Zoyo Limited Regulatory News (ZOYO)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

30 June 2026

Zoyo Limited

 (the "Company" or "Zoyo")

 Half Yearly results for the period ended 31 March 2026

The Directors of Zoyo are pleased to announce the Company's Unaudited Interim Results for the period ended 31 March 2026. The Interim Results will be available on the Company's website: www.zoyo.com.

The Directors accept responsibility for this announcement.

Further information:

Consolidated Statement of Comprehensive Income for the 6 months ended 31 March 2026

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

Consolidated Statement of Financial Position as at 31 March 2026

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the interim financial information

1. General information & principal activities

Zoyo Limited ("Zoyo" or the "Company"), formerly Honye Financial Services Limited, was incorporated and registered as a private company limited by shares on 25 April 2018 under the Companies Law (as revised) of The Cayman Islands (company number 336262). The Company's registered office is located at Ogier Global (Cayman) Limited, 89 Nexus Way, Cayman Bay, Grand Cayman, KY1-9901, Cayman Islands.

In the period up to 22 July 2025, the activity of the Company is to undertake acquisitions in companies or businesses principally in the financial services and fintech sectors, in particular companies which have the potential of growing in the Asian market.

On 23 July 2025, the Company completed the acquisition of Zoyo Capital Limited ("Zoyo Capital") through issuing of 113,043,478 new ordinary shares. The principal activity of the Company and its subsidiaries is further development on its own stand-alone trading platform and ‎research customer onboarding technologies while applying for its own regulatory authorisation in jurisdictions ‎where the Zoyo App(s) have strong commercial opportunities with the objective of eventually replacing the white-‎labelled solution with its own proprietary and fully authorised application.‎ Also the Company will generate returns for shareholders through raising new capital through the enlarged listed entity, and operational improvement, economics of scale and the subsequent performance of the acquired business.

These Interim accounts statements as at and for the period ended 31 March 2026 comprising the Company and its subsidiaries (together referred to as the "Group"). However, the prior periods only include the original Zoyo Group which does not include Zoyo Limited and Zoyo Trading Limited.

2. Selected Material Accounting Policies

Basis of preparation

The consolidated interim financial information is for the six months ended 31 March 2026 and it has been prepared in accordance with UK-adopted international standards ("IFRS").

The consolidated interim financial information for the Zoyo for the Zoyo Group does not include all the information and disclosures required in the annual report.

The consolidated interim financial information has been prepared on a going concern basis, under the historical cost convention. The interim financial information is presented in British Pound Sterling, which is also the functional currency of the Zoyo and that of its subsidiaries.

The accounting policies and methods of computation adopted in the preparation of the consolidated interim financial information are consistent with those followed in the preparation of the annual report.

Going Concern

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and for at least one from the publication of this report. For these reasons, the directors have concluded it appropriate to adopt the going concern basis in preparing the interim financial information.

Ultimately the going concern status of the Group is dependent on the successful development of the Zoyo App and finding adequate working capital to facilitate its launch.

On 23 July 2025, Zoyo Limited (previously named Honye Financial Services Limited) acquired through a share for share exchange, 100% of the share Capital of Zoyo Capital Limited (including its subsidiaries), this will help to support the Zoyo Group's cashflow by giving the Zoyo Group access to readily-available finance and commercialisation of a white labelled equity trading platform and appointed representative ("AR") regulatory status with the FCA to undertake regulated activities.

On 26 June 2025, prior to the reversed acquisition, Zoyo Limited has received gross proceeds of £2.5 million, this will support the working capital needs for the Group in running the business at its development stage, which includes developing its own applications, for at least 12 months from the date of the annual report.

To further support the going concern of the Group, deeds of amendments were drawn up on 15 June 2025 to defer loan repayment dates to 31 December 2027 for all directors and related party loans. Should the need arise, the Group has a £1,000,000 Convertible Loan Note facility available to be drawn down.

On 9 January 2026, Zoyo Limited has engaged KSA Catalyst to advise on its expansion into the Middle East, focusing initially on Saudi Arabia and the wider Gulf region. This strategic partnership aims to support Zoyo's growth in digital assets, trading platforms, tokenisation, and related financial technologies, facilitating the establishment of regional partnerships and accelerating market access. The engagement is expected to enhance Zoyo's commercial positioning and regulatory navigation within these key jurisdictions.

Also on 15 January 2026, Zoyo Limited has announced the successful completion of the first development sprint for its proprietary Anti-Money Laundering (AML) Customer Screening Platform, which was independently developed by Zoyo Group with support from BadDino and previously received an Innovate UK Smart Grant. This advanced technology utilizes machine learning to enhance customer due diligence and compliance efficiency for financial institutions. Following beta testing, the platform will be integrated into Zoyo's own trading platform and will be offered as a B2B service to financial institutions and corporate clients, anticipating strong adoption due to regulatory demands and the need for automated screening solutions.

Basis of consolidation

Where Zoyo has control over an investee it is classified as a subsidiary. Zoyo controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any elements of control.

The consolidated interim financial information presents the results of Zoyo and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated interim financial information incorporates the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date of which control is obtained. They are deconsolidated from the date on which control ceases.

Intangible assets - development costs

Development costs relate to internally developed software which consist of labour directly attributable to the project and software used in the development project.

Expenditure on internally developed products is capitalised if it can be demonstrated that:

• it is technically feasible to develop the product for it to be sold

• adequate resources are available to complete the development

• there is an intention to complete and sell the product

• the Zoyo Group is able to sell the product

• sale of the product will generate future economic benefits, and

• expenditure on the project can be measured reliably

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred.

All development costs to date have been expensed.

Intangible assets - patents and trademarks

Patents and trademarks are capitalised and stated at cost, including any associated costs with their application.

Capitalised costs of patents and trademarks are amortised over the periods the Zoyo Group expects to benefit from selling the products it developed. Amortisation of the asset begins when development is complete, and the asset is available for use.

During the period, the asset is tested annually for impairment.

3. Revenue

During the six months ended 31 March 2026 and 31 March 2025, no revenue has been generated.

Where consultancy services are provided, revenue comprises amounts chargeable to clients for services performed during the period, exclusive of value added tax and net of discounts where applicable. The services provided are bespoke advice specific to the contract with no alternative use for the advice created and the Group has an enforceable right to receive payment for services rendered to date. Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract.

4. Employees and directors

Staff cost, including Directors' remuneration, were as follows:

The average number of people employed under a contract of service (including directors) during the period was as follows:

Directors' remuneration included in staff costs for the Group above was as follows:

Notes to the Financial Statements (continued)

5. Finance expense

6. Loss per share

7. Cash and cash equivalents

Majority of the Group's cash is held at DBS Bank located in Singapore.

8. Trade and other receivables

Notes to the Financial Statements (continued)

9. Share capital

Ordinary shares

The authorised share capital consists of 1,000,000,000 shares with a nominal value of £0.01. 

Allotted, issued and fully paid, as at

Share premium account

10. Capital contribution

Capital contribution represents the fair value of cash and other assets introduced into the Zoyo Group by shareholders. It also represents the discounting on the initial recognition of non-interest-bearing related parties' loans by the Zoyo Group.

A reserve movement is made every period to transfer to accumulated losses an amount equivalent to the unwinding of the discount on related parties' loans which had been recognised as an expense in profit or loss.

Notes to the Financial Statements (continued)

11. Other reserves

Reverse acquisition reserve

The reverse acquisition reserve represents the difference between the issue equity of the legal parent (Zoyo Ltd) and the capital structure of the legal subsidiary (Zoyo Capital Ltd) at the date of the reverse acquisition. 

The Reverse Acquisition Reserve which arose from the reverse takeover is made up as follows:

1. Recognition of pre-acquisition equity of Honye Financial Services Ltd (renamed Zoyo Ltd) as at 22 July 2025

2. The value of the ordinary shares issued by the Company in exchange for the entire share capital of Zoyo Capital Ltd

3. The reverse acquisition expense represents the difference between the value of the equity issued by the Company, and the deemed consideration given by Zoyo Capital Ltd to acquire the Company

4. Recapitalisation of share capital of Honye Financial Services Ltd (renamed Zoyo Ltd), before the issue of new ordinary shares

5. Recapitalisation of share premium of Honye Financial Services Ltd (renamed Zoyo Ltd), before the issue of new ordinary shares - £2,252,892 (share premium)

6. Recapitalisation of ordinary share capital of Zoyo Capital Ltd

7. Recapitalisation of share premium of Zoyo Capital Ltd

Notes to the Financial Statements (continued)

Merger relief reserve

The merger reserve represents the difference between the consideration issued and the share capital of the merged entity (Zoyo Ltd), for the shares in issue on the date of acquisition. It is recognised in equity and is not distributable. 

On 23 July 2025, the Company issued 113,043,478 ordinary shares at a premium of £0.22 per share towards the acquisition of Zoyo Capital Ltd. As the shares were issued by the Company as consideration for acquiring 100% interest in Zoyo Capital Ltd, in accordance with IFRS 3 , the premium on the shares is recorded as a separate merger reserve, instead of share premium. The merger reserve is non-distributable.

12. Trade and other payables

Notes to the Financial Statements (continued)

13. Bank loans and other borrowings

Bank loan (due < 1 year)

All Zoyo's business bank accounts were suspended between Q3 2024 and Q1 2025, during which Zoyo Capital Group's companies were unable to make or receive payments. Zoyo Technology Limited's bank account was subsequently closed, resulting in an alleged breach of loan covenant relating to a business banking bounce-back loan instrument. Zoyo believes it was the victim of financial misconduct and has an active complaint with the Financial Ombudsman. The last correspondence with the Ombudsman was received on 20/06/2025, confirming that the case has now been assigned an investigator. 

On 12 January 2026, Santander has assigned Zoyo Technology's bank loan debt to a credit management company which is keen to resolve the matter, the balance due is therefore included in current liabilities.

On 4 February 2026, the directors have negotiated a 50% settlement discount of the loan via the credit management company "Zinc Capital Management". The revised repayment balance of £20,701 was verbally agreed that the repayments of the discounted balance are to be made over 3 months (February to April 2026), since the loan was still outstanding at 31 March 2026, the full debt amount is therefor included in current liabilities.

Directors' loans (due < 1 year)

Current directors' loans consist of payments which directors have made on the Group's behalf.

Notes to the Financial Statements (continued)

Other loans (due <1 year)

Convertible loan note

On 4 April 2025, the Company has by resolution of its Board passed on, created and authorised the issue of up to £1,500,000 unsecured Convertible loan note with interest payable thereon at 6% per annum. On 4 April 2025, £500,000 of Convertible loan note has been subscribed to by Ms. Gu Qian.

The loan notes, together with all accrued interest and any outstanding sums, becomes due and payable by Zoyo Ltd (previously named Honye Financial Services Ltd) on 4 April 2028, being the 36-month anniversary of the date which the Convertible loan note certificate is issued in respect of each respective Tranche, unless previously redeemed, converted or cancelled.

The convertible loan note cannot be converted, even though the name of the instrument suggests it does, therefore the convertible loan note is treated as a loan.

Loan from a shareholder

On 30 September 2025, Zoyo Ltd borrowed an unsecured short-term loan of £80,984 at 0% from Mr Li Wei Huan (a shareholder of Zoyo Ltd), and the loan shall be repaid in full within three months from the date of each of the advances. This remained unpaid at 31 March 2026.

Directors' loans (due >1 year)

The directors' loans are non-interest-bearing loans therefore they need to be discounted to initially measured them at fair value and then to build them back to their respective settlement amounts.

On 3 May 2019, Zoyo Capital Limited borrowed an unsecured loan of £60,000 at 0% interest from W Wang, and the repayment on the first of the following events: (i) 3 May 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £41,148 (2025: £36,962).

On 9 August 2019, Zoyo Capital Limited borrowed an unsecured loan of £100,000 at 0% interest from D Powell, and the repayment on the first of the following events: (i) 9 August 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £68,579 (2025: £61,604).

On 10 January 2020, Zoyo Capital Limited borrowed an unsecured loan of £38,000 at 0% interest from W Wang, and the repayment on the first of the following events: (i) 10 January 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £26,060 (2025: £23,410). 

Notes to the Financial Statements (continued)

On 14 June 2021, Zoyo Capital Limited borrowed an unsecured loan of £71,000 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 1 January 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £50,682 (2025: £45,730).

On 30 August 2021, Zoyo Capital Limited borrowed an unsecured loan of £149,998 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 1 January 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405).

On 30 November 2021, Zoyo Capital Limited borrowed an unsecured loan of £149,998 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 1 July 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405).

On 28 February 2022, Zoyo Capital Limited borrowed an unsecured loan of £149,998 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 31 December 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405). 

On 31 May 2022, Zoyo Capital Limited borrowed an unsecured loan of £186,462 at 0% interest from W Wang, and the repayment on the first of the following events: (1) 31 December 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £127,874 (2025: £114,868). 

The remaining balance of £1,050 relates to other immaterial transactions with the directors.

The above extensions to directors' loan repayment terms resulted in a substantial modification, the extensions are treated as extinguishment, the original loan is deemed to have been effectively settled by the new arrangement entered into, this triggers the recognition of an additional capital contribution within the Consolidated Statement of Changes in Equity and the impact to the Consolidated statement of Comprehensive Income is £nil.

Related parties' loans (due > 1 year)

On 27 March 2018, L&S Capital Limited has agreed to lend an unsecured loan of £129,000 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 30 May 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £90,437 (2025: £75,579). 

Notes to the Financial Statements (continued)

On 30 May 2019, L&S Capital Limited has agreed to lend an unsecured loan of £134,000 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 30 May 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan valued at £89,928 (2025: £86,439). 

On 25 March 2019, L&S Group Limited has agreed to lend an unsecured loan of £152,000 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 30 May 2022; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £104,233 (2025: £93,632). 

On 30 August 2021, L&S Group Limited has agreed to lend an unsecured loan of £149,998 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 01 January 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan valued at £102,867 (2025: £92,405). 

On 30 November 2021, L&S Group Limited has agreed to lend an unsecured loan of £149,998 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 01 July 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405). 

On 28 February 2022, L&S Group Limited has agreed to lend an unsecured loan of £149,998 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 31 December 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £102,867 (2025: £92,405). 

On 31 May 2022, L&S Group Limited has agreed to lend an unsecured loan of £186,876 at 0% interest to Zoyo Capital Limited, repayment on the first of the following events: (i) 31 December 2023; or (ii) sale of Zoyo; or (iii) winding up (or similar) of Zoyo Capital Limited. The loan has been discounted at an annual interest rate of 24% throughout the financial period. At 31 March 2026, the loan was valued at £128,158 (2025: £115,123). 

The above extensions to related party loan repayment terms resulted in a substantial modification, the extensions are treated as extinguishment, the original loan is deemed to have been effectively settled by the new arrangement entered into, this triggers the recognition of an additional capital contribution within the Consolidated Statement of Changes in Equity and the impact to the Consolidated statement of Comprehensive Income is £nil.

Notes to the Financial Statements (continued)

14. Related party transactions

The parent company of the Group is Zoyo Ltd (previously Honye Financial Services Ltd). 

Transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.

During the 6 months ended 31 March 2026 and 31 March 2025, there were no transactions between the group companies and their related parties who are not members of the Zoyo Group.

During the 15 months ended 30 September 2025, group companies entered into the following transactions with related parties who are not members of the Zoyo Group.

15. Ultimate controlling party

During the 6 months ended 31 March 2026 and 15 months ended 30 September 2025, there is no ultimate controlling party of the Group.

Notes to the Financial Statements (continued)

16. Contingencies and commitments

There are no contingencies or commitments during the reporting period.

17. Non-adjusting subsequent events

There are no significant subsequent events post the reporting period.