strategy as planned, that development milestones may be delayed, or that the business model may need to be adapted in response to regulatory, technological or market factors.

 

The Board mitigates this risk through a phased development strategy, disciplined capital allocation and close oversight of progress against strategic priorities.

 

Technology development and execution risk

 

The Group's strategy is underpinned by the development of a technology-enabled platform. Technology development involves inherent risks, including delays, cost overruns, design limitations and integration challenges.

 

There is also a risk that systems may not perform as intended, may require significant modification, or may be subject to cyber security or data protection issues.

The Board oversees technology development closely and seeks to mitigate this risk through structured development processes, third-party assurance where appropriate and consideration of resilience, security and scalability from the outset.

 

Dependence on key personnel

 

The Group currently relies on a small number of individuals with specialist skills and experience. The loss of one or more key personnel could adversely affect the Group's ability to execute its strategy and manage regulatory and operational requirements.

 

The Board recognises this risk and seeks to mitigate it through succession planning, the use of external advisers and the gradual strengthening of the Group's organisational structure as resources permit.

Funding and liquidity risk

 

The Group is in a development phase and is not currently generating material revenue. The execution of the Group's strategy is therefore dependent on the availability of sufficient financial resources.

There is a risk that the Group may require additional funding to progress its strategy and that such funding may not be available on acceptable terms, or at all.

 

The Board mitigates this risk through careful management of cash resources, close oversight of expenditure and consideration of funding requirements as part of strategic planning.

 

Third-party and outsourcing risk

 

The Group makes use of third-party service providers for certain operational, technology and advisory functions. Reliance on third parties creates risks relating to service continuity, quality, compliance and dependency.

 

The Board seeks to mitigate these risks through due diligence, contractual protections, ongoing oversight and contingency planning where appropriate.

 

Legal and jurisdiction risk

 

The Company is incorporated outside the United Kingdom and operates across multiple jurisdictions. This exposes the Group to legal and regulatory regimes that may differ from those applicable to UK-incorporated companies.

 

There is a risk that changes in law, regulation or interpretation could adversely affect the Group's operations or compliance obligations.

The Board mitigates this risk through the use of legal advisers and by maintaining awareness of relevant legal and regulatory developments The company has in house compliance resource who keep abreast of the regulatory landscape, and a Legel Counsil which specialist knowledge of data protection. The Company will additionally be looking to rejoin the Biometrics Institute to develop best practices and industry guidance on the responsible, ethical, and effective use of biometrics.

 

Internal control and governance risk

 

As a relatively young operating group, the Group's systems of internal control and risk management continue to evolve.

 

There is a risk that controls may not yet be fully embedded or may not operate as intended as the business develops.

 

The Board addresses this risk by establishing governance frameworks, Board committees and reporting processes appropriate to the Group's size and stage of development, and by keeping these arrangements under regular review.

 

Risk management and review

 

The Board is responsible for the Group's risk management and internal control systems. These systems are designed to manage, rather than eliminate, the risk of failure and can therefore only provide reasonable, not absolute, assurance.

 

The Board reviews principal risks on a regular basis and considers both existing and emerging risks as part of its ongoing oversight of the Group.

 

Viability Statement

 

The Directors have assessed the prospects of the Company over a period of 12 months from the date of approval of these financial statements (the "Assessment Period"). This period has been selected as it aligns with the Company's detailed working capital forecasts and reflects the Company's current stage of development following completion of the reverse takeover.

 

In making this assessment, the Directors have considered:

·    the Company's current financial position;

·    the working capital forecasts and cash flow projections prepared by management;

·    the base case and downside scenarios reviewed as part of the working capital assessment process;

·    the principal risks and uncertainties described in the Strategic Report; and

·  the Company's operating cost base, funding structure and stage of development as a newly established operating group.

 

The Directors note that the Company is at an early stage of its development and remains reliant on the execution of its business plan and financial forecasts. The projections are inherently dependent on assumptions regarding revenue development, cost control and operational execution.

 

Based on this review, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the Assessment Period.

 

However, this assessment is subject to material uncertainty in relation to funding execution and delivery of forecast assumptions. The Company's ability to maintain adequate liquidity over the Assessment Period depends on the achievement of forecast operational and financial assumptions. Should these assumptions not be met, the Company may need to seek access to additional capital in order to continue implementing its strategy.

 

The Directors will continue to monitor the Company's financial performance, liquidity position and risk profile on an ongoing basis.

 

Sustainability Statement

 

Overview

The Group is an early‑stage fintech company commercialising an equity trading application. During the reporting period the Group has not generated revenue and operating activities have been largely inactive. Planned activity over the next few months will be minimal while the Group focuses on product development and the commercial roll‑out of its platform.

Relevance of sustainability reporting and materiality conclusion 

Following a materiality assessment aligned with the Group's current scale and activities, the Board has concluded that formal sustainability reporting is not currently material to the users of these financial statements. The Group's limited operations, absence of revenue and minimal on‑going operational footprint mean that environmental, social and governance (ESG) matters have had no significant financial or operational impact during the period and are not expected to be significant in the immediate term.

Current sustainability considerations and activities 

Product development: The Group is deploying external developer contractors to enhance its technology platform. Contractor engagements are managed under standard procurement and contracting processes. 

Operational footprint: With minimal on‑site operations and no active trading or customer operations during the period, the Group's direct environmental footprint (energy use, travel, waste) is negligible. 

People and governance: The Group maintains appropriate governance arrangements for contractor oversight, data protection and information security as part of its product development and commercialisation activities. No material workforce‑related issues arose during the period.

Directors skills: The board is composed of seasoned corporate financiers and finance professionals who advise several companies, and this includes corporate advisory, consultancy and the provision of financial training; work which complements running the business and helps to maintain and expand the director's competencies.  Additionally, the Group has a specific provision for Staff Training in its working capital budget to provide specific training as required.  

Monitoring and future reporting approach

 

The Board will continue to monitor the Group's activities, stakeholder expectations and regulatory developments relating to sustainability reporting. If the Group's scale, operational footprint, customer base or regulatory obligations change such that ESG matters become material, the Group will expand its sustainability disclosures in future reporting periods to reflect those developments.

Where this statement appears and responsibility 

This sustainability statement forms part of the notes to the consolidated financial statements. The Board is responsible for the assessment described above and for ensuring that disclosures remain appropriate to the Group's circumstances.

Approved by the Board on: 30 January 2026 

Signed on behalf of the Board: Wei Wang

Ethical Standards

 

The Board recognises that maintaining high standards of ethical conduct is fundamental to the long-term success and reputation of the Company. The Company is committed to operating in a responsible, transparent and lawful manner and to promoting a culture of integrity across the organisation.

 

The Company applies the principles of the Quoted Companies Alliance Corporate Governance Code and seeks to ensure that its governance framework supports ethical decision-making at Board and operational level.

 

An employee handbook sets out the standards of conduct expected of all employees and contractors, including requirements relating to honesty, integrity, professional behaviour and compliance with applicable laws and regulations. These standards are reinforced through internal policies and Board oversight.

 

The Company has procedures in place requiring Directors and relevant personnel to declare conflicts of interest. The Board reviews any such conflicts and ensures that appropriate safeguards are applied.

 

Policies addressing anti-bribery and corruption are in place, and the Board has a zero-tolerance approach to bribery and unethical business practices. The Company is also subject to applicable market abuse and share dealing regulations as a listed company, and procedures are in place to support compliance in these areas.

 

Arrangements exist for individuals to raise concerns about potential wrongdoing or unethical behaviour. The Board considers that these arrangements are appropriate for the size and stage of development of the Company.

 

The Board reviews the Company's ethical framework periodically and will continue to develop policies and procedures as the business grows.

 

Taskforce on Climate-Related Financial Disclosure ("TCFD")

 

Statement of non-compliance

 

The Group is pleased to release its first integrated TCFD report for the financial year ended 30 September 2025 (FY25). Following the reverse takeover of Zoyo Capital in July 2025 and the subsequent listing of Zoyo Ltd on the Main Market of the London Stock Exchange on 23 July 2025, the Group entered a significant transitional phase.

 

Our primary focus for FY25 has been to effectively integrate the operations and governance structures of Zoyo Ltd and Zoyo Capital. Given the timing of the reverse takeover, the integration of climate-related considerations across the business is in its early stages and is still under development. However, we recognise the importance of addressing climate-related risks and opportunities across the business and remain committed to developing the internal processes required to fully comply with the recommendations set forth under UKLR22.2.24R.

 

Furthermore, we recognise the need for transparency on climate-related issues by investors and other stakeholders and aim to provide the necessary assurances in this report and going forward. The following sections of the report communicate our progress to date, as well as our plans to enhance the Group's alignment with the TCFD disclosure requirements in future years. Currently, the Group is reporting on an 'explain' basis for all 11 TCFD disclosure requirements. The Company aims to develop a comprehensive action plan for compliance in the future years and timelines for this are documented in the below.

 

TCFD Recommendations

 

In 2015, the Financial Stability Board (FSB) established the TCFD to develop recommendations for more effective climate-related disclosures to promote more informed decisions and, in turn, enable stakeholders to understand better the concentrations of carbon-related assets and exposures to climate-related risks. 

 

TCFD's aim is for these disclosures to promote the management of climate-related financial risks and opportunities across the economy and financial system.

 

This was followed by the release of the TCFD disclosure recommendations, serving as a framework to support companies with accurate and timely disclosures of climate-related risks and opportunities.  The TCFD disclosure recommendations are structured around four key pillars, outlined below, and supported by 11 recommended disclosures.

 

In October 2023, the TCFD disbanded, with the IFRS Foundation taking over the monitoring of companies' progress against climate-related disclosures. As a result, the TCFD recommendations have been fully incorporated into the ISSB Standards, specifically IFRS S2, structured around the same core pillars. 

 

TCFD Pillar

 

1.    Governance - Disclose the organisation's governance around climate related risks and opportunities

2.   Strategy - Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation's businesses, strategy, and financial planning where such information is material

3.    Risk management - Disclose how the organisation identifies, assesses, and manages climate-related risks

4.    Metrics and targets - Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material

 

TCFD pillar-based summary

 

Governance

 

With the reverse takeover taking place less than 2 months before the end of the financial year, the Group is still in the process of setting up internal processes and governance structures.  As such, we are working towards creating formal processes for the oversight and integration of climate-related risk management processes within the Company.  The Group will be in the process of assigning the responsibility for assessing, managing and reviewing climate-related risks and opportunities and developing of climate-related KPIs to the Audit and Risk Committee, with the CFO responsible for the overall review of the climate-related risks and opportunities. 

 

The Group is committed to fully integrating climate-related oversight and responsibilities across its governance structures in Q3 of the next financial year (FY26). This includes integrating management roles and responsibilities for climate-related issues into the Board, and ensuring consistent processes for the monitoring, assessment and management of climate-related risks, in line with current risk management processes.

 

Strategy

 

The Group acknowledges the importance of understanding both its physical and transition climate risks relevant to its business model and sector exposure. As this is the first year of TCFD reporting following its July 2025 re-admission, the Group has focused initial efforts on establishing governance processes and understanding regulatory requirements. This includes monitoring IFRS S2 developments and the UK Sustainability Reporting Standards. The Group will prioritise the identification of climate-related risks and opportunities over the short, medium and long term, in H2 of FY26. 

 

Upon identification and assessment of short, medium and long-term climate related risks and opportunities, the Group will look at integrating material considerations into its broader business strategy and financial planning. In future years, climate scenario analysis under different warming scenarios will also form part of these considerations.

 

Risk Management

 

The Group plans to develop and integrate the processes for identifying, assessing and managing climate-related risks into its current risk management framework. Specifically, The Group is committed to formalising its processes for identifying and assessing climate-related risks in Q3 of FY26. Thereafter, the Group will prioritise the development of processes for managing climate-related risks in Q4 FY26 for reporting in FY26.

 

The Group is committed to fully integrating climate-related issues in its risk management framework and aims to do this progressively in future years. This includes updating risk policies and integrating climate-related risks into existing risk committee oversight responsibility and business risk practices.

By integrating climate-related risks across our risk management processes, such risks will also form part of the Board's annual risk assessment and quarterly review, as well as our regular internal reviews.

 

Metrics and targets

 

The Group will be the data requirements for calculating its greenhouse gas (GHG) emissions and is committed to conducting a carbon footprint assessment in Q3 of FY26 and report in the FY26 TCFD report. In preparation, the Group is in the process of identifying relevant business activities for assessment and evaluating potential data sources. In line with global best practice, the Group intends to align its emissions disclosures with recognised frameworks such as the GHG Protocol. 

 

Upon completion of the carbon footprint assessment, and once material climate-related risks and opportunities have been assessed, the Group will develop appropriate KPIs and targets that support the progressive integration of climate considerations into its wider business and risk strategy. This will

ensure transparency regarding the Group's management and performance towards climate-related issues.

 

 

 

Section 172 Statement

 

This statement is made by the directors of Zoyo Limited ("Company"). Although the Company is incorporated in the Cayman Islands, the board has chosen to disclose this statement in the spirit of transparency and good governance and to explain how the directors have had regard to the matters set out in section 172 of the UK Companies Act 2006 when making decisions during the financial year.

 

During the financial year the board's principal focus was the completion of a reverse acquisition by which the Company acquired Zoyo Capital ("Zoyo Capital"), a start-up fintech business. Zoyo Capital has had minimal trading activity and has generated a minimal revenue to date. Directors devoted the majority of their time to negotiating, structuring and completing the transaction and to the immediate post transaction matters required to position the combined group for development and future fundraising.

 

In considering the long-term consequences of decisions, the board prioritised completing the reverse acquisition to provide a listed vehicle for the Company's growth and to create a platform for future capital raises. The board assessed the long-term prospects of the combined group, the funding required to support product development, and the need to establish appropriate governance and controls to support sustainable growth.

 

The board recognised the limited number of employees across the Group and engaged with key personnel to ensure continuity through the transaction. Directors considered fair treatment and continuity of employment where applicable and identified resourcing needs for the next phase, including recruitment of technical and compliance expertise as the business develops.

 

Given the early stage of the Zoyo Capital, supplier and partner relationships are limited. The board sought to preserve existing supplier arrangements and to identify strategic partners, advisers and technology providers necessary for product development and regulatory engagement. There were no material customer revenues during the financial year; the board considered the timing and approach to customer acquisition as part of the post transaction plan.

 

The Company's and Target's activities have had no material environmental footprint during the financial year. The board will continue to consider environmental and community impacts as operations scale and intends to adopt appropriate policies consistent with regulatory expectations and stakeholder expectations.

 

Maintaining a reputation for high standards of business conduct was a key consideration in structuring and completing the transaction. The board prioritised establishing appropriate governance, financial reporting and regulatory engagement processes following the reverse acquisition and considered reputational risk when selecting advisers and service providers.

 

The board considered the interests of existing and prospective shareholders when structuring the transaction, including disclosure, fairness of terms and the need to provide a clear plan for value creation. Majority of the creditors' interests were related to the Acquisition during the financial year, with directors mindful of the need to preserve liquidity pending further fundraising.

 

The principal risks identified by the board include funding risk, execution risk in developing and commercialising early stage fintech products, regulatory risk given evolving requirements in relevant jurisdictions, and market and commercial risk relating to customer adoption and revenue timelines. The board has sought to mitigate these risks through careful cash management, adviser engagement and prioritising regulatory and compliance planning.

Key decisions taken during the financial year included completing the reverse acquisition to provide a public listing for the Zoyo Capital and establishing immediate post transaction priorities: integration planning, governance and compliance enhancements, preparation for fundraising, and recruitment of critical personnel. In making these decisions the board considered valuation and structure, regulatory and listing requirements, adviser selection, timing and the impact on stakeholders.

 

Having considered the matters set out in section 172, the directors believe that the decisions taken during the financial year were in the best interests of the Company and its stakeholders as a whole.

 

The board recognises that the Company is at an early stage following the reverse acquisition and that the focus for the coming year will be on delivering the business plan, securing funding, strengthening governance and progressing product and regulatory milestones.

 

Approved by the board of directors on date: 30 January 2026

 

For and on behalf of the board:     Wei Wang

 

The Board of Directors

 

Shaun Carew-Wootton

Non-Executive Chairman

 

Mr Carew-Wootton is currently a director of a boutique private equity and advisory business and has been active in the venture capital and start-up market for over 20 years, initially as an entrepreneur and then as an investor. He has been a party to more than 40 investments across a broad range of sectors, stages and geographies, including FinTech, Telecom, Property and Aviation.

 

John Treacy

Non-Executive Director

 

John Treacy is an experienced London-based financier who specialises in working with growing companies. He qualified as a solicitor in the London office of a major international law firm where he specialised in Capital Markets and Mergers & Acquisitions. From there he moved on to practice corporate finance in the advisory teams of several prominent UK brokerages where he acted as an adviser to a number of the Main Market of the London Stock Exchange companies and advised on numerous initial public offerings, acquisitions, debt restructurings and placings.

 

Yu Xing (Terry) Liu

Executive Director

 

Liu Yu Xing, known as Terry Liu, is owner of L&S Group, a successful cross-border M&A and corporate and financial consultancy firm. Mr. Liu has extensive experience in the areas of cross-border, foreign-direct investment and general corporate advisory. Mr. Liu has established himself as a trusted advisor to Chinese corporates, family offices and high net-worth individuals in relation to acquisitions, corporate structuring, listings in major markets (e.g., London, US, Hong Kong, Shanghai) and organic business scaling (e.g., sales and market exploitation). Mr. Liu has helped over 12 companies list on stock exchanges in China, Hong Kong, US and UK. In addition to his directorships and shareholdings connected with L&S Group Ltd, Mr. Liu is also an indirect shareholder of the Zoyo Group. Mr. Liu is a certified Fund Practitioner and is authorised and regulated by the Asset Management Association of China.

 

Wei (Ivy) Wang

Chief Executive Officer

 

Combining an extensive corporate finance background with a natural entrepreneurial flair, Ivy is highly numerate and has worked with a wide variety of clients across the globe. Her technical expertise covers M&A, investor relations, venture capital and compliance. She has obtained an Institute of Directors' Certificate in Company Direction and has over 10 years' experience in the city where she has worked in a variety of boutique investment banks. Ivy will be responsible for investor relations and for the successful execution of the business strategy.

 

David Powell

Chief Operations Officer

 

Prior to founding Zoyo, David had 17 years' experience contracting at firms such as Barclays, HSBC, BP, RBS and Credit Suisse. He has held a senior governance position within a multinational PLC and has a background in process reengineering with a proven track record in the timely delivery of complex projects, with a strong technical proficiency in process re-engineering, complex systems modelling, systems architecture, trading platform development, process mapping and project and programme management. David has specialist knowledge of relational database design, project and programme governance, MI systems, process automation and finance change. David read Economics, Politics and History at the University of Exeter. David will be responsible for technology development and general operations of the Enlarged Group.

 

Xu Wanbao (resigned on 23 July 2025)

Executive director of Honye Financial Services Ltd

 

Xu Wanbao entered into a service agreement with the Honye Financial Services Ltd ("Honye") on 3 December 2018 and pursuant to an amendment agreement entered into between Honye and Mr Wanbao dated 24 February 2022, Mr Wanbao has agreed to waive in full any payment of salary to him from 1 August 2021 under the terms of the service agreement, including any amounts accrued in respect of such obligations in the Honye's financial statements. Mr Wanbao has resigned on 23 July 2025.

 

The Board Structure

 

The Board as at 30 September 2025 and the Directors' respective roles on committees of the Board are detailed below:

 

Name	Role	Committee membership
Shaun Carew-Wootton	Independent Non-executive Chairman	Audit, Remuneration (Chair) and Nomination
John Treacy	Independent Non-executive Director	Audit (Chair), Remuneration  and Nomination (Chair)
Terry Liu	Executive Director	Remuneration and Nomination
Wei (Ivy) Wang	Chief Executive Officer
David Powell	Chief Operations Officer, also acting Finance Director

 

 

Corporate Governance

 

The Directors recognise the importance of sound corporate governance and are committed to maintaining high standards of governance appropriate to the Company's size, stage of development and regulatory environment.

 

The Company is incorporated outside the United Kingdom and its ordinary shares are admitted to the Main Market of the London Stock Exchange. The Board has adopted the Quoted Companies Alliance Corporate Governance Code (the "QCA Code") as the framework for its corporate governance arrangements. The Board considers that the QCA Code provides a proportionate and principles-based framework suitable for an overseas-incorporated, early-stage operating company.

 

As this is the Company's first annual report following completion of the Reverse Takeover, the governance disclosures set out below focus on arrangements in place following Admission. The Board expects its governance arrangements to evolve as the Group grows and as its operations develop.

The Board has also adopted a code of conduct for dealings in the Company's shares by directors and applicable employees and is committed to maintaining the highest standards of integrity, ethical behaviour and regulatory compliance.

 

The corporate governance arrangements adopted by the Board are designed to support the delivery of long-term value for shareholders and to ensure that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open and constructive dialogue with the Board.

 

The Board recognises that its decisions regarding strategy and risk directly influence the culture of the Company. The Board is mindful that the tone and culture set at Board level will shape behaviour throughout the Group and considers this to be an important factor in the long-term success of the business.

 

THE BOARD

 

At the balance sheet date, the Board comprised the following directors:

·    Shaun Carew-Wootton - Non-Executive Chairman

·    John Treacy - Non-Executive Director

·    Yu Xing (Terry) Liu - Executive Director

·    Wei (Ivy) Wang - Executive Director

·    David Powell - Executive Director

 

The Board was reconstituted on completion of the Reverse Takeover. Xu Wanbao resigned as an Executive Director on Admission.

 

The Company does not have a Chief Executive Officer. The Board considers that, at this stage of the Group's development, appropriate oversight and leadership are provided by the current Board structure. The composition of the Board will continue to be reviewed as the business develops.

 

Board operation and meetings

 

The Board retains full responsibility for the direction and control of the Company, with day-to-day operational matters delegated to the executive directors. The Board meets regularly and as otherwise required. During the post-completion period, the Board met 7 times on a monthly basis.

 

Board committees

 

The Board has established Audit, Remuneration and Nomination Committees, each with formal terms of reference approved by the Board.

 

The Audit Committee comprises John Treacy (Chair) and Shaun Carew-Wootton and met two times during the period. The Audit Committee is responsible for monitoring the integrity of the financial statements, reviewing internal controls and risk management systems and overseeing the relationship with the external auditor.

 

The Remuneration Committee comprises Shaun Carew-Wootton (Chair), John Treacy and Yu Xing (Terry) Liu. The Remuneration Committee is responsible for setting executive remuneration and overseeing incentive arrangements.

 

The Nomination Committee comprises John Treacy (Chair), Shaun Carew-Wootton and Yu Xing (Terry) Liu. The Nomination Committee is responsible for Board composition and succession planning.

 

Diversity and culture

 

The Board recognises the benefits of diversity in terms of skills, experience, background and perspective. As at the balance sheet date, the Board comprised one female director and directors from a range of ethnic backgrounds. The Board does not currently operate a formal diversity policy but will keep this under review as the Group develops.

 

Shareholder and stakeholder engagement

 

The Board is committed to maintaining effective communication with shareholders. Shareholders are encouraged to attend the Company's Annual General Meeting, at which they have the opportunity to engage directly with the Board. The Company also maintains a corporate website through which regulatory announcements and other information are made available.

 

The Board recognises the importance of maintaining constructive relationships with regulators, advisers, suppliers and other stakeholders and considers this to be essential to the successful execution of the Group's strategy.

 

QCA corporate governance code of compliance

 

The QCA Code sets out ten principles of good corporate governance. The following section explains how the Company has applied each of the principles during the year.

 

·    Principle 1 - Establish a strategy and business model which promote long-term value for shareholders

 

The Board has adopted a clear strategy focused on the development of a technology-enabled financial services business through a phased and disciplined approach, as described in the Strategic Report.

 

·    Principle 2 - Seek to understand and meet shareholder needs and expectations

 

The Board seeks to maintain open communication with shareholders through regulatory announcements, the Annual Report, the Company's website and the Annual General Meeting.

 

·    Principle 3 - Take into account wider stakeholder and social responsibilities and their implications for long-term success

 

The Company is not incorporated in the United Kingdom and is not subject to section 172 of the Companies Act 2006. Notwithstanding this, the Board recognises the importance of considering the interests of stakeholders and the long-term consequences of its decisions.

 

·    Principle 4 - Embed effective risk management, considering both opportunities and threats, throughout the organisation

 

The Board is responsible for the Group's risk management and internal control framework. Principal risks are described in the Principal Risks and Uncertainties section of this Annual Report.

 

·    Principle 5 - Maintain the Board as a well-functioning, balanced team led by the Chair

 

The Board is chaired by a Non-Executive Chairman and comprises executive and non-executive directors with relevant experience. Board composition is kept under review.

 

·    Principle 6 - Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

 

The Board believes that the directors collectively have appropriate skills and experience for the Group's current stage of development.

 

·    Principle 7 - Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

 

As this is the first year following the Reverse Takeover, the Board has not undertaken a formal external evaluation. The Board intends to keep its performance under review.

 

·    Principle 8 - Promote a corporate culture that is based on ethical values and behaviours

 

The Board seeks to promote a culture of integrity, accountability and regulatory compliance throughout the Group.

 

·    Principle 9 - Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

 

The Board has established appropriate committee structures and governance processes, which will continue to evolve as the business develops.

 

·    Principle 10 - Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

 

The Company communicates its governance arrangements through regulatory announcements, the Annual Report and its website.

Audit & Risk Committee Report

Introduction

 

The Audit and Risk Committee (the "Committee") is responsible for overseeing the integrity of the Company's financial reporting, reviewing the effectiveness of internal controls and risk management systems, and supporting the Board in discharging its responsibilities in relation to audit, accounting and financial governance matters.

 

The Committee applies the principles of the Quoted Companies Alliance Corporate Governance Code (the "QCA Code"), taking into account the Company's size, complexity and stage of development following completion of the reverse takeover.

 

This report is unaudited.

 

Composition of the Audit and Risk Committee

 

During the financial period, the Committee comprised:

·    John Treacy (Chair)

·    Shaun Carew-Wootton

 

Both members are independent Non-Executive Directors.

 

Meetings and Attendance

 

The Audit and Risk Committee met two times during the financial period.

 

Director                                Meetings attended

John Treacy                                   2 of 2

Shaun Carew-Wootton                  2 of 2

 

The Company's external auditors attended meetings when invited, where matters relevant to the audit and financial reporting were discussed.

 

Responsibilities of the Committee

 

The principal responsibilities of the Audit and Risk Committee include:

·   monitoring the integrity of the Company's financial statements and any formal announcements relating to financial performance;

·    reviewing significant financial reporting judgements and accounting policies;

·    overseeing the effectiveness of internal controls and risk management processes;

·    reviewing the scope and results of the external audit;

·    assessing the independence and effectiveness of the external auditors; and

·    advising the Board on risk matters arising from financial and operational activities.

 

Financial Reporting

 

The Committee reviewed the interim and annual financial information during the period and considered whether the financial statements, taken as a whole, were fair, balanced and understandable.

 

Particular focus was given to accounting judgements arising from the reverse takeover, the transition from cash shell status, and the preparation of financial information following Admission.

 

Internal Controls and Risk Management

 

The Committee reviewed the Company's internal control framework and risk management processes, recognising that, given the Company's size and stage of development, these are necessarily less formal than those of larger listed companies.

 

The Committee considered that the internal controls and procedures in place during the period were appropriate to the Company's operations and risk profile. Controls and risk management arrangements were reviewed as part of the reverse takeover process.

 

The Committee did not identify any matters requiring immediate remedial action during the period.

 

External Audit

 

The Committee considered the appointment, independence and performance of the external auditors.

 

The external auditors were provided with full access to the Committee and management and attended Committee meetings when invited. No issues arose during the period that required escalation to the Board.

 

The Committee is satisfied that the external auditors remain independent.

 

Non-Audit Services

 

No material non-audit services were provided by the external auditors during the period [or: details are disclosed in the financial statements].

 

Whistleblowing and Fraud

 

Given the size of the Company and the nature of its operations, the Committee considered that existing arrangements for raising concerns were appropriate. No instances of fraud or whistleblowing were reported during the period.

 

Post-Period Matters

 

There were no significant audit or risk matters arising after the end of the financial period that require disclosure in this report.

 

Conclusion

 

The Committee is satisfied that it has discharged its responsibilities effectively during the period and that the Company's financial reporting, risk management and internal control arrangements are appropriate.

 

This report was approved by the Board on 30 January 2026 and signed on behalf of the Audit and Risk Committee.

 

John Treacy

Chair of the Audit and Risk Committee

 

Nomination Committee Report

Due to the size of the Company, the nominations of proposed directors will be a matter for the whole Board.  

 

Consideration will be given by the Nominations Committee to future succession plans for Board members as well as to whether the Board has the skills required to effectively manage the Group.

 

Key responsibilities:

 

•             be responsible for identifying candidates to fill Board vacancies as and when they arise;

•             evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;

•             review annually the time required from a Non-Executive Director and assess whether the Non-Executive Director is spending enough time to fulfil their duties;

•             consider candidates from a wide range of backgrounds;

•             give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Group, and the skills and expertise therefore needed on the Board;

•             regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to changes;

•             keep under review the leadership needs of the Group, both executive and non-executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace;

•             make a statement in the annual report about its activities; the process used for appointments and explain if external advice or open advertising has not been used; the number of remuneration meetings and the attendance over the course of the year;

•             ensure that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings;

•             consider and make recommendations to the Board about the re-appointment of any Non-Executive Director at the conclusion of their specified term of office or retiring in accordance with the Company's Articles of Association; and

•             consider and make recommendations to the Board on any matter relating to the continuation in office of any Director at any time.

 

 

Remuneration Committee Report

 

Directors' remuneration report for the period ended 30 September 2025

 

The Company has established a Remuneration Committee. The Committee reviews the scale and structure of the Directors' remuneration, taking into account the interests of shareholders, the long-term strategy of the Group and the performance of the Company and its Directors.

The items included in this report are unaudited unless otherwise stated.

 

Statement by the chair of the remuneration committee

 

As Chair of the Remuneration Committee, I am pleased to present the Directors' Remuneration Report for the period ended 30 September 2025.

 

The Remuneration Committee's objective is to ensure that the Company's remuneration policy supports the long-term success of the Group, aligns the interests of Directors with those of shareholders and reflects the Company's size, stage of development and regulatory environment.

 

Given the early-stage nature of the Group and the fact that this is the first financial year following Admission and completion of the reverse takeover, the Board has adopted a cautious and proportionate approach to remuneration. Fixed remuneration and equity-based incentives are intended to support retention and alignment with shareholder interests, without encouraging excessive risk-taking.

 

Key activities of the remuneration committee

 

The key activities of the Remuneration Committee are to:

·    determine and agree with the Board the framework and policy for the remuneration of Executive Directors;

·    review and recommend the remuneration of Non-Executive Directors, within the limits set out in the Company's Articles of Association;

·    ensure that no Director is involved in decisions regarding their own remuneration;

·    review and have regard to remuneration arrangements across the Group;

·    review the ongoing appropriateness and relevance of the remuneration policy;

·    oversee the operation of any share-based incentive arrangements;

·    consider termination arrangements to ensure they are fair to both the Company and the individual; and

·    consider any other matters referred to it by the Board.

 

Membership of the remuneration committee

 

The Remuneration Committee comprises the following Directors:

•             John Treacy (Chair)

•             Terry Liu

•             Shaun Wootton

 

The Remuneration Committee met once during the financial year.

 

Remuneration policy

 

The Company's remuneration policy is designed to attract, retain and motivate Directors of appropriate calibre, experience and skill, whilst ensuring that remuneration levels are proportionate and aligned with shareholder interests.

 

As the Group is at an early stage of development, the current components of Directors' remuneration consist primarily of fixed fees or salaries and, where appropriate, equity-based incentives. The Company does not currently operate annual bonus arrangements.

 

The Remuneration Committee anticipates that, as the Group develops and becomes revenue-generating, additional elements of remuneration may be introduced, including performance-related bonuses and other benefits.

 

Remuneration components

 

The principal components of Directors' remuneration are:

·    basic fees or salaries;

·    reimbursement of reasonable expenses; and

·    participation in share-based incentive arrangements.

 

Service agreements and letters of appointment

 

Executive Directors are engaged under service agreements or appointment letters. Non-Executive Directors are engaged under letters of appointment.

 

Details of service agreements and notice periods are set out below:

 

		Date of appointment		Expiry date of service agreement or letter of appointment
Executive director:
Yu Xing (Terry) Liu		4 April 2020		Re-elect every 3 years
Wei (Ivy) Wang		23 July 2025		Re-elect every 3 years
David Powell		23 July 2025		Re-elect every 3 years
Non-executive director:
Shaun Carew-Wootton		23 November 2018		Re-elect every 3 years
John Treacy		3 May 2022		Re-elect every 3 years

 

Directors' remuneration for the period (audited)

 

Details of remuneration paid to Directors during the period are set out in the table below:

 

	Salary	Fees	Social Security	Pension	Total
Executive director:
Yu Xing (Terry) Liu	-	8,333	-	-	8,333
Wei (Ivy) Wang	12,500	-	1,750	625	14,875
David Powell	12,500	-	1,750	625	14,875
Non-executive director:
Shaun Carew-Wootton	-	4,000	-	-	4,000
John Treacy	-	4,000	-	-	4,000

 

Share-based incentives (audited)

 

The Company does not currently operate a share based incentive scheme.

 

Remuneration of non-executive directors (audited)

 

			Fees
	Non-executive director:
	Shaun Carew-Wootton		4,000
	John Treacy		4,000

 

Relative importance of remuneration

 

The Remuneration Committee considers the level of Directors' remuneration in the context of the Group's overall cost base, cash resources and funding requirements.

 

Pension arrangements

 

The Company does not operate any defined benefit pension schemes. Pension contributions, where applicable, are made to defined contribution schemes.

 

Historical share price performance

 

The graph below compares the share price performance of the Company with appropriate market indices from Admission to 30 September 2025.

 

Source: London Stock Exchange

 

Consideration of shareholders' views

 

The Board considers shareholder feedback received through meetings, correspondence and the Annual General Meeting when reviewing remuneration policy and outcomes.

 

Approval

 

This Directors' Remuneration Report was approved by the Board on 30 January 2026 and signed on its behalf by:

 

John Treacy
Chair of the Remuneration Committee

Directors' Report

 

The Directors present the annual report and audited financial statements of the Company and the Group for the year ended 30 September 2025.

 

Principal activity, business review and future developments

 

For part of the financial period under review, the Company operated as a cash shell. On completion of the reverse takeover (the "Reverse Takeover") and Admission to the Main Market of the London Stock Exchange ("Admission"), the Company acquired the Zoyo operating group and became an early-stage operating holding company focused on the development of a technology-enabled financial services business.

 

A review of the Group's strategy, business model and principal risks and uncertainties is set out in the Strategic Report, the Chairman's Statement and the Executive Officer's Report.

 

Dividends

 

No dividend is proposed in respect of the year ended 30 September 2025.

 

Financial risk management

 

Information in respect of the Group's financial risk management objectives and policies, exposure to credit, liquidity and other relevant financial risks is outlined in Note 4 to the financial statements.

 

Directors

 

The Directors of the Company who served during the year and up to the date of approval of these financial statements were:

·    Shaun Carew-Wootton

·    John Treacy

·    Yu Xing (Terry) Liu

·    Wei (Ivy) Wang

·    David Powell

 

Xu Wanbao resigned as an Executive Director on Admission. The Board has recorded its thanks to Xu Wanbao for his contribution and support in the period leading up to Admission and completion of the Reverse Takeover.

 

Board responsibility and corporate governance

 

The Board is responsible for approving the interim and annual financial statements, formulating and monitoring the Group's strategy, approving financial plans and reviewing performance, as well as overseeing legal, regulatory and corporate governance matters. The Board is committed to maintaining appropriate standards of corporate governance and, as set out in the Corporate Governance Statement and QCA Corporate Governance Code Compliance section of this Annual Report, has adopted the Quoted Companies Alliance Corporate Governance Code (the "QCA Code") as the governance framework applied by the Company.

 

 

Employees

 

At 30 September 2025, the total number of employees in the Group was 8, which consisted of 3 executive directors, 2 non-executive directors, and 3 other employees.  The Group's employment policies are designed to attract, retain and motivate individuals with appropriate skills and experience and to provide equality of opportunity.

 

Climate-related matters

 

The Directors consider climate-related matters in a manner proportionate to the Group's size and stage of development. The Group's operations are currently limited in scale and do not involve material environmental impact. Climate-related matters are addressed in the Strategic Report.

 

Capital structure

 

Details of the issued share capital of the Company are set out in Note 43 to the financial statements.

During the year, the Company issued shares in connection with the Reverse Takeover and associated subscription and related transactions. Details of shares issued during the year are set out in Note 43 to the financial statements. Prior to the Reverse Takeover, the Company's total share capital issue was 24,671,350 Ordinary Shares. Upon completion of Reverse Takeover, the Company issued 113,043,478 Ordinary Shares ("Consideration Shares") at £0.23 per share and allotted to the Seller Zoyo Capital Ltd pursuant to the terms of the Acquisition Agreements in relation to the Reverse Takeover. In addition, the Company issued 10,869,565 Ordinary Shares ("Subscription Shares") at £0.23 per share through the subscription agreement. As of today, the Company's total issue share capital is 148,584,393 Ordinary Shares.

 

There are no restrictions on the size of a holding or on the transfer of the Company's ordinary shares other than those set out in the Company's constitutional documents and applicable law.

 

The Ordinary Shares are freely transferable and tradeable and there are no restrictions on transfer, save that lock-in arrangements apply to Wei (Ivy) Wang, David Powell, TickTech Company Limited, L&S Global Limited and L&S Group Limited who shall not transfer their Ordinary Shares for 12 months from Admission. Each Shareholder may transfer all or any of their Ordinary Shares which are in certified form by means of an instrument of transfer in any usual form or in any other form which the Directors may approve. Each Shareholder may transfer all or any of their Ordinary Shares which are in uncertified form by means of a 'relevant system' (i.e. the CREST System) in such manner provided for, and subject as provided in, the Uncertified Securities Regulations 2001 (SI 2001 No. 3755) (the "Regulations").

 

Directors' interests

 

The interests of the Directors in the Company's shares, together with details of any share options or other equity interests, are set out in Note 10 to the financial statements and, where relevant, in the Directors' Remuneration Report.

 

Details of the Directors' Interest are as below:

 

Liu Yu Xing, the executive director holds 15% of the Company through L&S Group Ltd and 1% of the Company through L&S Global Ltd.

David Powell, the executive director holds 17% of the Company.

Wei Wang, the executive director holds 9%

 

Donations

 

No political or charitable donations were made by the Group during the financial year.

 

Share issues

 

Details of shares issued during the year are set out in Note 43 to the financial statements. Upon completion of Reverse Takeover in July 2025, the Company issued 113,043,478 Ordinary Shares ("Consideration Shares") at £0.23 per share and allotted to the Seller Zoyo Capital Ltd pursuant to the terms of the Acquisition Agreements in relation to the Reverse Takeover. In addition, the Company issued 10,869,565 Ordinary Shares ("Subscription Shares") at £0.23 per share through the subscription agreement. As of today, the Company's total issue share capital is 148,584,393 Ordinary Shares

 

Going concern

 

The Directors have adopted the going concern basis in preparing the financial statements for the period ended 30 September 2025. In reaching this conclusion, the Directors have considered the Group's forecasts and cash flow projections and the current and projected funding position for the period assessed in the audited accounts.

 

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.

 

Post balance sheet events

 

Details of events occurring after the balance sheet date are set out in Note 31 to the financial statements. In addition, the Company has made regulatory announcements since the year end in relation to matters including Admission and related corporate actions.

 

There have been two post-year end announcements:

 

1.    15 Jan 2026 - Zoyo Limited announced the successful completion of the first development sprint for its proprietary Anti-Money Laundering (AML) Customer Screening Platform.

 

2.    09 Jan 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

 

Disclosure of information to the auditor

 

Each of the Directors who held office at the date of approval of this report confirms that, so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

 

Auditor

 

RPG Crouch Chapman LLP has expressed its willingness to continue in office. A resolution to reappoint RPG Crouch Chapman LLP as the Group's auditor will be proposed at the forthcoming Annual General Meeting.

 

Annual general meeting

 

The Annual Report is made available to shareholders in advance of the Annual General Meeting ("AGM"), together with the notice of AGM. Shareholders are given the opportunity to vote on each separate resolution proposed at the AGM.

 

Website publication

 

The Directors are responsible for ensuring that the Annual Report and financial statements are made available on the Company's website. The maintenance and integrity of the Company's website is the responsibility of the Directors.

 

Approved by the Board and signed on its behalf by:

 

Shaun Carew-Wootton

Directors' Responsibilities Statements

 

The Directors are responsible for preparing the Strategic Report, the Directors' Report, the Corporate Governance Statement and the financial statements in accordance with applicable law, regulation and International Financial Reporting Standards as adopted in the United Kingdom.

 

The Directors are required to prepare financial statements for each financial year. In preparing the Group and Company financial statements, the Directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and the Company for that period.

 

In preparing these financial statements, the Directors are required to:

·    select suitable accounting policies and apply them consistently;

·    make judgements and accounting estimates that are reasonable and prudent;

·    state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·    prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and to enable them to ensure that the financial statements comply with applicable accounting and regulatory requirements. They are also responsible for safeguarding the assets of the Group and Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are also responsible for ensuring that the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group and Company's position and performance, business model and strategy.

 

Directors' responsibility statement pursuant to the disclosure and transparency rules

 

Each of the Directors, whose names and functions are set out on page 24, confirm that to the best of their knowledge and belief:

 

·    the financial statements, prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and results of the Group and Company; and

·    the Annual Report and financial statements include a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face.

 

Independent auditor's report to the members of the Zoyo Group

 

Opinion on the financial statements

In our opinion the financial statements:

·    give a true and fair view of the state of the Group's and of the parent company's affairs as at 30 September 2025 and of the Group's loss for the year then ended;

·    have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

We have audited the financial statements of Zoyo Limited (the 'Parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Consolidated statement of changes in equity, the Consolidated statement of cash flows 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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

 

Basis for opinion

 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.

Independence

Following the recommendation of the Board, we were appointed to audit the financial statements for the year ended 30 September 2025. This is our first period of engagement covering the year to 30 September 2025. We remain independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (FRC's) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Group.

 

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. We considered going concern to be a key audit matter.

Our evaluation of the Directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting and in response to the key audit matter included:

·    Review of management's cash flow projections;

·    Review of management's assumptions based on historical expenditure and contractual commitments;

·    Sensitivity analysis on cash flow forecast to consider the available headroom under different reasonably possible scenarios;

·    Review of working capital reports prepared by BDO;

·    Review of post year-end bank statements and management accounts;

·    Review of adequacy and completeness of disclosures in the financial statements in respect of the going concern assumption.

·    Obtained support for agreed Convertible Loan Note facilities that can be drawn down upon.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant section of this report.

 

Our approach to the audit

 

In planning our audit, we determined materiality and assessed the risks of material misstatements in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

 

We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls.

We performed the audits of the UK-registered material components of the group, being Zoyo Capital Limited, Zoyo Trading Limited, Zoyo Technology Limited and Zoyo Securities Limited.

 

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. This matter was addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Key Audit Matter	How the scope of our audit addressed the key audit matter
Completeness, existence and accuracy of administrative expenses   The Group has not started earning any revenue and hence administrative expenses form the most significant assessed risk of misstatements.   Therefore, completeness, existence and accuracy of administrative expenses is considered to be a significant risk and key audit matter.	Our work involved the following:   ·    Obtained a list of expenses and agreed total to the trial balance; ·    Selected a sample of expenses and agreed to supplier invoices; ·    Gained an understanding of the nature of expenses and evaluated whether the expenses expected to be incurred by a main board listed entity and evaluated whether the expenses included reflected our expectations; ·    Checked the names of suppliers for indication of any additional related parties not previously identified by management; ·    Obtained supplier statements for top suppliers to confirm the completeness of liabilities; ·    Obtained a list of suppliers' invoices received post year end. For a sample of these, obtained detail of the business rationale of the expenses and the period the services cover to determine if the invoices have been accounted for in the correct accounting period; ·    For Directors' fees, obtained service agreements with each Director and re-calculated the charge for the year based on the agreed amount per the agreements; ·    For all advisors used, obtained statements, service agreements/ engagement letters and re-calculated the charge for the year based on the agreed amount per the agreements.   Key observations From our procedures performed above, we have not identified any material misstatements relating to administrative expenses.
During the period a reverse takeover of Zoyo Capital Limited.   The accounting for reverse takeovers can be complex, and estimates and judgment are required. It is therefore important to ensure that the appropriate accounting treatment has been used to recognise this in the financial statements.	Our work involved the following:   ·    Review the rationale that management has used to prepare the disclosure around the transaction; ·    Compare the disclosure and accounting treatment to relevant IFRS guidance; ·    Performing a review of consolidation workings provided by the client to ensure it has been calculated correctly; ·    Test a sample of pre RTO expenses to ensure they have been correctly recorded. Key observations From our procedures performed above, we have reasonable assurance that the correct accounting treatment has been used to record the RTO.

 

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

 

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

 

Group	2025    £
Materiality	38,000
Basis for determining materiality	5% of loss before tax
Rationale for the benchmark applied	The Group is still in its early stages of development and incurring costs. In addition, it has not earned any income and hence the loss before tax i.e. the net total expenditure incurred during the year has been considered as the most appropriate measure as it is the main factor of particular interest to the users of the financial statements at this stage.
Performance materiality	£29,000 at 75% of materiality
Basis for determining performance materiality	On the basis of our risk assessments, together with our assessment of the overall control environment, the complexity of the Group's financial statements, and Directors' attitude toward proposed adjustments, we set performance materiality at 75% of materiality.

 

Parent	2025    £
Materiality	10,000
Basis for determining materiality	5% of loss before tax
Rationale for the benchmark applied	The Parent is still in its early stages of development and incurring costs. In addition, it has not earned any income and hence the loss before tax i.e. the net total expenditure incurred during the year has been considered as the most appropriate measure as it is the main factor of particular interest to the users of the financial statements at this stage.
Performance materiality	£8,000 at 75% of materiality
Basis for determining performance materiality	On the basis of our risk assessments, together with our assessment of the overall control environment, the complexity of the Parent's financial statements, and Directors' attitude toward proposed adjustments, we set performance materiality at 75% of materiality.

 

Previous financial year (Honye Financial Services Ltd)

 

Materiality	19,000
Basis for determining materiality	5% of loss before tax
Rationale for the benchmark applied	The Company is still in its early stages of development and incurring cost relating to potential investments opportunities. In addition, it has not earned any income and hence the loss before tax i.e. the net total expenditure incurred during the year has been considered as the most appropriate measure as it is the main factor of particular interest to the users of the financial statements at this stage.
Performance materiality	£14,000 at 75% of materiality
Basis for determining performance materiality	On the basis of our risk assessments, together with our assessment of the overall control environment, the complexity of the Company's financial statements, and Directors' attitude toward proposed adjustments, we set performance materiality at 75% of materiality.

 

We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality relating to the Group financial statements. We also report to the Audit Committee on financial statement disclosure matters identified when assessing the overall consistency and presentation of the consolidated financial statements.

 

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other.

Information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to the Companies Act 2006 requires us to report to you if, in our opinion:

 

·    adequate accounting records have not been kept by the parent company,

·    the parent company financial statements are not in agreement with the accounting records; or

·    certain disclosures of directors' remuneration specified by law are not made; or

·    we have not received all the information and explanations we require for our audit.

 

Responsibilities of Directors

As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

·    We obtained an understanding of the legal and regulatory frameworks within which the Company operates focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and relevant taxation legislation.

·    We identified the greatest risk of material impact on the financial statements from the irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding the irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Use of our report

This report is made solely to the Group's members, as a body, in accordance Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Group's members those matters we are required to state to them in an auditor'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 Group and the Group's members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Randall FCA ( Senior Statutory Auditor)

For and on behalf of RPG Crouch Chapman LLP

 

Chartered Accountants

Statutory Auditor

40 Gracechurch Street

London

United Kingdom EC3V 0BT

Date:  30 January 2026

 

Consolidated Statement of Comprehensive Income for the 15 months ended 30 September 2025

 

				15 months ended		Year ended
				30 September 2025		30 June 2024
		Notes		£		£
	CONTINUING OPERATIONS
	Revenue	8		-		-
	Cost of providing services			-		-
	GROSS PROFIT			-		-
	Administrative expenses	11		(405,731)		(34,600)
	Profit on disposal of a subsidiary	12		7,036		-
	OPERATING PROFIT / (LOSS)			(398,695)		(34,600)
	Finance income			-		-
	Finance expense	13		(402,671)		(330,273)
	(LOSS) BEFORE INCOME TAX	14		(801,366)		(364,873)
	Income tax	15		-		-
	(LOSS) FOR THE YEAR AND TOTAL COMPREHENSIVE (LOSS)			(801,366)		(364,873)
	(Loss) attributable to:
	Owners of the parent			(801,366)		(364,873)
	LOSS PER SHARE
	Basic	16		(0.02)		(39)

 

There is no difference between basic and diluted loss per share.

 

 

 

 

Consolidated Statement of Financial Position as at 30 September 2025

 

				30 September		30 June
				2025		2024
		Notes		£		£
	ASSETS
	NON-CURRENT ASSETS
	Intangible assets	18		-		-
	Property, plant and equipment			-		-
	TOTAL NON-CURRENT ASSETS			-		-
	CURRENT ASSETS
	Trade and other receivables	19		41,603		1,000
	Cash and cash equivalents	20		2,613,529		395
	TOTAL CURRENT ASSETS			2,655,132		1,395
	TOTAL ASSETS			2,655,132		1,395
	EQUITY
	SHAREHOLDERS' EQUITY
	Called up share capital	21		1,485,844		233
	Share premium	21		4,644,197		499,994
	Capital Contribution	22		1,157,540		947,052
	Retained losses			(8,132,669)		(3,849,835)
	Other reserves	23		(630,208)		-
	TOTAL EQUITY			(1,475,296)		(2,402,556)
	LIABILITIES
	NON-CURRENT LIABILITIES
	Bank loans and other borrowings	26		1,721,726		1,451,432
	CURRENT LIABILITIES
	Trade and other payables	25		2,251,415		945,454
	Bank loans and other borrowings	26		157,287		7,065
	TOTAL CURRENT LIABILITIES			2,408,702		952,519
	TOTAL LIABILITIES			4,130,428		2,403,951
	TOTAL EQUITY AND LIABILITIES			2,655,132		1,395